<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
COMERICA INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Chart
GLORIA G. FREUD
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
COMERICA LOGO
Comerica Incorporated
Notice of
Annual Meeting of Shareholders
and
Proxy Statement
1996
<PAGE> 3
Comerica Logo
COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE
DETROIT, MICHIGAN 48226
April 12, 1996
Dear Shareholder,
You are cordially invited to attend the 1996 Annual Meeting of Shareholders of
Comerica Incorporated. The meeting will be held at 9:30 a.m. on Friday, May 17,
1996 at the Renaissance Conference Center, Level 2, Tower 300 of the Renaissance
Center, Detroit, Michigan. Registration will begin at 8:30 a.m. A map showing
the location of the meeting is provided on the back cover of the accompanying
Proxy Statement.
The accompanying Notice of Annual Meeting, Proxy Statement and Proxy Card
provide information on matters that will be considered and acted upon at the
meeting. Comerica's Annual Report, which was mailed to you previously,
summarizes major developments during 1995 and includes the 1995 financial
statements.
Your continuing interest in Comerica is appreciated and I hope you will attend
the annual meeting in person. I believe this meeting provides an excellent
opportunity for shareholders to become better acquainted with Comerica and its
directors and officers.
It is important that your shares be represented at the meeting even if you are
not able to attend in person. Whether or not you plan to attend the meeting,
please complete and mail the enclosed Proxy Card promptly. IF YOU WISH TO VOTE
IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS, IT IS NOT
NECESSARY TO SPECIFY YOUR CHOICES. SIMPLY SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD.
Sincerely,
EUGENE A. MILLER
Eugene A. Miller
Chairman and Chief Executive Officer
<PAGE> 4
Comerica Logo
COMERICA INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 1996
The Annual Meeting of Shareholders of Comerica Incorporated will be held at the
Renaissance Conference Center, Level 2, Tower 300 of the Renaissance Center,
Detroit, Michigan, on Friday, May 17, 1996 at 9:30 a.m., local time, for the
following purposes:
1. To elect five Class III Directors for three year terms expiring in 1999
or upon the election and qualification of their successors.
2. To transact any other business that may properly come before the annual
meeting or any adjournments of the meeting.
Shareholders of record at the close of business on March 22, 1996 will receive
notice of the annual meeting and will be entitled to vote at the meeting.
A list of shareholders who will be entitled to vote at the annual meeting will
be available for inspection by shareholders at the meeting and for ten days
prior to the meeting during regular business hours at the offices of the
Corporate Legal Department, on the 33rd Floor of Comerica Tower at Detroit
Center, 500 Woodward Avenue, Detroit, Michigan.
You are cordially invited to attend the annual meeting. Whether or not you plan
to attend the meeting and whether you own a few or many shares of stock, the
Board of Directors urges you to sign, date and return the enclosed Proxy Card
promptly in the accompanying envelope. This will assist us in preparing for the
meeting and obtaining the greatest possible representation of shareholders.
By Order of the Board of Directors,
THOMAS W. EARLY
Thomas W. Early
Senior Vice President, Deputy General
Counsel
and Assistant Corporate Secretary
April 12, 1996
<PAGE> 5
Comerica Logo
COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE
DETROIT, MICHIGAN 48226
1996 PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Comerica Incorporated (the "Corporation"). The
proxies will be used at the 1996 Annual Meeting of Shareholders of the
Corporation and at any adjournments of the meeting. The meeting will be held at
9:30 a.m. on Friday, May 17, 1996 at the location and for the purposes listed in
the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement,
the Notice of Annual Meeting of Shareholders and a Proxy Card will be mailed to
shareholders beginning April 12, 1996. The Corporation's Annual Report for the
year ended December 31, 1995 was mailed previously to shareholders.
The common stock of the Corporation is the only security of the Corporation with
voting rights. Only shareholders of record of the common stock outstanding at
the close of business on March 22, 1996 (the "record date") will be entitled to
vote at the annual meeting. At the close of business on March 22, 1996, there
were 117,924,415 shares of common stock outstanding. Each shareholder of record
will be entitled to one vote for each share held on each matter presented for a
vote at the meeting. Votes may be cast either in person or by proxy. A
shareholder may revoke a proxy at any time before the proxy is exercised by
giving written notice of revocation to the Secretary of the Corporation prior to
the annual meeting or by voting in person at the meeting.
A quorum must exist to conduct business at the annual meeting. A quorum exists
if a majority of the shares of common stock of the Corporation outstanding as of
the record date and entitled to vote at the meeting are represented in person or
by proxy at the meeting. If a quorum exists, the favorable vote of a majority of
the shares represented and entitled to vote at the meeting is required to elect
a director or approve other matters submitted for a vote at the meeting. Shares
represented by properly executed proxies will be voted in the manner specified
in the proxies. If no instructions are specified, shares represented by proxies
will be voted to elect the nominees for Class III Directors. If any other matter
is properly submitted for a vote at the meeting and no instructions are
specified in a proxy, the shares represented by the proxy will be voted in
accordance with the judgment of the
1
<PAGE> 6
person or persons voting the shares. Proxies containing abstentions or broker
nonvotes with respect to the election of directors will have the same effect as
a vote against the matter.
The cost of soliciting proxies will be borne by the Corporation. Proxies will be
solicited primarily by mail. Proxies also may be solicited personally and by
telephone, facsimile and other means. The Corporation will use the services of
Georgeson & Company, Inc., a proxy solicitation firm, at a cost of $7,500 plus
out-of-pocket expenses and fees for any special services. Proxies also may be
solicited by officers and regular employees of the Corporation and its
subsidiaries. No additional compensation will be paid to officers and employees
for soliciting proxies, nor will their efforts result in more than a minimal
cost to the Corporation. The Corporation also will reimburse banks, brokerage
houses and other custodians, nominees and fiduciaries for their out-of-pocket
expenses for forwarding solicitation material to beneficial owners of the
Corporation's common stock.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with each class of
directors elected to a three year term of office. At each annual meeting of
shareholders, a class of directors is elected to succeed the class of directors
whose term of office expires at that meeting.
The term of office of five Class III Directors expires at the 1996 Annual
Meeting of Shareholders. The Board of Directors has nominated five individuals
recommended by the Directors Committee for election as Class III Directors of
the Corporation at the 1996 Annual Meeting of Shareholders. The nominees are J.
Philip DiNapoli, Wayne B. Lyon, Michael T. Monahan, Alfred A. Piergallini and
Martin D. Walker. All the nominees have consented to their nominations and have
agreed to serve as directors of the Corporation if elected.
The shares represented by valid proxies will be voted at the annual meeting in
the manner specified in the proxies. If no instructions are specified, the
shares will be voted to elect the five nominees named above. Although it is not
anticipated, if any of these nominees are unable to serve, the shares may be
voted to elect any substitute nominees recommended by the Directors Committee.
If no substitute nominees are recommended, the number of directors to be elected
at the annual meeting may be reduced by the number of nominees who are unable to
serve.
The individuals who are elected as Class III Directors at the 1996 Annual
Meeting of Shareholders will hold office for three years. Their terms will
expire at the 1999 Annual Meeting of Shareholders or upon the election and
qualification of their successors.
2
<PAGE> 7
INFORMATION ABOUT NOMINEES AND INCUMBENT DIRECTORS
The following information is provided for each nominee for election as a Class
III Director at the annual meeting and for each of the Class I and Class II
Directors whose term of office will continue after the meeting.
DIRECTOR NOMINEES -- TERMS EXPIRING IN 1999
(CLASS III DIRECTORS)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NOMINEE NAME AGE AND OTHER DIRECTORSHIPS (1) SINCE (2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
J. Philip DiNapoli........... 56 Manager, Real Estate Division of 1991
DiNapoli family holdings; Chairman and
Director, Citation Insurance Group and
Comerica California Incorporated;
Director, SJW Corp.
Wayne B. Lyon................ 63 President and Chief Operating Officer, 1986
Masco Corporation (manufacturer of
diversified household and consumer
products); Director, Masco Corporation,
Payless Cashways, Inc. and Emco
Limited.
Michael T. Monahan........... 57 President (since June 1993), Comerica 1993
Incorporated; President (since June and
1993), President and Chief Operating 1985-1992
Officer (June 1992-June 1993), Comerica
Bank; President (until June 1992),
Manufacturers National Corporation;
President and Chief Operating Officer
(until June 1992), Manufacturers Bank,
N.A.; Director, Jacobson Stores, Inc.
Alfred A. Piergallini........ 49 Vice Chairman, President and Chief 1991
Executive Officer, Gerber Products
Company (producer and marketer of baby
food, baby care and infant apparel);
Director, Gerber Products Company and
Toy Biz, Inc.
Martin D. Walker............. 63 Chairman and Chief Executive Officer,
M.A. Hanna Company (international
specialty chemicals company); Director,
Reynolds & Reynolds, Textron Inc. and
Comerica Bank.
</TABLE>
3
<PAGE> 8
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1997
(CLASS I DIRECTORS)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS (1) SINCE (2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
E. Paul Casey................ 66 Managing General Partner, Metapoint 1973
Partners (investment partnership);
Director, Wyman-Gordon Company.
Max M. Fisher................ 87 Investor; Director, Sotheby's Holdings, 1973
Inc.
John D. Lewis................ 47 Vice Chairman, (since Jan 1994 and Jan 1994
1990-June 1992), Executive Vice and
President (June 1992-Jan 1994), 1989-1992
Comerica Incorporated; Vice Chairman
(since Mar 1995 and Jan 1990-June
1992), Comerica Bank.
Howard F. Sims............... 62 Chairman and Director, Sims-Varner and 1981
Associates, Inc., (architectural,
engineering and planning firm);
Director, MCN Corporation.
</TABLE>
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1998
(CLASS II DIRECTORS)
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS (1) SINCE (2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
James F. Cordes.............. 55 Executive Vice President, The Coastal 1984
Corporation (diversified energy
company); President, American Natural
Resources Company (diversified energy
company); Chairman and Director, ANR
Pipeline Company; Director, The Coastal
Corporation, American Natural Resources
Company, Colorado Interstate Gas
Company and Great Lakes Gas
Transmission Company.
</TABLE>
4
<PAGE> 9
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS (1) SINCE (2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Patricia Shontz Longe, Economist; Senior Partner, The Longe 1973
Ph.D....................... 62 Company (investment, management and
economic consulting company); Director,
Jacobson Stores, Inc., DTE Energy
Company, The Detroit Edison Company,
Warner-Lambert Company and The Kroger
Company.
Gerald V. MacDonald.......... 57 Retired; Chairman and Chief Executive 1984
Officer (June 1992-June 1993), Comerica
Incorporated; Chairman and Chief
Executive Officer (until June 1992),
Manufacturers National Corporation and
Manufacturers Bank, N.A.
Eugene A. Miller............. 58 Chairman and Chief Executive Officer 1979
(since June 1993), President and Chief
Operating Officer (June 1992-June
1993), Chairman, President and Chief
Executive Officer (until June 1992),
Comerica Incorporated; Chairman and
Chief Executive Officer (since June
1992), Chairman, President and Chief
Executive Officer (Dec 1991-June 1992),
Chairman and Chief Executive Officer
(until Dec 1991), Comerica Bank;
Director, DTE Energy Company and The
Detroit Edison Company.
</TABLE>
- ------------------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of the Corporation and of Manufacturers National
Corporation, which merged with the Corporation on June 18, 1992. Comerica
Bank and Comerica California Incorporated are wholly-owned subsidiaries of
the Corporation. Manufacturers Bank, N.A. was a wholly-owned subsidiary of
Manufacturers National Corporation.
(2) This column represents the year each nominee or incumbent director became a
director of the Corporation or of Manufacturers National Corporation.
5
<PAGE> 10
COMMITTEES AND MEETINGS OF DIRECTORS
The Board of Directors has several committees on which members of the board
serve, including an Executive Committee, an Audit and Legal Committee, a
Compensation Committee, a Directors Committee and a Risk Asset Quality Review
Committee. Eugene A. Miller, Chairman and Chief Executive Officer, and Michael
T. Monahan, President, are members of all the committees of the board except the
Audit and Legal Committee and the Compensation Committee. All committees make
regular reports to the board, keep the board informed on matters that come
before them and advise the board on any developments that the committees believe
should have board consideration.
EXECUTIVE COMMITTEE. The members of the Executive Committee are Eugene A. Miller
(Chairman), John D. Lewis, Michael T. Monahan and a minimum of any other four
directors who are not employees of the Corporation or any of its subsidiaries
("non-employee directors"). The committee is responsible for exercising the
authority, powers and duties of the Board of Directors in managing the business
and affairs of the Corporation between meetings of the board. The Executive
Committee did not meet during 1995.
AUDIT AND LEGAL COMMITTEE. The members of the Audit and Legal Committee are
Patricia Shontz Longe, Ph.D. (Chairman), E. Paul Casey, James F. Cordes, J.
Philip DiNapoli, Alfred A. Piergallini and Howard F. Sims. All the committee
members are non-employee directors who are independent of the Corporation's
management. The committee includes members with banking or related financial
management expertise and does not include directors who are considered large
customers of the Corporation or any affiliate. The responsibilities of the
committee include the following: (1) recommend to the board the appointment of
the independent accounting firm to conduct the annual audit of the Corporation;
(2) review with the auditors the scope of the annual independent audit and any
reports issued in connection with the audit; (3) review the non-audit services
performed by the independent auditors to ensure that performance of those
services does not impair the independence of the auditors; (4) approve the
appointment or dismissal of the general auditor and periodically review the
position of the internal audit department within the Corporation; (5) at least
annually, review with management the role and scope of the work performed by the
internal auditors, approve the annual audit plan and periodically review the
plan status and findings; (6) at least annually, meet privately with the
internal auditor and external auditor; (7) review the annual financial
statements and the financial reporting process; (8) review the periodic
examinations made by regulatory authorities and any replies required in
connection with the examinations; (9) periodically review the status of any
pending litigation which could be costly to the Corporation or seriously affect
the reputation of the Corporation; (10) review with management the programs and
procedures to avoid conflicts of interest as well as those covering other
aspects of business ethics; (11) review executive officer travel and
entertainment expenses, including executive perquisites, to assess the
reasonableness and appropriate documentation of the expenses;
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<PAGE> 11
(12) review with management the programs and procedures to assure compliance
with laws, regulations and corporate policy; (13) review summary reports
provided by the Consumer Compliance Officer and the Investment Services
Compliance Officer to assure that corrective measures are implemented where
appropriate; (14) review annually with management and the independent accounting
firm their assessments of the adequacy of internal controls and the
Corporation's compliance with designated laws and regulations as required by the
Federal Deposit Insurance Corporation Improvement Act; (15) review annually and
recommend to the board for approval the Audit Policy and Code of Ethics; (16)
review annually and recommend to the board for approval the disaster protection
program for the Corporation; (17) review annually and recommend to the board for
approval the adequacy of insurance coverage; (18) institute investigations of
suspected improprieties; and (19) retain special counsel or other expert
assistance at the committee's discretion. The Audit and Legal Committee met five
times during 1995.
COMPENSATION COMMITTEE. The members of the Compensation Committee are Wayne B.
Lyon (Chairman), Max M. Fisher, Alfred A. Piergallini and Alan E. Schwartz. All
the committee members are non-employee directors. The responsibilities of the
committee include the following: (1) ensure that the Corporation's executive
compensation program will attract, retain and motivate key officers of the
organization; (2) annually review all aspects of the executive compensation
program including executive base salaries, annual and long-term incentives,
deferred compensation programs, stock award programs, benefits, executive
perquisites and employment, severance and management agreements; (3) recommend
to the board for approval the annual compensation for the Corporation's Chief
Executive Officer; (4) review and approve the annual compensation for the
Corporation's President, Vice Chairman and all Executive Vice Presidents based
on the recommendations of management; (5) oversee the administration of the
Corporation's Long-Term Incentive Plan and the Deferred Compensation Plan; (6)
approve the executive compensation statement and related tables for the proxy
statement; and (7) monitor compliance with laws applicable to the documentation
and administration of the Corporation's employee benefit plans, including
compliance with the requirements of the Employee Retirement Income Security Act.
The committee is authorized to hire and seek the advice of outside consultants
as reasonably required. The Compensation Committee met six times during 1995.
DIRECTORS COMMITTEE. The members of the Directors Committee are E. Paul Casey
(Chairman), J. Philip DiNapoli, Patricia Shontz Longe, Ph.D., Eugene A. Miller,
Michael T. Monahan and Howard F. Sims. The responsibilities of the committee
include the following: (1) determine a desirable balance of expertise among
board members; (2) identify qualified candidates to fill board positions and
provide aid in attracting qualified candidates to the board; (3) recommend to
the board qualified nominees to fill vacancies on the board and extend
invitations to the nominees on behalf of the board; (4) recommend to the board
the slate of director nominees for inclusion in the proxy statement and election
by the shareholders at the annual meeting; (5) consider director nominees
proposed by shareholders; (6) review and recommend to the board the performance
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<PAGE> 12
criteria for members of the board, size of the board, committee structure and
assignments, and the conduct and frequency of board meetings; (7) evaluate the
performance of the members of the board for compliance with established criteria
and assess the board's contribution as a whole; (8) review recommended
compensation arrangements for members of the board; (9) administer the
Corporation's Stock Option Plan for Non-Employee Directors (excluding the
provisions for discretionary grants under the plan) and the Corporation's Stock
Option Plan for Non-Employee Directors of Comerica Bank and Affiliated Banks;
(10) monitor the board's retirement policy for directors; and (11) recommend
guidelines on significant governance principles for the boards of directors of
the Corporation and its subsidiaries. The Directors Committee met one time
during 1995.
RISK ASSET QUALITY REVIEW COMMITTEE. The members of the Risk Asset Quality
Review Committee are James F. Cordes (Chairman), Max M. Fisher, Wayne B. Lyon,
Gerald V. MacDonald, Eugene A. Miller, Michael T. Monahan and Alan E. Schwartz.
The responsibilities of the committee include the following: (1) review the
Corporation's credit quality statistics and compare them with internal
management targets and industry data; (2) review and recommend credit policies
as appropriate and promote the use of sound operating procedures for credit
administration throughout the various affiliates of the Corporation; (3)
annually review and recommend financial authorizations for board approval; (4)
annually approve risk management policies; (5) review the methodology for the
Allowance for Loan and Lease Loss Reserves for the Corporation and compare the
analysis to actual reserve levels; and (6) review the reports submitted by
Corporate Loan Review to monitor compliance with policy and overall performance.
The Risk Asset Quality Review Committee met three times during 1995.
BOARD AND COMMITTEE MEETINGS. There were six regular meetings and two special
meetings of the Board of Directors during 1995. All incumbent directors attended
at least 75% of the aggregate number of meetings held by the Board of Directors
and by all the committees of the board on which the respective directors served.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During 1995, the members of the Compensation Committee were Wayne B. Lyon
(Chairman), Max M. Fisher, Alfred A. Piergallini and Alan E. Schwartz. No member
of the committee was a former officer or a current officer or employee of the
Corporation or any of its subsidiaries. There were no compensation committee
interlocks between the Corporation and any other entity during the fiscal year.
Alan E. Schwartz, a director of the Corporation and a member of the Compensation
Committee, is a partner in the law firm of Honigman Miller Schwartz & Cohn. The
Corporation used the services of
8
<PAGE> 13
this firm during prior years but ceased to retain the firm's services except for
the completion of certain matters. Work performed for the Corporation in 1995
accounted for less than one percent (1%) of Honigman Miller Schwartz & Cohn's
1995 revenues.
COMPENSATION OF DIRECTORS
Directors who are employees of the Corporation do not receive additional
compensation for their service on the Board of Directors and its committees.
During 1995, non-employee directors received an annual retainer of $20,000 and
$1,000 for attending each meeting of the Board of Directors. Non-employee
directors who served on a committee of the board also received $1,000 for
attending each committee meeting. The chairman of each committee received an
additional annual retainer of $4,000. Directors also were reimbursed for all
expenses incurred for the purpose of attending board and committee meetings.
The Corporation also has a stock option plan for non-employee directors. After
each annual meeting of shareholders, each non-employee director is granted an
option to purchase 1,000 shares of common stock of the Corporation. The exercise
price of each option is the fair market value of each share of common stock on
the date the option is granted. Options are exercisable one year after the date
of the grant and expire ten years after the grant date.
The Corporation provides a $150,000 business travel, accidental death and
dismemberment insurance benefit for each non-employee director and also
maintains directors' and officers' liability insurance policies with a primary
limit of $20 million and an excess limit of $20 million. The primary limit
policy is insured through the Financial Institution Risk Retention Group. The
Federal Insurance Company (a member of the Chubb Group) is the primary insurer
for the excess limit policy.
RETIREMENT PLAN FOR DIRECTORS
The Corporation maintains a retirement plan for non-employee directors who have
served at least five years on the Board of Directors. The plan provides for the
accrual of one month of retirement income credit for each month of service up to
a maximum of one hundred twenty months. An eligible director is entitled to
receive a monthly retirement benefit equal to one-twelfth of the annual retainer
fee in effect for directors on the date of the director's retirement. Benefits
are payable for the number of months the director has accrued retirement income
credit, but do not extend beyond the director's death. Benefits become payable
when the director reaches age 65 or retires from the board, whichever occurs
later. Payments may commence prior to the director's 65th birthday if he or she
retires from the board due to illness or disability. For the purpose of
determining retirement income, credit is granted for service on the Board of
Directors of the Corporation and Manufacturers National Corporation.
9
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table provides information concerning the number of shares of the
Corporation's common stock held as of December 29, 1995 by the only shareholder
known to the Corporation to be the beneficial owner of more than 5% of the
Corporation's common stock. In providing this information, the Corporation
relied solely on the Schedule 13G filed by the shareholder with the Securities
and Exchange Commission ("Commission") and on other information furnished to the
Corporation by the shareholder.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
SOLE SHARED SOLE SHARED PERCENT
NAME AND ADDRESS VOTING VOTING INVESTMENT INVESTMENT OF
OF BENEFICIAL OWNER POWER POWER POWER POWER CLASS
- --------------------------- ------ ------ ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
Capital Research and None None 7,150,000 None 6.1%
Management Company*
333 South Hope Street
Los Angeles, CA 90071-1444
</TABLE>
*Capital Research and Management Company, an investment adviser registered with
the Commission and an operating subsidiary of The Capital Group Companies, Inc.,
exercises investment discretion with respect to these shares which are owned by
various institutional investors. The Capital Group Companies, Inc. and Capital
Research and Management Company have no power to direct the vote of these shares
and disclaim beneficial ownership of them.
SECURITY OWNERSHIP OF MANAGEMENT
The following table provides information concerning the beneficial ownership of
the Corporation's common stock by incumbent directors, nominees and the
executive officers named in the Summary Compensation Table (the "named executive
officers"), and by all incumbent directors, nominees and executive officers as a
group. The number of shares beneficially owned by each individual includes
shares as to which the person has sole or shared voting power or investment
power and also any shares which the individual has the right to acquire within
60 days of the record date through the exercise of any stock option or other
right. Unless indicated otherwise, each individual has sole investment and
voting power (or shares those powers with his or her spouse) with respect to the
shares listed in the table.
10
<PAGE> 15
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------------------- ----------------------- --------
<S> <C> <C>
Ralph W. Babb, Jr. 10,097 *
E. Paul Casey 17,574(1) *
Richard A. Collister 34,903(2) *
James F. Cordes 27,078(1) *
J. Philip DiNapoli 196,229(1) *
Max M. Fisher 1,740,004(1)(3) 1.5%
John D. Lewis 111,385(4) *
Patricia Shontz Longe, Ph.D. 5,860(1) *
Wayne B. Lyon 17,960(1) *
Gerald V. MacDonald 41,647(1) *
Eugene A. Miller 390,434(5) *
Michael T. Monahan 200,769(6) *
Alfred A. Piergallini 12,000(1) *
Alan E. Schwartz 20,920(1)(7) *
Howard F. Sims 7,151(1) *
Martin D. Walker 4,152(1) *
Directors, nominees and executive officers as a
group (30 people) 3,254,983(8) 2.8%
</TABLE>
- ------------------------------------
* Represents holdings of less than one percent.
(1) Includes options to purchase 1,000 shares of common stock of the
Corporation, which options were granted under the Corporation's Stock Option
Plan for Non-Employee Directors.
(2) Includes options to purchase 20,988 shares of common stock of the
Corporation, which options were granted to Mr. Collister under the
Corporation's Long-Term Incentive Plan, 200 shares owned by his spouse and
100 shares held for the benefit of his son.
(3) Includes 441,288 shares owned by a corporation and 8,164 shares owned by Mr.
Fisher as a trustee. Mr. Fisher shares voting and investment powers over
these shares and disclaims beneficial ownership of them. The shares shown
for Mr. Fisher do not include 98,162 shares owned by members of his family
and shares held in trust for their benefit. These shares are not
beneficially owned by Mr. Fisher under the rules of the Commission. Mr.
Fisher's ownership combined with the ownership of these family members
totals 1,838,166 shares.
(4) Includes options to purchase 71,900 shares of common stock of the
Corporation, which options were granted to Mr. Lewis under the Corporation's
Long-Term Incentive Plan.
11
<PAGE> 16
(5) Includes options to purchase 232,974 shares of common stock of the
Corporation, which options were granted to Mr. Miller under the
Corporation's Long-Term Incentive Plan. The shares shown for Mr. Miller also
include 10,000 shares owned by Mr. Miller's spouse as trustee, 476 shares
owned jointly by Mr. Miller and his son and 300 shares held by Mr. Miller as
custodian for his daughter. Mr. Miller disclaims beneficial ownership of the
shares owned by his spouse as trustee, the shares he owns jointly with his
son and the shares held in custody for his daughter.
(6) Includes options to purchase 52,713 shares of common stock of the
Corporation, which options were granted to Mr. Monahan under the
Corporation's Long-Term Incentive Plan. The shares shown for Mr. Monahan
also include 10,430 shares owned by his spouse as trustee as to which shares
Mr. Monahan disclaims beneficial ownership.
(7) Includes 8,118 shares owned by Mr. Schwartz's spouse as to which shares Mr.
Schwartz disclaims beneficial ownership. Mr. Schwartz is retiring upon the
election of directors at the annual meeting.
(8) As of March 22, 1996, incumbent directors, nominees and executive officers
as a group beneficially owned options to purchase 647,014 shares of the
Corporation's common stock, which options were granted under the
Corporation's Long-Term Incentive Plan, under option plans of Manufacturers
National Corporation and under the Corporation's Stock Option Plan for
Non-Employee Directors. Pursuant to the terms of the merger agreement with
Manufacturers National Corporation, the Corporation agreed to issue its
stock in satisfaction of options issued under the option plans of
Manufacturers National Corporation.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires that the Corporation's directors,
executive officers and persons who own more than ten percent of a registered
class of the Corporation's equity securities file reports of stock ownership and
any subsequent changes in stock ownership with the Commission and the New York
Stock Exchange not later than specified deadlines. The Corporation is required
to disclose in this proxy statement any failure to meet these deadlines. During
1994, John D. Lewis failed to file a timely report of one transaction in
connection with the Corporation's retention of shares to satisfy a tax liability
which arose upon the vesting of a restricted stock award. With this single
exception, all reports were filed on a timely basis. In making this disclosure,
the Corporation relied solely on the written representations of the directors
and executive officers and a review of copies of the reports filed with the
Commission.
12
<PAGE> 17
TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS WITH THE CORPORATION
The incumbent directors, director nominees and executive officers of the
Corporation, their related entities and members of their immediate family were
customers of and had transactions (including loans and loan commitments) with
banking affiliates of the Corporation during 1995. All loans and commitments
were made in the ordinary course of business, on substantially the same terms
(including interest rates and collateral) as those prevailing at the time for
comparable transactions with other persons not affiliated with the Corporation
or its subsidiaries, and did not involve more than the normal risk of collection
or present other unfavorable features. All loan transactions presently in effect
with any incumbent director, nominee, executive officer or related entity are
current as of this date.
EXECUTIVE OFFICERS
The following information is provided for those officers designated as executive
officers by the Corporation's Board of Directors and includes the Chairman,
President, Chief Financial Officer and Controller of the Corporation, officers
of the Corporation who are in charge of principal business units, divisions or
functions, and officers of the Corporation or its subsidiaries who perform
significant policy making functions for the Corporation.
<TABLE>
<CAPTION>
EXECUTIVE
FIVE-YEAR OFFICER
NAME AGE BUSINESS EXPERIENCE (1) SINCE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ralph W. Babb, Jr....... 47 Executive Vice President (since July 1995), 1995
Comerica Incorporated and Comerica Bank); Vice
Chairman, Mercantile Bancorporation and
Mercantile Bank (until July 1995).
John R. Beran........... 43 Executive Vice President (since May 1995), 1995
Comerica Incorporated and Comerica Bank;
President and Chief Executive Officer (Jan
1994-April 1995), Money Access Service
Corporation (electronic banking services);
Senior Vice President (until Dec 1993),
Society Corporation (bank holding company).
</TABLE>
13
<PAGE> 18
<TABLE>
<CAPTION>
EXECUTIVE
FIVE-YEAR OFFICER
NAME AGE BUSINESS EXPERIENCE (1) SINCE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Joseph J. Buttigieg, 50 Executive Vice President (since June 1992), 1992
III................... Comerica Bank; Executive Vice President (until
June 1992), Manufacturers Bank, N.A.
Richard A. Collister.... 51 Executive Vice President (since Nov 1992), 1992
Comerica Incorporated; Executive Vice
President (since May 1993), Comerica Bank;
First Vice President (until Nov 1992), Merrill
Lynch & Co.
George C. Eshelman...... 43 Executive Vice President (since Jan 1994), 1994
Comerica Incorporated; Executive Vice
President (since Jan 1994), Senior Vice
President (until Jan 1994), Comerica Bank.
Douglas W. Fiedler...... 49 President and Chief Executive Officer (since 1993
May 1993), Comerica Bank & Trust, F.S.B.;
First Vice President (until May 1993),
Comerica Bank.
J. Michael Fulton....... 47 President and Chief Executive Officer (since 1993
July 1993), Executive Vice President (until
July 1993), Comerica Bank-California.
Charles L. Gummer....... 49 President and Chief Executive Officer, 1992
Comerica Bank-Texas.
John R. Haggerty........ 52 President and Chief Executive Officer (since 1994
July 1994), Comerica Mortgage Corporation;
Executive Vice President and Director, Banc
One Mortgage Corporation (until June 1994).
Arthur W. Hermann....... 51 Senior Vice President and Controller, Comerica 1992
Incorporated and Comerica Bank.
</TABLE>
14
<PAGE> 19
<TABLE>
<CAPTION>
EXECUTIVE
FIVE-YEAR OFFICER
NAME AGE BUSINESS EXPERIENCE (1) SINCE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Thomas R. Johnson....... 52 Executive Vice President (since May 1993), 1992
Comerica Incorporated; Executive Vice
President (June 1992-May 1993), Comerica Bank;
Senior Vice President (until June 1992),
Comerica Incorporated and Comerica Bank.
John D. Lewis........... 47 Vice Chairman (since Jan 1994 and Jan 1988
1990-June 1992), Executive Vice President
(June 1992-Jan 1994), Comerica Incorporated;
Vice Chairman (since Mar 1995 and Jan
1990-June 1992), Comerica Bank.
Ronald P. Marcinelli.... 46 Executive Vice President (since Nov 1995), 1995
Comerica Incorporated and Comerica Bank;
Senior Vice President (June 1992-Nov 1995),
First Vice President (until June 1992),
Comerica Bank.
Eugene A. Miller........ 58 Chairman and Chief Executive Officer (since 1978
June 1993), President and Chief Operating
Officer (June 1992-June 1993), Chairman,
President and Chief Executive Officer (until
June 1992), Comerica Incorporated; Chairman
and Chief Executive Officer (since June 1992),
Chairman, President and Chief Executive
Officer (Dec 1991-June 1992), Chairman and
Chief Executive Officer (until Dec 1991),
Comerica Bank.
Michael T. Monahan...... 57 President (since June 1993), Comerica 1992
Incorporated; President (since June 1993),
President and Chief Operating Officer (June
1992-June 1993), Comerica Bank; President
(until June 1992), Manufacturers National
Corporation; President and Chief Operating
Officer (until June 1992), Manufacturers Bank,
N.A.
</TABLE>
15
<PAGE> 20
<TABLE>
<CAPTION>
EXECUTIVE
FIVE-YEAR OFFICER
NAME AGE BUSINESS EXPERIENCE (1) SINCE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
David B. Stephens....... 50 Executive Vice President (since Jan 1994), 1994
Comerica Incorporated and Comerica Bank;
Senior Vice President (Nov 1991-Jan 1994),
Comerica Bank; Senior Vice President (until
Nov 1991) Shawmut National Corporation.
Fenton R. Talbott....... 54 Executive Vice President (since Jan 1996), 1996
Comerica Incorporated and Comerica Bank;
Senior Vice President (Jan 1994-Jan 1996),
American Express Co. (financial products and
strategy); Chief Executive Officer (Oct
1991-Jan 1994), Acuma, Ltd. (a London
subsidiary of American Express Co.).
James R. Tietjen........ 36 Senior Vice President and General Auditor 1995
(since Jan 1995), First Vice President and
Interim General Auditor (June 1994-Dec 1994),
First Vice President and Interstate Audit
Manager (Jan 1994-May 1994), Vice President
and Regional Audit Manager (June 1992-Dec
1993), Assistant Vice President and Audit
Manager (until May 1992), Comerica
Incorporated.
David C. White.......... 47 President and Chief Executive Officer (since 1992
April 1992), Comerica Bank-Illinois; President
and Chief Operating Officer (until April
1992), Affiliated Bank.
</TABLE>
- ------------------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of the Corporation and of Manufacturers National
Corporation. Comerica Bank, Comerica Bank-Illinois and Comerica Bank &
Trust, F.S.B. are wholly-owned subsidiaries of the Corporation. Comerica
Bank-California, Comerica Bank-Texas and Comerica Mortgage Corporation are
affiliates of the Corporation. Manufacturers Bank, N.A. and Affiliated Bank
were wholly-owned subsidiaries of Manufacturers National Corporation.
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of the executive officers of the
Corporation who received the highest compensation during the fiscal year ended
December 31, 1995 and includes their compensation for the fiscal years ended
December 31, 1994 and December 31, 1993.
16
<PAGE> 21
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES
OTHER STOCK UNDERLYING ALL OTHER
ANNUAL AWARD(S) OPTIONS LTIP COMPENSATION
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION (2)(3) (6) PAYOUTS (7)
POSITION YEAR $ $ $ ($) (#) $ $
------------------------- ------ ------- ------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 1995 625,000 560,000 12,937 0 50,000 0 27,665
Chairman of the Board 1994 600,000 640,000 15,892 0 38,900 0 28,805
and Chief Executive 1993 600,000 261,100 12,655 0 27,800 0 61,480
Officer, Comerica
Incorporated and Comerica
Bank
Michael T. Monahan 1995 485,000 375,000 12,226 0 33,950 0 13,058
President, Comerica 1994 485,000 470,000 13,784 0 26,950 0 14,155
Incorporated and 1993 485,000 184,700 8,395 453,750 20,000 0 10,318
Comerica Bank
John D. Lewis 1995 370,000 300,000 10,285 0 25,900 0 12,118
Vice Chairman, Comerica 1994 370,000 360,000 11,094 0 20,550 0 13,066
Incorporated and 1993 333,000 126,800 9,953 302,500 13,000 0 31,287
Comerica Bank
Ralph W. Babb, Jr. 1995 173,085 300,000(1) 10,244 315,000(4) 15,000 0 0
Executive Vice President
and Chief Financial
Officer, Comerica
Incorporated and Comerica
Bank
Richard A. Collister 1995 260,000 165,000 9,626 137,500(5) 11,450 0 7,179
Executive Vice President 1994 250,000 200,000 13,176 0 9,250 0 5,575
and Corporate Staff 1993 250,000 81,600 7,695 0 8,000 0 5,023
Director, Comerica
Incorporated and
Comerica Bank
---------------------------------------------------------------------------------------------------------------------
</TABLE>
LTIP = long-term incentive plan
(1) The amount for Ralph W. Babb, Jr. for 1995 represents a $100,000 signing
bonus received upon his acceptance of employment with the Corporation and a
$200,000 annual bonus paid pursuant to his employment agreement with the
Corporation.
(2) Restricted stock holdings for the named executive officers as of December
31, 1995 were: Michael T. Monahan, 15,000 shares with a market value of
$600,000; John D. Lewis, 10,000 shares with a market value of $400,000;
Ralph W. Babb, Jr., 10,000 shares with a market value of $400,000; and
Richard A. Collister, 11,000 shares with a market value of $440,000. The
market value is calculated as of December 29, 1995 using the closing price
of the Corporation's common stock on that date of $40.00 per share. The
market value does not give effect to the diminution in value due to the
restrictions on this stock.
(3) Dividends are paid on restricted stock at the same rate and on the same
terms that dividends are paid on common stock.
17
<PAGE> 22
(4) On June 1, 1995, Ralph W. Babb, Jr. received 10,000 shares of restricted
stock. The closing price of the Corporation's common stock on that date was
$31.50 per share.
(5) On April 1, 1995, Richard A. Collister received 5,000 shares of restricted
stock. The closing price of the Corporation's common stock on that date was
$27.50 per share.
(6) Stock appreciation rights have never been granted under the Corporation's
Long-Term Incentive Plan.
(7) Amounts for 1995 for each of the named executive officers include an $800
matching contribution and a $1,845 performance match under the Corporation's
401(k) plan. Amounts for 1995 also include life insurance premiums paid by
the Corporation for the benefit of the named executive officers: (Eugene A.
Miller, $25,020; Michael T. Monahan, $10,413; John D. Lewis, $9,473; and
Richard A. Collister, $4,534).
The following table provides information on stock option grants in 1995 to the
named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (3)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NUMBER OF PERCENT
SECURITIES OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION 0% 5% 10%
NAME (#)(2) FISCAL YEAR ($/SH) DATE ($) ($) ($)
------------------- ---------- ------------ ----------- ---------- --- -------- ----------
Eugene A. Miller 50,000 4.6% 27.88 04/18/2005 0 876,679 2,221,677
Michael T. Monahan 33,950 3.1% 27.88 04/18/2005 0 595,265 1,508,519
John D. Lewis 25,900 2.4% 27.88 04/18/2005 0 454,120 1,150,829
Ralph W. Babb, Jr. 15,000 1.4% 31.50 07/01/2005 0 297,153 753,043
Richard A. Collister 11,450 1.1% 27.88 04/18/2005 0 200,760 508,764
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Stock appreciation rights have never been granted under the Corporation's
Long-Term Incentive Plan.
18
<PAGE> 23
(2) This column represents the number of options granted to each named
executive officer in 1995. These options have a ten year term and became
exercisable annually in 25% increments beginning on January 19, 1996, with
the exception of options granted to Ralph W. Babb, Jr. which become
exercisable annually in 25% increments beginning May 31, 1996. The exercise
price is equal to the fair market value of the shares covered by each
option on the date each option was granted.
(3) Amounts in these columns represent the potential realizable value of the
options at the end of their term and have not been discounted to reflect
present values. These amounts are not intended to forecast possible future
appreciation, if any, of the Corporation's stock price.
The following table provides information concerning the exercise of stock
options by the named executive officers during the last fiscal year and the
value of unexercised options at December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END FISCAL YEAR-END (2)
SHARES ACQUIRED VALUE (#) (#) ($) ($)
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 19,494 363,855 231,537 100,575 5,346,196 1,168,068
Michael T. Monahan 0 0 32,487 69,413 325,218 804,255
John D. Lewis 13,284 208,951 69,493 51,163 1,458,648 598,144
Ralph W. Babb, Jr. 0 0 0 15,000 0 127,500
Richard A. Collister 0 0 13,812 24,888 127,586 281,798
</TABLE>
- --------------------------------------------------------------------------------
(1) Stock appreciation rights have never been granted under the Corporation's
Long-Term Incentive Plan.
(2) Value is calculated as of December 29, 1995 using the closing price of the
Corporation's common stock on that date of $40.00.
LONG-TERM INCENTIVE PLAN AWARDS
IN LAST FISCAL YEAR
No awards were made to the named executive officers during the last fiscal year
under any long-term incentive plan, as defined by the Commission.
19
<PAGE> 24
DEFINED BENEFIT PENSION PLAN BENEFITS
The Corporation maintains the Comerica Incorporated Retirement Plan (1994
Amendment and Restatement), a defined benefit pension plan (the "Pension Plan").
The Pension Plan is a consolidation of the former Manufacturers National
Corporation Pension Plan (the "Manufacturers Plan") and the Comerica
Incorporated Retirement Plan (the "Comerica Plan"). Participants who retire
under the Pension Plan receive a pension based on a formula which takes into
consideration final average compensation and years of service, including years
of service credited under the Manufacturers Plan and Comerica Plan to the former
participants of these plans. Table I below provides estimates of the amounts
payable as an annual pension using various levels of final average compensation
and years of service credited under the Pension Plan in 1994 and later years.
The amounts shown in Table I have been computed without applying the limitations
that apply to pensions under qualified plans. Those limitations are discussed
below.
TABLE I: ANNUAL PENSION UNDER PENSION PLAN BASED ON YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
FINAL
AVERAGE
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 14,304 $ 21,456 $ 28,608 $ 35,760 $ 42,912 $ 47,412
200,000 30,304 45,456 60,608 75,760 90,912 99,912
300,000 46,304 69,456 92,608 115,760 138,912 152,412
400,000 62,304 93,456 124,608 155,760 186,912 204,912
500,000 78,304 117,456 156,608 195,760 234,912 257,412
600,000 94,304 141,456 188,608 235,760 282,912 309,912
700,000 110,304 165,456 220,608 275,760 330,912 362,412
800,000 126,304 189,456 252,608 315,760 378,912 414,912
900,000 142,304 213,456 284,608 355,760 426,912 467,412
1,000,000 158,304 237,456 316,608 395,760 474,912 519,912
1,100,000 174,304 261,456 348,608 435,760 522,912 572,412
1,200,000 190,304 285,456 380,608 475,760 570,912 624,912
1,300,000 206,304 309,456 412,608 515,760 618,912 677,412
</TABLE>
20
<PAGE> 25
Tables II and III below provide estimates of the amounts payable as an annual
pension using various levels of final average compensation and years of service
credited in years prior to 1994. The amounts shown in Tables II and III have
been computed without applying the limitations that apply to pensions under
qualified plans.
TABLE II: ANNUAL PENSION UNDER COMERICA PLAN
BASED ON YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
FINAL
AVERAGE
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 16,488 $ 24,731 $ 32,975 $ 41,219 $ 49,463 $ 57,706
200,000 33,988 50,981 67,975 84,969 101,963 118,956
300,000 51,488 77,231 102,975 128,719 154,463 180,206
400,000 68,988 103,481 137,975 172,469 206,963 241,456
500,000 86,488 129,731 172,975 216,219 259,463 302,706
600,000 103,988 155,981 207,975 259,969 311,963 363,956
700,000 121,488 182,231 242,975 303,719 364,463 425,206
800,000 138,988 208,481 277,975 347,469 416,963 486,456
900,000 156,488 234,731 312,975 391,219 469,463 547,706
1,000,000 173,988 260,981 347,975 434,969 521,963 608,956
1,100,000 191,488 287,231 382,975 478,719 574,463 670,206
1,200,000 208,988 313,481 417,975 522,469 626,963 731,456
1,300,000 226,488 339,731 452,975 566,219 679,463 792,706
</TABLE>
TABLE III: ANNUAL PENSION UNDER MANUFACTURERS PLAN
BASED ON YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
FINAL
AVERAGE
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 14,850 $ 22,274 $ 29,699 $ 37,124 $ 44,549 $ 49,549
200,000 31,516 47,274 63,033 78,791 94,549 104,549
300,000 48,183 72,274 96,366 120,457 144,549 159,549
400,000 64,850 97,274 129,699 162,124 194,549 214,549
500,000 81,516 122,274 163,033 203,791 244,549 269,549
600,000 98,183 147,274 196,366 245,457 294,549 324,549
700,000 114,850 172,274 229,699 287,124 344,549 379,549
800,000 131,516 197,274 263,033 328,791 394,549 434,549
900,000 148,183 222,274 296,366 370,457 444,549 489,549
1,000,000 164,850 247,274 329,699 412,124 494,549 544,549
1,100,000 181,516 272,274 363,033 453,791 544,549 599,549
1,200,000 198,183 297,274 396,366 495,457 594,549 654,549
1,300,000 214,850 322,274 429,699 537,124 644,549 709,549
</TABLE>
21
<PAGE> 26
Annual pensions under the Pension Plan are computed using base salary and
bonuses for the year earned as reflected in the Summary Compensation Table.
The Pension Plan is a tax qualified plan. Under the Internal Revenue Code of
1986 (the "Internal Revenue Code"), the maximum annual pension that may be paid
under a qualified plan to any participant, including any named executive
officer, is $120,000. The maximum annual compensation of any participant which
may be taken into account in computing a pension under a qualified plan is
$150,000. The portion of the annual pensions reflected in the foregoing tables
which exceed the amount payable under a qualified plan to any participant,
including any named executive officer, will be paid under a nonqualified plan
maintained by the Corporation.
The estimated years of service credited under the Pension Plan for each of the
named executive officers are as follows: Eugene A. Miller, 35 years; Michael T.
Monahan, 34 years; John D. Lewis, 25 years; Ralph W. Babb, Jr., 1 year and
Richard A. Collister, 3 years. The years of service credited to Messrs. Miller,
Lewis and Collister include the following years of service credited under the
Comerica Plan for which a past service pension is payable under the Pension
Plan: Mr. Miller, 35 years; Mr. Lewis, 23 years; and Mr. Collister, 1 year. The
years of service credited to Mr. Monahan include 32 years of service credited
under the Manufacturers Plan for which a past service pension is payable under
the Pension Plan.
Under the Pension Plan, the normal form of pension payable to a participant who
is unmarried at the time he or she retires is a straight life annuity, the
annual amounts of which are listed in the tables above. The normal form of
pension payable to a participant who is married at the time he or she retires is
a joint and 50% survivor annuity, the amount of which is actuarially equivalent
to the straight life annuity. The pension amounts appearing in the Pension Plan
Tables assume that retirement will occur at age 65 and do not reflect the
reduction in benefits by any social security benefits which may be payable to
the participant.
EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS
RALPH W. BABB, JR. is a party to an employment agreement with the Corporation.
The agreement has a three year term which expires on June 1, 1998. During the
term of his employment agreement, Mr. Babb will be paid a minimum annual base
salary of $300,000 and will be eligible for bonuses under the Corporation's
annual bonus program. For 1995, Mr. Babb will receive a minimum annual bonus of
$200,000. In addition, Mr. Babb is eligible to receive a supplemental pension if
he remains with the Corporation until June 1, 2000, or upon a change in control
of the Corporation, or if Mr. Babb's employment is terminated by the Corporation
without cause or he resigns for good reason during the term of the agreement.
Upon entering into the employment agreement, Mr. Babb received a $100,000
signing bonus and an option to purchase 15,000 shares of the Corporation's
common stock. He also received 10,000
22
<PAGE> 27
restricted shares of the Corporation's common stock. These shares will become
nonforfeitable if Mr. Babb remains employed with the Corporation until June 1,
2000. Restrictions relating to these shares will lapse prior to that date if Mr.
Babb dies or becomes permanently disabled, or upon a change in control of the
Corporation, or if Mr. Babb's employment is terminated by the Corporation
without cause or he resigns for good reason.
Mr. Babb also is a party to a severance agreement with the Corporation. The
agreement continues through May 31, 1998 and provides that Mr. Babb is entitled
to receive severance benefits if his employment is terminated by the Corporation
without cause or he resigns for good reason during the term of the agreement
after a change in control of the Corporation. If Mr. Babb becomes entitled to
receive severance benefits under the agreement, he can receive in addition to
other benefits: (1) an amount equal to three times his annual base salary; (2)
an amount equal to three times the highest annual bonus he received previously;
and (3) continuation of certain benefits for three years. If any payment to Mr.
Babb under the agreement is subject to an excise tax under Section 4999 of the
Internal Revenue Code, Mr. Babb will receive an additional payment so that the
amount he receives equals the amount he would receive under the agreement if an
excise tax was not imposed. Upon the occurrence of an event that could trigger a
payment under both the severance agreement and Mr. Babb's employment agreement,
Mr. Babb will be entitled to a payment under only one of the agreements.
RICHARD A. COLLISTER AND JOHN D. LEWIS are parties to severance agreements with
the Corporation. The agreements expire on December 31, 1998. Commencing January
1, 1999, the term of each agreement will be extended automatically every three
years unless the Compensation Committee delivers written notice to Mr. Collister
or Mr. Lewis, at least fifteen months prior to the end of the term, that the
agreement will not be extended. The agreements provide severance benefits to
each party if his employment is terminated without cause by the Corporation or
he resigns for good reason during the term of the agreement after a change in
control of the Corporation. If either Mr. Collister or Mr. Lewis becomes
entitled to receive severance benefits under the agreement, he can receive: (1)
an amount equal to 2.99 times his annual base salary; (2) any unpaid annual
bonus earned in the year prior to the date of termination; (3) any unpaid
short-term bonus related to a completed performance period of more than one
year; (4) a portion of the annual bonus he would have earned during the year his
employment was terminated calculated by assuming the Corporation's annual profit
plan targets were achieved; (5) the early lapse of restrictions applicable to
all restricted shares awarded prior to a change in control; (6) accelerated
vesting of all stock options granted prior to a change in control; (7)
continuation of medical, dental, accident, and life insurance benefits for three
years after his employment terminates, unless he becomes eligible to receive
comparable benefits during the three year period; and (8) payment of any legal
fees and expenses incurred by him to enforce his rights under the severance
agreement provided the legal fees and expenses do not exceed five percent of the
pre-tax amount of his benefits under the agreement. If a cash severance payment
or other amounts to be paid to
23
<PAGE> 28
Mr. Collister or Mr. Lewis under the agreement will not be deductible by the
Corporation pursuant to Section 280G of the Internal Revenue Code, the cash
severance payment will be reduced to the amount necessary to preserve the
deductibility of the aggregate amounts payable to Mr. Collister or Mr. Lewis
under the agreements.
EUGENE A. MILLER is a party to an employment agreement with the Corporation. The
agreement provides that Mr. Miller will serve as Chairman of the Board and Chief
Executive Officer of the Corporation through June 30, 1997. Commencing July 1,
1997, the term of the agreement will be extended automatically every two years
until Mr. Miller's 65th birthday unless a majority of the directors of the
Corporation vote against an extension. For the duration of the agreement, Mr.
Miller will be nominated by the Corporation to serve on its Board of Directors.
During the term of his employment agreement, Mr. Miller will be paid a base
salary and will be eligible for annual bonus payments in amounts determined by
the Compensation Committee commensurate with his position and performance. He
also will be eligible for option grants and restricted stock awards under the
Corporation's Long-Term Incentive Plan. These grants and awards also will be
commensurate with his position and performance. Mr. Miller also will be eligible
to participate in all of the Corporation's executive compensation plans for
senior executives which are in effect during the term of the employment
agreement and in any employee benefit plans which the Corporation maintains
during this period. Mr. Miller's overall compensation, including benefits, will
be reviewed on an annual basis and will be increased, if necessary, to maintain
his compensation and benefits at a level commensurate with that of other
similarly situated executives in comparable companies.
If the Corporation terminates Mr. Miller's employment without cause, or if Mr.
Miller resigns for good reason or the Corporation causes Mr. Miller's employment
agreement to expire prior to his 65th birthday, Mr. Miller will receive the
following principal benefits: (1) an amount equal to three times his annual base
salary, which will be paid in quarterly installments over a three year period;
(2) an amount equal to his average annual bonus during the three year period
prior to the termination of his employment, which also will be paid in quarterly
installments over a three year period; (3) accelerated vesting of any
unexercised stock options; (4) the early lapse of restrictions on previously
awarded shares of restricted stock; (5) continuation of health and accident
insurance coverages for Mr. Miller and his wife for their lifetimes unless Mr.
Miller receives comparable coverages from another source; (6) continuation of
his life insurance coverage for three years; and (7) commencing at the end of
the three year payment period referred to above, a payment in the form elected
by Mr. Miller under the Corporation's defined benefit pension plan and excess
benefit plan, in an amount equal to the excess of (a) the retirement benefits
Mr. Miller would receive under the plans if he continued to receive service
credit until his 65th birthday, over (b) the retirement benefits he actually
accrued under the plans. If Mr. Miller's employment is terminated less than
three years before his 65th birthday, the amount payable in connection with his
salary will be pro-rated for the
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<PAGE> 29
time period remaining until he reaches age 65. If Mr. Miller's employment is
terminated for any of the reasons referred to above, the employment agreement
also provides that the Corporation will use its best efforts, subject to the
fiduciary duties of the Board of Directors, to nominate Mr. Miller as a director
for the remainder of his life or until he reaches the mandatory retirement age
for members of the board.
If any payment to Mr. Miller under the employment agreement is subject to an
excise tax under Section 4999 of the Internal Revenue Code, Mr. Miller will
receive an additional payment so that the amount he receives equals the amount
he would receive under the agreement if an excise tax was not imposed.
MICHAEL T. MONAHAN participated in the Manufacturers National Corporation Key
Employee Retention Plan which was assumed by the Corporation when it merged with
Manufacturers National Corporation. Mr. Monahan would have been eligible to
receive severance benefits under the plan if he retired prior to July 1, 1995.
To encourage him to remain with the Corporation, the Corporation entered into an
agreement with Mr. Monahan which provides certain benefits in lieu of the
benefits he may have been eligible to receive under the retention plan if he had
retired on July 1, 1995. The agreement provides that Mr. Monahan, or his
beneficiary, is entitled to receive the following benefits if he retires, dies
or becomes disabled, or his employment with the Corporation is involuntarily
terminated before February 1, 1999, or if his employment with the Corporation
terminates for any reason on February 1, 1999: (1) a cash payment of $3,000,000;
(2) continuation of his life, disability, accident and health insurance benefits
for three years after his employment terminates, unless he becomes eligible to
receive similar benefits from another employer during the three year period; (3)
medical benefits for life; and (4) except in the case of a voluntary retirement
before February 1, 1999, the accelerated vesting of all non-vested stock options
held on the date of termination and the early lapse of any remaining
restrictions on previously awarded shares of restricted stock.
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<PAGE> 30
The following Compensation Committee Report and Performance Graph will not be
incorporated by reference into any of the Corporation's previous filings under
the Securities Act of 1933, as amended, or the Exchange Act.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors reviews all aspects of the
Corporation's compensation programs for executive officers, including the named
executive officers in the Summary Compensation Table. The committee is
responsible for recommending to the Board of Directors, for approval, the annual
compensation for the Corporation's Chief Executive Officer.
The committee also reviews and approves the annual compensation for the
Corporation's President, Vice Chairman, Executive Vice Presidents, and other
executive officers based on the recommendations of management.
The committee also administers the Corporation's long-term incentive plan. All
the members of the committee are non-employee directors.
COMPENSATION PHILOSOPHY
The Corporation's compensation program is designed to attract, motivate, reward
and retain superior executive talent. It emphasizes performance-based
compensation and encourages long-term strategic decision making.
The principal components of the executive compensation program are base
salaries, annual management incentive awards and a long-term stock incentive
plan.
In determining appropriate levels of compensation for the Chief Executive
Officer, the President, the Vice Chairman, Executive Vice Presidents, and other
executive officers, the committee evaluates: (1) the Corporation's performance
in relation to established performance goals which are discussed below; (2) the
Corporation's performance in relation to the fifty largest bank holding
companies in the United States (the "performance peer group"); and (3)
compensation levels at a selected group of eighteen super-regional bank holding
companies located primarily in the Midwest (the "compensation peer group").
The fifty largest bank holding companies included in the performance peer group
are substantially the same institutions as those included in the Keefe-50 Bank
Index used below in the Corporation's performance graph, though there are some
differences.
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<PAGE> 31
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Corporation's Board of Directors relies on the Chief Executive Officer to
provide effective leadership and execute a successful business plan for the
entire organization. Other key measures of the Chief Executive Officer's
performance include development of the senior managers of the Corporation and
effective interaction within the community by both the Chief Executive Officer
and the Corporation.
Subject to the Board's approval of his annual compensation, the committee
establishes Mr. Miller's base salary, annual management incentive award, stock
option grants and, when appropriate, restricted stock awards in amounts
commensurate with his performance and position, in accordance with the
Corporation's compensation philosophy described above and in accordance with the
terms of Mr. Miller's employment agreement discussed in this Proxy Statement
under the heading "Employment Contracts and Severance Agreements".
BASE SALARIES
In the fourth quarter of 1994, the Corporation, with the assistance of an
independent compensation consultant, conducted a review of the competitiveness
of the executive compensation program. Based on this review, it was determined
that the Corporation's base salaries for the named executive officers were at or
above the median base salaries of the compensation peer group with the exception
of the Chief Executive Officer whose base salary was below the median. The
committee increased Mr. Miller's base salary by four percent to reflect his
contribution to the organization's success and to bring his base salary to a
level more commensurate with that of chief executive officers in the
compensation peer group.
ANNUAL MANAGEMENT INCENTIVE PROGRAM
The committee members believe that return on equity is a key measure of
corporate performance. Therefore, the Annual Management Incentive Program for
executive officers is driven by the Corporation's return on equity in relation
to the performance peer group and in relation to return on equity targets which
are approved annually by the committee.
For 1995, the payment of incentive awards was based on the Corporation achieving
a minimum return on equity of twelve percent. Maximum incentive awards become
payable when the Corporation achieves a return on equity of eighteen percent.
These targets were established by the committee prior to the beginning of the
year. Upon determination of the Corporation's performance in relation to these
targets, the committee established a pool of awards for distribution under the
incentive program. The distribution of individual awards to the Chief Executive
Officer and the other participants in the program is based on corporate
performance, individual performance and
27
<PAGE> 32
individual levels of responsibility within the Corporation. Mr. Miller's award
under the program also is subject to the terms of his employment agreement.
The 1995 annual management incentive awards for the Chief Executive Officer and
the other named executive officers were based on the return on equity of 16.46%
achieved in 1995 which placed the Corporation in the third highest quintile of
the performance peer group at ranking number twenty-three.
Mr. Miller's 1995 award under the Annual Management Incentive Program reflects
the Corporation's return on equity performance as well as Mr. Miller's
contribution to that performance. Despite this ranking, Mr. Miller's 1995 cash
compensation, which includes this award and his base salary, was below the
projected median for the compensation peer group.
To reward sustained superior annual performance over a three year period, the
Annual Management Incentive Program provides for an additional award to be paid
if the Corporation's average return on equity for the most recent three year
period ranks among the top twenty in the performance peer group. Fifty percent
of any additional award will be paid in the form of a stock grant under the
Corporation's Long-Term Incentive Plan and fifty percent will be paid in cash. A
non-transferability restriction will be attached to any stock grant which will
preclude the recipient from disposing of the stock prior to retirement or other
termination of employment. The stock portion of the additional award serves to
further align the interests of the Corporation's senior officers with those of
the shareholders. The first year that an executive officer can receive an
incremental award is 1997.
STOCK AWARDS
The Corporation's Long-Term Incentive Plan provides stock awards for key
officers and employees including all of its named executive officers. The Plan's
objective is to align the interests of the Corporation's key officers and
employees with those of its shareholders.
Awards in 1995 consisted principally of stock option grants with exercise prices
equal to the fair market value of the Corporation's common stock on the grant
date. Because executives receive value from stock option awards only in the
event of stock price appreciation, the committee believes stock options are a
strong incentive to improve financial performance and increase shareholder
value. Individual awards in 1995 were based on corporate performance and on
individual levels of responsibility and contributions to the Corporation.
The Corporation's independent compensation consultant has reported that, since
1992, the size of the Corporation's stock option grants for the named executive
officers has been very conservative when compared to those for the Corporation's
compensation peer banks. It has been the goal of the Corporation to provide
stock-based awards at least equal to the median awards provided by banks of this
peer group and to encourage stock ownership for all levels of employees.
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<PAGE> 33
Grants of stock options to the Chief Executive Officer and the other executive
officers are allocated from a pool of options which is created each year based
on: (1) the Corporation's overall performance and (2) a percentage of each
officer's base salary. Each officer's grant from the stock pool is based on
management's assessment of his or her individual performance.
Restricted stock grants were made in 1995 to Mr. Babb as part of his employment
agreement, and to Mr. Collister to recognize his contribution on the management
policy committee and his contribution to the success of the Corporation. These
awards will not vest until June 1, 2000 and April 1, 2000, respectively.
STOCK OWNERSHIP GUIDELINES
Effective January 1, 1995, the Corporation implemented stock ownership
guidelines which encourage senior officers to own a significant number of shares
of the Corporation's common stock. The senior officers are encouraged to achieve
the targeted stock ownership levels within five years of January 1, 1995 or of
becoming a senior officer.
STOCK OWNERSHIP TARGETS
<TABLE>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
<CAPTION>
SHARE YEARS TO
LEVEL TARGET ATTAIN
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Chairman and Chief Executive Officer 100,000 Shares 5 Years
President 75,000 Shares 5 Years
Vice Chairman 50,000 Shares 5 Years
Executive Vice President 15,000 Shares 5 Years
Senior Vice President 6,000 Shares 5 Years
First Vice President 3,000 Shares 5 Years
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE> 34
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The committee's objective is to structure the Corporation's executive
compensation programs to maximize the deductibility of executive compensation
under Section 162(m) of the Internal Revenue Code. However, the committee
reserves the right in the exercise of its business judgment to establish
appropriate compensation levels for executive officers that may exceed the
limits on tax deductibility established under this section. Currently all
executive officer compensation is deductible under Section 162(m). Mr. Miller's
compensation does not exceed the deduction limits because his compensation is
paid under an employment contract which was in existence prior to the passage of
Section 162(m).
THE COMPENSATION COMMITTEE
Wayne B. Lyon, Chairman
Max M. Fisher
Alfred A. Piergallini
Alan E. Schwartz
30
<PAGE> 35
PERFORMANCE GRAPH
The stock price performance shown on the graph below is not necessarily
indicative of future price performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMERICA INCORPORATED, KEEFE 50-BANK INDEX AND S&P 500 INDEX
(ASSUMES $100 INVESTED ON 12/31/90 AND REINVESTMENT OF DIVIDENDS)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) COMERICA KEEFE S&P 500
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 200.00 158.00 130.00
1992 246.00 202.00 140.00
1993 212.00 213.00 155.00
1994 203.00 202.00 157.00
1995 347.00 324.00 215.00
</TABLE>
31
<PAGE> 36
INDEPENDENT ACCOUNTANT
Upon recommendation of the Audit and Legal Committee, the Board of Directors
selected Ernst & Young LLP as independent accountant to audit the Corporation's
financial statements for 1996. Ernst & Young also audited the Corporation's
financial statements for 1995. Representatives of Ernst & Young will have an
opportunity to make a statement at the annual meeting and will be available at
the meeting to answer any questions asked by shareholders.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Corporation must be received by December
13, 1996 to be considered for inclusion in the Proxy Statement for the 1997
Annual Meeting of Shareholders. Proposals must comply with applicable laws and
regulations and must be mailed by certified or registered mail to the Corporate
Secretary, Comerica Incorporated, Comerica Tower at Detroit Center, 500 Woodward
Avenue, 33rd Floor, Detroit, Michigan 48226.
ANNUAL REPORT TO SHAREHOLDERS
The 1995 Annual Report to Shareholders, containing financial statements and
other information about the operations of the Corporation for the year ended
December 31, 1995, was mailed previously to shareholders and is not to be
regarded as proxy soliciting material.
OTHER MATTERS
The Board of Directors is not aware of any other matter to be presented at the
annual meeting. If any other matter is properly submitted for a vote at the
meeting, the shares represented by Proxies in the accompanying form will be
voted with respect to the matter in accordance with the judgment of the person
or persons voting the shares. Under the Corporation's bylaws, shareholders of
the Corporation are required to provide advance notice to the Corporation if
they wish to nominate persons for election as directors or propose items of
business at an annual meeting of the Corporation's shareholders. In the case of
an annual meeting of shareholders, this notice must be delivered not less than
60 days nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; however, if the annual meeting of
shareholders is called for a date that is not within 30 days before or after
this anniversary date, the notice by the shareholder must be received not later
than the close of business on the 10th day following the day on which notice of
the date of the annual meeting was mailed or public disclosure of the date of
the annual meeting was made, whichever occurs first. In the case of a special
meeting of shareholders called for the purpose of electing directors, the
written notice by the shareholder must be delivered not later than the close of
business on the 10th day following the day on which notice
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<PAGE> 37
of the date of the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever occurs first. A copy of the
Corporation's bylaws specifying the advance notice requirements will be
furnished to any shareholder upon written request to the Secretary of the
Corporation.
By Order of the Board of Directors,
T. W. EARLY
Thomas W. Early,
Senior Vice President, Deputy General
Counsel
and Assistant Corporate Secretary
Dated: April 12, 1996
33
<PAGE> 38
Location of Comerica Incorporated
Annual Meeting of Shareholders
RENAISSANCE CONFERENCE CENTER
TOWER 300, LEVEL L2
COMERICA MAP
ADJACENT PARKING FACILITIES
1. CENTER GARAGE
Use the Renaissance Drive entrance. Take the garage elevator to Level 5, then
take the Bridge to the Renaissance Center. Follow the signs to Comerica's Annual
Meeting.
2. PORT ATWATER GARAGE
Use the Beaubien entrance. Take the garage elevator to Level 3, then take the
Pedestrian Bridge to the Renaissance Center. Follow the signs to Comerica's
Annual Meeting.
<PAGE> 39
[COMERICA LOGO]
Detroit, Michigan
TRUSTEE AUTHORIZATION CARD FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned, a participant in the Comerica Incorporated
Preferred Savings Plan, instructs Comerica Bank, as Trustee under
the plan, to vote at the Annual Meeting of Shareholders of Comerica
Incorporated and at any adjournment of the meeting, all the shares
of Comerica Incorporated Common Stock which the undersigned is
entitled to vote: (1) as designated with respect to the matter
identified below, and (2) in the bank's discretion upon any other
matters that may properly come before the meeting.
<TABLE>
<S> <C> <C>
ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary) nominees listed below
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME.
J. Philip DiNapoli Wayne B. Lyon Michael T. Monahan
Alfred A. Piergallini Martin D. Walker
IF NO SPECIFIC DIRECTION IS GIVEN THE TRUSTEE SHALL VOTE FOR ALL THE
MATTERS LISTED.
Dated: ,1996
---------------------------
---------------------------------
Signature
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE> 40
[COMERICA LOGO]
Detroit, Michigan
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Richard D. Rohr and David D. Joswick as
Proxies, each with the power to appoint his substitute, and
authorizes them to represent and vote, as designated below, all the
shares of common stock of Comerica Incorporated held of record by
the undersigned on March 22, 1996, at the annual meeting of
shareholders to be held on May 17, 1996 and any adjournment of the
meeting. In their discretion, the Proxies are authorized to vote
upon any other business that may properly come before the meeting.
--------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below
contrary)
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME.
J. Philip DiNapoli Wayne B. Lyon Michael T. Monahan
Alfred A. Piergallini Martin D. Walker
PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE MATTER LISTED.
Please sign exactly as the name appears below. When shares are held by
joint tenants, both should sign. Please give full title when signing
as attorney, executor, administrator, trustee or guardian. If a
corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in partnership name by an
authorized person.
Dated: , 1996
--------------------------
--------------------------------------
Signature
--------------------------------------
Signature (if held jointly)
PLEASE SIGN, DATE AND RETURN
THIS PROXY
PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 41
[COMERICA LETTERHEAD]
April 12, 1996
Dear Shareholder:
Although you have not yet exchanged your shares of Manufacturers National
Corporation Common Stock ("Manufacturers Stock") for shares of Comerica
Incorporated Common Stock ("Comerica Stock"), you are entitled to vote your
Manufacturers Stock at the Annual Meeting of Shareholders of Comerica
Incorporated (the "Corporation") on May 17, 1996, or at any adjournment of the
meeting. You may attend the meeting in person or use the enclosed proxy card
to vote your Manufacturers Stock. For further information regarding the Annual
Meeting and how to vote your shares, please see the enclosed proxy statement
and proxy card.
The enclosed proxy card lists the number of shares of Manufacturers Stock that
you held of record as of March 22, 1996. The actual number of shares that will
be counted as your vote at the Annual Meeting will be the number on your proxy
card adjusted to reflect the exchange rate of Manufacturers Stock for Comerica
Stock and the January 4, 1993 Comerica stock split.
ON SEVERAL PREVIOUS OCCASIONS YOU WERE PROVIDED WITH A LETTER OF TRANSMITTAL TO
BE USED TO EXCHANGE YOUR SHARES OF MANUFACTURERS STOCK FOR COMERICA STOCK.
PLEASE FOLLOW THE INSTRUCTIONS ON THE LETTER OF TRANSMITTAL AND EXCHANGE YOUR
MANUFACTURERS STOCK AS SOON AS POSSIBLE.
Dividends cannot be disbursed until your Manufacturers Stock has been
exchanged, however, dividends will continue to accrue to your account and will
be reported to the Internal Revenue Service. You will be responsible for the
payment of any taxes as if the dividends had been disbursed to you. Interest
will not accrue or be paid with respect to these dividends.
Thank you for your continued interest in Comerica Incorporated.
