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EXHIBIT - (10.2) - Supplemental Pension and Retiree Medical
Agreement dated May 29, 1998 between the
Corporation and Xxxxx X. Xxxx
SUPPLEMENTAL PENSION AND RETIREE MEDICAL AGREEMENT
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AGREEMENT by and between Comerica Incorporated, a
Delaware corporation (the "Company") and Xxxxx X. Xxxx Xx.
(the "Executive") dated as of the 29th day of May, 1998.
1. Supplemental Pension.
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In addition to the Executive's participation in
all qualified and nonqualified retirement plans, practices,
policies and programs applicable generally to peer
executives of the Company (the "Pension Plans"), the Company
shall provide the Executive with the "Supplemental Pension".
The Supplemental Pension, which shall be paid from the
Benefit Equalization Plan for Employees of Comerica
Incorporated, as amended, shall be an amount equal to the
excess of (x) the monthly pension calculated pursuant to the
formula in effect from time to time under the Comerica
Incorporated Retirement Plan, as amended, to which the
Executive would have been entitled under the Pension Plans
had his service with Mercantile-Bancorporation, Inc. been
service with the Company for all purposes thereunder less
the aggregate pensions the Executive receives under the
defined benefit pension plans, whether qualified or
nonqualified, maintained by MBI in which the Executive
participates, over (y) the Executive's monthly pension
payable under the Pension Plans taking into account only
actual service with the Company. The Supplemental Pension
shall vest upon the earliest to occur of (a) June 1, 2000,
(b) a Change in Control of the Company, (c) a termination of
the Executive's employment by the Company without Cause or
by the Executive for Good Reason or (d) the Executive's
death or Disability. For purposes of this Agreement, all
terms not specifically defined herein shall have the
meanings ascribed to them in the Employment Agreement
between the Company and the Executive dated as of June 1,
1995, and the term "Change in Control" shall have the
meaning ascribed to it in the Executive Officer Employment
Agreement between the Company and the Executive dated as of
May 29, 1998 (the "Employment Agreement").
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2. Retiree Medical Benefits.
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The Company shall provide the Executive and his
spouse with retiree medical and accidental insurance
coverage for their lifetimes on a basis no less favorable
than such benefits are provided to the Executive and his
spouse as of the date hereof. The Executive shall vest in
such benefits upon the earliest to occur of (a) a Change in
Control of the Company, (b) June 1, 2000, (c) a termination
by the Company of the Executive's employment without Cause
or by the Executive for Good Reason or (d) the Executive's
death or Disability.
3. Stock Option and Restricted Stock.
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The Initial Option Grant shall become immediately
exercisable upon the Executive's death or Disability and the
Initial Restricted Stock Grant shall immediately vest upon
the Executive's death or Disability.
4. Other Agreements.
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The provisions of this Agreement shall survive a
Change in Control of the Company and shall be in addition to
any benefits provided by the Employment Agreement.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its
Board of Directors, the Company has caused these presents to
be executed in its name on its behalf, all as of the day and
year first above written.
COMERICA INCORPORATED
By /s/ Xxxxxxx X. Xxxxxxxxx
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/s/ Xxxxx X. Xxxx Xx.
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