COMERICA INC /NEW/
COMERICA INC DIRECTOR FEE DEFERRAL PLAN
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<TYPE>EX-10.14
<SEQUENCE>8
<FILENAME>k74575exv10w14.txt
<DESCRIPTION>COMERICA INC DIRECTOR FEE DEFERRAL PLAN
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                                                                   EXHIBIT 10.14







                                                            Amended and Restated
                                                         As of November 26, 2002
                                               Board Approval: November 26, 2002















                              COMERICA INCORPORATED
                           DIRECTOR FEE DEFERRAL PLAN









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                                                            Amended and Restated
                                                         As of November 26, 2002


                              COMERICA INCORPORATED
                           DIRECTOR FEE DEFERRAL PLAN



                                TABLE OF CONTENTS



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SECTION I - PURPOSE................................................1

SECTION II - DEFINITIONS...........................................1

SECTION III - ELIGIBILITY..........................................2

SECTION IV - PROCEDURES RELATING TO DEFERRALS......................2

SECTION V - CREDITING OF EARNINGS TO ACCOUNTS......................4

SECTION VI - DISTRIBUTION OF DEFERRED FEES.........................5

SECTION VII - DESIGNATION OF BENEFICIARY...........................6

SECTION VIII - MISCELLANEOUS PROVISIONS............................6
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                                                            Amended and Restated
                                                         As of November 26, 2002


                              COMERICA INCORPORATED
                           DIRECTOR FEE DEFERRAL PLAN


SECTION I-- PURPOSE

The purpose of this Plan is to allow an eligible director to defer Director
Fees, under the conditions provided herein, into a Mutual Fund Unit Account.
Each eligible director of the Corporation may not defer more than one-half of
his or her Director Fees into a Mutual Fund Unit Account. Eligible directors of
any Subsidiary of the Corporation or an Advisory Board may defer all or any
portion of their Director Fees into a Mutual Fund Unit Account.

SECTION II - DEFINITIONS

The following words and phrases, wherever capitalized, shall have the following
meanings respectively:

A.    "Advisory Board" means a special board of directors appointed to advise a
      Subsidiary of the Corporation.

B.    "Beneficiary(ies)" means such individual(s) or entity(ies) designated on
      the most recent Beneficiary Designation the director has properly
      submitted to the Corporation in accordance with Section VII of the Plan or
      by the Corporation in accordance with Section VII of the Plan if there is
      no valid Beneficiary Designation.

C.    "Beneficiary Designation" means the written notice designating the
      director's Beneficiary(ies), on such form as may be modified by the Plan
      Administrator from time to time.

D.    "Cancellation of Deferral Election" means a written notice of cancellation
      of election to defer unearned Director Fees made by the Participant, on
      such form as may be modified by the Plan Administrator from time to time.

E.    "Code" means the Internal Revenue Code of 1986, as amended, or any
      successor statute.

F.    "Committee" means the Corporate Governance and Nominating Committee of the
      Board of Directors of the Corporation, or any successor committee duly
      authorized by the Board of Directors of the Corporation.

G.    "Corporate Secretary" means the Secretary of Comerica Incorporated, and
      its successors and assigns.

H.    "Corporation" means Comerica Incorporated, a Delaware corporation, and its
      successors and assigns.



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                                                            Amended and Restated
                                                         As of November 26, 2002


I.    "Deferral Election" means a written notice to defer the payment of
      unearned Director Fees made by the Participant on the applicable form, as
      such form may be modified by the Plan Administrator from time to time.

J.    "Director Fees" means a director's annual retainer and any fees earned by
      the director for performing his or her director duties, including fees for
      attending board meetings, fees for attending meetings of any committee of
      the board of the Corporation or its Subsidiaries or an Advisory Board, if
      any, and fees for serving as chairman of any committee of the board of the
      Corporation or its Subsidiaries or an Advisory Board.

K.    "Mutual Fund Unit Account" means an account established under Section V of
      this Plan, solely for book-keeping purposes, in the name of each director
      to record those Director Fees that have been deferred to such account and
      earnings thereon.

L.    "Participant" means an eligible director for whom a Mutual Fund Unit
      Account is maintained under the Plan.

M.    "Plan" means the Comerica Incorporated 1999 Director Fee Deferral Plan,
      the provisions of which are set forth herein, as it may be amended and
      restated from time to time.

N.    "Plan Administrator" means one or more individuals appointed by the
      Committee to handle the day-to-day administration of the Plan.

O.    "Reallocation Form" means a written notice to reallocate previously
      deferred Director Fees and Directors Fees to be earned in the future on
      the applicable form, as such form may be modified by the Plan
      Administrator from time to time.

P.    "Subsidiary" means any corporation, partnership or other entity, a
      majority of whose stock or interests is owned by the Corporation.

Q.    "Unforeseeable Emergency" means a severe financial hardship to the
      Participant resulting from a sudden and unexpected illness or accident of
      the Participant or of a dependent (within the meaning of Code Section
      152(a)) of the Participant, loss of the Participant's property due to
      casualty, or other similar extraordinary and unforeseeable circumstances
      arising as a result of events beyond the control of the Participant.

SECTION III - ELIGIBILITY

Each director of the Corporation, each director of any Subsidiary of the
Corporation and each director of an Advisory Board of a Subsidiary of the
Corporation shall be eligible to participate in the Plan provided any such
director is not an employee of the Corporation or an employee of any Subsidiary
of the Corporation.

SECTION IV - PROCEDURES RELATING TO DEFERRALS


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                                                            Amended and Restated
                                                         As of November 26, 2002


A. Deferral of Director Fees.


      1.    Deferral for Directors of the Corporation. No more than one-half of
            the Director Fees of each of the Corporation's directors shall be
            subject to a Deferral Election (other than length of deferral and
            schedule of pay-out) under this Plan. The remainder of the Director
            Fees of each Corporation director shall be deferred automatically as
            provided in the Comerica Incorporated Common Stock Director Fee
            Deferral Plan.

      2.    Deferral for Directors of any Subsidiary. Directors of any
            Subsidiary of the Corporation may defer any portion of their
            Director Fees under this Plan.

      3.    Deferral for Directors of any Advisory Board. Directors of an
            Advisory Board of any Subsidiary of the Corporation may defer any
            portion of their compensation under this Plan.

      4.    Minimum Deferral Period. The minimum period of deferral for Director
            Fees deferred pursuant to this Section IV shall be the lesser of the
            number of years remaining before regular retirement or five years
            from the date of payment of the Director Fees. In the event a
            director of an Advisory Board of any Subsidiary of the Corporation
            does not indicate the period of deferral, such Director Fees shall
            be deferred for a period of five years from the date of payment of
            such Director Fees and paid out in a single lump sum upon the fifth
            anniversary of the date of payment of such Director Fees.

B.    Deferred Director Fees. Once deferred under this Plan, a director may not
      withdraw Director Fees or receive any distributions thereof, except in
      accordance with Section VI of this Plan.

C.    Deferral Procedures. Any eligible director wishing to defer Director Fees
      must submit a Deferral Election to the Corporate Secretary at 500
      Woodward, MC 3391, Detroit, Michigan 48226-3391 or such other person, who
      may be the Plan Administrator, as designated by the Committee from time to
      time, prior to the beginning of the calendar year during which the
      Director Fees are to be earned. However, any newly-appointed or
      newly-elected director may submit a Deferral Election with respect to
      unearned Director Fees within sixty days of his or her appointment or
      election. A Deferral Election pursuant to this Plan may cover all or a
      portion of the Director Fees which may be deferred pursuant to this Plan,
      but shall not cover amounts subject to an automatic deferral pursuant to
      the Comerica Incorporated Common Stock Director Fee Deferral Plan, and
      shall designate into which mutual fund and in what proportions the
      Director Fees deferred under this Plan will be recorded.

D.    Irrevocability. A director may not modify or revoke a Deferral Election
      (except to the extent he or she is permitted to reallocate among
      investment options), once the director has performed the services that
      entitle the director to the Director Fees or




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                                                            Amended and Restated
                                                         As of November 26, 2002


      has been paid the Director Fees, whichever occurs earlier. If a director
      has submitted a Deferral Election relating to Director Fees to be earned
      in the future, he or she may modify such election by submitting a new
      Deferral Election prior to the beginning of the calendar year in which the
      Director Fees will be earned. Any such Deferral Election will supersede
      any previous Deferral Election as it relates to Director Fees to be earned
      in future years.

E.    Cancellation. A Deferral Election may be canceled by submitting a
      Cancellation of Deferral Election. A director who cancels a Deferral
      Election may not submit a new Deferral Election before at least twelve
      months have elapsed from the effective date of the cancellation. A
      Cancellation of Deferral Election shall be effective as to Director Fees
      to be earned after the date of delivery of the Cancellation of Deferral
      Election.

SECTION V - CREDITING OF EARNINGS/LOSSES TO ACCOUNTS

A.    Value of Mutual Fund Unit Account. Director Fees which have been deferred
      under this Plan shall be credited to Mutual Fund Unit Accounts created by
      and recorded on the books of the Corporation from time to time, solely for
      book-keeping purposes. As of the last day of each month or on a more
      frequent basis if practicable, each Mutual Fund Unit Account shall be
      adjusted as follows:

      1.    A Participant's Mutual Fund Unit Account shall be "hypothetically
            invested" in one or more of the mutual funds offered for investment
            by the Committee and designated by each Participant for his or her
            account. In the event the Corporation has established a rabbi trust
            for its own benefit to fund the Corporation's obligations under this
            Plan, the purchase price for the mutual fund shares shall be the
            actual price of the shares the Corporation on the open market on the
            day of actual purchase of the shares by the Corporation. In the
            event that the Corporation has not established a rabbi trust, the
            purchase price for the mutual fund shares deemed to be invested
            under this Plan shall be based upon the closing price for the mutual
            fund shares on the exchange of which the mutual fund is listed on
            the day that the Director Fees would have otherwise been paid to the
            director had they not been deferred. No director shall have any
            right to vote any shares of the mutual funds held in the rabbi
            trust, except to the extent otherwise permitted by the terms of the
            rabbi trust.

      2.    A Participant's Mutual Fund Unit Account shall be charged with any
            distributions made during the month or on a more frequent basis if
            practicable;

      3.    A Participant's Mutual Fund Unit Account shall then be credited with
            earnings, gains and losses for the month or on a more frequent basis
            if practicable, based upon the closing price for the designated
            mutual fund on the exchange of which said fund is listed as of the
            last day of such month plus any dividends paid with respect to the
            designated mutual fund during such period.


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                                                            Amended and Restated
                                                         As of November 26, 2002




      4.    A Participant's Mutual Fund Unit Account shall then be credited with
            the amount, if any, of Director Fees deferred and designated to be
            credited to such account during such month or on a more frequent
            basis if practicable.

      B.    Reallocation of Investment Options. Each director may reallocate all
            or a portion of his or her Mutual Fund Unit Account to change
            prospectively the percentage(s) of an investment and/or designate an
            alternate mutual fund as an investment option with respect to future
            deferred Director Fees by properly submitting a Reallocation Form to
            the Corporation. The Plan Administrator may delay any reallocation
            request because of a trading blackout period or any other trading
            restriction which may be imposed on the Corporation, whether
            voluntary or involuntary. No transfers between investment options
            will be allowed if prohibited by the rules applicable to the
            particular mutual fund from or to which a transfer is to be made or
            by rules adopted by the Plan Administrator and communicated to the
            directors.

      SECTION VI - DISTRIBUTION OF DEFERRED FEES

      A.    Time and Manner. Distribution of each Participant's Mutual Fund Unit
            Account shall be made in cash at such time and in such manner, i.e.,
            a lump sum or installments, as the Participant has specified in the
            Deferral Election(s) submitted to the Corporate Secretary or as
            otherwise required by Section IV.A.

      B.    Installment Payments. Installment payments under an installment
            payment option may not exceed ten years from the date of
            distribution of the first installment. A Participant may choose an
            applicable installment period from the options designated by the
            Corporation on the Deferral Form. The amount of each installment
            payment shall be determined by multiplying the balance of the Mutual
            Fund Unit Account on the date the installment is scheduled to be
            paid by a fraction, the numerator of which is one and the
            denominator of which is the number of unpaid installments remaining
            at such time. If a Participant who is receiving installment payments
            dies prior to receiving the balance of his or her Mutual Fund Unit
            Account, the unpaid balance shall be paid in one lump sum to the
            Participant's Beneficiary(ies) as soon as practicable after the date
            the Corporation receives notice of the Participant's death.

      C.    Hardship Distributions. In the event of an Unforeseeable Emergency
            involving a Participant which occurs prior to distribution of the
            entire balance of the Participant's Mutual Fund Unit Account, the
            Committee may, in its sole discretion, distribute to the Participant
            in a single sum an amount equal to such portion of such account as
            shall be necessary, in the judgment of the Committee, to alleviate
            the financial hardship occasioned by the Unforeseeable Emergency.
            Any Participant desiring a distribution under the Plan on account of
            an Unforeseeable Emergency shall submit to the Committee a written
            request for such distribution which sets forth in reasonable detail
            the Unforeseeable Emergency which would cause the Participant severe
            financial hardship, and the amount which the Participant believes to
            be necessary to alleviate the financial hardship. In determining
            whether to grant any requested hardship distribution, the Committee
            shall adhere to the requirements of Section 1.457--2(h) (4) of the
            Regulations under the Code (or to any successor



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                                                            Amended and Restated
                                                         As of November 26, 2002


            regulations dealing with the same subject matter), the provisions of
            which are incorporated herein by reference.

      D.    Single Distributions. If, at the time an installment distribution of
            a Mutual Fund Unit Account in the name of any Participant is
            scheduled to commence, the fair market value of such account (based
            on the closing price of the designated mutual funds on the day prior
            to commencement of the first installment) does not exceed $10,000,
            then, notwithstanding an election by the Participant that such
            account be distributed in installments, the balance of such account
            shall be distributed to the Participant in a single sum.

      SECTION VII - DESIGNATION OF BENEFICIARY

      Upon becoming a Participant of the Plan, each director shall submit to the
      Corporate Secretary or such other person, including the Plan
      Administrator, designated by the Committee, from time to time a
      Beneficiary Designation designating one or more Beneficiaries to whom
      payments otherwise due the Participant shall be made in the event of the
      Participant's death before distribution of the Participant's Mutual Fund
      Unit Account has been completed. A Beneficiary Designation will be
      effective only if it is signed by the Participant and properly submitted
      before the Participant's death.

      Any subsequent Beneficiary Designation submitted to the Corporate
      Secretary, or such other person designated by the Committee, will
      supersede any previous Beneficiary Designation so submitted. If the
      primary Beneficiary shall predecease the Participant or the primary
      Beneficiary and the Participant die in a common disaster under such
      circumstances that it is impossible to determine who survived the other,
      amounts remaining unpaid at the time of the Participant's death shall be
      paid to the alternate Beneficiary(ies) who survive the Participant. If
      there are no alternate Beneficiaries living or in existence at the date of
      the Participant's death, or if the Participant has not submitted a valid
      Beneficiary Designation to the Corporation, the balance of the account
      shall be paid in a lump sum distribution to the legal representative for
      the benefit of the Participant's estate.

      SECTION VIII - MISCELLANEOUS PROVISIONS

      A.    Nonalienation of Benefits. Neither the Participant nor any
            Beneficiary designated by him or her shall have any right to
            alienate, assign, or encumber any amount that is or may be payable
            hereunder, nor may any such amount be subject to attachment,
            garnishment, levy, execution or other legal or equitable process for
            the debts, contracts, liabilities, engagements or acts of any
            Participant or Beneficiary.

      B.    Administration of Plan. Full power and authority to construe,
            interpret, and administer the Plan shall be vested in the Committee.
            To the extent permitted by law, the Committee may delegate any
            authority it possesses to the Plan Administrator. To the extent the
            Committee has delegated authority concerning a matter to the Plan
            Administrator, any reference in the Plan to the "Committee"


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                                                            Amended and Restated
                                                         As of November 26, 2002

            insofar as it pertains to such matter, shall refer likewise to the
            Plan Administrator. Decisions of the Committee shall be final,
            conclusive, and binding upon all parties.

      C.    Amendment or Termination. The Board of Directors of the Corporation
            may amend or terminate this Plan at any time, provided, however,
            that the Committee may make such amendments to the Plan, which
            provide for the administration of the Plan. Any amendment or
            termination of this Plan shall not affect the rights of Participants
            or Beneficiaries to the amounts in the Mutual Fund Unit Account on
            the date of such amendment or termination. The Corporation reserves
            the right to accelerate distribution of Director Fees deferred
            hereunder in the event the Plan is terminated.

      D.    Effective Date. This Plan is intended to constitute an amendment and
            restatement of a prior the Plan maintained by the Corporation
            captioned "Comerica Incorporated 1999 Director Fee Deferral Plan"
            and was approved by the Board of Directors. The Plan, as amended and
            restated, was approved by the Board of Directors of the Corporation
            on May 21, 1999. The version of the Plan contained in the May 21,
            1999, document shall be effective to defer monies to be earned from
            and after January 1, 1997 and the earnings rate contained in this
            version of the Plan shall apply to existing accounts under the Plan
            beginning January 1, 1997. The amendment and restatement contained
            in this document shall be effective as of November 26, 2002.

      E.    Statements to Participants. Statements will be provided to
            Participants under the Plan on at least an annual basis.

      F.    Nonforfeitability of Participant Accounts. Each Participant shall be
            fully vested in his or her Mutual Fund Unit Account created by the
            Corporation from time to time.

      G.    Successors Bound. The contractual agreement between the Corporation
            and each Participant resulting from the execution of a Deferral
            Election shall be binding upon and inure to the benefit of the
            Corporation, its successors and assigns, and to the Participant and
            to the Participant's heirs, executors, administrators and other
            legal representatives.

      H.    Governing Law and Rules of Construction. This Plan shall be governed
            in all respects, whether as to construction, validity or otherwise,
            by applicable federal law and, to the extent that federal law is
            inapplicable, by the laws of the State of Delaware. Each provision
            of this Plan shall be treated as severable, to the end that, if any
            one or more provisions shall be adjudged or declared illegal,
            invalid or unenforceable, this Plan shall be interpreted, and shall
            remain in full force and effect, as though such provision or
            provisions had never been contained herein. It is the intention of
            the Corporation that the Plan established hereunder be "unfunded"
            for income tax purposes, whether or not the Corporation establishes
            a rabbi trust, and the provisions hereof shall be construed in a
            manner to carry out that intention.

      I.    Ownership of Deferred Director Fees and Continued Director Status.
            Title to and beneficial ownership of any assets, of whatever nature,
            which may be allocated by




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                                                            Amended and Restated
                                                         As of November 26, 2002



            the Corporation to any Mutual Fund Unit Account in the name of any
            Participant shall at all times remain with the Corporation and its
            Subsidiaries, and no Participant or Beneficiary shall have any
            property interest whatsoever in any specific assets of the
            Corporation and its Subsidiaries by reason of the establishment of
            the Plan. The rights of each Participant and Beneficiary hereunder
            shall be limited to enforcing the unfunded, unsecured promise of the
            Corporation and its Subsidiaries to pay benefits under the Plan, and
            the status of any Participant or Beneficiary shall be that of an
            unsecured general creditor of the Corporation and its Subsidiaries.
            Neither the establishment of the Plan or payment of any benefits
            hereunder or any action of the Corporation, its Board of Directors
            or any committee thereto, shall be held or construed to confer upon
            any person the legal right to remain a director of the Corporation
            or any Subsidiary or any Advisory Board.










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