<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[_] Preliminary proxy statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive proxy statement Rule 14a-6(e)(2))
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
COMERICA INCORPORATED
- - ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, is other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] 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:
- - ------------------------------------------------------------------------------
Notes:
<PAGE>
[COMERICA LOGO]
COMERICA INCORPORATED
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
1999 Proxy Statement........................................................ 1
Questions and Answers....................................................... 1
The Proposal Submitted for Your Vote........................................ 4
Information about Nominees and Incumbent Directors.......................... 4
Nominees for Class III Directors - Terms Expiring in 2002................... 4
Incumbent Class II Directors - Terms Expiring in 2001....................... 5
Incumbent Class I Directors - Terms Expiring in 2000........................ 5
Committees and Meetings of Directors........................................ 6
Compensation Committee Interlocks and Insider Participation................. 7
Compensation of Directors................................................... 7
Retirement Plan for Directors............................................... 8
Security Ownership of Certain Beneficial Owners............................. 8
Amount and Nature of Beneficial Ownership................................... 8
Security Ownership of Management............................................ 9
Section 16(a) Beneficial Ownership Reporting Compliance..................... 10
Transactions of Directors and Executive Officers with Comerica.............. 11
Executive Officers.......................................................... 11
Compensation of Executive Officers.......................................... 13
Summary Compensation Table.................................................. 13
Option Grants in Last Fiscal Year........................................... 14
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values.............................................. 15
Long-Term Incentive Plan Awards in Last Fiscal Year......................... 16
Defined Benefit Pension Plan Benefits....................................... 16
Employment Contracts and Severance Agreements............................... 19
Change of Control Agreements................................................ 21
Compensation Committee Report............................................... 23
Stock Ownership Targets..................................................... 26
Performance Graph........................................................... 27
Independent Accountant...................................................... 28
Shareholder Proposals....................................................... 28
Annual Report to Shareholders............................................... 29
Other Matters............................................................... 29
</TABLE>
<PAGE>
[COMERICA LOGO]
COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE
DETROIT, MICHIGAN 48226
April 9, 1999
Dear Shareholder,
We invite you to attend our 1999 Annual Meeting of Shareholders at 9:30 a.m.,
Eastern Daylight Savings Time, on Friday, May 21, 1999 at The Detroit Institute
of Arts, 5200 Woodward Avenue, Detroit, Michigan. Registration will begin at
8:30 a.m. A map showing the location of the meeting is on the back cover of the
accompanying Proxy Statement.
The annual report, which we mailed to you, summarizes Comerica's major
developments during 1998 and includes the 1998 financial statements.
Whether or not you plan to attend the meeting, please complete and mail the
enclosed proxy card promptly so that your shares will be voted as you desire.
IF YOU WISH TO VOTE IN THE MANNER THE BOARD OF DIRECTORS RECOMMENDS, IT IS NOT
NECESSARY TO SPECIFY YOUR CHOICES ON THE PROXY CARD. SIMPLY SIGN, DATE AND
RETURN THE PROXY CARD. YOU MAY ALSO VOTE BY TELEPHONE OR BY THE INTERNET BY
FOLLOWING THE INSTRUCTIONS FOR USING THE AUTOMATED TELEPHONE AND INTERNET
VOTING SYSTEMS PROVIDED ON THE PROXY CARD.
Sincerely,
/s/ Eugene A. Miller
Eugene A. Miller
Chairman and Chief Executive Officer
<PAGE>
COMERICA INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1999
Date: May 21, 1999
Time: 9:30 a.m., Detroit, Eastern Daylight Savings Time
Place: The Detroit Institute of Arts
5200 Woodward Avenue
Detroit, Michigan 48226
We invite you to attend the Comerica Incorporated Annual Meeting of
Shareholders to:
1. Elect four Class III Directors for three-year terms expiring in 2002
or upon the election and qualification of their successors; and
2. Transact any other business that is properly submitted before the
annual meeting or any adjournments of the meeting.
The record date for the meeting is March 24, 1999 (the "Record Date"). Only
shareholders of record at the close of business on that date can vote at the
annual meeting. Comerica mailed this Notice of Annual Meeting to those
shareholders.
A list of shareholders who can 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 48226.
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 vote promptly. You may
vote by signing, dating and returning the enclosed proxy card, by using the
automated telephone voting system (for shares held in your own name), or by
using the internet voting system (for shares held in your own name). You will
find instructions for voting by telephone and by the internet on the enclosed
proxy card.
By Order of the Board of Directors,
George W. Madison
Executive Vice President,
General Counsel and Corporate Secretary
April 9, 1999
<PAGE>
COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE
DETROIT, MICHIGAN 48226
1999 PROXY STATEMENT
QUESTIONS AND ANSWERS
1. Q: WHAT IS A PROXY?
A: A proxy is a document, also referred to as a proxy card (which is
enclosed), by which you authorize someone else to vote for you in
the way that you want to vote. Comerica's Board of Directors is
soliciting this proxy. You may also abstain from voting.
2. Q: WHAT IS A PROXY STATEMENT?
A: A proxy statement is the document the United States Securities and
Exchange Commission (the "SEC") requires to explain the matters on
which you are asked to vote on the proxy card.
3. Q: WHO CAN VOTE?
A: Only holders of Comerica's common stock at the close of business
on March 24, 1999, the Record Date, can vote at the annual
meeting. Each shareholder of record has one vote for each share of
common stock on each matter presented for a vote at the meeting.
4. Q: WHAT WILL I VOTE ON AT THE MEETING?
A: At the annual meeting, shareholders will vote to:
(1) elect four Class III Directors for three-year terms expiring
in 2002 or upon the election and qualification of their
successors; and
(2) transact any other business that is properly submitted before
the annual meeting or any adjournments of the meeting.
5. Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSAL?
A: The board recommends a vote FOR each of the nominees.
<PAGE>
6. Q: HOW CAN I VOTE?
A: You can vote in person, by telephone, by the internet, or by
proxy. To vote by proxy, sign, date and return the enclosed proxy
card. To vote by using the automated telephone voting system or
the internet voting system, you must hold your shares in your
name, and not in the name of a broker, dealer, bank or other third
party, and you must follow the instructions on the enclosed proxy
card. If you return your signed proxy card to Comerica before the
annual meeting, the persons named as proxies on the card will vote
your shares as you directed. You may revoke a proxy at any time
before the proxy is exercised by:
(1) giving written notice of revocation to the Corporate Secretary
of Comerica at the address listed in the third paragraph of
the Notice of Annual Meeting of Shareholders;
(2) submitting another proxy that is properly signed and later
dated;
(3) voting in person at the meeting (but only if the shares are
registered in Comerica's records in the name of the
shareholder and not in the name of a broker, dealer, bank or
other third party);
(4) if you previously voted by telephone, by voting by telephone
at a subsequent time; or
(5) if you previously voted by the internet, by voting by the
internet at a subsequent time.
7. Q: IS MY VOTE CONFIDENTIAL?
A: Yes, your vote is confidential. Only the inspectors of election
and certain employees associated with processing proxy cards and
counting the vote have access to your vote. All comments you
direct to management (whether written on the proxy card or
elsewhere) will remain confidential unless you ask that your name
be disclosed.
8. Q: WHAT IS A QUORUM?
A: There were 157,233,332 shares of Comerica's common stock
outstanding on the Record Date. A majority of the outstanding
shares, or 78,616,667 shares, present or represented by proxy,
constitutes a quorum. A quorum must exist to conduct business at
the annual meeting.
9. Q: HOW DOES VOTING WORK?
A: If a quorum exists, each director must receive the favorable vote
of a majority of the shares voted, excluding abstentions and
broker non-votes. A broker non-vote is a proxy a broker submits
that does not indicate a vote for some or all the proposals
because the broker does not have discretionary voting authority
and the broker did not receive instructions as to how to vote on
those proposals.
2
<PAGE>
Comerica will vote properly executed proxies it receives prior to the
meeting in the way you direct. If you do not specify instructions, the
shares represented by proxies will be voted to elect the nominees for
Class III Directors. No other matters are currently scheduled to be
presented at the meeting.
An independent third party acts as the inspector of the meeting
and the tabulator of votes.
10. Q: WHO PAYS FOR THE COSTS OF THE MEETING?
A: Comerica pays the cost of preparing and printing the Proxy
Statement and soliciting proxies. Comerica will solicit proxies
primarily by mail, but may also solicit proxies personally and by
telephone, the internet, facsimile or other means. Comerica will
use the services of Georgeson & Company, Inc., a proxy
solicitation firm, at a cost of $9,000 plus out-of-pocket expenses
and fees for any special services. Officers and regular employees
of Comerica and its subsidiaries may also solicit proxies, but
they will not receive additional compensation for soliciting
proxies, nor will their efforts result in more than a minimal cost
to Comerica. Comerica also will reimburse banks, brokerage houses
and other custodians, nominees and fiduciaries for their out-of-
pocket expenses for forwarding solicitation materials to
beneficial owners of Comerica's common stock.
11. Q: WHAT PERCENTAGE OF STOCK DO OFFICERS AND DIRECTORS OWN?
A: Together, executive officers, directors and director nominees
owned approximately 3.5% of Comerica's common stock as of the
Record Date.
12. Q: WHEN ARE THE SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING DUE?
A: All shareholder proposals to be considered for inclusion in next
year's proxy statement must be submitted IN WRITING to the
Corporate Secretary, Comerica Incorporated, Comerica Tower at
Detroit Center, 500 Woodward Avenue, 33rd Floor, MC 3391, Detroit,
Michigan 48226, by December 10, 1999.
Additionally, under Comerica's bylaws, shareholders of Comerica must
provide advance notice to Comerica if they wish to nominate persons
for election as directors or propose items of business at an annual
meeting of Comerica's shareholders. For the 2000 Annual Meeting of
Shareholders, you must deliver this notice not later than the close of
business on February 21, 2000 nor earlier than the close of business
on January 21, 2000. If, however, Comerica calls the annual meeting of
shareholders for a date that is more than 30 days before or more than
60 days after such anniversary date, Comerica must receive your notice
not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later
of the 90th day prior to such annual meeting or the 10th day following
the day on which Comerica first made a public announcement of the date
of such meeting of shareholders. If the number of directors to be
elected to the board at the annual meeting is increased and there is
no public announcement naming all of the nominees for director or
specifying the size of the increased board at least 100 days prior to
the first anniversary of the immediately preceding year's annual
meeting, then Comerica will consider your notice timely (but only with
respect to nominees for any new positions created by such increase),
if Comerica receives your notice not later than the close of business
on the 10th day following the day on which Comerica first makes such
public announcement.
3
<PAGE>
THE PROPOSAL SUBMITTED FOR YOUR VOTE
ELECTION OF DIRECTORS. Comerica's 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, you elect one class of directors for a
three-year term to succeed the class of directors whose term of office expires
at that meeting. This year you are voting on four candidates for the Class III
Directors. Based on the recommendation of the Directors Committee, the board
has nominated for re-election the following individuals, each of whom is a
current Class III Director: J. Philip DiNapoli, Wayne B. Lyon, Alfred A.
Piergallini and Patricia M. Wallington. There are currently five Class III
directors. After the election there will be one vacancy in Class III, which the
board will fill in accordance with Comerica's bylaws. Each of the nominees has
consented to his or her nomination and has agreed to serve as a director of
Comerica if elected.
If any director is unable to stand for re-election, Comerica may vote the
shares to elect any substitute nominees recommended by the Directors Committee.
If the Directors Committee does not recommend any substitute nominees, the
number of directors to be elected at the annual meeting may be reduced by the
number of nominees who are unable to serve.
Further information regarding the board and these nominees begins directly
below.
Comerica's Board of Directors recommends a vote FOR these directors.
INFORMATION ABOUT NOMINEES AND INCUMBENT DIRECTORS
The following tables provide information about each nominee for re-election as
a Class III Director and for each of the Class I and Class II Directors whose
term of office will continue after the meeting.
NOMINEES FOR CLASS III DIRECTORS - TERMS EXPIRING IN 2002
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS DIRECTOR
EXPERIENCE DURING PAST 5 YEARS SINCE
NAME AGE AND OTHER DIRECTORSHIPS (/1/) (/2/)
- -------------------------------------------------------------------------------
<C> <C> <S> <C>
J. Philip DiNapoli........ 59 President, JP DiNapoli Companies 1991
Inc.; Managing Partner, Real Estate
Division of DiNapoli family
holdings; Director, SJW Corp.
Wayne B. Lyon............. 66 Chairman, President and Chief 1986
Executive Officer, Lifestyle
Furnishings International Ltd.
(manufacturer of residential
furniture, decorative home
furnishings and fabrics) (since
August 1996); President and Chief
Operating Officer, Masco
Corporation (manufacturer of
diversified household and consumer
products) (until August 1996);
Director, Masco Corporation and
Emco Limited.
Alfred A. Piergallini..... 52 President and Chief Executive 1991
Officer, Novartis Consumer Health
(since February 1999); Vice
Chairman, President and Chief
Executive Officer, Gerber Products
Company (producer and marketer of
baby food, baby care and infant
apparel) (until February 1999);
Director, Gerber Products Company.
Patricia M. Wallington.... 60 Retired; Vice President and Chief 1998
Information Officer, Xerox
Corporation (manufacturer of
digital document technology) (until
December 1998); Member, Compaq
Board of Advisors.
</TABLE>
4
<PAGE>
INCUMBENT CLASS II DIRECTORS - TERMS EXPIRING IN 2001
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(/1/) SINCE(/2/)
- -------------------------------------------------------------------------------
<C> <C> <S> <C>
James F. Cordes........... 58 Retired; Executive Vice 1984
President, The Coastal
Corporation (diversified energy
company) (until March 1997);
President, American Natural
Resources Company (diversified
energy company) (until March
1997); Director, The Coastal
Corporation.
Eugene A. Miller.......... 61 Chairman and Chief Executive 1979
Officer, Comerica Incorporated
and Comerica Bank; Director, DTE
Energy Company and The Detroit
Edison Company.
Martin D. Walker.......... 66 Chairman and Chief Executive 1996
Officer (since October 1998 and and
September 1986-December 1996), 1979-1992
Chairman (December 1996-June
1997), M.A. Hanna Company
(international specialty
chemicals company); Principal,
MORWAL Investments (a private
investment group); Director,
Lexmark International, Inc.,
Reynolds & Reynolds Company,
Textron, Inc., The Goodyear Tire
& Rubber Company, The Timken
Company and Meritor Automotive,
Inc.
Kenneth L. Way............ 59 Chairman and Chief Executive 1998
Officer, Lear Corporation
(manufacturer of automotive
components); Director, CMS Energy
Corporation and WESCO
Corporation.
</TABLE>
INCUMBENT CLASS I DIRECTORS - TERMS EXPIRING IN 2000
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(/1/) SINCE(/2/)
- -------------------------------------------------------------------------------
<C> <C> <S> <C>
E. Paul Casey............. 69 Chairman, Metapoint Partners 1973
(investment partnership);
Director, Wyman-Gordon Company.
Max M. Fisher............. 90 Investor; Director, Sotheby's 1973
Holdings, Inc.
John D. Lewis............. 50 Vice Chairman, (since January 1994
1994 and January 1990-June 1992), and
Executive Vice President (June 1989-1992
1992-January 1994), Comerica
Incorporated; Vice Chairman
(since March 1995 and January
1990-June 1992), Comerica Bank.
Howard F. Sims............ 65 Chairman and Member, Sims-Varner 1981
& Associates, P.L.L.C.
(architectural, engineering and
planning firm); Chairman and CEO,
The SVA Group, Inc.; Member, SV
Associates, L.L.C.; Director, MCN
Energy Group.
</TABLE>
- -------------------------
(1) This column includes principal occupations and employment with Comerica
Bank, a wholly-owned subsidiary of Comerica.
(2) This column represents the year each nominee or incumbent director became a
director of Comerica or of Manufacturers National Corporation, which merged
with Comerica on June 18, 1992.
5
<PAGE>
COMMITTEES AND MEETINGS OF DIRECTORS
The board has several committees, as set forth in the following chart and
described below.
CURRENT
MEMBERSHIP
ROSTER
- -------------
<TABLE>
<CAPTION>
AUDIT AND RISK ASSET
EXECUTIVE* LEGAL COMPENSATION DIRECTORS QUALITY REVIEW
NAME COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
E. Paul Casey X X**
- ------------------------------------------------------------------------------------
James F. Cordes X X**
- ------------------------------------------------------------------------------------
J. Philip DiNapoli X X
- ------------------------------------------------------------------------------------
Max M. Fisher X X
- ------------------------------------------------------------------------------------
John D. Lewis X
- ------------------------------------------------------------------------------------
Wayne B. Lyon X** X
- ------------------------------------------------------------------------------------
Eugene A. Miller X** X X
- ------------------------------------------------------------------------------------
Michael T. Monahan*** X X X
- ------------------------------------------------------------------------------------
Alfred A. Piergallini X X
- ------------------------------------------------------------------------------------
Howard F. Sims X X
- ------------------------------------------------------------------------------------
Martin D. Walker X** X
- ------------------------------------------------------------------------------------
Patricia M. Wallington X
- ------------------------------------------------------------------------------------
Kenneth L. Way X X
</TABLE>
*The Executive Committee is comprised of these three executive officers and a
minimum of any four non-employee directors who are available at the time it
is necessary for the Executive Committee to act.
**Chairperson
***Mr. Monahan is an incumbent Class III director whose term expires at the
annual meeting.
EXECUTIVE COMMITTEE. This committee can exercise the authority, powers and
duties of the board in managing the business and affairs of Comerica between
meetings of the board, if necessary. In the event that the committee convenes,
the committee's members are the three executive officers identified in the
chart and a minimum of any four non-employee directors who are available at the
time. The Executive Committee did not meet during 1998 because it was not
necessary. The board or other appropriate committees managed Comerica's
business and affairs during 1998.
AUDIT AND LEGAL COMMITTEE. As provided in its charter, this committee includes
members, all of whom are outside directors, with banking or management
expertise, and does not include directors who are considered large customers of
Comerica or any affiliate. The committee is responsible for review and
recommendation of Comerica's Audit Policy and Code of Ethics, Comerica's
significant litigation, the scope and procedures of Comerica's internal and
external audit process, the selection and performance review of Comerica's
independent auditors, the review of programs and procedures designed to avoid
conflicts of interest and to promote compliance with laws, regulations and
corporate policy and the investigations of any suspected improprieties. The
Audit and Legal Committee met four times during 1998.
COMPENSATION COMMITTEE. This committee establishes Comerica's executive
compensation policies and programs, administers Comerica's 401k, stock,
incentive and deferral plans and monitors compliance with laws and regulations
applicable to the documentation and administration of Comerica's employee
benefit plans. The Compensation Committee met five times during 1998.
6
<PAGE>
DIRECTORS COMMITTEE. This committee monitors the effectiveness of the board.
Among its various duties, the committee reviews and recommends board members,
develops and administers performance criteria for members of the board, and
establishes the size of the board, its committee structure and assignments, and
the conduct and frequency of board meetings. The committee also administers
Comerica's Stock Option Plan for Non-Employee Directors (excluding the
provisions for discretionary grants under the plan) and Comerica's Stock Option
Plan for Non-Employee Directors of Comerica Bank and Affiliated Banks. The
Directors Committee met twice during 1998.
RISK ASSET QUALITY REVIEW COMMITTEE. This committee reviews Comerica's credit
policies and promotes the use of sound operating procedures for credit
administration throughout the various affiliates of Comerica. Among its various
duties, the committee reviews Comerica's credit quality statistics and reserve
levels, and annually approves financial policies. The Risk Asset Quality Review
Committee met four times during 1998.
BOARD AND COMMITTEE MEETINGS. There were six regular meetings of the board and
fifteen meetings of the various committees of the board during 1998. All
director nominees and incumbent directors who are standing for re-election
attended at least seventy-five percent of the aggregate number of meetings held
by the board and by all the committees of the board on which the respective
directors served.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
No member of the Compensation Committee was a former officer or is a current
officer or employee of Comerica or any of its subsidiaries. There were no
compensation committee interlocks between Comerica and any other entity during
the fiscal year.
COMPENSATION OF DIRECTORS
FEES. Directors who are employees of Comerica do not receive additional
compensation for their service on the board and its committees. During 1998,
non-employee directors received an annual retainer of $50,000. Comerica
requires non-employee directors to defer at least fifty percent of their annual
retainer under a deferred compensation plan. The compensation deferred earns a
return based on the return of Comerica common stock. At the end of the deferral
period Comerica pays the deferred compensation to the directors in Comerica
common stock. The chairman of each committee received an additional annual
retainer of $5,000. Comerica also reimburses directors for all expenses
incurred for the purpose of attending board and committee meetings.
STOCK OPTION PLAN. Comerica has a stock option plan for non-employee directors.
On the date of each annual meeting of shareholders, Comerica grants each non-
employee director an option to purchase 1,500 shares of common stock of
Comerica. 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.
INSURANCE. Comerica provides a $150,000 business travel, accidental death and
dismemberment insurance benefit for each non-employee director and maintains
directors' and officers' liability insurance policies with a total limit of $60
million. The following companies participate: Lloyds of London, Financial
Institution Risk Retention Group, Federal Insurance Company (a member of the
Chubb Group), and Executive Risk.
7
<PAGE>
RETIREMENT PLAN FOR DIRECTORS
Until May 15, 1998, Comerica had a retirement plan for non-employee directors
who served at least five years on the board. The plan terminated on May 15,
1998, and benefit accrual under the plan froze on the same date. Any non-
employee director who had, on May 15, 1998, completed at least five years of
service as a director has vested benefits under the plan. Any director who was
a non-employee director on May 15, 1998, but had not completed five years of
service as of that date, will earn credit for years of service on the board
after May 15, 1998, but only for vesting purposes. Any director who becomes a
non-employee director on or after May 15, 1998 is not eligible to participate
in the plan.
Benefits under the plan 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.
Under the plan, Comerica accrued one month of retirement income credit for each
month of service as of May 15, 1998, up to a maximum of one hundred twenty
months, on behalf of each eligible director. Upon retirement, an eligible
director receives a monthly retirement benefit equal to one-twelfth of the
annual retainer fee in effect for directors as of May 15, 1998 or on the date
of the director's retirement, whichever occurs earlier. The eligible director
receives retirement benefits for the total number of months, as of May 15,
1998, the director has accrued retirement income credit, but payments terminate
upon the director's death.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The SEC requires that Comerica provide information about any shareholder who
beneficially owns more than 5% of Comerica's common stock. The following table
provides the required information about the only shareholder known to Comerica
to be the beneficial owner of more than 5% of Comerica's common stock. Comerica
relied solely on information FMR Corp. furnished in its most recently filed
Schedule 13G, dated February 16, 1999, to report this information.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP(/1/)(/2/) CLASS
------------------- ------------------- -------
<S> <C> <C>
FMR Corp. 11,831,694 7.606%
82 Devonshire Street
Boston, MA 02109
</TABLE>
(1) This number includes 10,520,866 shares Fidelity Management & Research
Company ("FMRC") owns as investment adviser, 1,073,248 shares Fidelity
Management Trust Company ("FTMC") owns beneficially as trustee or managing
agent of various private investment accounts, or as investment adviser, and
237,580 shares Fidelity International Limited ("FIL") owns beneficially as
investment adviser.
(2) FMR Corp. and FMRC each has sole power to dispose of the shares FMRC owns,
but sole power to vote or direct the voting of such shares resides in the
board of trustees of FMRC. FMR Corp. has sole dispositive power over all
shares FMTC owns, sole power to vote 830,406 of such shares and no power to
vote the remaining 242,842 shares. FIL has sole voting and dispositive
power over all shares it owns.
8
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table contains information about the number of shares of
Comerica's common stock Comerica's incumbent directors, nominees and the
executive officers named in the Summary Compensation Table presented in this
Proxy Statement (the "named executive officers"), beneficially own (including
all incumbent directors, nominees and executive officers as a group). The
number of shares each individual beneficially owns includes shares over which
the person shares voting power or investment power and also any shares which
the individual can acquire by May 24, 1999 (60 days after 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
------------------------ ----------------------- --------
<S> <C> <C> <C>
Ralph W. Babb, Jr. 71,698 (/1/) *
Joseph J. Buttigieg, III 123,620 (/2/) *
E. Paul Casey 31,366 (/3/)(/9/) *
James F. Cordes 46,672 (/3/)(/9/) *
J. Philip DiNapoli 314,457 (/3/)(/9/) *
Max M. Fisher 2,602,872 (/3/)(/4/)(/9/) 1.7%
John D. Lewis 277,773 (/5/) *
Wayne B. Lyon 32,113 (/3/)(/9/) *
Eugene A. Miller 808,440 (/6/) *
Michael T. Monahan 287,435 (/7/) *
Alfred A. Piergallini 43,806 (/3/)(/9/) *
Howard F. Sims 17,695 (/3/)(/9/) *
Martin D. Walker 14,345 (/3/)(/9/) *
Patricia M. Wallington 190 (/9/) *
Kenneth L. Way 6,726 (/8/)(/9/) *
Directors, nominees and executive
officers as a group (28 people) 5,496,035 (/10/) 3.5%
</TABLE>
- -------------------------
*Represents holdings of less than one percent of Comerica's common stock.
(1) Includes 18,000 shares of common stock of Comerica which the named
executive will forfeit if he does not remain an employee for the period
Comerica requires (typically 5 years) ("restricted stock"), and options to
purchase 47,125 shares of common stock of Comerica, which Comerica granted
to Mr. Babb under Comerica's Long-Term Incentive Plan.
(2) Includes 10,500 shares of restricted stock and options to purchase 79,825
shares of Comerica, which Comerica granted to Mr. Buttigieg under
Comerica's Long-Term Incentive Plan.
(3) Includes currently exercisable options to purchase 4,500 shares of common
stock of Comerica and options to purchase 1,500 shares of common stock of
Comerica which will become exercisable by May 24, 1999. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.
(4) Includes 661,932 shares owned by a corporation and 12,246 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 147,243 shares owned by members of his
family and shares held in trust for their benefit. Mr. Fisher does not
beneficially own these shares under the rules of the SEC. Mr. Fisher's
ownership combined with the ownership of these family members totals
2,750,115 shares.
9
<PAGE>
(5) Includes 3,000 shares of restricted stock and options to purchase 213,356
shares of common stock of Comerica, which Comerica granted to Mr. Lewis
under Comerica's Long-Term Incentive Plan.
(6) Includes options to purchase 524,781 shares of common stock of Comerica,
which Comerica granted to Mr. Miller under Comerica's Long-Term Incentive
Plan. The shares shown for Mr. Miller also include 15,000 shares owned by
Mr. Miller's spouse as trustee, 714 shares owned jointly by Mr. Miller and
his son and 450 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.
(7) Includes options to purchase 57,107 shares of common stock of Comerica,
which Comerica granted to Mr. Monahan under Comerica's Long-Term Incentive
Plan.
(8) Includes currently exercisable options to purchase 1,500 shares of common
stock of Comerica and options to purchase 1,500 shares of common stock of
Comerica, which will become exercisable by May 24, 1999. Comerica granted
these options to Mr. Way under Comerica's Stock Option Plan for Non-
Employee Directors.
(9) Includes the following number of shares deemed invested in Comerica common
stock under a deferred compensation plan which requires non-employee
directors to defer at least 50% of their annual retainer: E. Paul Casey,
505 shares; James F. Cordes, 336 shares; J. Philip DiNapoli, 306 shares;
Max M. Fisher, 612 shares; Wayne B. Lyon, 673 shares; Alfred A.
Piergallini, 306 shares; Howard F. Sims, 2,118 shares; Martin D. Walker,
673 shares; Patricia M. Wallington, 190 shares; and Kenneth L. Way, 612
shares.
(10) Includes 106,499 shares of restricted stock and 1,486,242 options to
purchase shares of Comerica's common stock beneficially owned by incumbent
directors, nominees and executive officers as a group. Comerica granted
these options under Comerica's Long-Term Incentive Plan, option plans of
Manufacturers National Corporation and Comerica's Stock Option Plan for
Non-Employee Directors. Pursuant to the terms of the merger agreement with
Manufacturers National Corporation, Comerica agreed to issue its stock in
satisfaction of options issued under the option plans of Manufacturers
National Corporation.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that Comerica's
directors, executive officers and persons who own more than ten percent of a
registered class of Comerica's equity securities file reports of stock
ownership and any subsequent changes in stock ownership with the SEC and the
New York Stock Exchange not later than specified deadlines. During 1998, all of
the required reports were filed by the specified deadlines, except in the
following instance. J. Philip DiNapoli filed a Form 5 in lieu of a Form 4 that
was not filed on a timely basis, reporting the acquisition of 15,208 shares of
common stock by a limited partnership, the general partner of which Mr.
DiNapoli is the sole shareholder. In making this disclosure, Comerica relied on
the directors' and executive officers' written representations and a review of
copies of the reports filed with the Commission.
10
<PAGE>
TRANSACTIONS OF DIRECTORS AND
EXECUTIVE OFFICERS WITH COMERICA
The incumbent directors, director nominees and executive officers of Comerica,
their related entities, and members of their immediate families were customers
of and had transactions (including loans and loan commitments) with banking
affiliates of Comerica during 1998. Comerica made all loans and commitments 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 Comerica or its
subsidiaries, and the transactions 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 the date of this Proxy Statement.
EXECUTIVE OFFICERS
The following table provides information about Comerica's executive officers.
The executive officers are the Chairman, President, Vice Chairman, Chief
Financial Officer, and Controller of Comerica, officers of Comerica who are in
charge of principal business units, divisions or functions, and officers of
Comerica or its subsidiaries who perform significant policy making functions
for Comerica.
<TABLE>
<CAPTION>
AGE AS OF EXECUTIVE
APRIL 9, FIVE-YEAR OFFICER
NAME 1999 BUSINESS EXPERIENCE (/1/) SINCE
- -------------------------------------------------------------------------------
<C> <C> <S> <C>
Ralph W. Babb, Jr........ 50 Executive Vice President and 1995
Chief Financial Officer
(since June 1995), Comerica
Incorporated and Comerica
Bank; Vice Chairman,
Mercantile Bancorporation
Inc. and Mercantile Bank
(until June 1995).
John R. Beran............ 46 Executive Vice President 1995
(since May 1995), Comerica
Incorporated and Comerica
Bank; President and Chief
Executive Officer
(January 1994-April 1995),
Money Access Service
Corporation (electronic
banking services).
Joseph J. Buttigieg, 53 Executive Vice President 1992
III..................... (since June 1995), Comerica
Incorporated; Executive Vice
President (since June 1992),
Comerica Bank.
Richard A. Collister..... 54 Executive Vice President, 1992
Comerica Incorporated and
Comerica Bank.
Marvin J. Elenbaas....... 47 Senior Vice President, 1997
Controller and Chief
Accounting Officer (since
March 1998); First Vice
President, Controller and
Chief Accounting Officer
(until March 1998); First
Vice President (from
June 1992 until October
1997), Comerica Incorporated
and Comerica Bank.
George C. Eshelman....... 46 Executive Vice President 1994
(since January 1994),
Comerica Incorporated;
Executive Vice President
(since January 1994), Senior
Vice President (until January
1994), Comerica Bank.
J. Michael Fulton........ 50 Executive Vice President 1993
(since May 1997), Comerica
Incorporated; President and
Chief Executive Officer
(since July 1993), Comerica
Bank-California.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
AGE AS OF EXECUTIVE
APRIL 9, FIVE-YEAR OFFICER
NAME 1999 BUSINESS EXPERIENCE (/1/) SINCE
- -------------------------------------------------------------------------------
<C> <C> <S> <C>
Dale E. Greene........... 52 Executive Vice President 1996
(since March 1996), Senior
Vice President (until March
1996), Comerica Bank.
Charles L. Gummer........ 52 Executive Vice President 1992
(since May 1997), Comerica
Incorporated; President and
Chief Executive Officer,
Comerica Bank-Texas.
John R. Haggerty......... 55 Executive Vice President 1994
(since July 1994), Comerica
Incorporated and Comerica
Bank; Chairman and President
(since August 1997), Comerica
Acceptance Corporation;
Chairman and President (since
August 1998), Comerica Bank,
National Association;
President and Chief Executive
Officer (from July 1994 until
December 1997), Comerica
Mortgage Corporation;
Executive Vice President and
Director (until June 1994),
Banc One Mortgage
Corporation.
Thomas R. Johnson........ 55 Executive Vice President, 1992
Comerica Incorporated.
John D. Lewis............ 50 Vice Chairman (since January 1988
1994 and January 1990-June
1992), Executive Vice
President (June 1992-January
1994), Comerica Incorporated;
Vice Chairman (since March
1995 and January 1990-June
1992), Comerica Bank.
George W. Madison........ 45 Executive Vice President, 1997
General Counsel and Corporate
Secretary (since January
1997), Comerica Incorporated;
Executive Vice President,
General Counsel, Corporate
Secretary and Cashier (since
January 1997), Comerica Bank;
Partner (until January 1997),
Mayer, Brown & Platt (law
firm).
Ronald P. Marcinelli..... 49 Executive Vice President 1995
(since November 1995),
Comerica Incorporated and
Comerica Bank; Senior Vice
President (June 1992-November
1995), Comerica Bank.
Eugene A. Miller......... 61 Chairman and Chief Executive 1978
Officer, Comerica
Incorporated and Comerica
Bank.
Michael T. Monahan....... 60 President, Comerica 1992
Incorporated and Comerica
Bank.
David B. Stephens........ 53 Executive Vice President 1994
(since January 1994),
Comerica Incorporated and
Comerica Bank; Senior Vice
President (until January
1994), Comerica Bank.
James R. Tietjen......... 39 Senior Vice President and 1995
General Auditor (since
January 1995), First Vice
President and Interim General
Auditor (June 1994-December
1994), First Vice President
and Interstate Audit Manager
(January 1994-May 1994),
Comerica Incorporated.
</TABLE>
- -------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of Comerica and of Manufacturers National Corporation.
Comerica Bank, Comerica Bank-California, Comerica Bank-Texas, Comerica
Acceptance Corporation and Comerica Bank, National Association are wholly-
owned subsidiaries of Comerica. Comerica Mortgage Corporation was a wholly-
owned subsidiary of Comerica Bank and merged into Comerica Bank in December
1997.
12
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table summarizes the compensation of the five executive officers
of Comerica (the "named executive officers") who received the highest
compensation during the fiscal year ended December 31, 1998, and includes their
compensation for the fiscal years ended December 31, 1997 and December 31,
1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-----------------------------
AWARDS PAYOUTS
- ------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES
OTHER STOCK UNDERLYING LTIP ALL OTHER
ANNUAL AWARD(S) OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION (1)(2) (3)(4) (5) (6)(7)(8)
POSITION YEAR $ $ $ ($) (#) $ $
------------------ ------ ------- --------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 1998 750,000 1,200,000 10,247 0 75,000 300,000 32,586
Chairman of the Board 1997 700,000 1,120,000 14,286 0 112,500 280,000 33,405
and Chief Executive 1996 675,000 1,080,000 14,800 0 150,000 128,346 29,625
Officer, Comerica
Incorporated and
Comerica Bank
Michael T. Monahan 1998 550,000 770,000 11,011 0 50,000 219,113 17,366
President, Comerica 1997 510,000 714,000 9,994 0 75,000 206,307 18,465
Incorporated 1996 510,000 714,000 13,092 0 52,500 87,759 14,658
and Comerica Bank
John D. Lewis 1998 410,000 574,000 7,936 207,000 50,000 166,777 13,788
Vice Chairman, Comerica 1997 400,000 560,000 9,586 0 41,250 160,080 14,696
Incorporated and 1996 385,000 539,000 9,865 0 37,500 67,494 13,304
Comerica Bank
Ralph W. Babb, Jr. 1998 340,000 408,000 17,550 207,000 25,000 117,233 14,985
Executive Vice President 1997 325,000 390,000 20,954 0 21,000 110,763 15,904
and Chief Financial 1996 315,000 378,000 43,960 0 18,000 32,537 10,804
Officer, Comerica
Incorporated and
Comerica Bank
Joseph J. Buttigieg, III 1998 315,000 378,000 7,737 207,000 25,000 101,681 7,877
Executive Vice 1997 275,000 330,000 10,210 0 18,000 92,340 7,585
President, 1996 260,000 312,000 11,101 0 18,000 35,576 6,938
Global Corporate
Banking, Comerica
Incorporated and
Comerica Bank
</TABLE>
LTIP = long-term incentive plan
(1) As of December 31, 1998 each of the named executive officers held the
following number of shares of common stock ("restricted stock"), which the
named executive officer will forfeit if he does not remain an employee for
the term Comerica established: John D. Lewis, 3,000 shares with a market
value of $204,570; Ralph W. Babb, Jr., 18,000 shares with a market value of
$1,227,420; and Joseph J. Buttigieg, III, 18,000 shares with a market value
of $1,227,420. Comerica calculated the market value using the closing price
of Comerica's common stock of $68.19 per share on December 31,1998. The
market value does not give effect to the diminution in value due to the
restrictions on this stock.
(2) Comerica pays dividends on restricted stock at the same rate and on the
same terms that it pays dividends on its common stock.
(3) Comerica has never granted stock appreciation rights under Comerica's Long-
Term Incentive Plan.
(4) Numbers reflect the 1998 "3 for 2" stock split.
(5) Amounts in this column represent incentive awards based on Comerica's
average return on equity performance for a three-year period from 1996
through 1998. Comerica pays fifty percent of the award to each of the named
executive officers in cash and fifty percent of the award in shares of
common stock unless the executive defers the award. One hundred percent of
deferred awards are deemed invested in Comerica common stock and are paid
out in common stock. Executives may not transfer stock awarded through this
program until the executive's employment with Comerica terminates ("non-
transferable stock"). On March 19, 1999 Eugene A. Miller received 4,469
shares of non-transferable stock pursuant to his 1998 incentive award,
which number of shares Comerica calculated using a market price of $67.12
on that date. On March 12, 1999,
13
<PAGE>
each of the other named executive officers received shares of non-
transferable stock pursuant to their 1998 incentive awards: Michael T.
Monahan, 1,599 shares; John D. Lewis, 2,434 shares; Ralph W. Babb, Jr.,
1,711 shares; and Joseph J. Buttigieg, III, 742 shares. Comerica calculated
the number of shares to be awarded using a market price of $68.52 on that
date.
(6) Amounts for 1998 for each of the named executive officers include a $1,000
matching contribution and a $2,976 performance match under Comerica's
401(k) plan. Amounts for 1998 also include life insurance premiums paid by
Comerica for the benefit of the named executive officers (Eugene A. Miller,
$24,860; Michael T. Monahan, $13,390; John D. Lewis, $9,812; Ralph W. Babb,
Jr., $7,259; and Joseph J. Buttigieg, III, $3,901).
(7) Amounts for 1998 for each of the named executive officers include an
Employee Stock Purchase Plan matching contribution for the following named
executive officers in the amount set forth opposite such officer's name
(Eugene A. Miller, $3,750 and Ralph W. Babb, Jr., $3,750). All participants
in the Employee Stock Purchase Plan are eligible to receive matching
contributions.
(8) Amount for Michael T. Monahan does not include a $3,000,000 accrual in 1998
and preceding years for the severance payable upon his retirement in 1999.
The section captioned "Employment Contracts and Severance Agreements" of
this Proxy Statement describes the payment in further detail.
The following table provides information on stock options Comerica granted in
1998 to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR(/1/)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM
(/3/)
- ----------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT
SECURITIES OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (/2/) FISCAL YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- ---------- ------------ ----------- ---------- ------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 75,000 3.76% 71.58 03/20/2008 0 3,376,221 8,556,006
Michael T. Monahan 50,000 2.51% 71.58 03/20/2008 0 2,250,814 5,704,004
John D. Lewis 50,000 2.51% 71.58 03/20/2008 0 2,250,814 5,704,004
Ralph W. Babb, Jr. 25,000 1.25% 71.58 03/20/2008 0 1,125,407 2,852,002
Joseph J. Buttigieg, III 25,000 1.25% 71.58 03/20/2008 0 1,125,407 2,852,002
</TABLE>
(1) Comerica has never granted stock appreciation rights under Comerica's Long-
Term Incentive Plan.
(2) This column represents the number of options granted to each named
executive officer in 1998. These options have a ten year term and become
exercisable annually in 25% increments, beginning on January 15, 1999. The
exercise price is equal to the fair market value of the shares covered by
each option on the date each option was granted.
(3) Amounts in these columns represent the potential value which a holder of
the option may realize at the end of the option's term assuming the annual
rates of growth in the above columns. The value of the options has not been
discounted to reflect present values. These amounts are not intended to
forecast possible future appreciation, if any, of Comerica's stock price.
14
<PAGE>
The following table provides information concerning the exercise of stock
options by the named executive officers during the last fiscal year and the
value of unexercised options at December 31, 1998.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(/1/)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END FISCAL YEAR-END (/2/)
(#) ($)
SHARES ACQUIRED VALUE (#) (#) ($) ($)
NAME ON EXERCISE REALIZED (/3/) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 45,903 2,148,444 421,656 253,125 20,668,795 6,494,742
Michael T. Monahan 185,118 7,971,049 0 145,232 0 3,325,607
John D. Lewis 10,194 565,181 171,457 109,399 8,460,982 2,147,884
Ralph W. Babb, Jr. 0 0 31,125 55,375 1,327,868 1,090,353
Joseph J. Buttigieg, III 0 0 60,450 51,625 2,799,529 966,653
</TABLE>
(1) Comerica has never granted stock appreciation rights under Comerica's Long-
Term Incentive Plan.
(2) Value is calculated as of December 31, 1998 and is equal to the number of
shares of common stock multiplied by the closing price of a share of
Comerica's common stock. The closing price was $68.19 on December 31, 1998.
(3) Value is calculated based upon the difference between the per-share option
exercise price and the market value of a share of Comerica's common stock
on the date of exercise, multiplied by the applicable number of shares.
15
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS--IN LAST FISCAL YEAR(/1/)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
PERFORMANCE THRESHOLD TARGET MAXIMUM(/2/)
NAME PERIOD ($) ($) ($)
------------------------ ----------- --------- ------- ------------
<S> <C> <C> <C> <C>
Eugene A. Miller 1997-1999 0 162,000 324,000
Michael T. Monahan 1997-1999 0 115,000 201,250
John D. Lewis 1997-1999 0 86,000 150,500
Ralph W. Babb, Jr. 1997-1999 0 37,500 112,500
Joseph J. Buttigieg, III 1997-1999 0 35,000 105,000
</TABLE>
(1) Participants earn long-term awards under the Management Incentive Plan
based upon Comerica's attainment of specified objectives established by the
Compensation Committee in relation to Comerica's average return on common
equity during the three-year performance period. Comerica pays fifty
percent of the award in cash and fifty percent in shares of Comerica's non-
transferable common stock unless the participant defers the award. One
hundred percent of deferred awards are deemed invested in Comerica common
stock and are paid out in common stock.
(2) Each year Comerica determines the amount necessary to fund long-term awards
under the Management Incentive Plan for the upcoming year. The maximum
stated for each named executive officer represents the funded amount
allocable to the aggregate annual incentive pool based on such executive
officer's organizational level and base salary. Actual payments to the
named executive officer are a function of the amount of the annual
incentive received by such executive officer in each of the three
performance years occuring during the performance period as a percentage of
the aggregate annual incentive pool paid in those three years to all
participants in the Management Incentive Plan. As a result, an individual's
award may exceed or be less than the maximum funding allocable to that
executive officer as stated in the table above. In no case will the long-
term award, when combined with the annual incentive, exceed 200% of the
executive officer's base salary.
DEFINED BENEFIT PENSION PLAN BENEFITS
Comerica maintains the Comerica Incorporated Retirement Plan (1994 Amendment
and Restatement), a tax-qualified 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 the Comerica Plan to the
former participants of these plans.
The Pension Plan is a tax-qualified plan. Under the Internal Revenue Code of
1986 (the "Internal Revenue Code"), the current maximum annual pension that any
participant, including any named executive officer, may receive under a
qualified defined benefit plan is $130,000. The maximum annual compensation of
any participant which Comerica currently can consider in computing a pension
under a qualified plan is $160,000. To the extent that Tables I, II and III
reflect an annual pension greater than $130,000, or compensation above
$160,000, Comerica will pay the participant, including any named executive
officer, the additional amount under a non-qualified plan maintained by
Comerica.
16
<PAGE>
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. Comerica calculated
the amounts shown in Table I without applying the limitations under the
Internal Revenue Code which are discussed above and which apply to the Pension
Plan.
<TABLE>
<CAPTION>
TABLE I: ANNUAL PENSION UNDER PENSION PLAN
------------------------------------------
BASED ON YEARS OF CREDITED SERVICE
----------------------------------
FINAL
AVERAGE
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 13,821 $ 20,732 $ 27,642 $ 34,553 $ 41,463 $ 46,963
200,000 29,821 44,732 59,642 74,553 89,463 98,463
300,000 45,821 68,732 91,642 114,553 137,463 150,963
400,000 61,821 92,732 123,642 154,553 185,463 203,463
500,000 77,821 116,732 155,642 194,553 233,463 255,963
600,000 93,821 140,732 187,642 234,553 281,463 308,463
700,000 109,821 164,732 219,642 274,553 329,463 360,963
800,000 125,821 188,732 251,642 314,553 377,463 413,463
900,000 141,821 212,732 283,642 354,553 425,463 465,963
1,000,000 157,821 236,732 315,642 394,553 473,463 518,463
1,500,000 237,821 356,732 475,642 594,553 713,463 780,963
2,000,000 317,821 476,732 635,642 794,553 953,463 1,043,463
</TABLE>
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. Comerica calculated the amounts shown in
Tables II and III without applying the limitations under the Internal Revenue
Code which are discussed above and which apply to the Pension Plan.
<TABLE>
<CAPTION>
TABLE II: ANNUAL PENSION UNDER COMERICA PLAN
--------------------------------------------
BASED ON YEARS OF CREDITED SERVICE
----------------------------------
FINAL
AVERAGE
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 16,308 $ 24,461 $ 32,615 $ 40,769 $ 48,923 $ 57,076
200,000 33,808 50,711 67,615 84,519 101,423 118,326
300,000 51,308 76,961 102,615 128,269 153,923 179,576
400,000 68,808 103,211 137,615 172,019 206,423 240,826
500,000 86,308 129,461 172,615 215,769 258,923 302,076
600,000 103,808 155,711 207,615 259,519 311,423 363,326
700,000 121,308 181,961 242,615 303,269 363,923 424,576
800,000 138,808 208,211 277,615 347,019 416,423 485,826
900,000 156,308 234,461 312,615 390,769 468,923 547,076
1,000,000 173,808 260,711 347,615 434,519 521,423 608,326
1,500,000 261,308 391,961 522,615 653,269 783,923 914,576
2,000,000 348,808 523,211 697,615 872,019 1,046,423 1,220,826
- -----------------------------------------
</TABLE>
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.
17
<PAGE>
<TABLE>
<CAPTION>
TABLE III: ANNUAL PENSION UNDER MANUFACTURERS PLAN
--------------------------------------------------
BASED ON YEARS OF CREDITED SERVICE
----------------------------------
FINAL
AVERAGE
COMPENSATION* 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 14,365 $ 21,548 $ 28,731 $ 35,914 $ 43,096 $ 48,096
200,000 31,065 46,598 62,131 77,664 93,196 103,196
300,000 47,765 71,648 95,531 119,414 143,296 158,296
400,000 64,465 96,698 128,931 161,164 193,396 213,396
500,000 81,165 121,748 162,331 202,914 243,496 268,496
600,000 97,865 146,798 195,731 244,664 293,596 323,596
700,000 114,565 171,848 229,131 286,414 343,696 378,696
800,000 131,265 196,898 262,531 328,164 393,796 433,796
900,000 147,965 221,948 295,931 369,914 443,896 488,896
1,000,000 164,665 246,998 329,331 411,664 493,996 543,996
1,500,000 248,165 372,248 496,331 620,414 744,496 819,496
2,000,000 331,665 497,498 663,331 829,164 994,996 1,094,996
</TABLE>
- -------------------------
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.
Comerica computed annual pensions under the Pension Plan using base salary and
bonuses for the year earned as reflected on page 13 in the Summary Compensation
Table.
The estimated years of service credited under the Pension Plan for each of the
named executive officers as of April 9, 1999 are as follows: Eugene A. Miller,
35 years; Michael T. Monahan, 35 years; John D. Lewis, 28.5 years; Ralph W.
Babb, Jr., 2.5 years; and Joseph J. Buttigieg, III, 27 years. The years of
service credited to Messrs. Miller and Lewis 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; and Mr. Lewis, 23.5
years. The years of service credited to Messrs. Monahan and Buttigieg include
the following years of service credited under the Manufacturers Plan for which
a past service pension is payable under the Pension Plan: Mr. Monahan, 32.5
years; and Mr. Buttigieg, 21.5 years.
Under the Pension Plan, a participant who is unmarried at the time he or she
retires generally receives a pension in the form of a straight life annuity,
the annual amounts of which are listed in the tables above. A participant who
is married at the time he or she retires generally receives a pension in the
form of 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.
18
<PAGE>
EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS
EUGENE A. MILLER is a party to an employment agreement with Comerica./1/ The
agreement provides that Mr. Miller will serve as Chairman of the Board and
Chief Executive Officer of Comerica through June 30, 1999. On July 1, 1999, the
term of the agreement will extend automatically every two years until Mr.
Miller's 65th birthday unless a majority of the directors of Comerica vote
against an extension. For the duration of the agreement, Comerica has agreed to
nominate Mr. Miller to serve on its board.
During the term of his employment agreement, Comerica pays Mr. Miller a base
salary and annual bonus payments in amounts determined by the Compensation
Committee as commensurate with his position and performance. He also is
eligible for option grants and restricted stock awards under Comerica's Long-
Term Incentive Plan. These grants and awards also will be commensurate with his
position and performance. In addition, Mr. Miller is eligible to participate in
all of Comerica'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 Comerica maintains.
If Comerica terminates Mr. Miller's employment without cause, or Mr. Miller
resigns for good reason, or Comerica causes Mr. Miller's employment agreement
to expire prior to his 65th birthday, Mr. Miller will receive the following
principal benefits:
. three times his annual base salary plus an amount equal to his average
annual bonus during the three-year period prior to the termination of his
employment, which will be paid in quarterly installments over a three-year
period;
. accelerated vesting of any unexercised stock options;
. the early lapse of restrictions on previously awarded shares of restricted
stock;
. 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;
. continuation of his life insurance coverage for three years; and
. commencing at the end of the three year payment period referred to above, a
payment in the form elected by Mr. Miller under Comerica's defined benefit
pension plan and excess benefit plan, in an amount equal to the excess of
(a) the retirement benefits Mr. Miller would have received under the plans
if he continued to work until age 65, 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, Comerica will pro-rate the amount payable in connection with his
salary for the time period remaining until he reaches age 65. If Mr. Miller's
employment terminates for any of the reasons referred to above, the employment
agreement also provides that Comerica will use its best efforts, subject to the
fiduciary duties of the board, 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.
- -------------------------
/1/ The Change of Control Agreement, described below, supersedes this agreement
if there is a Change of Control as defined in the Change of Control Agreement.
19
<PAGE>
If Mr. Miller retires, resigns without a good reason, or if his employment
terminates because of disability or death, or if Comerica terminates Mr.
Miller's employment for cause, Mr. Miller will receive his annual base salary
to the date of termination, and fringe benefits and life, health, disability
and accident insurance to the date of termination.
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 Comerica assumed 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 Comerica, Comerica 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 if Comerica involuntarily terminates his employment with Comerica
before June 1, 1999, or if his employment with Comerica terminates for any
reason on June 1, 1999:
. a cash payment of $3,000,000;
. 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;
. medical benefits for life; and
. except in the case of a voluntary retirement before June 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.
RALPH W. BABB, JR. is a party to a Supplemental Pension and Retiree Medical
Agreement with Comerica. Comerica will provide Mr. Babb with a supplemental
pension to equalize the effect his earlier departure from his previous employer
had on his pension. In addition, Comerica will provide Mr. Babb and his spouse
with retiree medical and accidental insurance coverage for his or her lifetime
on a basis no less favorable than such benefits are provided to them as of the
date of the agreement. The supplemental pension and the medical and accidental
insurance coverage will vest upon the earlier of:
. June 1, 2000;
. a change in control of Comerica;
. Comerica's termination of Mr. Babb's employment without cause or Mr. Babb's
decision to terminate for good reason; or
. Mr. Babb's death or disability.
In addition, Mr. Babb's option to purchase 22,500 shares of Comerica's common
stock, which Comerica granted to Mr. Babb upon his initial employment with
Comerica, will become immediately exercisable upon his death or disability. Mr.
Babb's 15,000 shares of restricted common stock, which Comerica awarded to Mr.
Babb upon his initial employment with Comerica, will immediately vest upon his
death or disability.
20
<PAGE>
CHANGE OF CONTROL AGREEMENTS
Each named executive officer, other than Mr. Monahan, is a party to a change of
control employment agreement with Comerica. These agreements become effective
only in the event of a change of control as defined in the agreement.
The agreement is for an initial three-year period (the "Agreement Period"),
commencing on the date the executive and Comerica sign the agreement, and is
extended automatically at the end of each year for an additional one year
unless Comerica delivers written notice to the named executive officer, at
least sixty days prior to the annual renewal date, that his agreement will not
be extended. Comerica intends that the Agreement Period will always be three
years.
If a change of control of Comerica occurs during the Agreement Period, the
employment period begins and Comerica will continue the executive's employment
for a period of thirty months from the date of the change of control. During
this employment period:
. The executive's position and duties will be at least commensurate with the
most significant duties held by him during the 120 day period prior the date
of a change of control.
. Comerica will assign the executive an office at the location where he was
employed on the date the change of control occurred or an office less than
60 miles from such office.
. Each executive will receive a monthly base salary equal to or greater than
the highest monthly base salary he earned from Comerica during the twelve
month period prior to the date of the change of control, and an annual cash
bonus at least equal to the highest bonus he earned during any of the last
three fiscal years prior to the date the change of control occurred.
(Comerica will annualize the amount of the bonus earned by the executive
during any of these years if the executive was not employed by Comerica for
the entire three-year period.)
. The executive also will be eligible to receive annual salary increases and
to participate in all of Comerica's executive compensation plans and
employee benefit plans, including health, accident, disability and life
insurance benefit plans, at least equal to the most favorable of those plans
which were in effect at any time during the 120 day period preceding the
effective date of his agreement.
If the executive dies or becomes disabled during the employment period, he or
his beneficiary will receive accrued obligations, including salary, pro rata
bonus, deferred compensation and vacation pay, and death or disability
benefits.
The agreement also provides severance benefits to the executive if Comerica
terminates his employment for a reason other than cause or disability or if he
resigns for good reason during the employment period. Good reason under the
agreement includes termination of the agreement by the executive for any reason
during the 30-day period immediately following the first anniversary of the
change of control. If the executive becomes entitled to receive severance
benefits under his agreement, he will receive in addition to other benefits:
. any unpaid base salary through the date of termination;
. a proportionate bonus based upon the highest annual bonus he earned during
any of the last three fiscal years prior to the effective date of his
agreement or during the most recently completed fiscal year;
21
<PAGE>
. an amount equal to three times his annual base salary;
. an amount equal to three times the highest annual bonus he earned during any
of the last three fiscal years prior to the effective date of his agreement
or during the most recently completed fiscal year;
. payment under Comerica's defined benefit pension plan and any excess benefit
plan in which he participates, in an amount equal to the excess of: (a) the
retirement benefits he would receive under the plans if he continued to
receive service credit for three years after the date his employment was
terminated, over (b) the retirement benefits he actually accrued under the
plans;
. continuation of health, accident, disability 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
. payment of any legal fees and expenses reasonably incurred by him to enforce
his rights under the agreement.
If the Internal Revenue Service subjects any payment to the executive under the
change of control employment agreement to an excise tax under Section 4999 of
the Internal Revenue Code, the executive 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. However, this additional payment
will not be made to the executive unless the payment exceeds 110% of the
payments that could have been made to him without the imposition of an excise
tax.
The executive will also receive any benefits he may have under any other
agreement with, or benefit plan or arrangement of, Comerica.
-------------------------
22
<PAGE>
THE FOLLOWING COMPENSATION COMMITTEE REPORT AND PERFORMANCE GRAPH WILL NOT BE
INCORPORATED BY REFERENCE INTO ANY OF COMERICA'S PREVIOUS FILINGS UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934.
COMPENSATION COMMITTEE REPORT
Comerica establishes the annual compensation for Comerica's Chairman and Chief
Executive Officer based on the recommendation of the Compensation Committee to
the Board of Directors. The committee reviews and approves the annual
compensation for Comerica's President, Vice Chairman, Executive Vice Presidents
and other executive officers based on the recommendations of management. All
the members of the committee are non-employee directors.
COMPENSATION PHILOSOPHY
Comerica designed its compensation program to attract, motivate, reward and
retain superior executive talent. The program emphasizes performance-based
compensation and encourages long-term strategic decision making.
The principal components of the executive compensation program are base
salaries, annual and long-term management incentive awards and long-term stock
incentive awards.
In determining appropriate levels of compensation for the Chairman and Chief
Executive Officer, the President, the Vice Chairman, Executive Vice Presidents
and other executive officers, the committee evaluates: (1) Comerica's
performance in relation to established performance goals which are discussed
below; (2) Comerica'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 select group of bank holding companies (the
"compensation peer group") discussed below.
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 Comerica's performance graph, though there are some
differences.
Prior to 1998, the "compensation peer group" consisted of fourteen super-
regional bank holding companies located primarily in the Midwest. In the third
quarter of 1998, due to the banking industry's ongoing consolidation and the
reduction in the number of peer banks, the committee approved use of a new
"compensation peer group." The committee chose the thirty-seven banks included
in the group from the top fifty bank holding companies as the most reliable
benchmark group based on regression analysis by Comerica's independent
executive compensation consultant. The regression analysis considered both size
and performance variables including, but not limited to, assets, revenue and
return on equity.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Comerica's Board of Directors relies on the Chairman and Chief Executive
Officer to provide effective leadership and execute a successful business plan
for the entire organization. Other key measures of the Chairman and Chief
Executive Officer's performance include development of the senior managers of
Comerica and the leadership role he plays within the community.
23
<PAGE>
Subject to the board's approval of his annual compensation, the committee
establishes Mr. Miller's base salary, management incentive award, stock option
grants and, when appropriate, restricted stock awards in amounts commensurate
with his performance and position, in accordance with Comerica'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 1997, Comerica, with the assistance of Comerica's
independent executive compensation consultant, conducted a review of the
competitiveness of Comerica's executive compensation program. Based on this
review, the committee determined that Comerica's base salaries for the named
executive officers, including the Chief Executive Officer, were at or slightly
below the median base salaries of the "compensation peer group." The committee
increased Mr. Miller's base salary by approximately seven percent to reflect
his performance and contribution to the organization's success and to promote
retention by raising his base salary to a level more commensurate with that of
chief executive officers in the "compensation peer group."
MANAGEMENT INCENTIVE PLAN
The committee members believe that return on equity is a key measure of
corporate performance. Therefore, Comerica maintains a Management Incentive
Plan for executive officers which provides for incentives that are driven by a
formula based on Comerica's return on common equity in relation to the
"performance peer group" and in relation to return on common equity targets
which the committee approves annually. All awards under the plan are
discretionary.
For 1998, Comerica based its payment of incentive awards on Comerica achieving
a minimum return on common equity of fourteen percent. Maximum incentive awards
become payable when Comerica achieves a return on common equity of nineteen
percent or greater. The committee established these targets in the first
quarter of 1997. Once the committee determined Comerica's performance in
relation to these targets, the committee established a pool of awards for
distribution under the incentive plan. The distribution of individual awards to
the Chairman and Chief Executive Officer and the other participants in the
program is based on corporate performance, individual performance and
individual levels of responsibility within Comerica. Mr. Miller's award under
the plan also is subject to the terms of his employment agreement.
The 1998 management incentive awards for the Chairman and Chief Executive
Officer and the other named executive officers were based on the 1998 return on
common equity of 21.17 percent which placed Comerica (ranked at number four),
in the top ten among the "performance peer group." Comerica determined the
return on common equity by deducting an adjustment to reported earnings equal
to sixty percent of the 1996 after-tax restructuring charge.
Mr. Miller's 1998 annual award under the Management Incentive Plan reflects
Comerica's return on common equity performance as well as Mr. Miller's
contribution to that performance. Using regression analysis, Mr. Miller's 1998
annual cash compensation, which includes this award and his base salary, is at
or above the predicted level for the revised "compensation peer group."
24
<PAGE>
To reward consistent superior performance over a three-year period, the
Management Incentive Plan provides for an additional award to be paid if
Comerica's average return on common equity for the most recent three-year
period ranks among the top twenty in the "performance peer group." Comerica
pays fifty percent of the additional award in the form of non-transferrable
common stock and fifty percent in cash unless the named executive officer
elects to defer the award. Deferred awards are deemed invested one-hundred
percent in Comerica common stock. Comerica attaches a non-transferability
restriction to the stock grant which precludes 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
Comerica's senior officers with those of the shareholders.
Comerica's adjusted average return on common equity of 20.11 percent for the
three-year period from 1996 through 1998 ranked among the top ten of the
"performance peer group." This is the third time since the inception of the
plan that a long term incentive award was made to reward for this consistent
superior performance. Mr. Miller's long term incentive payment was based on his
position at Comerica and contribution to this success.
STOCK-BASED AWARDS
Comerica's key officers and employees, including all of its named executive
officers, are eligible to receive stock-based awards under Comerica's Long-Term
Incentive Plan. The plan's objective is to align the interests of Comerica's
key officers and employees with those of its shareholders.
Awards in 1998 consisted principally of stock option grants with exercise
prices equal to the fair market value of Comerica's common stock on the grant
date. Because executives receive value from stock option grants only in the
event of stock price appreciation, the committee believes stock options are a
strong incentive to improve long term financial performance and increase
shareholder value. Comerica based individual grants in 1998 on corporate
performance and on individual levels of responsibility and contributions to
Comerica.
Comerica's independent executive compensation consultant reported that the size
of Comerica's stock option grants for the named executive officers has been
conservative when compared to those for Comerica's "compensation peer group."
It has been Comerica's goal to provide stock-based awards at least equal to the
median awards provided by banks of this peer group. It is also Comerica's goal
to encourage stock ownership for all levels of employees.
Comerica allocates grants of stock options to the Chairman and Chief Executive
Officer and the other named executive officers from a pool of options which
Comerica creates each year based on: (1) Comerica's overall performance and (2)
a percentage of each officer's base salary. Comerica bases each named executive
officer's grant from the stock pool on the committee's assessment of his or her
individual performance.
STOCK OWNERSHIP GUIDELINES
Effective January 1, 1995, Comerica implemented stock ownership guidelines
which encourage senior officers to own a significant number of shares of
Comerica's common stock. The stock ownership targets require Comerica's senior
officers to own a number of shares with a value equal to the senior officer's
annual salary times a certain multiple. Comerica encourages its senior officers
to achieve the targeted stock ownership levels within five years of January 1,
1995 or of becoming a senior officer. The Chairman and Chief Executive Officer,
President, Vice Chairman and all Executive Vice Presidents currently meet their
respective stock ownership targets.
25
<PAGE>
STOCK OWNERSHIP TARGETS
<TABLE>
<CAPTION>
MULTIPLE OF YEARS TO
LEVEL ANNUAL ATTAIN
SALARY
------------------------------------------------------------
<S> <C> <C>
Chairman and Chief Executive Officer 5.0 times 5 Years
President 3.5 times 5 Years
Vice Chairman 3.0 times 5 Years
Executive Vice President 3.0 times 5 Years
Senior Vice President 2.0 times 5 Years
First Vice President 1.0 times 5 Years
</TABLE>
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The committee's objective is to structure Comerica's executive compensation
programs to maximize the deductibility of executive compensation under 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 Section 162(m) of the Internal Revenue Code.
THE COMPENSATION COMMITTEE
Wayne B. Lyon, Chairman
Max M. Fisher
Alfred A. Piergallini
Martin D. Walker
26
<PAGE>
PERFORMANCE GRAPH
The performance shown on the graph below is not necessarily indicative of
future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMERICA INCORPORATED, KEEFE 50-BANK INDEX AND S&P 500 INDEX
(ASSUMES $100 INVESTED ON 12/31/93 AND REINVESTMENT OF DIVIDENDS)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD COMERICA KEEFE
(FISCAL YEAR COVERED) INCORPORATED 50-BANK S&P 500
- --------------------- ------------ ------- -------
<S> <C> <C> <C>
1993 100 100 100
1994 96 95 101
1995 164 152 139
1996 222 215 171
1997 391 314 229
1998 452 340 294
</TABLE>
27
<PAGE>
INDEPENDENT ACCOUNTANT
Upon recommendation of the Audit and Legal Committee, the board selected Ernst
& Young LLP as independent accountant to audit Comerica's financial statements
for 1999. Ernst & Young also audited Comerica's financial statements for 1998.
Representatives of Ernst & Young will attend the annual meeting and you may ask
questions of Ernst & Young if you wish.
SHAREHOLDER PROPOSALS
If you would like Comerica to consider a proposal for inclusion in Comerica's
Proxy Statement for the 2000 Annual Meeting of Shareholders, you must ensure
that Comerica receives the proposal no later than December 10, 1999. Proposals
must comply with applicable laws and regulations and you must mail the proposal
to Comerica by certified or registered mail to the Corporate Secretary,
Comerica Incorporated, Comerica Tower at Detroit Center, 500 Woodward Avenue,
33rd Floor, MC 3391, Detroit, Michigan 48226.
Under Comerica's bylaws, shareholders of Comerica must provide advance notice
to Comerica if they wish to nominate persons for election as directors or
propose items of business at an annual meeting of Comerica's shareholders. In
the case of an annual meeting of shareholders, you must deliver this notice not
later than the close of business on the 90th day nor earlier than the close of
business on the 120th day or prior to the first anniversary of the immediately
preceding year's annual meeting of shareholders (i.e., for the 2000 Annual
Meeting of Shareholders, you must deliver such notice not later than the close
of business on February 21, 2000 nor earlier than the close of business on
January 21, 2000). If, however, Comerica calls the annual meeting of
shareholders for a date that is more than 30 days before or more than 60 days
after such anniversary date, Comerica must receive your notice not earlier than
the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which Comerica first made a
public announcement of the date of such meeting of shareholders. If the number
of directors to be elected to the board at the annual meeting is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased board at least 100 days prior to the first
anniversary of the immediately preceding year's annual meeting, then Comerica
will consider your notice timely (but only with respect to nominees for any new
positions created by such increase), if Comerica receives notice not later than
the close of business on the 10th day following the day on which such public
announcement is first made by Comerica. In the case of a special meeting of
shareholders called for the purpose of electing directors, your written notice
must be delivered not later than the close of business on the 10th day
following the day on which Comerica mails notice or makes public disclosure of
the date of the special meeting, whichever occurs first. You may receive a copy
of Comerica's bylaws specifying the advance notice requirements by making a
written request to the undersigned Corporate Secretary of Comerica.
28
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS
Comerica mailed the 1998 Annual Report to Shareholders, containing financial
statements and other information about the operations of Comerica for the year
ended December 31, 1998, to you in March 1999. You should not regard the 1998
Annual Report as proxy soliciting material.
OTHER MATTERS
The board is not aware of any other matter to be presented at the annual
meeting. The board does not intend to submit any additional matters for a vote
at the meeting and no shareholder has provided the required notice of the
shareholder's intention to propose any matter at the meeting. However, if any
other matters are properly brought before 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 Comerica's bylaws, the board may, without notice, properly submit
additional matters for a vote at the meeting. If the board does so, 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.
By Order of the Board of Directors,
/s/ George W. Madison
George W. Madison
Executive Vice President,
General Counsel and Corporate Secretary
April 9, 1999
29
<PAGE>
Location of Comerica Incorporated
Annual Meeting of Shareholders
The Detroit Institute of Arts
5200 Woodward Avenue, Detroit, Michigan 48202
(313) 833-7900 sss.dia.org
[MAP TO THE DETROIT INSTITUTE OF ARTS]
Free valet parking is available at the Farnsworth Entrance to The Detroit
Institute of Arts.
<PAGE>
- --------------------------------------------------------------------------------
[COMERICA LOGO]
COMERICA INCORPORATED
1999 ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1999
[COMERICA LOGO]
COMERICA INCORPORATED PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints Mark W. Yonkman and Kristina S. Pennex as Proxies,
each with the power to appoint his or her 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 24, 1999, at
the annual meeting of shareholders to be held on May 21, 1999 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.
COMERICA INCORPORATED
1999 ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1999
9:30 A.M.
The Detroit Institute of Arts
5200 Woodward Avenue
Detroit, Michigan
See reverse for voting instructions.
<PAGE>
- --------------------------------------------------------------------------------
COMPANY #
CONTROL #
VOTE BY TELEPHONE OR THE INTERNET
- --------------------------------------------------------------------------------
Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy
card. The deadline for telephone and Internet voting is noon (Eastern Daylight
Savings Time), May 19, 1999.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
1. Using a touch-tone telephone, dial 1-800-240-6326. You may dial this toll
free number at your convenience 24 hours a day, 7 days a week.
2. When prompted, enter the 3 digit Company Number and the 7 digit Control
Number which are located in the box in the upper right hand corner of the
proxy card.
3. Follow the simple instructions provided.
VOTE BY THE INTERNET -- HTTP://WWW.EPROXY.COM/CMA/ -- QUICK *** EASY ***
IMMEDIATE
1. Using the Internet, log-on to HTTP://WWW.EPROXY.COM/CMA/ which is available
24 hours a day, 7 days a week.
2. When prompted, enter the 3 digit Company Number and the 7 digit Control
Number which are located in the box in the upper right hand corner of the
proxy card to create an electronic ballot.
3. Follow the simple instructions provided on the screen.
IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.
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<TABLE>
<CAPTION>
<S><C>
Election of directors: 01 J. Philip DiNapoli 02 Wayne B. Lyon [_]Vote FOR all [_]Vote WITHHELD
03 Alfred A. Piergallini 04 Patricia M. Wallington nominees from all nominees
</TABLE>
(INSTRUCTIONS: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY INDICATED
NOMINEE, WRITE THE NUMBER(S) OF THE
NOMINEE(S) IN THE BOX PROVIDED TO
THE RIGHT.)
IN THEIR DISCRETION, PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS
MAY PROPERLY BE BROUGHT BEFORE THE MEETING.
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.
Address Change? Mark Box[_]
Indicate changes below: Date ______________
Signature(s) in Box
Please sign exactly as your name ap-
pears. 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 au-
thorized officer. If a partnership,
please sign in partnership name by an
authorized person.
<PAGE>
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PLEASE VOTE BY TELEPHONE OR THE INTERNET.
PLEASE READ THE INSTRUCTIONS BELOW.
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Comerica encourages you to take advantage of the following convenient ways to
vote your shares for matters to be covered at the 1999 Annual Meeting of
Shareholders. Please take the opportunity to use one of the two voting methods
outlined below to cast your ballot. These methods are easy to use and save
Comerica postage and other expenses.
VOTE BY PHONE: 1-800-240-6326
. Use any touch-tone telephone to vote your proxy.
. Have your proxy card in hand when you call.
. You will be prompted to enter the 3 digit Company Number and the 7
digit numeric Control Number which is located on your proxy card. You
then follow the simple instructions the system provides you.
OR
VOTE BY THE INTERNET: WWW.EPROXY.COM/CMA/
. Use the Internet to vote your proxy.
. Have your proxy card in hand when you access the web site.
. You will be prompted to enter the 3 digit Company Number and the 7
digit numeric Control Number which is located on your proxy card
to create an electronic ballot.
If you vote by phone or vote using the Internet, please do not mail your
proxy.
THANK YOU FOR VOTING BY PHONE OR THE INTERNET.
