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Comerica Incorporated and Subsidiaries FORM 10-K CROSS-REFERENCE INDEX

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

Commission file number 1-10706

COMERICA INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

Delaware	38-1998421
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification Number)

Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)

(214) 462-4831
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
• Common Stock, $5 par value
• Rights to acquire Series D Preferred Stock, no par value
These securities are registered on the New York Stock Exchange.

Securities registered pursuant to Section 12(g) of the Exchange Act:
• Floating Rate Senior Notes due 2010
• 6.576% Capital Securities of Comerica Capital Trust II due 2037

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ý Yes    No o

         Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes    No ý

         At June 30, 2008 (the last business day of the registrant's most recently completed second fiscal quarter), the registrant's common stock, $5 par value, held by non-affiliates had an aggregate market value of approximately $3,691,311,258 based on the closing price on the New York Stock Exchange on that date of $25.63 per share and approximately 144,023,069 shares of common stock held by non-affiliates. For purposes of this Form 10-K only, it has been assumed that all common shares Comerica's Trust Department holds for Comerica and Comerica's employee plans, and all common shares the registrant's directors and executive officers hold, are held by affiliates.

         At February 19, 2009, the registrant had outstanding 151,212,276 shares of its common stock, $5 par value.

Documents Incorporated by Reference:

1.

Parts I and II:

Items 1, 3, 5-8 and 9A—Annual Report to Shareholders for the year ended December 31, 2008.

2.

Part III:

Items 10-14—Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2009.

TABLE OF CONTENTS

PART I		1
	Item 1. Business	1
	Item 1A. Risk Factors	10
	Item 1B. Unresolved Staff Comments	17
	Item 2. Properties	17
	Item 3. Legal Proceedings	17
	Item 4. Submission of Matters to a Vote of Security Holders	17
PART II		18
	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
	Item 6. Selected Financial Data	22
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	23
	Item 8. Financial Statements and Supplementary Data	23
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
	Item 9A. Controls and Procedures	23
	Item 9B. Other Information	23
PART III		24
	Item 10. Directors and Executive Officers of the Registrant	24
	Item 11. Executive Compensation	24
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
	Item 13. Certain Relationships and Related Transactions, and Director Independence	24
	Item 14. Principal Accountant Fees and Services	24
PART IV		28
	Item 15. Exhibits and Financial Statement Schedules	28
SIGNATURES		32
Incorporated Sections of Registrant's 2008 Annual Report to Shareholders
Subsidiaries of the Registrant
Consent of Ernst & Young LLP
Chairman, President and CEO Certification Pursuant to Section 302
Executive Vice President and CFO Certification Pursuant to Section 302
Certification Pursuant to Section 906

PART I

Item 1.    Business.

GENERAL

        Comerica Incorporated ("Comerica") is a financial services company, incorporated under the laws of the State of Delaware, and headquartered in Dallas, Texas. As of December 31, 2008, it was among the 20 largest commercial bank holding companies in the United States. Comerica was formed in 1973 to acquire the outstanding common stock of Comerica Bank, which at such time was a Michigan banking corporation and one of Michigan's oldest banks (formerly Comerica Bank-Detroit). On October 31, 2007, Comerica Bank, a Michigan banking corporation, was merged with and into Comerica Bank, a Texas banking association ("Comerica Bank"). As of December 31, 2008, Comerica owned directly or indirectly all the outstanding common stock of 2 active banking and 61 non-banking subsidiaries. At December 31, 2008, Comerica had total assets of approximately $67.5 billion, total deposits of approximately $42.0 billion, total loans (net of unearned income) of approximately $50.5 billion and shareholders' equity of approximately $7.2 billion.

BUSINESS STRATEGY

        Comerica has strategically aligned its operations into three major business segments: the Business Bank, the Retail Bank, and Wealth & Institutional Management. In addition to the three major business segments, the Finance Division is also reported as a segment.

        The Business Bank is primarily comprised of the following businesses: middle market, commercial real estate, national dealer services, international finance, global corporate, leasing, financial services, and technology and life sciences. This business segment meets the needs of medium-size businesses, multinational corporations and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services.

        The Retail Bank includes small business banking and personal financial services, consisting of consumer lending, consumer deposit gathering and mortgage loan origination. In addition to a full range of financial services provided to small business customers, this business segment offers a variety of consumer products, including deposit accounts, installment loans, credit cards, student loans, home equity lines of credit and residential mortgage loans.

        Wealth & Institutional Management offers products and services consisting of fiduciary services, private banking, retirement services, investment management and advisory services, investment banking and discount securities brokerage services. This business segment also offers the sale of annuity products, as well as life, disability and long-term care insurance products.

        The Finance segment includes Comerica's securities portfolio and asset and liability management activities. This segment is responsible for managing Comerica's funding, liquidity and capital needs, performing interest sensitivity analysis and executing various strategies to manage Comerica's exposure to liquidity, interest rate risk and foreign exchange risk.

        In addition, Comerica has positioned itself to deliver financial services in its four primary geographic markets: Midwest, Western, Texas and Florida.

        The Midwest market consists of Michigan, Ohio and Illinois. The Michigan operations represent the significant majority of the Midwest market.

        The Western market consists of the states of California, Arizona, Nevada, Colorado and Washington. Currently, California operations represent the significant majority of the Western market.

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        The Texas and Florida markets consist of the states of Texas and Florida, respectively.

        In addition to the four primary geographic markets, Comerica also considers Other Markets and International as market segments. Other Markets include businesses with a national perspective, Comerica's investment management and trust alliance businesses as well as activities in all other markets in which Comerica has operations, except for the International market. The International market represents the activities of Comerica's international finance division, which provides banking services primarily to foreign-owned, North American-based companies and secondarily to international operations of North American-based companies.

        We provide financial information for our segments and information about our non-U.S. revenues and long-lived assets: (1) under the caption, "Strategic Lines of Business" on pages 27 through 31 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference; and (2) in Note 25 of the Notes to Consolidated Financial Statements located on pages 133 through 138 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference.

        We provide information about the net interest income and noninterest income we received from our various classes of products and services: (1) under the caption, "Table 2: Analysis of Net Interest Income—Fully Taxable Equivalent (FTE)" on page 16 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which page is hereby incorporated by reference; (2) under the caption "Net Interest Income" on pages 18 and 19 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference; and (3) under the caption "Noninterest Income" on pages 21 and 22 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference.

        We provide information on risks attendant to foreign operations: (1) under the caption, "Provision for Credit Losses" on pages 19 and 20 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference; (2) under the caption "Geographic Market Segments" on page 29 through 31 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference; (3) under the caption, "Table 7: International Cross-Border Outstandings" on pages 37 and 38 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which page is hereby incorporated by reference; and (4) under the caption "Allowance for Credit Losses" on pages 42 through 45 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference.

COMPETITION

        The financial services business is highly competitive. Comerica's banking subsidiaries compete primarily with banks based in its primary areas of operations in the United States for loans, deposits and trust accounts. Through its offices in Arizona, California, Colorado, Delaware, Florida, Illinois, Massachusetts, Michigan, Minnesota, North Carolina, Nevada, New Jersey, New York, Ohio, Tennessee, Texas, Virginia and Washington, Comerica competes with other financial institutions for various deposits, loans and/or other products and services.

        Based on the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Act") and the Gramm-Leach-Bliley Act as described below, Comerica believes that the level of competition in all geographic markets will increase in the future. In addition to banks, Comerica's banking subsidiaries also face competition from other financial intermediaries, including savings and loan associations, consumer finance companies, leasing companies, venture capital funds, credit unions, investment banks, insurance companies and securities firms.

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SUPERVISION AND REGULATION

        Banks, bank holding companies and financial institutions are highly regulated at both the state and federal level. Comerica is subject to supervision and regulation at the federal level by the Board of Governors of the Federal Reserve System ("FRB") under the Bank Holding Company Act of 1956, as amended.

        The Gramm-Leach-Bliley Act expanded the activities in which a bank holding company registered as a financial holding company can engage. The conditions to be a financial holding company include, among others, the requirement that each depository institution subsidiary of the holding company be well capitalized and well managed.

        Comerica became a financial holding company in 2000. As a financial holding company, Comerica may affiliate with securities firms and insurance companies and engage in activities that are financial in nature. Activities that are "financial in nature" include, but are not limited to: securities underwriting; securities dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking; travel agent services; and activities that the FRB has determined to be financial in nature or incidental or complementary to a financial activity, provided that it does not pose a substantial risk to the safety or soundness of the depository institution or the financial system generally. A bank holding company that is not also a financial holding company is limited to engaging in banking and other activities previously determined by the FRB to be closely related to banking.

        Comerica Bank is chartered by the State of Texas and at the state level is supervised and regulated by the Texas Department of Banking. Comerica Bank is a member of the Federal Reserve System ("FRS") and supervised and regulated by the Federal Reserve Bank of Dallas. Comerica Bank & Trust, National Association is chartered under federal law and is subject to supervision and regulation by the Office of the Comptroller of the Currency ("OCC"). Comerica Bank & Trust, National Association is also a member of the FRS. The deposits of Comerica Bank and Comerica Bank & Trust, National Association are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC") to the extent provided by law.

        The FRB supervises non-banking activities conducted by companies directly and indirectly owned by Comerica. In addition, Comerica's non-banking subsidiaries are subject to supervision and regulation by various state, federal and self-regulatory agencies, including, but not limited to, the Financial Industry Regulatory Authority (in the case of Comerica Securities, Inc. and Comerica Capital Markets Corporation), the Office of Financial and Insurance Services of the State of Michigan (in the case of Comerica Securities, Inc. and Comerica Insurance Services, Inc.), and the Securities and Exchange Commission (in the case of Comerica Securities, Inc., Comerica Capital Markets Corporation and World Asset Management, Inc.).

        In most cases, no FRB approval is required for Comerica to acquire a company engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the FRB. Prior FRB approval, however, is required before Comerica may acquire the beneficial ownership or control of more than 5% of the voting shares or substantially all of the assets of a financial or bank holding company or a bank. Comerica's current rating under the Community Reinvestment Act of 1977 ("CRA") is "outstanding". If any subsidiary bank of Comerica were to receive a rating under the CRA of less than "satisfactory", Comerica would be prohibited from engaging in certain activities. In addition, Comerica is "well capitalized" and "well managed" under FRB standards. If any subsidiary bank of Comerica were to cease being "well capitalized" or "well managed" under applicable regulatory standards, the FRB could place limitations on Comerica's ability to conduct the broader financial activities permissible for financial holding companies or impose limitations or conditions on the conduct or activities of Comerica or its affiliates. If the deficiencies persisted, the FRB could order Comerica to divest any subsidiary bank or to cease engaging in any

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activities permissible for financial holding companies that are not permissible for bank holding companies, or Comerica could elect to conform its non-banking activities to those permissible for a bank holding company that is not also a financial holding company.

        Various governmental requirements, including Sections 23A and 23B of the Federal Reserve Act and the FRB's Regulation W, limit borrowings by Comerica and its nonbank subsidiaries from its affiliate insured depository institutions, and also limit various other transactions between Comerica and its nonbank subsidiaries, on the one hand, and its affiliate insured depository institutions, on the other. For example, Section 23A of the Federal Reserve Act limits the aggregate outstanding amount of any insured depository institution's loans and other "covered transactions" with any particular nonbank affiliate to no more than 10% of the institution's total capital and limits the aggregate outstanding amount of any insured depository institution's covered transactions with all of its nonbank affiliates to no more than 20% of its total capital. Section 23A of the Federal Reserve Act also generally requires that an insured depository institution's loans to its nonbank affiliates be, at a minimum, 100% secured, and Section 23B of the Federal Reserve Act generally requires that an insured depository institution's transactions with its nonbank affiliates be on arms-length terms.

        Set forth below are summaries of selected laws and regulations applicable to Comerica and its domestic banks and other subsidiaries. The summaries are not complete, are qualified in their entirety by references to the particular statutes and regulations, and are not intended as legal advice. A change in applicable law or regulation could have a material effect on the business of Comerica.

Interstate Banking and Branching

        Pursuant to the Interstate Banking and Branching Efficiency Act (the "Interstate Act"), a bank holding company may acquire banks in states other than its home state, without regard to the permissibility of such acquisition under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to and following the proposed acquisition, control no more than 10% of the total amount of deposits of insured depository institutions in the United States and no more than 30% of such deposits in that state (or such amount as established by state law if such amount is lower than 30%).

        The Interstate Act also authorizes banks to acquire branch offices outside their home states by merging with out-of-state banks, purchasing branches in other states and establishing de novo branches in other states, thereby creating interstate branching, provided that, in the case of purchasing branches and establishing new branches in a state in which it does not already have banking operations, such state must have "opted-in" to the Interstate Act by enacting a law permitting such branch purchases or de novo branching and, in the case of mergers, such state must not have "opted-out" of that portion of the Interstate Act.

        As permitted by the Interstate Act, Comerica has consolidated most of its banking business into one bank, Comerica Bank, with branches in Texas, Michigan, California, Florida and Arizona.

Dividends

        Comerica is a legal entity separate and distinct from its banking and other subsidiaries. Most of Comerica's revenues result from dividends its bank subsidiaries pay it. There are statutory and regulatory requirements applicable to the payment of dividends by subsidiary banks to Comerica, as well as by Comerica to its shareholders. Certain, but not all, of these requirements are discussed below.

        Comerica Bank and Comerica Bank & Trust, National Association are required by federal law to obtain the prior approval of the FRB and/or the OCC, as the case may be, for the declaration and payment of dividends, if the total of all dividends declared by the board of directors of such bank in

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any calendar year will exceed the total of (i) such bank's retained net income (as defined and interpreted by regulation) for that year plus (ii) the retained net income (as defined and interpreted by regulation) for the preceding two years, less any required transfers to surplus or to fund the retirement of preferred stock. Further, federal regulatory agencies can prohibit a banking institution or bank holding company from engaging in unsafe and unsound banking practices and could prohibit the payment of dividends under circumstances in which such payment could be deemed an unsafe and unsound banking practice. In addition, Comerica Bank is also subject to limitations under Texas state law regarding the amount of earnings that may be paid out as dividends, and requiring prior approval for payments of dividends that exceed certain levels.

        At January 1, 2009, Comerica's subsidiary banks, without obtaining prior governmental approvals, could declare aggregate dividends of approximately $62 million from retained net profits of the preceding two years, plus an amount approximately equal to the retained net profits (as measured under current regulations), if any, earned for the period from January 1, 2009 through the date of declaration. Comerica's subsidiary banks declared dividends of $267 million in 2008, $614 million in 2007 and $746 million in 2006 without the need for prior governmental approvals. In addition, as a participant in the Capital Purchase Program, effective November 14, 2008, Comerica cannot increase its quarterly dividend above $0.33 per common share (the quarterly dividend rate in effect as of November 14, 2008). For a discussion of the Capital Purchase Program, please refer to pages 7 and 8 of this Annual Report on Form 10-K.

Source of Strength

        FRB regulations require that bank holding companies serve as a source of strength to each subsidiary bank and commit resources to support each subsidiary bank. This support may be required at times when a bank holding company may not be able to provide such support without adversely affecting its ability to meet other obligations. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, in the event of a loss suffered or anticipated by the FDIC (either as a result of the failure of a banking or thrift subsidiary or related to FDIC assistance provided to such a subsidiary in danger of failure), the other banking subsidiaries may be assessed for the FDIC's loss, subject to certain exceptions.

FDICIA

        The Federal Deposit Insurance Corporation Improvement Act ("FDICIA") requires, among other things, the federal banking agencies to take "prompt corrective action" in respect of depository institutions that do not meet minimum capital requirements. FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." A depository institution's capital tier will depend upon where its capital levels are in relation to various relevant capital measures, which, among others, include a Tier 1 and total risk-based capital measure and a leverage ratio capital measure.

        Regulations establishing the specific capital tiers provide that, for a depository institution to be well capitalized, it must have a total risk-based capital ratio of at least 10% and a Tier 1 risk-based capital ratio of at least 6%, a Tier 1 leverage ratio of at least 5% and not be subject to any specific capital order or directive. For an institution to be adequately capitalized, it must have a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 4%, and a Tier 1 leverage ratio of at least 4% (and in some cases 3%). Under certain circumstances, the appropriate banking agency may treat a well capitalized, adequately capitalized or undercapitalized institution as if the institution were in the next lower capital category.

        As of December 31, 2008, Comerica and its U.S. banking subsidiaries exceeded the ratios required for an institution to be considered "well capitalized" under these regulations.

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        FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to limitations on growth and certain activities and are required to submit an acceptable capital restoration plan. The federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution's capital. In addition, for a capital restoration plan to be acceptable, the depository institution's parent holding company must guarantee for a specific time period that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company under the guaranty is limited to the lesser of (i) an amount equal to 5% of the depository institution's total assets at the time it became undercapitalized, or (ii) the amount that is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit or implement an acceptable plan, it is treated as if it is significantly undercapitalized.

        Significantly undercapitalized depository institutions are subject to a number of requirements and restrictions. Specifically, such a depository institution may be required to do one or more of the following, among other things: sell sufficient voting stock to become adequately capitalized, reduce the interest rates it pays on deposits, reduce its rate of asset growth, dismiss certain senior executive officers or directors, or stop accepting deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator or such other action as the FDIC and the applicable federal banking agency shall determine appropriate.

        FDICIA also contains a variety of other provisions that may affect the operations of depository institutions including reporting requirements, regulatory standards for real estate lending, "truth in savings" provisions, the requirement that a depository institution give 90 days prior notice to customers and regulatory authorities before closing any branch, and a prohibition on the acceptance or renewal of brokered deposits by depository institutions that are not well capitalized or are adequately capitalized and have not received a waiver from the FDIC.

Capital Requirements

        Comerica and its bank subsidiaries are subject to risk-based capital requirements and guidelines imposed by the FRB and/or the OCC.

        For this purpose, a depository institution's or holding company's assets and certain specified off-balance sheet commitments are assigned to four risk categories, each weighted differently based on the level of credit risk that is ascribed to such assets or commitments. A depository institution's or holding company's capital, in turn, is divided into two tiers: core ("Tier 1") capital, which includes common equity, non-cumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock and related surplus (excluding auction rate issues) and minority interests in equity accounts of consolidated subsidiaries, less goodwill, certain identifiable intangible assets and certain other assets; and supplementary ("Tier 2") capital, which includes, among other items, perpetual preferred stock not meeting the Tier 1 definition, mandatory convertible securities, subordinated debt, and allowances for loan and lease losses, subject to certain limitations, less certain required deductions.

        Comerica, like other bank holding companies, currently is required to maintain Tier 1 and "total capital" (the sum of Tier 1 and Tier 2 capital) equal to at least 4% and 8% of its total risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit), respectively. At December 31, 2008, Comerica met both requirements, with Tier 1 and total capital equal to 10.66% and 14.72% of its total risk-weighted assets, respectively.

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        Comerica is also required to maintain a minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3% to 5%, depending upon criteria defined and assessed by the FRB. Comerica's leverage ratio of 11.77% at December 31, 2008 reflects the nature of Comerica's balance sheet and demonstrates a commitment to capital adequacy.

        As an additional means to identify problems in the financial management of depository institutions, FDICIA requires federal bank regulatory agencies to establish certain non-capital safety and soundness standards for institutions any such agency supervises. The standards relate generally to, among others, earnings, liquidity, operations and management, asset quality, various risk and management exposures (e.g., credit, operational, market, interest rate, etc.) and executive compensation. The agencies are authorized to take action against institutions that fail to meet such standards.

FDIC Insurance Assessments

        Comerica's subsidiary banks are subject to FDIC deposit insurance assessments to maintain the Deposit Insurance Fund ("DIF"). Additionally, in the fourth quarter of 2008, Comerica and its subsidiary banks elected to participate in the FDIC's Transaction Account Guarantee Program that requires the payment of additional insurance premiums to the FDIC. As of December 31, 2008, Comerica's banking subsidiaries held approximately $41.7 billion of DIF-assessable deposits. Prior to 2007, Comerica's banking subsidiaries had not paid nor been assessed deposit insurance assessments on the DIF-assessable deposits under the FDIC's risk related assessment system. The FDIC's risk related assessment system was revised effective January 1, 2007, however, and Comerica's banking subsidiaries were assessed deposit insurance premiums on a quarterly basis, beginning in June 2007. In 2008, these assessment premiums totaled $26.8 million and were first applied against the remaining credit of $17.1 million. We may also be required to pay significantly higher FDIC insurance assessments premiums in the future because market developments have significantly depleted DIF and reduced the ratio of reserves to insured deposits.

Enforcement Powers of Federal Banking Agencies

        The FRB and other federal banking agencies have broad enforcement powers, including the power to terminate deposit insurance, impose substantial fines and other civil penalties and appoint a conservator or receiver. Failure to comply with applicable laws or regulations could subject Comerica or its banking subsidiaries, as well as officers and directors of these organizations, to administrative sanctions and potentially substantial civil and criminal penalties.

Recent Regulatory Developments

        In response to global credit and liquidity issues involving a number of financial institutions, the United States government, particularly the United States Department of the Treasury (the "U.S. Treasury") and the FDIC, have taken a variety of extraordinary measures designed to restore confidence in the financial markets and to strengthen financial institutions, including capital injections, guarantees of bank liabilities and the acquisition of illiquid assets from banks.

        On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the "EESA") was signed into law. Pursuant to the EESA, the U.S. Treasury was granted the authority to take a range of actions for the purpose of stabilizing and providing liquidity to the U.S. financial markets and has proposed several programs, including the purchase by the U.S. Treasury of certain troubled assets from financial institutions (the "Troubled Asset Relief Program") and the direct purchase by the U.S. Treasury of equity of healthy financial institutions (the "Capital Purchase Program"). The EESA also temporarily raised the limit on federal deposit insurance coverage provided by the FDIC from $100,000 to $250,000 per depositor.

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        Among other programs and actions taken by the U.S. regulatory agencies, the FDIC implemented the Temporary Liquidity Guarantee Program ("TLGP") to strengthen confidence and encourage liquidity in the banking system. The TLGP is comprised of the Debt Guarantee Program ("DGP") and the Transaction Account Guarantee Program ("TAGP"). The DGP guarantees all newly issued senior unsecured debt (e.g., promissory notes, unsubordinated unsecured notes and commercial paper) up to prescribed limits issued by participating entities beginning on October 14, 2008 and continuing through June 30, 2009. For eligible debt issued by that date, the FDIC will provide the guarantee coverage until the earlier of the maturity date of the debt or June 30, 2012. The TAGP offers full guarantee for noninterest-bearing transaction accounts held at FDIC-insured depository institutions. The unlimited deposit coverage was voluntary for eligible institutions and was in addition to the $250,000 FDIC deposit insurance per account that was included as part of the EESA. The limits are presently scheduled to return to $100,000 on January 1, 2010. The TAGP coverage became effective on October 14, 2008 and will continue for participating institutions until December 31, 2009.

Capital Purchase Program

        Pursuant to the Capital Purchase Program, on November 14, 2008, Comerica issued to the U.S. Treasury, in exchange for aggregate consideration of $2.25 billion, (1) 2.25 million shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series F, no par value (the "Series F Preferred Stock"), and (2) a warrant to purchase 11,479,592 shares of Comerica's common stock at an exercise price of $29.40 per share (the "Warrant"). The number of shares of common stock to be issued pursuant to the Warrant and the exercise price of the Warrant are subject to anti-dilution and other adjustments from time to time following, among other things, stock splits, subdivisions or combinations, certain issuances of common stock or convertible securities and certain repurchases of common stock. The Series F Preferred Stock (a) has a liquidation amount per share equal to $1,000 for an aggregate value of $2.25 billion and (b) pays a cumulative annual dividend of five percent for the first five years and nine percent on an annual basis thereafter. The Series F Preferred Stock will pay cumulative dividends at a rate of 5% per annum for the first five years, and thereafter at a rate of 9% per annum. Comerica may redeem the Series F Preferred Stock any time after three years or with proceeds from one or more "qualified equity offerings" during the first three years. The Warrant expires ten years from the issuance date. Both the Series F Preferred Stock and the Warrant were accounted for as components of Comerica's regulatory Tier 1 capital. The letter agreement between the U.S. Treasury and Comerica, dated November 14, 2008, including the securities purchase agreement (the "Purchase Agreement") concerning the issuance and sale of the Series F Preferred Stock and the Warrant, grants the holders of the Series F Preferred Stock, the Warrant and Comerica common stock to be issued under the Warrant certain registration rights and imposes restrictions on dividend and stock repurchases. For example, Comerica's participation in the Capital Purchase Program limits, without the consent of the U.S. Treasury, its ability to (i) increase its quarterly dividend above $0.33 per common share (the quarterly dividend rate in effect as of November 14, 2008) or (ii) repurchase any of its shares with limited exceptions, most significantly purchases in connection with benefit plans. In addition, the terms of Purchase Agreement subject Comerica to certain executive compensation limitations as set forth in the EESA. For additional details about the Capital Purchase Program, please refer to pages 39 and 40 under the caption "Capital" and Note 12 on pages 96 through 98 of the Consolidated Financial Statements contained in Comerica's Annual Report to Shareholders for the year ended December 31, 2008.

Temporary Liquidity Guarantee Program

        Initially, the TLGP programs, the DGP and TAGP, were provided at no cost for the first 30 days. On November 3, 2008, the FDIC extended the opt-out period to December 5, 2008 to provide eligible institutions additional time to consider the terms before making a final decision

8

regarding participation in the program. On December 5, 2008, Comerica announced that it and two of its subsidiaries, Comerica Bank and Comerica Bank & Trust, National Association, formally elected to continue their participation in the TLGP. As a result, they will continue participating in the DGP and the TAGP to the extent applicable. Participants in the DGP are charged an annualized fee ranging from 50 basis points (bps) to 100 bps (depending on the maturity of the debt issued) multiplied by the amount of debt issued, and calculated for the maturity period of that debt, or through June 30, 2012, whichever is earlier. Comerica Bank can issue approximately $5.2 billion of qualifying senior debt securities covered by the DGP. As of December 31, 2008, there was approximately $3 million of senior unsecured debt outstanding in the form of bank-to-bank deposits issued under the DGP. In addition to the existing risk-based deposit insurance premium paid on such deposits, TAGP participants will be assessed, on a quarterly basis, an annualized 10 bps fee on balances in noninterest-bearing transaction accounts that exceed the existing deposit insurance limit of $250,000. For additional details about the Temporary Liquidity Guarantee Program, see (i) pages 38 and 39 under the caption "Deposits and Borrowed Funds," (ii) page 57 under the caption "Commercial Commitments" and (iii) Note 11 on pages 94 through 96 of the Consolidated Financial Statements contained in Comerica's Annual Report to Shareholders for the year ended December 31, 2008.

        On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the "ARRA") was signed into law. Section 7001 of the ARRA amended Section 111 of the EESA in its entirety. While the U.S. Treasury must promulgate regulations to implement the restrictions and standards set forth in Section 7001, the ARRA, among other things, significantly expands the executive compensation restrictions previously imposed by the EESA. Such restrictions apply to any entity that has received or will receive financial assistance under the Troubled Asset Recovery Program, and shall generally continue to apply for as long as any obligation arising from financial assistance provided under TARP, including preferred stock issued under the Capital Purchase Program, remains outstanding. These ARRA restrictions shall not apply to any Troubled Asset Recovery Program recipient during such time when the federal government (i) only holds any warrants to purchase common stock of such recipient or (ii) holds no preferred stock or warrants to purchase common stock of such recipient. As a result of our participation in the Capital Purchase Program, the restrictions and standards set forth in Section 7001 of the ARRA shall be applicable to Comerica, subject to regulations promulgated by the U.S. Treasury. Pursuant to Section 7001(g) of the ARRA, Comerica shall be permitted to repay the $2.25 billion it received under the Capital Purchase Program, subject to consultation with the Federal Reserve, without regard to certain repayment restrictions in the Purchase Agreement. For additional details about the ARRA, please refer to page 15 of the Consolidated Financial Statements contained in Comerica's Annual Report to Shareholders for the year ended December 31, 2008.

Future Legislation

        Changes to the laws of the states and countries in which Comerica and its subsidiaries do business could affect the operating environment of bank holding companies and their subsidiaries in substantial and unpredictable ways. Moreover, in light of the current conditions in the U.S. financial markets and economy, Congress and regulators have increased their focus on the regulation of the financial services industry. Comerica cannot accurately predict whether legislative changes will occur or, if they occur, the ultimate effect they would have upon the financial condition or results of operations of Comerica.

EMPLOYEES

        As of December 31, 2008, Comerica and its subsidiaries had 9,732 full-time and 907 part-time employees.

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AVAILABLE INFORMATION

        Comerica maintains an Internet website at www.comerica.com where the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably practicable after those reports are filed with or furnished to the U.S. Securities and Exchange Commission. The Code of Business Conduct and Ethics for Employees, the Code of Business Conduct and Ethics for Members of the Board of Directors and the Senior Financial Officer Code of Ethics adopted by Comerica are also available on the Internet website and are available in print to any shareholder who requests them. Such requests should be made in writing to the Corporate Secretary at Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201.

Item 1A.    Risk Factors.

        This Report includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. In addition, Comerica may make other written and oral communications from time to time that contain such statements. All statements regarding Comerica's expected financial position, strategies and growth prospects and general economic conditions Comerica expects to exist in the future are forward-looking statements. The words, "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend," "objective" and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements.

        Comerica cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date the statement is made, and Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in forward-looking statements, and future results could differ materially from historical performance.

        In addition to factors mentioned elsewhere in this Report or previously disclosed in Comerica's SEC reports (accessible on the SEC's website at www.sec.gov or on Comerica's website at www.comerica.com), the factors contained below, among others, could cause actual results to differ materially from forward-looking statements, and future results could differ materially from historical performance.

•

General political, economic or industry conditions, either domestically or internationally, may be less favorable than expected.

Local, domestic, and international economic, political and industry specific conditions affect the financial services industry, directly and indirectly. Conditions such as or related to inflation, recession, unemployment, volatile interest rates, tight money supply, international conflicts and other factors, such as real estate values, energy costs and fuel prices, outside of our control may, directly and indirectly, adversely affect Comerica. As has been the case with impact of recent economic conditions, economic downturns could result in the delinquency of outstanding loans, which could have a material adverse impact on Comerica's earnings.

•

Governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact Comerica's financial condition and results of operations.

Monetary and fiscal policies of various governmental and regulatory agencies, in particular the Federal Reserve Board, affect the financial services industry, directly and indirectly. The Federal

10

Reserve Board regulates the supply of money and credit in the United States and its monetary and fiscal policies determine in a large part Comerica's cost of funds for lending and investing and the return that can be earned on such loans and investments. Changes in such policies, including changes in interest rates, will influence the origination of loans, the value of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits. Changes in monetary and fiscal policies are beyond Comerica's control and difficult to predict. Comerica's financial condition and results of operations could be materially adversely impacted by changes in governmental monetary and fiscal policies.

•

Volatility and disruptions in the functioning of the financial markets and related liquidity issues could continue or worsen and, therefore, may adversely impact Comerica's business, financial condition and results of operations.

The financial markets have been experiencing volatility and disruption in recent periods. The impact of this situation, together with concerns regarding the financial strength of financial institutions, has led to distress in financial markets and issues relating to liquidity among financial institutions. As a result of concern about the stability of the financial markets generally, the resulting credit availability issues, lack of confidence in the financial sector, increased volatility in the financial markets and reduced business activity could have a material adverse effect on Comerica's ability to access capital and manage liquidity. If current levels of financial market volatility and disruption continue or worsen, there can be no assurance that Comerica's business, financial condition and results of operations will not be materially and adversely impacted.

•

Changes in the performance and creditworthiness of customers and other counterparties may adversely impact Comerica's business, financial condition and results of operations.

Current market developments and economic conditions have affected consumer confidence levels which may result in adverse changes in payment patterns of Comerica's customers. This market turmoil and the tightening of credit have led to an increased level of consumer and commercial delinquencies, lack of consumer confidence and widespread reduction of business activity generally. A worsening of these conditions would likely aggravate the adverse effects of these difficult market conditions on Comerica, Comerica's customers and others in the financial institutions industry. Increased delinquencies and default rates may impact Comerica's loan charge-offs and related provisioning for loan losses. Deterioration in the quality of its credit portfolio could have an adverse impact on Comerica's business, financial condition and results of operations.

•

The soundness of other financial institutions could adversely affect Comerica.

Comerica's ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. Comerica has exposure to many different industries and counterparties, and it routinely executes transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led, and may further lead, to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions could expose Comerica to credit risk in the event of default of its counterparty or client. In addition, Comerica's credit risk may be impacted when the collateral held by it cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to Comerica. There is no assurance that any such losses would not adversely affect, possible materially in nature, Comerica.

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•

There can be no assurances that recently enacted legislation, such as the Emergency Economic Stabilization Act of 2008, and actions taken by the United States Department of Treasury and the Federal Deposit Insurance Corporation for the purpose of stabilizing the financial markets will achieve their intended effects, and the impact of such legislation and regulatory programs on Comerica cannot reliably be determined at this time.

On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the "EESA") was signed into law. Pursuant to the EESA, the U.S. Treasury was granted the authority to take a range of actions for the purpose of stabilizing and providing liquidity to the U.S. financial markets and has proposed several programs, including the purchase by the U.S. Treasury of certain troubled assets from financial institutions and the direct purchase by the U.S. Treasury of equity of financial institutions. Pursuant to the EESA, the U.S. Treasury has the authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. In connection therewith, the U.S. Treasury introduced the Capital Purchase Program, under which it has purchased approximately $196 billion of preferred stock in eligible institutions, including Comerica, to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy. The EESA also temporarily raised the limit on federal deposit insurance coverage provided by the FDIC from $100,000 to $250,000 per depositor.

On October 14, 2008, the FDIC announced the development of a guarantee program under the systemic risk exception to the Federal Deposit Act. As a result of this regulatory initiative, the FDIC implemented the Temporary Liquidity Guarantee Program ("TLGP") to strengthen confidence and encourage liquidity in the banking system. The TLGP is comprised of the Debt Guarantee Program ("DGP") and the Transaction Account Guarantee Program ("TAGP"). The DGP guarantees all newly issued senior unsecured debt (e.g., promissory notes, unsubordinated unsecured notes and commercial paper) up to prescribed limits issued by participating entities beginning on October 14, 2008 and continuing through June 30, 2009. For eligible debt issued by that date, the FDIC will provide the guarantee coverage until the earlier of the maturity date of the debt or June 30, 2012. The TAGP offers full guarantee for noninterest-bearing transaction accounts held at FDIC-insured depository institutions. The unlimited deposit coverage was voluntary for eligible institutions and was in addition to the $250,000 FDIC deposit insurance per account that was included as part of the EESA. The limits are presently scheduled to return to $100,000 on January 1, 2010. The TAGP coverage became effective on October 14, 2008 and will continue for participating institutions until December 31, 2009.

The programs established or to be established under the EESA and Capital Purchase Program may have adverse effects upon Comerica. It may face increased regulation of the financial services industry. Compliance with such regulation may increase Comerica's costs and limit its ability to pursue business opportunities. Also, participation in specific programs may subject Comerica to additional restrictions. For example, Comerica's participation in the Capital Purchase Program limits, without the consent of the U.S. Treasury, its ability to (a) increase its quarterly dividend above $0.33 per common share (the quarterly dividend rate in effect as of November 14, 2008) or (b) repurchase any of its shares with limited exceptions, most significantly purchases in connection with benefit plans. Comerica also issued a warrant to purchase 11,479,592 million of its common shares at an exercise price of $29.40 per share. These restrictions, as well as the potential dilutive impact of the warrant, may have an adverse effect on the market price of its common stock. Similarly, the FDIC's TLGP programs, the DGP and the TAGP, may have an adverse effect on Comerica. Comerica's participation in the TAGP will require the payment of additional insurance premiums to the FDIC. The affects of such recently enacted legislation and regulatory programs on Comerica cannot reliably be determined at this time.

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•

Unfavorable developments concerning credit quality could adversely affect Comerica's financial results.

Although Comerica regularly reviews credit exposure related to its customers and various industry sectors in which it has business relationships, default risk may arise from events or circumstances that are difficult to detect or foresee. Under such circumstances, Comerica could experience an increase in the level of provision for credit losses, nonperforming assets, net charge-offs and reserve for credit losses, which could adversely affect Comerica's financial results.

•

Problems faced by residential real estate developers could adversely impact Comerica.

Problems in the United States' residential real estate development industry, specifically in Michigan (Midwest market) and both northern and southern California (Western market), have materially and adversely impacted Comerica in recent periods. Poor economic conditions have resulted in decreased demand for residential housing, which, in turn, has adversely affected the development and construction efforts of residential real estate developers. Consequently, the current economic downturn has adversely affected the ability of such residential real estate developer borrowers to repay these loans and the value of property used as collateral for such loans. These problems facing residential real estate developers have had, and the continuation or worsening of such problems may have, a material and adverse impact on the financial results of Comerica.

•

Businesses or industries in which Comerica has lending concentrations, including, but not limited to, automotive production industry and the real estate business, could suffer a significant decline which could adversely affect Comerica.

Comerica's business customer base consists, in part, of lending concentrations in volatile businesses and industries such as the automotive production industry and the real estate business. Recent economic conditions have significantly impacted such businesses, which has adversely affected Comerica. In the event of a continued or worsening downturn in the economy or further decline in any one of those customers' businesses or industries, Comerica could experience increased credit losses, and its business could be materially adversely affected.

•

The introduction, implementation, withdrawal, success and timing of business initiatives and strategies, including, but not limited to, the opening of new banking centers, may be less successful or may be different than anticipated, which could adversely affect Comerica's business.

Comerica makes certain projections and develops plans and strategies for its banking and financial products. If Comerica does not accurately determine demand for its banking and financial product needs, it could result in Comerica incurring significant expenses without the anticipated increases in revenue, which could result in a material adverse effect on its business.

•

Utilization of technology to efficiently and effectively develop, market and deliver new products and services.

The financial services industry experiences rapid technological change with regular introductions of new technology-driven products and services. The efficient and effective utilization of technology enables financial institutions to better serve customers and to reduce costs. Comerica's future success depends, in part, upon its ability to address the needs of its customers by using technology to market and deliver products and services that will satisfy customer demands and create additional efficiencies in Comerica's operations. Comerica may not be able to effectively develop new technology-driven products and services or be successful in marketing these products and services to its customers, which could have a material adverse impact on Comerica's financial condition and results of operations.

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•

Operational difficulties or information security problems could adversely affect Comerica's business and operations.

Comerica is exposed to many types of operational risk, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, including clerical or recordkeeping errors or those resulting from computer or telecommunications systems malfunctions. Comerica may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control, which may include, for example, computer viruses or electrical or telecommunications outages or natural disasters. Such disruptions may give rise to losses in service to customers and loss or liability to Comerica. In addition there is the risk that Comerica's controls and procedures as well as business continuity and data security systems prove to be inadequate. Any such occurrences or failures could materially and adversely affect Comerica's business and operations by exposing it to potential liability to customers, reputational damage and regulatory intervention.

•

Changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect Comerica's net interest income and balance sheet.

The operations of financial institutions such as Comerica are dependent to a large degree on net interest income, which is the difference between interest income from loans and investments and interest expense on deposits and borrowings. Prevailing economic conditions, the trade, fiscal and monetary policies of the federal government and the policies of various regulatory agencies all affect market rates of interest and the availability and cost of credit, which in turn significantly affect financial institutions' net interest income. Volatility in interest rates can also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as federal government and corporate securities and other investment vehicles, which, because of the absence of federal insurance premiums and reserve requirements, generally pay higher rates of return than financial institutions. Comerica's financial results could be materially adversely impacted by changes in financial market conditions.

•

Competitive product and pricing pressures among financial institutions within Comerica's markets may change.

Comerica operates in a very competitive environment, which is characterized by competition from a number of other financial institutions in each market in which it operates. Comerica competes with large national and regional financial institutions and with smaller financial institutions in terms of products and pricing. If Comerica is unable to compete effectively in products and pricing in its markets, business could decline, which could have a material adverse effect on Comerica's business, financial condition or results of operations.

•

Customer borrowing, repayment, investment and deposit practices generally may be different than anticipated.

Comerica uses a variety of financial tools, models and other methods to anticipate customer behavior as a part of its strategic planning and to meet certain regulatory requirements. Individual, economic, political, industry-specific conditions and other factors outside of Comerica's control, such as fuel prices, energy costs, real estate values or other factors that affect customer income levels, could alter predicted customer borrowing, repayment, investment and deposit practices. Such a change in these practices could materially adversely affect Comerica's ability to anticipate business needs and meet regulatory requirements.

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•

Management's ability to maintain and expand customer relationships may differ from expectations.

The financial services industry is very competitive. Comerica not only vies for business opportunities with new customers, but also competes to maintain and expand the relationships it has with its existing customers. While management believes that it can continue to grow many of these relationships, Comerica will continue to experience pressures to maintain these relationships as its competitors attempt to capture its customers. Failure to create new customer relationships and to maintain and expand existing customer relationships to the extent anticipated may adversely impact Comerica's earnings.

•

Management's ability to retain key officers and employees may change.

Comerica's future operating results depend substantially upon the continued service of its executive officers and key personnel. Comerica's future operating results also depend in significant part upon its ability to attract and retain qualified management, financial, technical, marketing, sales and support personnel. Competition for qualified personnel is intense, and Comerica cannot ensure success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for Comerica to hire personnel over time.

Comerica's ability to retain key officers and employees may be further impacted by legislation and regulation affecting the financial services industry. On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the "ARRA") was signed into law. Section 7001 of the ARRA amended Section 111 of the EESA in its entirety. While the U.S. Treasury must promulgate regulations to implement the restrictions and standards set forth in Section 7001, the ARRA, among other things, significantly expands the executive compensation restrictions previously imposed by the EESA. Such restrictions apply to any entity that has received or will receive financial assistance under the Troubled Asset Recovery Program, and shall generally continue to apply for as long as any obligation arising from financial assistance provided under TARP, including preferred stock issued under the Capital Purchase Program, remains outstanding. These ARRA restrictions shall not apply to any Troubled Asset Recovery Program recipient during such time when the federal government (i) only holds any warrants to purchase common stock of such recipient or (ii) does not hold any preferred stock or warrants to purchase common stock of such recipient. As a result of our participation in the Capital Purchase Program, the restrictions and standards set forth in Section 7001 of the ARRA shall be applicable to Comerica, subject to regulations promulgated by the U.S. Treasury. Such restrictions and standards may further impact management's ability to compete with financial institutions that are not subject to the same limitations as Comerica under Section 7001 of the ARRA.

Comerica's business, financial condition or results of operations could be materially adversely affected by the loss of any of its key employees, or Comerica's inability to attract and retain skilled employees.

•

Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving Comerica and its subsidiaries, could adversely affect Comerica or the financial services industry in general.

Comerica has been, and may in the future be, subject to various legal and regulatory proceedings. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that Comerica will prevail in any proceeding or litigation. Any such matter could result in substantial cost and diversion of Comerica's efforts, which by itself could have a material adverse effect on Comerica's financial condition and operating results. Further, adverse determinations in such

15

matters could result in actions by Comerica's regulators that could materially adversely affect Comerica's business, financial condition or results of operations.

•

Changes in regulation or oversight may have a material adverse impact on Comerica's operations.

Comerica is subject to extensive regulation, supervision and examination by the Texas Department of Banking, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission and other regulatory bodies. Such regulation and supervision governs the activities in which Comerica may engage. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on Comerica's operations, investigations and limitations related to Comerica's securities, the classification of Comerica's assets and determination of the level of Comerica's allowance for loan losses. In light of the current conditions in the U.S. financial markets and economy, Congress and regulators have increased their focus on the regulation of the financial services industry. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material adverse impact on Comerica's business, financial condition or results of operations.

•

Methods of reducing risk exposures might not be effective.

Instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, market and liquidity, operational, compliance, business risks and enterprise-wide risk could be less effective than anticipated. As a result, Comerica may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk, which could have a material adverse impact on Comerica's business, financial condition or results of operations.

•

Terrorist activities or other hostilities may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.

Terrorist attacks or other hostilities may disrupt Comerica's operations or those of its customers. In addition, these events have had and may continue to have an adverse impact on the U.S. and world economy in general and consumer confidence and spending in particular, which could harm Comerica's operations. Any of these events could increase volatility in the U.S. and world financial markets, which could harm Comerica's stock price and may limit the capital resources available to Comerica and its customers. This could have a material adverse impact on Comerica's operating results, revenues and costs and may result in increased volatility in the market price of Comerica's common stock.

•

Natural disasters, including, but not limited to, hurricanes, tornadoes, earthquakes, fires and floods, may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.

Comerica has significant operations and a significant customer base in California, Texas, Florida and other regions where natural disasters may occur. These regions are known for being vulnerable to natural disasters and other risks, such as tornadoes, hurricanes, earthquakes, fires and floods. These types of natural disasters at times have disrupted the local economy, Comerica's business and customers and have posed physical risks to Comerica's property. A significant natural disaster could materially adversely affect Comerica's operating results.

Item 1B.    Unresolved Staff Comments.

        None.

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Item 2.    Properties.

        The executive offices of Comerica are located in the Comerica Bank Tower, 1717 Main Street, Dallas, Texas 75201. Comerica Bank leases five floors of the building, plus an additional 34,238 square feet on the building's lower level, from an unaffiliated third party. The lease for such space used by Comerica and its subsidiaries extends through September 2023. Comerica and its subsidiaries also currently occupy 11 floors in the Comerica Tower at One Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226. Such space is leased through Comerica Bank from an unaffiliated third party. The leases at that building extend through January 2012. As of December 31, 2008, Comerica, through its banking affiliates, operated a total of 507 banking centers, trust services locations, and loan production or other financial services offices, primarily in the States of Texas, Michigan, California and Florida. Of these offices, 217 were owned and 290 were leased. As of December 31, 2008, affiliates also operated from leased spaces in Mesa and Phoenix, Arizona; Denver, Colorado; Wilmington, Delaware; Oakbrook Terrace, Illinois; Boston and Waltham, Massachusetts; Minneapolis, Minnesota; Princeton and Sea Girt, New Jersey; Las Vegas, Nevada; New York, New York; Rocky Mount and Wilmington, North Carolina; Granville and West Chester, Ohio; Memphis, Tennessee; Reston, Virginia; Bellevue and Seattle, Washington; Monterrey, Mexico; Wanchai, Hong Kong; Toronto, Ontario, Canada and Windsor, Ontario, Canada. Comerica and its subsidiaries own, among other properties, a check processing center in Livonia, Michigan, a 10-story building in the central business district of Detroit, Michigan that houses certain departments of Comerica and Comerica Bank, and three buildings in Auburn Hills, Michigan, used mainly for lending functions and operations.

Item 3.    Legal Proceedings.

        Effective January 5, 2009, Comerica Securities, Inc. ("Comerica Securities"), an indirect subsidiary of Comerica, and the Financial Industry Regulatory Authority ("FINRA") finalized the settlement of FINRA's auction rate securities ("ARS") investigation of Comerica Securities pursuant to the terms of a Letter of Acceptance Waiver and Consent (the "AWC") executed by the parties. The AWC formalized the agreement in principle between Comerica Securities and FINRA previously announced on September 18, 2008. For more information regarding the AWC and the ARS matter, reference is made to (i) Comerica's Current Report on Form 8-K, dated September 18, 2008, (ii) Comerica's Current Report on Form 8-K, dated January 5, 2009, (iii) Note 28 on page 143 of the Consolidated Financial Statements contained in Comerica's Annual Report to Shareholders for the year ended December 31, 2008 and (iv) Exhibit 10.39 to this Annual Report on Form 10-K.

        Comerica and certain of its subsidiaries are subject to various pending and threatened legal proceedings arising out of the normal course of business or operations. In view of the inherent difficulty of predicting the outcome of such matters, Comerica cannot state what the eventual outcome of any such matters will be. However, based on current knowledge and after consultation with legal counsel, management believes that current reserves, determined in accordance with SFAS No. 5, "Accounting for Contingencies," are adequate and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on Comerica's consolidated financial condition.

Item 4.    Submission of Matters to a Vote of Security Holders.

        Comerica did not submit any matters for a vote of the security holders in the fourth quarter of 2008.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information and Holders of Common Stock

        The common stock of Comerica Incorporated is traded on the New York Stock Exchange (NYSE Trading Symbol: CMA). At February 19, 2009, there were approximately 13,192 record holders of Comerica's common stock.

Sales Prices and Dividends

        Quarterly cash dividends were declared during 2008 and 2007 totaling $2.31 and $2.56 per common share per year, respectively. The following table sets forth, for the periods indicated, the high and low sale prices per share of Comerica's common stock as reported on the NYSE Composite Transactions Tape for all quarters of 2008 and 2007, as well as dividend information.

Quarter	High		Low		Dividends Per Share		Dividend* Yield
2008
Fourth	$	37.01	$	15.05	$	0.33		5.1	%
Third		54.00		19.31		0.66		7.2
Second		40.62		25.61		0.66		8.0
First		45.19		34.51		0.66		6.6
2007
Fourth	$	54.88	$	39.62	$	0.64		5.4	%
Third		61.34		50.26		0.64		4.6
Second		63.89		58.18		0.64		4.2
First		63.39		56.77		0.64		4.3

*

Dividend yield is calculated by annualizing the quarterly dividend per share and dividing by an average of the high and low price in the quarter.

        Effective November 14, 2008, Comerica cannot, without the consent of the U.S. Treasury, increase its quarterly dividend above $0.33 per common share under the terms of the Capital Purchase Program. For additional information regarding Comerica's participation in the Capital Purchase Program, please refer to pages 7 and 8 of this Annual Report on Form 10-K.

18

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2008

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders(1)			19,049,015	$	53.48		8,720,375(2)(3)
Equity compensation plans not approved by security holders(4)			184,500		55.94		—
	Total		19,233,515	$	53.51		8,720,375

⁽¹⁾

Consists of options to acquire shares of common stock, par value $5.00 per share, issued under the Comerica Amended and Restated 2006 Long-Term Incentive Plan, Amended and Restated 1997 Long-Term Incentive Plan, the 1991 Long-Term Incentive Plan, the Amended and Restated Comerica Incorporated Stock Option Plan for Non-Employee Directors, and the Imperial Bank Stock Option Plan (assumed by Comerica in connection with its acquisition of Imperial Bank). Does not include 57,582 restricted stock units equivalent to shares of common stock issued under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors and outstanding as of December 31, 2008, or 1,627,229 shares of restricted stock issued under Comerica's Amended and Restated 2006 Long-Term Incentive Plan and outstanding as of December 31, 2008. There are no shares available for future issuances under any of these plans other than the Comerica Incorporated Incentive Plan for Non-Employee Directors and Comerica's Amended and Restated 2006 Long-Term Incentive Plan. The Comerica Incorporated Incentive Plan for Non-Employee Directors was approved by the shareholders on May 18, 2004. The 2006 Long-Term Incentive Plan (currently known as the Amended and Restated 2006 Long-Term Incentive Plan) was approved by Comerica's shareholders on May 16, 2006.

⁽²⁾

Does not include shares of common stock purchased by employees under the Amended and Restated Employee Stock Purchase Plan, or contributed by Comerica on behalf of the employees. The Amended and Restated Employee Stock Purchase Plan was ratified and approved by the shareholders on May 18, 2004. Five million shares of Comerica's common stock have been registered for sale or awards to employees under the Amended and Restated Employee Stock Purchase Plan. As of December 31, 2008, 1,580,295 shares had been purchased by or contributed on behalf of employees, leaving 3,419,705 shares available for future sale or awards. If these shares available for future sale or awards under the Employee Stock Purchase Plan were included, the number shown in column (c) would be 12,140,080.

⁽³⁾

These shares are available for future issuance under Comerica's Amended and Restated 2006 Long-Term Incentive Plan in the form of options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards and under the Incentive Plan for Non-Employee Directors in the form of options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards. Under the Amended and Restated 2006 Long-Term Incentive Plan, not more than a total of 2.2 million shares may be used for awards other than options and stock appreciation rights and not more than one million shares are available as incentive stock options. Further, no award recipient may receive more than 350,000 shares during any calendar year, and the maximum number of shares underlying awards of options

19

and stock appreciation rights that may be granted to an award recipient in any calendar year is 350,000.

⁽⁴⁾

Consists of options to acquire shares of common stock, par value $5.00 per share, issued under the Amended and Restated Comerica Incorporated Stock Option Plan for Non-Employee Directors of Comerica Bank and Affiliated Banks (terminated March 2004).

        Most of the equity awards made by Comerica during 2008 were granted under the shareholder-approved Amended and Restated 2006 Long-Term Incentive Plan.

        Plans not approved by Comerica's shareholders include:

Amended and Restated Comerica Incorporated Stock Option Plan for Non-Employee Directors of Comerica Bank and Affiliated Banks (Terminated March 2004)—Under the plan, Comerica granted options to acquire up to 450,000 shares of common stock, subject to equitable adjustment upon the occurrence of events such as stock splits, stock dividends or recapitalizations. After each annual meeting of shareholders, each member of the Board of Directors of a subsidiary bank of Comerica who was not an employee of Comerica or of any of its subsidiaries nor a director of Comerica (the "Eligible Directors") automatically was granted an option to purchase 2,500 shares of the common stock of Comerica. Option grants under the plan were in addition to annual retainers, meeting fees and other compensation payable to Eligible Directors in connection with their services as directors. The plan is administered by a committee of the Board of Directors. With respect to the automatic grants, the committee does not and did not have discretion as to matters such as the selection of directors to whom options will be granted, the timing of grants, the number of shares to become subject to each option grant, the exercise price of options, or the periods of time during which any option may be exercised. In addition to the automatic grants, the committee could grant options to the Eligible Directors in its discretion. The exercise price of each option granted was the fair market value of each share of common stock subject to the option on the date the option was granted. The exercise price is payable in full upon exercise of the option and may be paid in cash or by delivery of previously owned shares. The committee may change the option price per share following a corporate reorganization or recapitalization so that the aggregate option price for all shares subject to each outstanding option prior to the change is equivalent to the aggregate option price for all shares or other securities into which option shares have been converted or which have been substituted for option shares. The term of each option cannot be more than ten years. This plan was terminated by the Board of Directors on March 23, 2004. Accordingly, no new options may be granted under this plan.

Director Deferred Compensation Plans—Comerica maintains two deferred compensation plans for non-employee directors of Comerica, its subsidiaries and its advisory boards: the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (the "Common Stock Deferral Plan") and the Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (the "Mutual Fund Deferral Plan"). The Common Stock Deferral Plan allows directors to invest in units that correlate to, and are functionally equivalent to, shares of common stock of Comerica, while the Mutual Fund Deferral Plan allows directors to invest in units that correlate to, and are functionally equivalent to, the shares of certain mutual funds offered under such plan. The Common Stock Deferral Plan previously provided for the mandatory deferral of 50% of the annual retainer of each director of Comerica into shares of common stock of Comerica, but currently has no mandatory deferral. Until the mandatory deferral requirement was discontinued, directors could voluntarily defer the remaining 50% of their director fees (and all other non-employee directors of Comerica's subsidiaries could choose to defer up to 100% of their director fees) under the Common Stock Deferral Plan or the Mutual Fund Deferral Plan, or a combination of the two plans. Currently, all eligible non-employee directors may defer any portion or none of their director fees under the Common Stock Deferral Plan or the Mutual Fund Deferral Plan, or a combination of the two plans.

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        The directors' accounts under the Common Stock Deferral Plan are increased to the extent of dividends paid on Comerica common stock to reflect the number of additional shares of Comerica's common stock that could have been purchased had the dividends been paid on each share of common stock hypothetically underlying then-outstanding stock units in the directors' accounts. Similarly, the directors' accounts under the Mutual Fund Deferral Plan are increased in connection with the payment of dividends paid on the mutual fund shares to reflect the number of additional shares of mutual fund shares that could have been purchased had the dividends or other distributions been paid on each share of stock hypothetically underlying then-outstanding mutual fund units in the directors' accounts. Following the applicable deferral period, the distribution of a participant's Comerica stock unit account under the Common Stock Deferral Plan is made in Comerica's common stock (with fractional shares being paid in cash), while the distribution of a participant's mutual fund account under the Mutual Fund Deferral Plan is made in cash.

Employee Deferred Compensation Plans—Comerica maintains two deferred compensation plans for eligible employees of Comerica and its subsidiaries: the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (the "Employee Common Stock Deferral Plan") and the 1999 Comerica Incorporated Deferred Compensation Plan (the "Employee Fund Plan"). Under the Employee Common Stock Deferral Plan, eligible employees may defer specified portions of their incentive awards into units that correlate to, and are functionally equivalent to, shares of common stock of Comerica. The employees' accounts under the Employee Common Stock Deferral Plan are increased in connection with the payment of dividends paid on Comerica's common stock to reflect the number of additional shares of Comerica's common stock that could have been purchased had the dividends been paid on each share of common stock hypothetically underlying then-outstanding stock units in the employees' accounts. The deferred compensation under the Employee Common Stock Deferral Plan is payable in shares of Comerica's common stock following termination of service as an employee.

        Similarly, under the Employee Fund Plan, eligible employees may defer specified portions of their compensation, including salary, bonus and incentive awards, into units that correlate to, and are functionally equivalent to, shares of certain mutual funds offered under the Employee Fund Plan. Beginning in 1999, no such funds are Comerica stock funds. The employees' accounts under the Employee Fund Plan are increased in connection with the payment of dividends paid on the fund shares to reflect the number of additional shares of the fund stock that could have been purchased had the dividends been paid on each share of fund stock hypothetically underlying then-outstanding stock units in the employees' accounts. The deferred compensation under the Employee Fund Plan is payable in cash following termination of service as an employee.

        For additional information regarding Comerica's equity compensation plans, please refer to Note 15 on pages 101 through 103 of the Consolidated Financial Statements contained in Comerica's Annual Report to Shareholders for the year ended December 31, 2008.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

        The Board of Directors of Comerica authorized the purchase of up to 10 million shares on November 13, 2007, in addition to the remaining unfulfilled portion of the November 14, 2006 authorization. Substantially all shares purchased as part of Comerica's publicly announced repurchase program have been transacted in the open market and were within the scope of Rule 10b-18, which provides a safe harbor for purchases in a given day if an issuer of equity securities satisfies the manner, timing, price and volume conditions of the rule when purchasing its own common shares in the open market. There is no expiration date for Comerica's share repurchase program. However, as a participant in the Capital Purchase Program, effective November 14, 2008, Comerica cannot repurchase any of its shares without U.S. Treasury approval with limited exceptions, most significantly purchases in connection with benefit plans. Comerica made no open market repurchases in the year ended

21

December 31, 2008, as compared to the year ended December 31, 2007 during which it repurchased 10.0 million shares in the open market. The following table summarizes Comerica's monthly share repurchase activity during the quarter ended December 31, 2008.

Month Ended		Total Number of Shares Purchased(1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 31, 2008			6,515	$	34.99		—		12,576,281
November 30, 2008			—		—		—		12,576,281
December 31, 2008			—		—		—		12,576,281
	Total		6,515	$	34.99		—		12,576,281

⁽¹⁾

Includes shares purchased pursuant to deferred compensation plans and shares purchased from employees to pay for grant prices and/or taxes related to stock option exercises and restricted stock vesting under the terms of an employee share-based compensation plan.

        For additional information regarding Comerica's share repurchase program, please refer to Note 12 on pages 96 through 98 of the Consolidated Financial Statements contained in Comerica's Annual Report to Shareholders for the year ended December 31, 2008.

Unregistered Sales of Equity Securities and Use of Proceeds

        Pursuant to the U.S. Treasury's Capital Purchase Program, on November 14, 2008, Comerica issued to the U.S. Treasury in exchange for aggregate consideration of $2.25 billion, (i) 2.25 million shares of Comerica's Fixed Rate Cumulative Perpetual Preferred Stock, Series F, without par value (the "Series F Preferred Stock"), and (ii) a warrant to purchase 11,479,592 shares of Comerica's common stock, at an exercise price of $29.40 per share, subject to certain anti-dilution and other adjustments (the "Warrant"). The Series F Preferred Stock (a) has a liquidation amount per share equal to $1,000 for an aggregate value of $2.25 billion and (b) pays a cumulative annual dividend of five percent for the first five years and nine percent on an annual basis thereafter. The Warrant expires ten years from the issuance date. Both the Series F Preferred Stock and the Warrant were accounted for as components of Comerica's regulatory Tier 1 capital.

        For additional information regarding Comerica's participation in the Capital Purchase Program, please refer to (i) pages 7 and 8 of this Annual Report on Form 10-K and (ii) Note 12 on pages 96 through 98 of the Consolidated Financial Statements contained in Comerica's Annual Report to Shareholders for the year ended December 31, 2008.

Item 6.    Selected Financial Data.

        The response to this item is included on page 11 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which page is hereby incorporated by reference.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

        The response to this item is included on pages 12 through 69 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference.

22

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

        The response to this item is included on pages 52 through 60 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference.

Item 8.    Financial Statements and Supplementary Data.

        The response to this item is included on pages 70 through 151 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, and in the Statistical Disclosure by Bank Holding Companies on pages 16 through 55 and 88 through 93 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

        None.

Item 9A.    Controls and Procedures.

Disclosure Controls and Procedures

        As required by Rule 13a-15(b) of the Exchange Act, management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by this Annual Report on Form 10-K, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Comerica's disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

Internal Control Over Financial Reporting

        Management's annual report on internal control over financial reporting and the related attestation report of Comerica's registered public accounting firm are included on pages 146 and 147 of Comerica's Annual Report to Shareholders for the year ended December 31, 2008, which pages are hereby incorporated by reference.

        As required by Rule 13a-15(d), management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, Comerica's internal control over financial reporting. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that there has been no such change during the last quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, Comerica's internal control over financial reporting.

Item 9B.    Other Information.

        None.

23

PART III

Item 10.    Directors and Executive Officers of the Registrant.

        Comerica has a Senior Financial Officer Code of Ethics that applies to the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the Senior Vice President—Finance, and the Treasurer of Comerica. The Senior Financial Officer Code of Ethics is available on Comerica's website at www.comerica.com.

        The remainder of the response to this item will be included under the sections captioned "Information About Nominees and Incumbent Directors," "Committees and Meetings of Directors," "Committee Assignments," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2009, which sections are hereby incorporated by reference.

Item 11.    Executive Compensation.

        The response to this item will be included under the sections captioned "Compensation Committee Interlocks and Insider Participation", "Compensation of Executive Officers", "Compensation Discussion and Analysis", "Compensation of Directors", "Officer Stock Ownership Guidelines", "Compensation Committee Report", "Summary Compensation Table", "Grants Of Plan-Based Awards", "Outstanding Equity Awards At Fiscal Year-End", "Option Exercises and Stock Vested", "Pension Benefits", "Nonqualified Deferred Compensation", "Employee Deferred Compensation Plans", and "Potential Payments Upon Termination or Change in Control" of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2009, which sections are hereby incorporated by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

        The information called for by this item with respect to securities authorized for issuance under equity compensation plans is included under Part II, Item 5 of this Annual Report on Form 10-K.

        The response to the remaining requirements of this item will be included under the sections captioned "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2009, which sections are hereby incorporated by reference.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

        The response to this item will be included under the sections captioned "Director Independence and Transactions of Directors with Comerica," "Transactions of Executive Officers with Comerica" and "Information about Nominees and Incumbent Directors" of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2009, which sections are hereby incorporated by reference.

Item 14.    Principal Accountant Fees and Services.

        The response to this item will be included under the section captioned "Independent Auditors" of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 19, 2009, which section is hereby incorporated by reference.

24

Comerica Incorporated and Subsidiaries
FORM 10-K CROSS-REFERENCE INDEX

Certain information required to be included in this Form 10-K is included in the 2008 Annual Report to Shareholders or in the 2009 Proxy Statement used in connection with the 2009 Annual Meeting of Shareholders to be held on May 19, 2009. The following cross-reference index shows the page location in the 2008 Annual Report to Shareholders or the section of the 2009 Proxy Statement of only that information which is to be incorporated by reference into this Form 10-K. All other sections of the 2008 Annual Report to Shareholders or the 2009 Proxy Statement are not required in this Form 10-K and are not to be considered a part of this Form 10-K.

		Page Number of 2008 Annual Report to Shareholders or Section of 2009 Proxy Statement
	PART I
ITEM 1.	Business	Included herein; 15-16; 18-22; 27-31; 37-40; 42-45; 57; 94-98; 133-141
ITEM 1A.	Risk Factors	Included herein
ITEM 1B.	Unresolved Staff Comments	Included herein
ITEM 2.	Properties	Included herein
ITEM 3.	Legal Proceedings	Included herein; 143
ITEM 4.	Submission of Matters to a Vote of Security Holders	Included herein
	PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	Included herein; 96-98; 101-103
	Performance Graph	10
ITEM 6.	Selected Financial Data	11
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12-69
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	52-60
ITEM 8.	Financial Statements and Supplementary Data:	70-151
	Comerica Incorporated and Subsidiaries
	Consolidated Balance Sheets	70
	Consolidated Statements of Income	71
	Consolidated Statements of Changes in Shareholders' Equity	72
	Consolidated Statements of Cash Flows	73
	Notes to Consolidated Financial Statements	74-145
	Report of Management	146
	Report of Independent Registered Public Accounting Firm	148
	Management's Report on Internal Control Over Financial Reporting	146
	Attestation Report of Independent Registered Public Accounting Firm	147

25

		Page Number of 2008 Annual Report to Shareholders or Section of 2009 Proxy Statement
	Statistical Disclosure by Bank Holding Companies:
	Analysis of Net Interest Income—Fully Taxable Equivalent	16
	Rate-Volume Analysis—Fully Taxable Equivalent	17
	Analysis of Investment Securities and Loans	32
	Loan Maturities and Interest Rate Sensitivity	33
	Analysis of Investment Securities Portfolio—Fully Taxable Equivalent	36
	International Cross-Border Outstandings	37
	Analysis of the Allowance for Loan Losses	42
	Allocation of the Allowance for Loan Losses	44
	Summary of Nonperforming Assets and Past Due Loans	45; 88-89
	Concentration of Credit	48-49
	Remaining Expected Maturity of Risk Management Interest Rate Swaps	55
	Deposits—Maturity Distribution of Domestic Certificates of Deposit of $100,000 and Over	92
	Short-Term Borrowings	92-93
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Included herein
ITEM 9A.	Controls and Procedures:
	Management's Report on Internal Control Over Financial Reporting	146
	Attestation Report of Independent Registered Public Accounting Firm	147
	Other information called for by this item	Included herein
ITEM 9B.	Other Information	Included herein
	PART III
ITEM 10.	Directors and Executive Officers of the Registrant: Information about Senior Financial Officer Code of Ethics	Included herein
	Other information called for by this item	Information About Nominees and Incumbent Directors, Committees and Meetings of Directors, Committee Assignments, Executive Officers, and Section 16(a) Beneficial Ownership Reporting Compliance

26

		Page Number of 2008 Annual Report to Shareholders or Section of 2009 Proxy Statement
ITEM 11.	Executive Compensation	Compensation Committee Interlocks and Insider Participation, Compensation of Executive Officers, Compensation Discussion and Analysis, Compensation of Directors, Retirement Plans for Directors, Officer Stock Ownership Guidelines, Compensation Committee Report, Summary Compensation Table, Grants Of Plan-Based Awards, Outstanding Equity Awards At Fiscal Year-End, Option Exercises and Stock Vested, Pension Benefits, Non- Qualified Deferred Compensation, and Potential Payments Upon Termination or Change in Control
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:
	Information about Securities Authorized for Issuance Under Equity Compensation Plans	Included herein
	Other information called for by this item	Security Ownership of Certain Beneficial Owners and Security Ownership of Management
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	Director Independence and Transactions of Directors with Comerica, Transactions of Executive Officers with Comerica, and Information about Nominees and Incumbent Directors
ITEM 14.	Principal Accountant Fees and Services	Independent Auditors

27

PART IV

Item 15.    Exhibits and Financial Statement Schedules

        The following documents are filed as a part of this report:

1.

Financial Statements: The financial statements that are filed as part of this report are listed under Item 8 in the Form 10-K Cross-Reference Index on pages 25-26.

2.

All of the schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are either not required under the related instruction, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and therefore have been omitted.

3.

Exhibits:

2	(not applicable)
3.1(a)	Restated Certificate of Incorporation of Comerica Incorporated (as amended) (filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference).
3.1(b)	Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-4, filed December 1, 2000, File No. 333-51042, and incorporated herein by reference).
3.1(c)	Certificate of Designations for Series F Preferred Stock (filed as Exhibit 3.1 to Registrant's Current Report on From 8-K dated November 13, 2008, regarding U.S. Department of Treasury's Capital Purchase Program, and incorporated herein by reference).
3.2	Amended and Restated Bylaws of Comerica Incorporated (amended and restated May 20, 2008) (filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K dated May 20, 2008, regarding the Registrant's Bylaws, and incorporated herein by reference).
4	[Reference is made to Exhibits 3.1(a), 3.1(b), 3.1(c) and 3.2 in respect of instruments defining the rights of security holders. In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Registrant is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.]
4.1	Form of Certificate for Series F Preferred Stock (filed as Exhibit 4.1 to Registrant's Current Report on From 8-K dated November 13, 2008, regarding U.S. Department of Treasury's Capital Purchase Program, and incorporated herein by reference).
4.2	Form of Warrant for Purchase of Common Stock (filed as Exhibit 4.2 to Registrant's Current Report on From 8-K dated November 13, 2008, regarding U.S. Department of Treasury's Capital Purchase Program, and incorporated herein by reference).
9	(not applicable)
10.1†	Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (amended and restated November 18, 2008, with amendments effective December 31, 2008).
10.2†	Comerica Incorporated 2006 Amended and Restated Management Incentive Plan (amended and restated November 18, 2008, with amendments effective December 31, 2008).
10.3†	Amended and Restated Benefit Equalization Plan for Employees of Comerica Incorporated (amended and restated November 18, 2008, with amendments effective December 31, 2008).
10.4†	Comerica Incorporated Amended and Restated Employee Stock Purchase Plan (amended and restated November 18, 2008, with amendments effective December 31, 2008).
10.5†	1986 Stock Option Plan of Imperial Bancorp (as amended) (filed as Exhibit 10.23 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).

28

10.6†	Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
10.7†	Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference).
10.8†	Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 1997 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
10.9†	Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 99.1 to Registrant's Current Report on Form 8-K dated January 22, 2007, and incorporated herein by reference).
10.10†	Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan (filed as Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
10.11†	Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference).
10.12†	Form of Standard Comerica Incorporated No Sale Agreement under the Comerica Incorporated Amended and Restated Management Incentive Plan (filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
10.13†	Form of Director Indemnification Agreement between Comerica Incorporated and certain of its directors (filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).
10.14†	Supplemental Benefit Agreement with Eugene A. Miller (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, and incorporated herein by reference).
10.15†	Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb Jr. (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
10.16†	Restrictive Covenants and General Release Agreement by and between John D. Lewis and Comerica Incorporated dated March 13, 2006 (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference).
10.17	[Intentionally Omitted]
10.18†	1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (amended and restated on November 18, 2008, with amendments effective December 31, 2008).
10.19†	1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (amended and restated on November 18, 2008, with amendments effective December 31, 2008).
10.20†	Amended and Restated Comerica Incorporated Stock Option Plan For Non-Employee Directors (amended and restated May 22, 2001) (filed as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).

29

10.21†	Amended and Restated Comerica Incorporated Stock Option Plan For Non-Employee Directors of Comerica Bank and Affiliated Banks (amended and restated May 22, 2001) (filed as Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).
10.22†	Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (amended and restated on November 18, 2008, with amendments effective December 31, 2008).
10.23†	Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (amended and restated on November 18, 2008, with amendments effective December 31, 2008).
10.24†	Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (amended and restated on November 18, 2008, with amendments effective December 31, 2008).
10.25†	Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).
10.26†	Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 2) (filed as Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference).
10.27†	Form of Change of Control Employment Agreement (BE4 and Higher Version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated November 18, 2008, and incorporated herein by reference).
10.28†	Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version)
10.29†	Form of Change of Control Employment Agreement (BE2—BE3 Version) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated November 18, 2008, and incorporated herein by reference).
10.30†	Waiver of Senior Executive Officers dated November 14, 2008 (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated November 13, 2008, regarding U.S. Department of Treasury's Capital Purchase Program, and incorporated herein by reference).
10.31†	Amendments to Benefit Plans and Related Consent of Senior Executive Officers dated November 14, 2008 (filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K dated November 13, 2008, regarding U.S. Department of Treasury's Capital Purchase Program, and incorporated herein by reference).
10.32	Letter Agreement dated November 14, 2008 by and between the Registrant and the United States Department of the Treasury (filed as Exhibit 10.1 to Registrant's Current Report on From 8-K dated November 13, 2008, regarding U.S. Department of Treasury's Capital Purchase Program, and incorporated herein by reference).
10.33	Settlement Agreement dated as of November 3, 2006 and enforceable as of November 10, 2006 (filed as Exhibit 10.34 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference).
10.34	Implementation Agreement dated July 28, 2005 between Framlington Holdings Limited, Guarantors as named in the Agreement and AXA Investment Managers SA (restated to reflect amendments on September 7, 2005) (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).

30

10.35	Second Amendment Agreement dated October 31, 2005 in relation to an Implementation Agreement dated July 28, 2005 (as amended on September 7, 2005) (filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
10.36	Cash Offer dated July 27, 2005 by AXA Investment Managers S.A. (filed as Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
10.37	Form of Acceptance relating to the Cash Offer by AXA Investment Managers S.A. for the Entire Issued Share Capital of Framlington Group Limited (filed as Exhibit 10.7 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
10.38	FINRA Settlement Term Sheet, dated September 16, 2008 (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
10.39	FINRA Letter of Acceptance, Waiver and Consent, effective January 5, 2009 (regarding settlement of auction rate securities investigation).
11	Statement regarding Computation of Net Income Per Common Share (incorporated by reference from Note 14 on pages 100 and 101 of Registrant's 2008 Annual Report to Shareholders attached hereto as Exhibit 13).
12	(not applicable)
13	Incorporated Sections of Registrant's 2008 Annual Report to Shareholders
14	(not applicable)
16	(not applicable)
18	(not applicable)
21	Subsidiaries of Registrant
22	(not applicable)
23	Consent of Ernst & Young LLP
24	(not applicable)
31.1	Chairman, President and CEO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
31.2	Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
32	Section 1350 Certification of Periodic Report (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
33	(not applicable)
34	(not applicable)
35	(not applicable)
99	(not applicable)
100	(not applicable)

†

Management compensation plan.

File No. for all filings under Exchange Act: 1-10706.

31

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of February 24, 2009.

COMERICA INCORPORATED
By:	/s/ RALPH W. BABB, JR. Ralph W. Babb, Jr. Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated as of February 24, 2009.

/s/ RALPH W. BABB, JR. Ralph W. Babb, Jr.	Chairman, President and Chief Executive Officer and Director (Principal Executive Officer)
/s/ ELIZABETH S. ACTON Elizabeth S. Acton	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ MARVIN J. ELENBAAS Marvin J. Elenbaas	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ LILLIAN BAUDER Lillian Bauder	Director
/s/ JOSEPH J. BUTTIGIEG, III Joseph J. Buttigieg, III	Director
/s/ JAMES F. CORDES James F. Cordes	Director
/s/ ROGER A. CREGG Roger A. Cregg	Director
/s/ T. KEVIN DENICOLA T. Kevin DeNicola	Director

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/s/ ANTHONY F. EARLEY, JR. Anthony F. Earley, Jr.	Director
/s/ JACQUELINE P. KANE Jacqueline P. Kane	Director
/s/ RICHARD G. LINDNER Richard G. Lindner	Director
/s/ ALFRED A. PIERGALLINI Alfred A. Piergallini	Director
/s/ ROBERT S. TAUBMAN Robert S. Taubman	Director
/s/ REGINALD M. TURNER, JR. Reginald M. Turner, Jr.	Director
/s/ NINA G. VACA Nina G. Vaca	Director
/s/ WILLIAM P. VITITOE William P. Vititoe	Director
/s/ KENNETH L. WAY Kenneth L. Way	Director

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EX-10.1

Exhibit 10.1

COMERICA INCORPORATED
2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

SECTION 1
PURPOSE

The purpose of Comerica’s 2006 Amended and Restated Long-Term Incentive Plan is to align the interests of employees of the Corporation selected to receive awards with those of stockholders by rewarding long term decision-making and actions for the betterment of the Corporation.  Accordingly, Eligible Individuals may receive Awards of Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units, Performance Awards and Other Stock-Based Awards.  Equity-based compensation assists in the attraction and retention of qualified employees, and provides them with additional incentive to devote their best efforts to pursue and sustain the Corporation’s superior long-term performance.  This enhances the value of the Corporation for the benefit of its stockholders.

SECTION 2
DEFINITIONS

A.“Affiliate” means (i) any corporation, partnership, joint venture or other entity that is controlled by the Corporation, whether directly or indirectly, and (ii) any corporation, partnership, joint venture or other entity in which the Corporation has a significant equity interest, as determined by the Committee; provided, however, that with respect to an Award of an Incentive Stock Option and an Award that is subject to Code Section 409A, the term “Affiliate” shall refer solely to a Subsidiary.

B.“Aggregated Plan” means all agreements, methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.

C.“Award” means an Option, a Stock Appreciation Right, a Share of Restricted Stock, a Restricted Stock Unit, a Performance Award, including a Qualified Performance-Based Award, or an Other Stock-Based Award pursuant to the Plan.  Each Award shall be evidenced by an Award Agreement.

D.“Award Agreement” means a written agreement, in a form approved by the Committee, which sets forth the terms and conditions of an Award, including, but not limited to, the Performance Period and/or Restriction Period, as appropriate.  Agreements shall be subject to the express terms and conditions set forth herein, and to such other terms and conditions not inconsistent with the Plan as the Committee shall deem appropriate.

E.“Award Recipient” means an Eligible Individual who has been granted an Award under the Plan and has entered into an Award Agreement evidencing the grant of such Award or otherwise accepted the terms of an Award Agreement, including by electronic acceptance or acknowledgement.

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F.“Beneficiary” means any person(s) designated by an Award Recipient on a beneficiary designation form submitted to the Plan Administrator, or, if no form has been submitted, any person(s) entitled to receive any amounts owing to such Award Recipient under this Plan upon his or her death by reason of having been named in the Award Recipient’s will or trust agreement or having qualified as a taker of the Award Recipient’s property under the laws of intestacy.  If an Award Recipient authorizes any person, in writing, to exercise such individual’s Options or Stock Appreciation Rights following the Award Recipient’s death, the term “Beneficiary” shall include any person in whose favor such Options or Stock Appreciation Rights are exercised by the person authorized to exercise the Options or Stock Appreciation Rights.

G.“Board” means the Board of Directors of the Corporation.

H.“Cause” means (1) conviction of the Award Recipient for committing a felony under Federal law or the law of the state in which such action occurred, (2) dishonesty in the course of fulfilling the Award Recipient’s employment duties, (3) willful and deliberate failure on the part of the Award Recipient to perform his or her employment duties in any material respect, or (4) before a Change of Control, such other events as shall be determined by the Committee.  Before a Change of Control, the Committee shall, unless otherwise provided in an Individual Agreement with the Award Recipient, have the sole discretion to determine whether “Cause” exists, and its determination shall be final.

I.“Change of Control” shall have the meaning set forth in Exhibit A to this Plan.

J.“Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

K.“Committee” means the Governance, Compensation and Nominating Committee of the Board or such other committee of the Board as the Board may from time to time designate, which, with respect to the establishment of Performance Measures, shall be composed solely of not less than two outside directors (as described under Regulations Section 1.162-27(e)(3)), and shall be appointed by and serve at the pleasure of the Board.

L.“Corporation” means Comerica Incorporated, a Delaware corporation, and its successors and assigns.

M.“Date of Grant” means the effective date of an Award granted by the Committee to an Award Recipient.

N.“Disabled” or “Disability” means “Totally Disabled” (or any derivation of such term) within the meaning of the Long-Term Disability Plan of Comerica Incorporated, or if there is no such plan, “Disability” as determined by the Committee.  However, with respect to the rules relating to Incentive Stock Options, the term “Disabled” shall mean disabled as that term is utilized in Sections 422 and 22(e)(3) of the Code, or any successor Code provisions relating to ISOs.  Furthermore, with

2

respect to Awards subject to Section 409A of the Code, “Disabled” shall not have either of the prior meanings, but shall mean an Award Recipient’s inability to engage in any substantial gainful activity due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

O.“Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Corporation, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Corporation and its Affiliates.

P.“Eligible Individual” means any officers and employees of the Corporation or any of its Subsidiaries or Affiliates, and prospective officers and employees who have accepted offers of employment from the Corporation or its Subsidiaries or Affiliates.  Notwithstanding the foregoing, an Eligible Individual for purposes of receipt of the grant of an ISO shall be limited to those individuals who are eligible to receive ISOs under rules set forth in the Code and applicable regulations.

Q.“Exchange Act” means the Securities Exchange Act of 1934, as amended.

R.“Fair Market Value” means the closing price of a Share on the New York Stock Exchange as reported on the Composite Tape as published in the Wall Street Journal; if, however, there is no trading of Shares on the date in question, then the closing price of the Shares as so reported, on the last preceding trading day shall instead be used to determine Fair Market Value.  If Fair Market Value for any date in question cannot be determined as provided above, Fair Market Value shall be determined by the Committee in its good faith discretion based on a reasonable valuation method in accordance with the Regulations and applicable guidance promulgated under Code Section 409A.

S.“Incentive Stock Option” or “ISO Award” means an Option granted pursuant to the Plan that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.

T.“Nonqualified Stock Option” or “NQSO Award” means an Option granted  pursuant to the Plan that is not intended to be, or does not qualify as, an Incentive Stock Option.

U.“Option” means a Nonqualified Stock Option or an Incentive Stock Option granted pursuant to Section 6(A) of the Plan.

V.“Other Stock-Based Award” means any right granted under Section 6(F) of the Plan.

W.“Performance Award” means any Award, including a Qualified Performance-Based Award, granted pursuant to Section 6(E) of the Plan.

3

X.“Performance Measures” means the performance goals established by the Committee and relating to a Performance Period in connection with the grant of an Award.  In the case of any Qualified Performance-Based Award, such goals shall be (i) based on the attainment of specified levels of one or more of the following measures (a) earnings per share, (b) return measures (including, but not limited to, return on assets, equity or sales), (c) net income (before or after taxes), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner’s equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) gross revenues, (i) gross margins or (j) stock price (including, but not limited to, growth measures and total stockholder return) and (ii) set by the Committee within the time period prescribed by Section 162(m) of the Code.  Performance Measures may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated and may be based on or adjusted for any other objective goals, events, or occurrences established by the Committee for a Performance Period.  Such Performance Measures may be particular to a line of business, Subsidiary or other unit or may be based on the performance of the Corporation generally.  Such Performance Measures may cover the Performance Period(s) as specified by the Committee.  Performance Measures may be adjusted by the Committee in its sole discretion to eliminate the unbudgeted effects of charges for restructurings, charges for discontinued operations, charges for extraordinary items and other unusual or non-recurring items of loss or expense, merger related charges, cumulative effect of accounting changes, the unbudgeted financial impact of any acquisition or divestiture made during the applicable Performance Period, and any direct or indirect change in the Federal corporate tax rate affecting the Performance Period, each as defined by generally accepted accounting principles and identified in the audited financial statements, notes to the audited financial statements, management’s discussion and analysis or other Corporation filings with the Securities and Exchange Commission

Y.“Performance Period” means the period designated by the Committee during which the Performance Measures applicable to an Award shall be measured.  The Performance Period shall be established at or before the time of the grant of the Award, and the length of any Performance Period shall be within the discretion of the Committee.

Z.“Plan” means the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, as may be amended from time to time.

AA.“Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 7.

BB.“Regulations” means the Treasury Regulations promulgated under the Code.

4

CC.“Restriction Period” means the period designated by the Committee during which Shares of a Restricted Stock Award remain forfeitable or a Restricted Stock Unit Award is subject to vesting requirements.

DD.“Restricted Stock” or “Restricted Stock Award” means an award of Shares pursuant to Section 6(C) of the Plan subject to the terms, conditions and such restrictions as may be determined by the Committee and set forth in the applicable Award Agreement.  Shares of Restricted Stock shall constitute issued and outstanding Shares for all corporate purposes.

EE.“Restricted Stock Units” or “Restricted Stock Unit Award” means an Award granted pursuant to Section 6(D) of the Plan denominated in Shares subject to the terms, conditions and restrictions determined by the Committee and set forth in the applicable Award Agreement.

FF.“Retirement” means, unless otherwise provided in an Award Agreement or determined by the Committee, an Award Recipient’s Termination of Employment (or with respect to Awards subject to Code Section 409A, an Award Recipient’s Separation from Service) at or after age 65 or after attainment of both age 55 and ten (10) years of continuous service with the Corporation and Affiliates.

GG.“Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

HH.“Separation from Service” means, with respect to any Award that is subject to Code Section 409A, the date on which the Corporation and the Award Recipient reasonably anticipate a permanent reduction in the level of bona fide services performed by the Award Recipient for the Corporation or any Affiliate to 20% or less of the average level of bona fide services performed by the Award Recipient for the Corporation or any Affiliate (whether as an employee or an independent contractor) in the immediately preceding thirty-six (36) months (or the full period of service to the Corporation and any Affiliate if the Award Recipient has been providing services to the Corporation and its Affiliates for less than thirty-six (36) months).  The determination of whether a Separation from Service has occurred shall be made by the Plan Administrator in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

II.“Share” means a share of common stock, $5.00 par value, of the Corporation or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 3(D) of the Plan.

JJ.“Specified Employee” means a key employee of the Corporation as defined in Code Section 416(i) without regard to paragraph (5) thereof.  The determination of whether an Award Recipient is a Specified Employee shall be made by the Committee as of the specified employee identification date adopted by the

5

Corporation in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

KK.“Stock Appreciation Right” or “SAR Award” means a right granted under Section 6(B) of the Plan.

LL.“Subsidiary” means any entity (other than the Corporation) in an unbroken chain of entities beginning with the Corporation, provided each entity (other than the last entity) in the unbroken chain owns, at the time of the determination, ownership interests possessing fifty percent (50%) or more of the total combined voting power of all classes of ownership interests in one of the other entities in such chain; provided, however, with respect to any Award that is an Incentive Stock Option, the term “Subsidiary” shall refer solely to an entity that is taxed under Federal tax law as a corporation.

MM.“Tax Withholding Date” shall mean the earliest date the obligation to withhold tax with respect to an Award arises.

NN.“Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding (subject to earlier termination upon Termination of Employment or otherwise) as specified in the applicable Award Agreement or, to the extent not specified in the Award Agreement, as provided in the Plan.

OO.“Termination of Employment” means the termination of the applicable Award Recipient’s employment with the Corporation and any of its Affiliates.  An Award Recipient employed by an Affiliate or a division of the Corporation or any of its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Affiliate or division ceases to be an Affiliate or division, as the case may be, and the Award Recipient does not immediately thereafter become an employee of the Corporation or an Affiliate.  Neither a temporary absence from employment because of illness, vacation or leave of absence nor a transfer among the Corporation and its Affiliates shall be considered a Termination of Employment.

SECTION 3
STOCK SUBJECT TO THE PLAN

A.Plan Maximums.  The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be the sum of (i) eleven million (11,000,000), (ii) any Shares available for future awards under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan (the “Prior Plan”) as of the Effective Date, and (iii) any Shares that are represented by awards granted under the Prior Plan which are forfeited, expire or are cancelled without delivery of Shares or which result in the forfeiture of Shares back to the Corporation.  No additional Shares will be granted pursuant to the terms of the Prior Plan as of the Effective Date of the Plan.  The maximum number of Shares that may be delivered pursuant to Options intended to be Incentive Stock Options shall be one million (1,000,000) Shares.  No more than 2.2 million (2,200,000) Shares may be issued during the term of the Plan pursuant to

6

Awards other than Options and Stock Appreciation Rights.  Shares subject to an Award under the Plan may be authorized and unissued Shares or treasury Shares.

B.Individual Limits.  No Award Recipient may be granted Awards with respect to more than 350,000 Shares in any calendar year, and the maximum number of Shares underlying Awards of Options and Stock Appreciation Rights that may be granted to an Award Recipient in any calendar year is 350,000.

C.Rules for Calculating Shares Delivered.  Any Shares covered by an Award that has been granted shall be counted as used under the Plan as of the Date of Grant.  To the extent that any Award is forfeited, or any Option or Stock Appreciation Right terminates, expires or lapses without being exercised, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under the Plan.  The following Shares, however, may not again be made available for issuance in respect of Awards under this Plan: (i) Shares not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right; (ii) Shares used to pay the exercise price or withholding taxes related to an outstanding Award; or (iii) Shares repurchased by the Corporation on the open market with the proceeds of an Option exercise price to settle an Option.

D.Adjustment Provision.  In the event of (i) a stock dividend, stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of the Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, or similar event affecting the Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable, if any, to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(A) and 3(B) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Options and Stock Appreciation Rights, provided that the aggregate exercise price or aggregate grant price of the Options or Stock Appreciation Rights is not less than the aggregate exercise price or aggregate grant price before the Corporate Transaction.  In the case of Corporate Transactions, such adjustments may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which stockholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (2) the substitution of other property (including, without limitation, cash or other securities of the Corporation and securities of entities other than

7

the Corporation) for the Shares subject to outstanding Awards; and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Corporation and securities of entities other than the Corporation), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Corporation securities).  Any such adjustments shall be made in a manner that (i) with respect to Awards that are not considered to be deferred compensation within the meaning of Section 409A of the Code as of immediately prior to such adjustment, would not cause such Awards to become deferred compensation subject to Section 409A of the Code and (ii) with respect to Awards that are considered deferred compensation within the meaning of Section 409A of the Code, would not cause such Awards to be non-compliant with the requirements of Section 409A of the Code.

SECTION 4
ADMINISTRATION

A.Committee.  The Plan shall be administered by the Committee.  In addition to any implied powers and duties that may be needed to carry out the provisions of the Plan, the Committee shall have all the powers vested in it by the terms of the Plan, including exclusive authority to:  select Eligible Individuals; to make Awards; to determine the type, size, terms and timing of Awards (which need not be uniform); to accelerate the vesting of Awards, including upon the occurrence of a Change of Control of the Corporation or an Award Recipient’s Termination of Employment; to prescribe the form of the Award Agreement; to modify, amend or adjust the terms and conditions of any Award, subject to Sections 7 and 10; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto); make any other determinations it believes necessary or advisable in connection with the administration of the Plan; correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement; establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable; and to otherwise administer the Plan.

B.Procedures.  Determinations of the Committee shall be made by a majority vote of its members at a meeting at which a quorum is present or pursuant to a unanimous written consent of its members.  A majority of the members of the Committee shall constitute a quorum.   Subject to Section 7(D), any authority granted to the Committee may also be exercised by the full Board.  To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.  The Committee may authorize any one or more of its members, or any officer of the Corporation, to execute and deliver documents on behalf of the Committee.

Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may (i) allocate all or any portion of its responsibilities

8

and powers to any one or more of its members and/or (ii) delegate all or any part of its responsibilities and powers to any person or persons selected by it, provided that, the Committee may not delegate its responsibilities and powers if such delegation would cause an Award made to an individual subject to Section 16 of the Exchange Act not to qualify for an exemption from Section 16(b) of the Exchange Act or cause an Award intended to be a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.  Any such allocation or delegation may be revoked by the Committee at any time.

All decisions made by the Committee (or any person or persons to whom the Committee has allocated or delegated all or any portion of its responsibilities and powers in accordance with this Plan) shall be final and binding on all persons, including the Corporation, its Affiliates, Subsidiaries, stockholders, Eligible Individuals, Award Recipients, Beneficiaries and other interested parties.

C.Discretion of the Committee.  Subject to Section 1(G), any determination made by the Committee or by an appropriately delegated officer pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter.  All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Corporation, Award Recipients and Eligible Individuals.

D.Cancellation or Suspension of Awards.  The Committee may cancel all or any portion of any Award, whether or not vested or deferred, as set forth below.  Upon cancellation, the Award Recipient shall forfeit the Award and any benefits attributable to such canceled Award or portion thereof.  The Committee may cancel an Award if, in its sole discretion, the Committee determines in good faith that the Award Recipient has done any of the following:  (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Corporation or any Subsidiary or Affiliate of the Corporation; or (vii) engaged in conduct that adversely affected the Corporation.  The Executive Vice President — Director of Human Resources, or such other person designated from time to time by the Chief Executive Officer of the Corporation (the “Delegate”), shall have the power and authority to suspend all or any portion of any Award if the Delegate makes in good faith the determination described in the preceding sentence.  Any such suspension of an Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting.  This Section 4(D) shall have no application for a two year period following a Change of Control of the Corporation.

SECTION 5
ELIGIBILITY

Awards may only be made to Eligible Individuals.

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SECTION 6
AWARDS

A.Options.  The Committee may grant Options to Eligible Individuals in accordance with the provisions of this subsection subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate.

1.Exercise Price.  The exercise price per Share of an Option shall be determined by the Committee; provided, however, that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant of such Option, and such exercise price may not be decreased during the Term of the Option except pursuant to an adjustment in accordance with Section 3(D).

2.Option Term.  The Term of each Option shall be fixed by the Committee and the maximum Term of each Option shall be ten (10) years.

3.Time and Manner of Exercise.  The Committee shall determine the time or times at which an Option may be exercised, and the manner in which (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) payment of the exercise price with respect thereto may be made, or deemed to have been made.  The Committee may authorize the use of any form of “cashless” exercise of an Option that is legally permissible.

4.Employment Status.  Except as provided in paragraphs (a) through (d) below or as may otherwise be provided by the Committee (either at the time of grant of an Option or thereafter), an Award Recipient’s Options and Stock Appreciation Rights shall be immediately forfeited upon his or her Termination of Employment.

a.Retirement.  An Award Recipient’s Retirement shall not affect any Option outstanding as of the Termination of Employment due to Retirement other than those granted in the calendar year of Retirement.  All Options outstanding as of the Termination of Employment due to Retirement other than those granted in the calendar year of such Termination of Employment shall continue to vest pursuant to the vesting schedule applicable to such Options, and any vested Options outstanding as of the Termination of Employment due to Retirement (including any ISO held by an Award Recipient who is not Disabled) shall continue in full force and effect for the remainder of the Term of the Option.  All Options granted in the calendar year of Termination of Employment due to Retirement that have not otherwise vested as of such termination shall terminate upon the date of Retirement.

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b.Disability.  Upon the cessation of the Award Recipient’s employment due to Disability, any Option held by such individual that was exercisable immediately before the Termination of Employment due to Disability shall continue to be exercisable until the earlier of (i) the third anniversary of the Award Recipient’s Termination of Employment (or, in the case of any ISO held by an Award Recipient who is Disabled, the first anniversary of the Award Recipient’s Termination of Employment) and (ii) the expiration of the Term of the Option.

c.Death.  Upon the Award Recipient’s death (whether during his or her employment with the Corporation or an Affiliate or during any otherwise applicable post-termination exercise period, which in the case of an ISO, shall not exceed three (3) months), any Option held by such individual that was exercisable immediately before the Termination of Employment shall continue to be exercisable by the Beneficiary(ies) of the decedent, until the earlier of (i) the first anniversary of the date of the Award Recipient’s death and (ii) the expiration of the Term of the Option.

d.Other Terminations of Employment.  Upon the Award Recipient’s Termination of Employment for any reason other than Retirement, Disability, death or for Cause, any Option held by such individual that was exercisable immediately before the Termination of Employment shall continue to be exercisable until the earlier of (i) the expiration of the three-month period following the Award Recipient’s Termination of Employment and (ii) the expiration of the Term of the Option.

e.Extension or Reduction of Exercise Period.  In any of the foregoing circumstances, subject to Section 8, the Committee may extend or shorten the exercise period, but may not extend any such period beyond the Term of the Option as originally established (or, insofar as this paragraph relates to Stock Appreciation Rights, the Term of the SAR Award as originally established).  Further, with respect to ISOs, as a condition of any such extension, the holder shall be required to deliver to the Corporation a release which provides that such individual will hold the Corporation and/or Affiliates harmless with respect to any adverse tax consequences the individual may suffer by reason of any such extension.

B.Stock Appreciation Right Awards.  The Committee may grant Stock Appreciation Rights to Eligible Individuals in accordance with the provisions of this subsection subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate.  The Term of each SAR Award shall be fixed by the Committee and the maximum Term of each SAR Award shall be ten (10) years.  A Stock Appreciation Right granted under the Plan shall confer on the Award Recipient a right to receive upon exercise thereof the excess (if any) of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right Award as specified by the Committee, which

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price shall not be less than 100% of the Fair Market Value of one Share on the Date of Grant of the Stock Appreciation Right.  Subject to the terms of the Plan, the Committee shall determine the grant price, Term, manner of exercise, dates of exercise, methods of settlement (cash, Shares or a combination thereof) and any other terms and conditions of any SAR Award.  The Committee may impose such conditions or restrictions on the exercise of any SAR Award as it may deem appropriate.  Except as otherwise provided by the Committee or in an Award Agreement, any SAR Award must be exercised during the period of the Award Recipient’s employment with the Corporation or Affiliate, provided that the provisions of Section 6(A)(4)(a)-(e) hereof shall apply for purposes of determining the exercise period in the event of the Award Recipient’s Retirement, Disability, death or other Termination of Employment.

C.Restricted Stock Awards.  The Committee may make Restricted Stock Awards to Eligible Individuals in accordance with the provisions of this subsection subject to such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine to be appropriate.

1.Nature of Restrictions.  Restricted Stock Awards shall be subject to such restrictions, including Performance Measures, as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate.  Subject to the Committee’s authority under Section 6(C)(3) below, the minimum Restriction Period with respect to a Restricted Stock Award that is subject to restrictions that are Performance Measures shall be one (1) year, and the minimum Restriction Period with respect to a Restricted Stock Award that is subject to restrictions that are not Performance Measures shall be three (3) years.  The Committee may, as of the Date of Grant, designate an Award of Restricted Stock that is subject to Performance Measures as a Qualified Performance-Based Award.

2.Stock Certificates.  Restricted Stock Awards granted under the Plan shall be evidenced by the issuance of a stock certificate(s), which shall be held by the Corporation.  Such certificate(s) shall be registered in the name of the Award Recipient and shall bear an appropriate legend which refers to the restrictions applicable to such Restricted Stock Award.  Alternatively, shares of Restricted Stock under the Plan may be recorded in book entry form.

3.Forfeiture; Delivery of Shares.  Except as may be otherwise provided in an Award Agreement, upon an Award Recipient’s Termination of Employment (as determined under criteria established by the Committee) during the applicable Restriction Period, all Shares of Restricted Stock shall be immediately forfeited and revert to the Corporation; provided, however, that the Committee may waive, in whole or in part, any or all remaining restrictions applicable to the Restricted Stock Award.  Shares comprising any Restricted Stock Award held by the Corporation that are no longer subject to restrictions

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shall be delivered to the Award Recipient (or his or her Beneficiary) promptly after the applicable restrictions lapse or are waived.

D.Restricted Stock Unit Awards.  The Committee may grant Awards of Restricted Stock Units to Eligible Individuals, subject to Section 8 hereof and such other terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate.  A Restricted Stock Unit shall represent an unfunded, unsecured right to receive one Share or cash equal to the Fair Market Value of a Share.

1.Nature of Restrictions.  Restricted Stock Unit Awards shall be subject to such restrictions, including Performance Measures, as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate.  Subject to the Committee’s authority under Section 6(D)(3) below, the minimum Restriction Period with respect to a Restricted Stock Unit Award that is subject to restrictions that are Performance Measures shall be one (1) year, and the minimum Restriction Period with respect to a Restricted Stock Unit Award that is subject to restrictions that are not Performance Measures shall be three (3) years.  The Committee may, as of the Date of Grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award.

2.Rights as a Stockholder.  An Eligible Individual to whom Restricted Stock Units are granted shall not have any rights of a stockholder of the Corporation with respect to the Share represented by the Restricted Stock Unit Award.  If so determined by the Committee, in its sole and absolute discretion, Restricted Stock Units may include a dividend equivalent right, pursuant to which the Award Recipient will either receive cash amounts (either paid currently or on a contingent basis) equivalent to the dividends and other distributions payable with respect to the number of Shares represented by the Restricted Stock Units, or additional Restricted Stock Units with a Fair Market Value equal to such dividends and other distributions, as specified in the Award Agreement.  Dividend equivalent rights that the Committee determines are subject to Section 409A of the Code shall be paid or settled in accordance with Section 8 hereof.

3.Forfeiture/Settlement.  Except as may be otherwise provided in an Award Agreement, upon an Award Recipient’s Termination of Employment (as determined under criteria established by the Committee) during the applicable Restriction Period, all Restricted Stock Units shall be immediately forfeited; provided, however, that the Committee may waive, in whole or in part, any or all remaining vesting requirements or restrictions applicable to the Restricted Stock Unit Award.  Subject to Section 11(D) hereof, an Award of Restricted Stock Units shall be settled in Shares as and when the Restricted Stock Units vest or at a later time permitted under Section 8 hereof and specified by the Committee in the Award Agreement.

E.Performance Awards.  The Committee may grant Performance Awards (designated as Qualified Performance-Based Awards or not) to Eligible Individuals in

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accordance with the provisions of this Section 6(E), subject to Section 8 hereof and such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate.  A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Shares), other securities, other Awards, or other property, and (ii) shall confer on the Award Recipient the right to receive a dollar amount or number of Shares upon the attainment of Performance Measures during any Performance Period, as established by the Committee.  Subject to the terms of the Plan and any applicable Award Agreement, the Performance Measures to be achieved during any Performance Period, the length of any Performance Period and the amount of any payment or number of Shares in respect of a Performance Award shall be determined by the Committee.

F.Other Stock-Based Awards.  The Committee may grant Other Stock-Based Awards to Eligible Individuals in accordance with the provisions of this Section 6(F), subject to Section 8 hereof and such other additional terms and conditions, including Performance Measures, not inconsistent with the provisions of the Plan, as the Committee shall determine.  Other Stock-Based Awards may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan.

G.General.  Except as otherwise specified in the Plan or an applicable Award Agreement, the following provisions shall apply to Awards granted under the Plan:

1.Consideration for Awards.  Other than the payment of the exercise price or grant price in connection with the exercise of an Option or Stock Appreciation Right, Awards shall be made without monetary consideration or for such minimal monetary consideration as may be required by applicable law.  In no event may any Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(D), to decrease the exercise or grant price thereof, be cancelled in conjunction with the grant of any new Option or Stock Appreciation Right with a lower exercise or grant price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Corporation’s stockholders.

2.Forms of Payment under Awards.  Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers of Shares to be made by the Corporation or an Affiliate upon the grant, exercise or satisfaction of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, other securities, other Awards or other property or any combination thereof), and may be made in a single payment or transfer, or in installments, and may be made upon vesting or such later date permitted under Section 8 hereof and specified in the applicable Award Agreement, and, in each case, in accordance with rules and procedures

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established by the Committee.  Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments.

3.Limits on Transfer of Awards.  No Award and no right under any such Award shall be transferable by an Award Recipient otherwise than by will or by the laws of intestacy; provided, however, that, an Award Recipient may, in the manner established by the Committee, designate a Beneficiary to exercise the rights of the Award Recipient and to receive any property distributable with respect to any Award upon the death of the Award Recipient.  Each Award or right under any Award shall be exercisable during the Award Recipient’s lifetime only by the Award Recipient or, if permissible under applicable law, by the Award Recipient’s guardian or legal representative.  No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Corporation or any Affiliate.

4.Term of Awards.  Subject to any specific provisions of the Plan, the term of each Award shall be for such period as may be determined by the Committee.

5.Securities Law Restrictions.  All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, or the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange, any other exchange on which Shares may be eligible to be traded or any applicable federal or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

6.Deferring Awards.  Under no circumstances may an Award Recipient elect to defer, until a time or times later than the exercise of an Option or a Stock Appreciation Right or the settlement or distribution of Shares or cash in respect of other Awards, receipt of all or a portion of the Shares or cash subject to such Award, or dividends and dividend equivalents payable thereon.

SECTION 7
QUALIFIED PERFORMANCE-BASED AWARDS

A.Section 162(m) Exemption.  The provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Award Recipient who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Corporation qualify for the Section 162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention (including, without limitation, to require that all such Awards be granted by a

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committee composed solely of members who satisfy the requirements for being “outside directors” for purposes of the Section 162(m) Exemption (“Outside Directors”)).  When granting any Award other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (i) the recipient is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) with respect to such Award, and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation (including, without limitation, that all such Awards be granted by a committee composed solely of Outside Directors).

B.Limitation on Amendment.  Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall be earned, vested and payable (as applicable) only upon the achievement of one or more Performance Measures, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate, and no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under this Plan with respect to a Qualified Performance-Based Award, in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption; provided, however, that (i) the Committee may provide, either in connection with the grant of the applicable Award or by amendment thereafter, that achievement of such Performance Measure will be waived upon the death or Disability of the Award Recipient (or under any other circumstance with respect to which the existence of such possible waiver will not cause the Award to fail to qualify for the Section 162(m) Exemption), and (ii) any rights to vesting or accelerated payment on a Change of Control shall apply notwithstanding this Section 7(B).

C.Maximum Cash Award.  For purposes of the Section 162(m) Exemption, the maximum amount of compensation payable with respect to an Award granted under the Plan to any Award Recipient who is a “covered employee” (as defined in Section 162(m) of the Code) that is denominated as a dollar amount will not exceed $5,000,000 for any calendar year.

D.Limitation on Action by the Full Board.  The full Board shall not be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.

SECTION 8
SECTION 409A OF THE CODE

It is the intention of the Corporation that no Award shall be “deferred compensation” subject to Section 409A of the Code, unless and to the extent that the Committee specifically determines otherwise, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly.  If the Committee determines

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that an Award is subject to Section 409A of the Code, then the Award shall be paid or settled only upon the Award Recipient’s death, Disability, or Separation from Service, or upon a Change of Control, or upon such date(s) or pursuant to a schedule designated by the Committee, as specified in the applicable Award Agreement, subject to the following provisions:

1.Delay for Specified Employees.  Notwithstanding any provision of this Plan or the terms of an Award Agreement to the contrary, an Award that is granted to a Specified Employee and that is to be paid or settled upon such Specified Employee’s Separation from Service shall not be paid or settled prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Specified Employee’s Separation from Service or (ii) the Specified Employee’s death.

2.Distribution in the Event of Income Inclusion Under Code Section 409A.  If an Award fails to meet the requirements of Section 409A of the Code, the Award Recipient may receive payment in connection with the Award before the Award would otherwise be paid, provided, however, that the amount paid to the Award Recipient shall not exceed the lesser of: (i) the amount payable under such Award, or (ii) the amount to be reported pursuant to Section 409A of the Code on the applicable Form W-2 (or Form 1099) as taxable income to the Award Recipient.

3.Distribution Necessary to Satisfy Applicable Tax Withholding.  If the Corporation is required to withhold amounts to pay the Award Recipient’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to an amount that is or will be paid to the Award Recipient under the Award before the amount otherwise would be paid, the Committee may withhold an amount equal to the lesser of: (i) the amount payable under such Award, or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.

4.Delay in Payments Subject to Code Section 162(m).  In the event the Corporation reasonably anticipates that the payment of benefits under an Award would result in the loss of the Corporation’s Federal income tax deduction with respect to such payment due to the application of Code Section 162(m), the Committee may delay the payment of all such benefits under the Award until (i) the first taxable year in which the Corporation reasonably anticipates, or should reasonably anticipate, that if the payment were made during such year, the deduction of such payment would not be barred by application of Code Section 162(m) or (ii) during the period beginning with the date of the Award Recipient’s Separation from Service (or, for Specified Employees, the date which is six (6) months after the date of the Award Recipient’s Separation from Service) and ending on the later of (A) the last day of the taxable year of the Corporation which includes such date or (B) the 15th day of the third month following the date of the Award Recipient’s Separation from Service (or, for Specified Employees,

17

the date which is six (6) months after the date of the Award Recipient’s Separation from Service).

5.Delay for Payments in Violation of Federal Securities Laws or Other Applicable Law.  In the event the Corporation reasonably anticipates that the payment of benefits under an Award would violate Federal securities laws or other applicable law, the Committee may delay the payment until the earliest date at which the Corporation reasonably anticipates that making of such payment would not cause such violation.

6.Delay for Insolvency or Compelling Business Reasons.  In the event the Corporation determines that the making of any payment of benefits on the date specified under an Award would jeopardize the ability of the Corporation to continue as a going concern, the Committee may delay the payment of benefits until the first calendar year in which the Corporation notifies the Committee that the payment of benefits would not have such effect.

7.Administrative Delay in Payment.  In the case of administrative necessity, the payment of benefits under an Award may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made.  Further, if, as a result of events beyond the control of the Award Recipient (or following the Award Recipient’s death, the Award Recipient’s Beneficiary), it is not administratively practicable to calculate the amount of benefits due to the Award Recipient as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

8.No Award Recipient Election.  Notwithstanding the foregoing provisions, if the period during which payment of benefits under an Award will be made occurs, or will occur, in two calendar years, the Award Recipient shall not be permitted to elect the calendar year in which the payment shall be made.

SECTION 9
WITHHOLDING OF TAXES

The Corporation will, if required by applicable law, withhold the minimum statutory amount of Federal, state and/or local withholding taxes no later than the date as of which an amount first becomes includible in the gross income of an Award Recipient for Federal, state, local or foreign income or employment or other tax.  Unless otherwise provided in the applicable Award Agreement, each Award Recipient may satisfy any such tax withholding obligation by any of the following means, or by a combination of such means:  (i) a cash payment; (ii) by delivery to the Corporation of already-owned Shares which have been held by the individual for at least six (6) months having a Fair Market Value, as of the Tax Withholding Date, sufficient to satisfy the amount of the withholding tax obligation arising from an exercise or vesting of an Award; (iii) by authorizing the Corporation to withhold from the Shares otherwise issuable to the

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individual pursuant to the exercise or vesting of an Award, a number of shares having a Fair Market Value, as of the Tax Withholding Date, which will satisfy the amount of the withholding tax obligation; or (iv) by a combination of such methods of payment.  If the amount requested is not paid, the Corporation may refuse to satisfy the Award.  The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements, and the Corporation and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Award Recipient.  The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.

SECTION 10
AMENDMENT AND TERMINATION

A.Amendments to and Termination of the Plan.  The Committee or the Board may amend, alter, or discontinue the Plan at any time by written consent executed by its members, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Award Recipients with respect to a previously granted Award without such Award Recipient’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, stock exchange rules or accounting rules.  In addition, no such amendment shall be made without the approval of the Corporation’s stockholders to the extent such approval is required by applicable law (including Section 422 of the Code) or the listing standards of the applicable stock exchange.

B.Amendments to Awards.  Subject to Section 6(G)(1), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or, without the Award Recipient’s consent, materially impair the rights of any Award Recipient with respect to an Award, except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.  Furthermore, no amendment may be made to a NQSO Award or a SAR Award which would cause the exercise price or the grant price (as applicable) to be less than 100% of the Fair Market Value of one Share as of the Date of Grant except as provided in Section 3(D).

C.Payment of Benefits Upon Termination of Plan.  Upon termination of the Plan, the Corporation may settle any outstanding Award that is not subject to Code Section 409A as soon as is practicable following such termination and may settle any outstanding Award that is subject to Code Section 409A in accordance with one of the following:

1.the termination and liquidation of the Plan within twelve (12)  months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier,

19

the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

2.the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change of Control; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the Change of Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;

3.the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.

SECTION 11
MISCELLANEOUS PROVISIONS

A.Conditions for Issuance.  The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Corporation in writing that such person is acquiring the Shares without a view to the distribution thereof.  The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.  Notwithstanding any other provision of the Plan or Award Agreements made pursuant thereto, with respect to any Award other than an Award that is subject to Code Section 409A, the Corporation shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions:  (i) listing or approval for listing upon notice of issuance, of such Shares on the applicable stock exchange; (ii) any registration or other qualification of such Shares of the Corporation

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under any state or Federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or Federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable, and, with respect to any Award that is subject to Code Section 409A, the Corporation shall not be required to issue or deliver any certificate or certificates for Shares under the Plan if the Corporation reasonably anticipates that such issuance or delivery would violate applicable Federal securities laws or other applicable law, provided the Corporation issues or delivers the Shares at the earliest date on which the Corporation reasonably anticipates that such issuance or delivery would not cause such violation.

B.Additional Compensation Arrangements.  Nothing contained in the Plan shall prevent the Corporation or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.  Participation in the Plan shall not affect an individual’s eligibility to participate in any other benefit or incentive plan of the Corporation.

C.No Contract of Employment or Rights to Awards.  The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Corporation or any Subsidiary or Affiliate to terminate the employment of any employee at any time. No employee or other person shall have any claim or right to receive an Award under the Plan.  Receipt of an Award shall not confer upon the Award Recipient any rights of a stockholder with respect to any Shares subject to such Award except as specifically provided in the Agreement relating to the Award.

D.Limitation on Dividend Reinvestment and Dividend Equivalents.  Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the reinvestment of dividend equivalent rights in additional Restricted Stock Units payable in Shares shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards).  In the event that sufficient Shares are not available, such reinvestment of dividends and dividend equivalent rights shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such reinvestment and the terms of which Restricted Stock Units shall provide for settlement in cash.

E.Subsidiary Employees.  In the case of a grant of an Award to any employee of a Subsidiary of the Corporation, the Corporation may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan.  All Shares underlying Awards that are forfeited or canceled shall revert to the Corporation.

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F.Governing Law and Interpretation.  The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws, except to the extent preempted by Federal law.  To the extent that any Award is subject to Code Section 409A, the terms of the Award Agreement and this Plan shall be construed and interpreted in accordance with Code Section 409A and the Regulations and interpretative guidance promulgated thereunder.  The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

G.Foreign Employees and Foreign Law Considerations.  The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Corporation to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

H.Expenses.  The expenses of the Plan shall be borne by the Corporation.

I.Acceptance of Terms.  By accepting an Award under the Plan or payment pursuant to any Award, each Award Recipient, legal representative and Beneficiary shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Committee or the Corporation.  A breach by any Award Recipient, his or her Beneficiary(ies), or legal representative, of any restrictions, terms or conditions contained in the Plan, any Award Agreement, or otherwise established by the Committee with respect to any Award will, unless waived in whole or in part by the Committee, cause a forfeiture of such Award.

SECTION 12
EFFECTIVE AND TERMINATION

The Plan was originally adopted by the Board on March 28, 2006, and was effective on May 16, 2006 (the “Effective Date”), the date of stockholder approval.  The Plan was amended and restated effective November 14, 2006 and subsequently effective December 31, 2008.  The Plan will terminate on the tenth (10th) anniversary of the Effective Date, unless earlier terminated in accordance with Section 10.  Awards outstanding as of the date of termination of the Plan shall not be affected or impaired by the termination of the Plan.

Corporate Governance and Nominating Committee Approved:  February 22, 2006 (Original Plan); November 14, 2006 (prior Amendment and Restatement).

Governance, Compensation and Nominating Committee Approved: November 18, 2008 (this Amendment and Restatement).

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Board Approved:  March 28, 2006 (Original Plan); November 14, 2006 (prior Amendment and Restatement); November 18, 2008 (this Amendment and Restatement).

Stockholders Approved:  May 16, 2006 (Original Plan).

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EXHIBIT A

CHANGE OF CONTROL

A.For the purpose of this Plan, a “Change of Control” shall mean:

1.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection 1, the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection A.3. of this Exhibit A; or

2.Individuals who, as of the date hereof, constitute the Corporation’s Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

3.Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Corporation’s assets (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business

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Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

4.Approval by the Corporation’s stockholders of a complete liquidation or dissolution of the Corporation.

B.With respect to any Award subject to Section 409A of the Code, the above definition of “Change of Control” shall mean:

1.any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation;

2.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) ownership of stock of the Corporation possessing 30% or more of the total voting power of the stock of the Corporation;

3.a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

4.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) assets from the Corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.

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The determination of whether a Change of Control has occurred under this Section B of Exhibit A shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

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EX-10.2

Exhibit 10.2

COMERICA INCORPORATED
2006 AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN

SECTION I
PURPOSE

The purpose of the Comerica Incorporated 2006 Management Incentive Plan (the “Plan”) is to promote and advance the interests of Comerica Incorporated and its stockholders by enabling the Corporation to attract, retain and reward key employees of the Corporation and its Affiliates (as defined below), and to qualify incentive compensation paid to Participants (as defined below) who are Covered Employees (as defined below) as performance-based compensation within the meaning of Section 162(m) of the Code (as defined below).  The Governance, Compensation and Nominating Committee and the Board of Directors now desire to amend and restate the Plan, effective December 31, 2008, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and to reflect its administration.

SECTION II
DEFINITIONS

The terms below shall have the following meanings:

A.            “Affiliate” means any company controlled by, controlling or under common control with the Corporation.

B.            “Board” means the Board of Directors of the Corporation.

C.            “Change of Control” means a Change of Control as defined in the Comerica Incorporated Executive Officer Employment Agreements.

D.            “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

E.             “Committee” means the committee appointed by the Board to administer the Plan as provided herein.  Unless otherwise determined by the Board, the Compensation Committee of the Board or a subcommittee thereof consisting of members appointed from time to time by the Board of Directors of the Corporation shall be the Committee and shall be comprised of not less than such number of directors as shall be required to permit the Plan to satisfy the requirements of Code Section 162(m).  To the extent required by Section 162(m) of the Code, the Committee administering the Plan shall be composed solely of “outside directors” within the meaning of Code Section 162(m).

F.             “Corporation” means Comerica Incorporated, a Delaware corporation.

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G.            “Covered Employee” means any employee that the Committee reasonably expects to be a “covered employee” within the meaning of Section 162(m) of the Code with respect to the applicable Performance Period.

H.            “Incentive Payment” means, with respect to each Participant, the amount he or she may receive for the applicable Performance Period as determined by the Committee pursuant to the provisions of the Plan.

I.              “Participant” means any employee of the Corporation or an Affiliate who is designated by the Committee as eligible to receive an Incentive Payment under the Plan.

J.             “Performance Goals” means the performance goals established by the Committee in connection with the grant of any Incentive Payment.  In the case of any Incentive Payment that is intended to qualify for the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code, such goals shall be (i) based on the attainment of specified levels of one or more of the following measures (a) earnings per share, (b) return measures (including, but not limited to, return on assets, equity or sales), (c) net income (before or after taxes), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner’s equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) gross revenues, (i) gross margins or (j) stock price (including, but not limited to, growth measures and total stockholder return) and (ii) set by the Committee within the time period prescribed by Section 162(m) of the Code.  Performance Goals may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated and may be based on or adjusted for any other objective goals, events, or occurrences established by the Committee for a Performance Period.  Such Performance Goals may be particular to a line of business, subsidiary or other unit or may be based on the performance of the Corporation generally.  Such Performance Goals may cover the Performance Period as specified by the Committee.  Performance Goals may be adjusted by the Committee in its sole discretion to eliminate the unbudgeted effects of charges for restructurings, charges for discontinued operations, charges for extraordinary items and other unusual or non-recurring items of loss or expense, merger related charges, cumulative effect of accounting changes, the unbudgeted financial impact of any acquisition or divestiture made during the applicable Performance Period, and any direct or indirect change in the Federal corporate tax rate affecting the Performance Period, each as defined by generally accepted accounting principles and identified in the audited financial statements, notes to the audited financial statements, management’s discussion and analysis or other Corporation filings with the Securities and Exchange Commission.

K.            “Performance Period” means, with respect to any Incentive Payment, the period, not to be less than 12 months, specified by the Committee.

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L.             “Performance Targets” mean the specific measures which must be satisfied in connection with any Performance Goal prior paying any Incentive Payment.

M.           “Plan” means the 2006 Comerica Incorporated Management Incentive Plan.

SECTION III
ADMINISTRATION

The Plan shall be administered by the Committee.  Subject to the express provisions of the Plan, the Committee shall have exclusive authority to interpret the Plan, to promulgate, amend, and rescind rules and regulations relating to the Plan and to make all other determinations deemed necessary or advisable in connection with the administration of the Plan, including, but not limited to, determinations relating to eligibility, whether to make Incentive Payments, the terms of any such Incentive Payments, the time or times at which Performance Goals are established, the Performance Periods to which Incentive Payments relate, and the actual dollar amount of any Incentive Payment.  The determinations of the Committee pursuant to this authority shall be conclusive and binding on all parties including without limitation the Participants, the Corporation and its stockholders.  The provisions of this Plan are intended to ensure that all Incentive Payments made to Covered Employees hereunder qualify for the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code, and, unless otherwise determined by the Committee, this Plan shall be interpreted and operated consistent with that intention.

The Committee may, in its discretion, authorize the Chief Executive Officer of the Corporation to act on its behalf, except with respect to matters relating to such Chief Executive Officer or which are required to be certified by a majority of the Committee under the Plan, or which are required to be handled exclusively by the Committee under Code Section 162(m) or the regulations promulgated thereunder.

SECTION IV
ESTABLISHMENT OF PERFORMANCE GOALS AND INCENTIVE PAYMENTS

A.            Establishment of Performance Goals.  Prior to the earliest time required by Section 162(m) of the Code, the Committee shall, in its sole discretion, for each Performance Period, determine and establish in writing the following:

1.             The Performance Goals applicable to the Performance Period; and

2.             The Performance Targets pursuant to which the total amount that may be available for payment to all Participants as Incentive Payments based upon the relative level of attainment of the Performance Goals may be calculated.

B.            Certification and Payment.  After the end of each Performance Period, the Committee shall:

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1.             Certify in writing, prior to the unconditional payment of any Incentive Payment, the level of attainment of the Performance Targets for the Performance Period;

2.             Determine the total amount available for Incentive Payments based on the attainment of such Performance Targets;

3.             In its sole discretion, adjust the size of, or eliminate, the total amount available for Incentive Payments for the Performance Period; and

4.             In its sole discretion, determine the share, if any, of the available amount to be paid to each Participant as that Participant’s Incentive Payment, and authorize payment of such amount.  In the case of a Participant who is a Covered Employee, the Committee shall not be authorized to increase the amount of the Incentive Payment for any Performance Period determined with respect to any such individual by reference to the applicable Performance Targets.

C.            Other Applicable Rules.

1.             Unless otherwise determined by the Committee with respect to any Covered Employee or by the Corporation’s Chief Executive Officer with respect to any other Participant (unless otherwise required by applicable law), no payment pursuant to this Plan shall be made to a Participant unless the Participant is employed by the Corporation or an Affiliate as of the date of payment; provided, however, in the event of the Participant’s (i) retirement in accordance with the policies of the Corporation or Affiliate which employs the Participant, (ii) death or (iii) termination of employment due to disability (within the meaning of such term as set forth in the Long-Term Disability Plan of Comerica Incorporated or its successor, the provisions of which are incorporated herein by reference, or as the Committee shall determine), the Corporation shall pay the Participant an Incentive Payment for the applicable Performance Period, at such time as Participants are generally paid Incentive Payments for such Performance Period, in an amount equal to the product of (x) the amount that the Committee (or in the case of a Participant who is not a Covered Employee, the Chief Executive Officer) determines that the Participant would have earned for the applicable Performance Period had the Participant continued in the employ of the Corporation for the entirety of the Performance Period and (y) a fraction, the numerator of which is the number of full months elapsed from the commencement of the applicable Performance Period through the Participant’s termination of employment and the denominator of which is the total number of months in the applicable Performance Period.

2.             Incentive Payments shall be subject to applicable federal, state and local withholding taxes and other applicable withholding in accordance with the Corporation’s payroll practices as in effect from time to time.

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3.             The maximum amount which may become payable to any Covered Employee in any calendar year as an Incentive Payment with respect to all Performance Periods completed during such calendar year shall be $5,000,000.

4.             Incentive Payments shall be payable in cash, provided, however, that the Committee may elect to pay a percentage of such Incentive Payments in shares of the Corporation’s common stock, $5.00 par value, per share (“Shares”).  Any such Shares shall be subject to restrictions as may be determined by the Committee.  Incentive Payments, including any grant of Shares in lieu of cash, shall be made as soon as practical after the end of the calendar year in which the Performance Period ends or is deemed to have ended pursuant to the provisions of Section VI(A), but in no event after the date that is two and a half months after the end of the calendar year in which such Performance Period ends or is deemed to have ended pursuant to the provisions of Section VI(A).  Notwithstanding anything in this Section IV(C)(4) to the contrary, if a Participant elects to defer receipt of all or any portion of an Incentive Payment under the provisions of any deferred compensation plan maintained by the Corporation, the provisions in this Plan (including this Section IV(C)(4)) regarding the timing and form of payment of Incentive Payments shall cease to apply to such deferred amounts and the provisions of the applicable deferred compensation plan shall govern the timing and form of payment of such deferred amounts.

5.             Notwithstanding the provisions of Section IV(C)(4) above, an Incentive Payment may be made after the date that is two and a half months after the end of the calendar year in which the Performance Period ends or is deemed to have ended pursuant to the provisions of Section VI(A):

a.             If it is administratively impracticable to make such Incentive Payment by that date and such impracticability was unforeseeable at the time the Participant obtained a legally binding right to the Incentive Payment, provided that such Incentive Payment is made as soon as administratively practicable; or

b.             If making the Incentive Payment by such date would jeopardize the ability of the Corporation to continue as a going concern, provided that such Incentive Payment is made as soon as the Incentive Payment would not have such effect.

6.             A Participant shall have the right to defer any or all of any Incentive Payment as permitted under the provisions of any deferred compensation plan maintained by the Corporation.  The Committee, in its sole discretion, may impose limitations on the percentage or dollar amount of any Participant election to defer any Incentive Payment and may impose rules prohibiting the deferral of less than 100% of any Incentive Payment.

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7.             Until paid to a Participant, Incentive Payments may not be assigned, alienated, transferred or encumbered in any way.

SECTION V
AMENDMENT OR TERMINATION

The Committee may amend, modify or terminate the Plan in any respect at any time without the consent of any Participant.  Any such action may be taken without the approval of the Corporation’s stockholders unless stockholder approval is required by applicable law or the requirements of Section 162(m) of the Code.  Termination of the Plan shall not affect any Incentive Payments determined by the Committee to be earned prior to, but payable on or after, the date of termination, and any such Incentive Payments shall continue to be subject to the terms of the Plan notwithstanding its termination.

SECTION VI
CHANGE OF CONTROL

Unless otherwise determined by the Committee prior to a Change of Control, in the event of a Change of Control, the following provisions shall be applicable:

A.            The Performance Periods then in effect will be deemed to have concluded immediately prior to the Change of Control of the Corporation and the total amount available to fund the related incentive pools will be that proportion of the amount (based upon the number of full and partial months in such Performance Period elapsed through the date of Change of Control of the Corporation) which would be available for funding assuming the Corporation had attained Performance Goals at a level generating maximum funding for the Performance Periods; and

B.            The Committee, in its sole discretion, will no later than immediately prior to the Change of Control approve the share of the available amount payable to each Participant as that Participant’s Incentive Payment (provided that the entire available amount as calculated pursuant to Section VI(A) shall be paid to Participants as Incentive Payments), and payments shall be made to each Participant as soon thereafter as is practicable.

SECTION VII
EFFECTIVE DATE OF THE PLAN

This Comerica Incorporated 2006 Management Incentive Plan shall be effective as of January 1, 2006, subject to the approval of the Corporation’s stockholders on May 16, 2006, as required to comply with the requirements of Section 162(m) of the Code, and thereafter shall remain in effect until terminated in accordance with Section 5 hereof.

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SECTION VIII
GENERAL PROVISIONS

A.            The establishment of the Plan shall not confer upon any Participant any legal or equitable right against the Corporation or any Affiliate, except as expressly provided in the Plan.

B.            The Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to assume expressly and agree to perform this Plan in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place.  “Corporation” means the Corporation as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Plan by operation of law or otherwise.

C.            The Plan does not constitute an inducement or consideration for the employment of any Participant, nor is it a contract between the Corporation, or any Affiliate, and any Participant.  Participation in the Plan shall not give a Participant any right to be retained in the employ of the Corporation or any Affiliate or to receive an Incentive Payment with respect to any Performance Period.

D.            Nothing contained in this Plan shall prevent the Board or Committee from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required and such arrangements may be either generally applicable or applicable only in specific cases.

E.             The Plan shall be governed, construed and administered in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

F.             This Plan is intended to comply in all aspects with applicable law and regulation, including, with respect to those Participants who are Covered Employees, Section 162(m) of the Code.  In case any one or more of the provisions of this Plan shall be held invalid, illegal or unenforceable in any respect under applicable law or regulation, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provision shall be deemed null and void; however, to the extent permissible by law, any provision which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Plan to be construed in compliance with all applicable laws including, without limitation, Code Section 162(m), so as to carry out the intent of this Plan.

G.            If any compensation or benefits provided by this Plan may result in the application of Section 409A of the Code, the Corporation shall modify the Plan in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or in order to comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such

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statutory provisions and with as little diminution in the value of the Incentive Payments to the Participants as practicable.

H.            Neither the Plan nor any Incentive Payment shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Corporation and a Participant or any other person.  To the extent that any person acquires a right to receive Incentive Payments from the Corporation pursuant to the Plan, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

Corporate Governance and Nominating Committee Approved:  February 22, 2006 (original plan).

Governance, Compensation and Nominating Committee Approved:  November 18, 2008 (this amended and restated plan).

Board Approved:  March 28, 2006 (original plan); November 18, 2008 (this amended and restated plan).

Stockholders Approved:  May 16, 2006 (original plan).

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EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

BENEFIT EQUALIZATION PLAN FOR
EMPLOYEES OF COMERICA INCORPORATED

(EFFECTIVE DECEMBER 31, 2008)

PREAMBLE

Comerica Incorporated maintains the Comerica Incorporated Retirement Plan and Manufacturers National Corporation formerly maintained the Manufacturers National Corporation Pension Plan.  In June of 1992, Manufacturers National Corporation merged into Comerica Incorporated.  Effective as of December 31, 1993, the Manufacturers National Corporation Pension Plan was merged into the Comerica Incorporated Retirement Plan.

Effective as of October 28, 1980, Comerica Incorporated established the “Comerica Incorporated Nonqualified Retirement Income Guarantee Plan,” the purpose of which is to restore benefits not available to participants of the Comerica Incorporated Retirement Plan due to tax law limitations.  Manufacturers National Corporation established the “Benefit Equalization Plan for Employees of Manufacturers National Corporation” effective as of January 1, 1983 in order to restore benefits not available to participants of the Manufacturers National Corporation Pension Plan due to tax law limitations.

Due to the merger of the Manufacturers National Corporation Pension Plan into the Comerica Incorporated Retirement Plan the raison d’être for the Benefit Equalization Plan for Employees of Manufacturers National Corporation disappeared.  As a consequence, the Board of Directors of Comerica Incorporated approved the merger of the Comerica Incorporated Nonqualified Retirement Income Guarantee Plan into the Benefit Equalization Plan for Employees of Manufacturers National Corporation, the renaming of the latter plan as the Benefit Equalization Plan for Employees of Comerica Incorporated and the amendment and restatement of such plan as renamed to provide as set forth herein.

The Governance, Compensation and Nominating Committee now desires to amend and restate the Plan, effective December 31, 2008, to the extent necessary to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and to make such changes as are necessary to reflect its administration.

SECTION 1
PURPOSE AND EFFECTIVE DATE

The sole purpose of this Plan is to assure that Participants who have a vested right to receive benefits under the Qualified Plan will receive the same value of benefits they would receive but for the limitations on contributions and benefits contained in

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ERISA and Sections 401(a)(17), 415 and 416 of the Code, and, also, but for the nonrecognition under the Qualified Plan of deferred incentive compensation under the Manufacturers Incentive Compensation Plans.  This Plan is not intended to and shall not be construed so as to provide any Participant receiving benefits under the Qualified Plan, and where applicable, this Plan, with benefits which, in the aggregate, either have a greater or lesser value than the benefit which would result from the calculation made under the applicable provisions of the Qualified Plan without giving effect to the benefit limitation provisions of ERISA and the Code and regulations promulgated thereunder, or the nonrecognition of compensation deferred under the Manufacturers Incentive Compensation Plans.  The provisions of this restated Plan shall be effective as of December 31, 2008.

SECTION 2
DEFINITIONS

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

A.            “Affiliate” means any entity that is controlled by the Company, whether directly or indirectly.

B.            “Aggregated Plan” means all agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.

C.            “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

D.            “Committee” means the Governance, Compensation and Nominating Committee of the Company.

E.             “Company” means Comerica Incorporated, a Delaware corporation.

F.             “Employer” means the Company and each Affiliate thereof.

G.            “ERISA: means the Employee Retirement Income Security Act of 1974 (Public Law 93-406), as from time to time amended.

H.            “Manufacturers Incentive Compensation Plans” means the following plans:  (i) the Manufacturers National Corporation Executive Incentive Plan; (ii) the Manufacturers National Corporation Trust Investment Incentive Plan; (iii) the Manufacturers National Corporation Institutional Trust Sales and Servicing Plans; (iv) the Manufacturers National Corporation Private Banking Sales and Servicing Plans; (v) the Manufacturers National Corporation incentive plans for Foreign Exchange Trading, Mergers and Acquisitions, and Commercial Mortgage Banking Services; and (vi) any similar incentive compensation plans formerly maintained by Manufacturers National Corporation for employees of its business units as determined by the Committee.

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I.              “Participant” means an individual who at the time in question is participating in the Plan pursuant to Section 3.

J.             “Plan” means the plan set forth herein which is to be known as the “Benefit Equalization Plan for Employees of Comerica Incorporated.”

K.            “Plan Administrator” means the Employee Benefits Committee of the Corporation.

L.             “Qualified Plan” means the Comerica Incorporated Retirement Plan, as amended and restated from time to time.

M.           “Regulations” means the Treasury Regulations promulgated under the Code.

N.            “Separation from Service” means a reasonably anticipated permanent reduction in the level of bona fide services performed by the Participant for the Company to twenty percent (20%) or less of the average level of bona fide services performed by the Participant for the Company (whether as an employee or an independent contractor) in the immediately preceding thirty-six (36) months (or the full period of service to the Company if the Participant has been providing services to the Company for less than thirty-six (36) months).  The determination of whether a Separation from Service has occurred shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations.

O.            “Specified Employee” means a key employee, as defined in Code Section 416(i), without regard to paragraph (5) thereof, of an Employer, as contemplated in Code Section 409A and the Regulations promulgated thereunder.

P.             “Trust” means a Trust established pursuant to Section 5(I) hereof.

SECTION 3
ELIGIBILITY AND PARTICIPATION

Any participant of the Qualified Plan whose benefits thereunder are limited by the provisions of Sections 401(a)(17), 415 and/or 416 of the Code or by the nonrecognition under the Qualified Plan of compensation deferred under any of the Manufacturers Incentive Compensation Plans shall automatically participate in and accrue benefits under this Plan.

SECTION 4
AMOUNT OF BENEFITS

The benefits payable under this Plan shall equal the excess, if any, of:

(a)the benefits which would have been paid to such Participant for his or her life only at normal retirement under the Qualified Plan (excluding the supplemental pension benefit described in Appendix E thereof) if the

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provisions of such plan were administered and benefits paid without regard to the special benefit limitations added to such plan to conform it to Sections 401(a)(17), 415 and 416 of the Code, and including in the benefit calculation compensation of the Participant which was deferred under the Manufacturers Incentive Compensation Plans or any nonqualified deferred compensation plan of the Company and which is not otherwise recognized under the Qualified Plan, over

(b)the benefits which would be payable to such Participant for his or her life only at normal retirement under the Qualified Plan (excluding the supplemental pension benefit described in Appendix E thereof, and without reduction for the qualified pre-retirement survivor annuity provided thereunder);

such excess then to be converted to its actuarial equivalent (as that term is defined in the Qualified Plan) to account for (i) the benefits commencement date of the benefit under this Plan, using the early retirement pension reduction factors set forth in the Qualified Plan, and (ii) the payment method determined pursuant to the following paragraph and computed in each case on the assumption that the assets in the Qualified Plan are sufficient to pay all vested benefits.  (If the benefit commencement date under this Plan is earlier than the earliest date upon which benefits are payable to such Participant under the Qualified Plan, then such excess shall be further reduced by 5/12 percent for each month or fraction thereof from the commencement of the benefit under this Plan until the date on which such Participant would attain age 55.)

Calculation of the amount of benefits under this Plan shall disregard the method of payment selected by the Participant under the Qualified Plan.  The method of payment under this Plan shall be in the form of a 100% joint and survivor annuity with the Participant’s spouse as the joint annuitant.  The benefit under this Plan shall be calculated using the ages of the Participant and the joint annuitant (if any) at the date benefits commence under this Plan and in accordance with the applicable actuarial assumptions set forth in the Qualified Plan.  If the Participant has no spouse, then the benefit under this Plan shall be paid in the form of an annuity for the life of the Participant.

Nothing herein shall restrict the right of the Company to amend the Qualified Plan and the computations under this section shall be made according to the terms of the Qualified Plan in effect at the time the benefits first become payable.

SECTION 5
PAYMENT OF BENEFITS
AND ESTABLISHMENT OF TRUST

A.            Payment of benefits under this Plan shall commence within sixty (60) days following the date of the Participant’s Separation from Service with the Company.  Notwithstanding the preceding sentence, in the case of a Specified Employee, payment of benefits under this Plan will be delayed until the first business day following the date

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that is six (6) months after the date of such Specified Employee’s Separation from Service (or, if earlier, the date of death of the Specified Employee).

B.            Notwithstanding any provision of the Plan to the contrary, if the actuarial present value of the Participant’s benefit does not exceed $5,000, the Committee shall make an immediate lump sum payment to the Participant (or, if applicable, the beneficiary) of such benefit.

C.            If any portion of the benefits payable under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the portion of the benefits payable under this Plan required to be included in income as a result of the failure of the Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, or (ii) the total benefits payable under this Plan to such Participant.

D.            If the Company is required to withhold amounts to pay the Participant’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to benefits that are or will be paid to the Participant under this Plan before they otherwise would be paid, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the total benefits payable under this Plan to such Participant or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.

E.             In the event the Company reasonably anticipates that the payment of benefits under this Plan would result in the loss of the Company’s Federal income tax deduction with respect to such payment due to the application of Code Section 162(m), the Committee may delay the payment of all such benefits under this Plan until (i) the first taxable year in which the Company reasonably anticipates, or should reasonably anticipate, that if the payment were made during such year, the deduction of such payment would not be barred by application of Code Section 162(m) or (ii) during the period beginning with the date of the Participant’s Separation from Service (or, for Specified Employees, the date which is six (6) months after the date of the Participant’s Separation from Service) and ending on the later of (A) the last day of the taxable year of the Company which includes such date or (B) the 15th day of the third month following the date of the Participant’s Separation from Service (or, for Specified Employees, the date which is six (6) months after the date of the Participant’s Separation from Service).

F.             In the event the Company reasonably anticipates that the payment of benefits under this Plan would violate Federal securities laws or other applicable law, the Committee may delay the payment until the earliest date at which the Company reasonably anticipates that the making of such payment would not cause such violation.

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G.            In the event the Company determines that the making of any payment of benefits under this Plan on the date specified hereunder would jeopardize the ability of the Company to continue as a going concern, the Committee may delay the payment of benefits under this Plan until the first calendar year in which the payment of benefits would not have such effect.

H.            In the event of administrative necessity, the payment of benefits under this Plan may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made.  Further, if, as a result of events beyond the control of the Participant (or following the Participant’s death, the Participant’s spouse or beneficiary), it is not administratively practicable for the Committee to calculate the amount of benefits due to Participant as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

I.              Notwithstanding the foregoing provisions, if the period during which payment of benefits hereunder will be made occurs, or will occur, in two calendar years, the Participant shall not be permitted to elect the calendar year in which the payment shall be made.

J.             The Company may establish a Trust under which the Company may fund an amount that, on the same actuarial basis employed with respect to the funding of the Qualified Plan, is expected to provide funds equal to the sum of the expected benefits under this Plan.  The Company may augment the funds in the Trust from time to time as deemed appropriate.  The assets of the Trust shall at all times be subject to levy by the Company’s general creditors and Participants of this Plan shall have no greater right to the Trust assets than other unsecured general creditors of the Company.

SECTION 6
RIGHTS OF PARTICIPANTS

A.            For purposes of clarification, and in accordance with the current and prior administration of this Plan, each Participant shall have a vested right to benefits provided by this Plan only if and when the Participant has a vested right to benefits under the Qualified Plan.

B.            No right or interest of any Participant in the Plan shall be assignable or transferable, otherwise than by will or the laws of descent or pursuant to a beneficiary designation, nor shall such right or interest be subject to any lien directly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge and bankruptcy.

SECTION 7
AMENDMENT AND DISCONTINUANCE

A.            This Plan may be amended at any time in the sole discretion of the Committee or the Board by written resolution, provided such amendment complies with

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applicable laws including Code Section 409A and the Regulations promulgated thereunder.  No such amendment shall affect the time of distribution of any benefit payable hereunder earned prior to the effective date of such amendment except as the Committee or the Board may determine to be necessary to carry out the purpose of the Plan.  Written notice of any such amendment shall be given to each Participant.  In addition, no such amendment shall make an irrevocable Trust, if any, revocable.

B.            The Plan may be terminated at any time in the sole discretion of the Committee or the Board by a written instrument executed by its members.  Upon termination, the Plan may be liquidated in accordance with one of the following:

1.             the termination and liquidation of the Plan within twelve (12)  months of a complete dissolution of the Company taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable;

2.             the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Company within the thirty (30) days preceding or the twelve (12) months following a change in control event (as such term is defined in Section 1.409A-3(i)(5) of the Regulations); provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the change in control event, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Company irrevocably takes all necessary action to terminate and liquidate this Plan, and the Committee or the Company, as the case may be, irrevocably takes all necessary action to terminate and liquidate and such other Aggregated Plans; or

3.             the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Company’s financial health; (2) the Company or the Committee, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Company irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Company irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Company does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the

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Company, as the case may be, irrevocably takes all action necessary to terminate and liquidate the Plan.

C.            In the event the Committee or Board amends or terminates this Plan, the Company shall be liable for any benefits that shall have accrued under this Plan to those persons who are eligible under Section 3 as of the date of such amendment or termination and the amount of such accrued benefits to be determined as though the Participant’s Separation from Service had occurred on the date of such amendment or termination.

SECTION 8
ADMINISTRATION

A.            This Plan shall be administered by the Plan Administrator as an unfunded plan which is not intended to meet the qualification requirements of Section 401 of the Code.  The Plan Administrator shall have full power to construe and interpret the Plan, and the Plan Administrator’s decisions in all matters involving the interpretation and application of this Plan shall be conclusive.  The claims procedure of the Qualified Plan shall apply to this Plan.

B.            This Plan is intended to comply with the requirements of Section 409A of the Code and the Regulations and other guidance issued thereunder.  Accordingly, the provisions of this Plan shall be interpreted to the extent necessary to comply with such requirements.

C.            This Plan shall at all times be maintained by the Company and administered by the Plan Administrator as a plan wholly separate from the Qualified Plan.

SECTION 9
ADDITIONAL BENEFIT

In addition to the purpose of Section 1 of this Plan, this Section shall, for individuals who are (or may be later) specifically named by resolution of the Board of Directors of the Company, increase the benefit determined under Section 4(a) of this Plan by including in the benefit calculation all of the individual’s service with the Company (and its predecessors) from the date of the individual’s initial participation in the Qualified Plan until the individual’s Separation from Service and disregarding any breaks in service occurring before January 1, 1990; provided, however, that each named individual shall be entitled to an additional benefit derived from this Section only if the individual’s employment with the Company continues until or after the date he or she attains age 62.

Each individual who is specifically named by resolution of the Board of Directors of the Company to be entitled to the benefit established by this Section shall receive such benefits upon the condition that during the period such individual is entitled to payments of deferred compensation under this Section, he will not directly or indirectly enter into or engage in any banking or related businesses in the geographic area served

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by the Company either as an individual on his own account, as a partner or joint venturer, as an employee or agent, or as an officer or director of a competing organization.

The Committee may, in its sole discretion and by way of a resolution, waive or modify the age 62 employment requirement and the noncompetition requirement for any named individual as well as any other restrictions imposed on the individuals by the provisions hereof.  Any additional benefit derived from this Section shall be treated as a benefit payable under Section 4 for the purpose of Sections 4, 5, 6, and 7 of this Plan.

SECTION 10
 BENEFITS PROVIDED UNDER SEPARATE AGREEMENT

Notwithstanding any provision of this Plan to the contrary, the Company may provide benefits under this Plan in accordance with one or more separate written agreements with an individual, provided the terms of such agreement(s) state that such benefits shall be paid from this Plan.  The benefits provided under this Plan in accordance with such agreement(s) shall be paid in the same manner as benefits provided under Section 4 hereof and shall be subject to all provisions of this Plan, unless otherwise specifically provided in such agreement(s).

ORIGINAL BOARD APPROVAL:  NOVEMBER 18, 1994

AMENDED AND RESTATED BOARD AND COMMITTEE APPROVAL: NOVEMBER 18, 2008

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EX-10.4

Exhibit 10.4

Original Plan approved by the Compensation Committee on 11/15/96

Amended and Restated Plan (prior version) approved and ratified by the Compensation Committee on 3/22/04

Amended and Restated Plan (prior version) approved and ratified by the Board of Directors on 3/23/04

Amended and Restated Plan (prior version) approved and ratified by the Stockholders on 5/18/04

This Amended and Restated Plan approved by the Governance, Compensation and Nominating Committee on

November 18, 2008, to be effective December 31, 2008

This Amended and Restated Plan approved by the Board of Directors on November 18, 2008, to be effective

December 31, 2008

COMERICA INCORPORATED

AMENDED AND RESTATED

EMPLOYEE STOCK PURCHASE

PLAN

(AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

COMERICA INCORPORATED

AMENDED AND RESTATED

EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

SECTION I — PURPOSE	1
SECTION II — DEFINITIONS	1
SECTION III — INTRODUCTION	4
SECTION IV — PARTICIPATION	5
SECTION V — CONTRIBUTIONS	5
SECTION VI — ACQUISITION OF CORPORATION SHARES	8
SECTION VII — RIGHTS WITH RESPECT TO SHARES HELD IN PLAN	8
SECTION VIII — WITHDRAWALS FROM PLAN	8
SECTION IX — MISCELLANEOUS PROVISIONS	9
SECTION X — EFFECTIVE DATE OF PLAN	11

SECTION I -PURPOSE

The Board of Directors of Comerica Incorporated (the ACorporation@) believes that the interests of the Corporation are served through share ownership of the Corporation by its employees.  Such ownership strengthens the sense of identity between the Corporation and its employees and furthers a unity of purpose among the Corporation, its employees and its stockholders.  It is the purpose of this Comerica Incorporated Amended and Restated Employee Stock Purchase Plan to provide a convenient means through which employees of the Corporation and its subsidiaries and affiliates may acquire shares in the Corporation.

SECTION II -DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth below.

A.            “Account” means an account established for each Participant under the Plan to hold Corporation Shares acquired for the Participant’s account with Payroll Withholding Contributions, Other Permitted Contributions, Service Award Contributions, Matching Contributions, Share Retention Contributions and/or Reinvested Cash Dividends.

B.            “Beneficiary(ies)” means the individual(s) to whom the balance of the Participant’s Account  is to be distributed in the event assets remain in such Account at the time of the Participant’s death, or by whom any rights of the Participant, after the Participant’s death, may be exercised.

C.            “Beneficiary Designation Form” means the form used to designate the Participant’s Beneficiary(ies), as such form may be modified by the Committee or the Plan Administrator from time to time.

D.            “Bi-Weekly Base Pay” means the gross amount of cash compensation a Participant receives during each bi-weekly pay period, including, without limitation, base pay, incentive compensation paid through the Management Incentive Plan, or through a specific business unit incentive plan, referral awards, ROAR payments, overtime, shift differential and commissions, lump sum merit bonuses (effective as of January 22, 1999) and/or such other payments as the Committee or the Plan Administrator may determine appropriate from time to time for such purposes.  Bi-Weekly Base Pay shall not include any amount which is deferred under the Deferred Compensation Plan(s).

E.             “Board” means the Board of Directors of Comerica Incorporated.

F.             “Code” means the Internal Revenue Code of 1986, as amended.  All references to sections of the Code shall be deemed to refer to any successor provisions to such sections.

G.            “Committee” means the committee appointed by the Board to administer the Plan as provided herein.  Unless otherwise determined by the Board, the Governance, Compensation and Nominating Committee of the Board shall be the Committee.

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H.            “Corporation” means Comerica Incorporated, a Delaware corporation.  For purposes of Plan provisions relating to eligibility to participate or receive or make contributions, it shall also include subsidiaries and affiliates of the Corporation.

I.              “Corporation Shares” means shares of $5.00 par value common stock of the Corporation.

J.             “Custodian Bank” means Comerica Bank, a Texas banking association, or such other institution as may be appointed by the Corporation to hold Corporation Shares in Accounts of Participants under the Plan.

K.            “Deferred Compensation Plan(s)” means the 1999 Comerica Incorporated Deferred Compensation Plan, together with any and all amendments, restatements and/or modifications thereof, and/or the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan, together with any and all amendments, restatements and/or modifications thereof, or any plan adopted by the Corporation as a successor to the foregoing.

L.             “Disability” has the meaning set forth in Section V(D) hereof.

M.           “Employee” means an individual who renders service to the Corporation or one of its subsidiaries or affiliates as a common law employee or officer.

N.            “Exchange Act” means the Securities Exchange Act of 1934, as amended.

O.            “Management Incentive Plan” means the Amended and Restated Comerica Incorporated Management Incentive Plan, together with any and all amendments, restatements and/or modifications thereof, or any plan adopted by the Corporation as a successor to the foregoing.

P.             “Matching Contribution” means, subject to the limitations of Section V(C) hereof, a contribution by the Corporation, the gross amount of which shall equal 15% of the aggregate amount of Payroll Withholding Contributions, Service Award Contributions and/or Other Permitted Contributions made during the previous quarter.  The Matching Contribution, net of all applicable withholding and deductions, shall be used to purchase Corporation Shares.

Q.            “Other Permitted Contribution” means a non-periodic contribution of a Participant to the Plan pursuant to guidelines approved by the Committee or the Plan Administrator from time to time.

R.            “Participant” means an Employee or former Employee who has an Account under the Plan.

S.             “Payroll Withholding Contribution” means a contribution of a Participant under the Plan equal to the percentage of the Participant’s gross Bi-Weekly Base Pay such Participant

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has elected to contribute to the Plan; provided, however, that in the event the Participant’s pay, less all applicable withholding and deductions, is less than the amount of his or her elected contribution, the contribution shall be reduced so as not to exceed 100% of the Participant’s net pay. Payroll Withholding Contributions shall be withheld by the Corporation and forwarded to the Custodian Bank, which shall utilize such contributions to purchase Corporation Shares for allocation to the Employee=s Account in accordance with the provisions of the Plan.

T.            “Plan” means the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, as set forth herein and as hereinafter amended and/or restated from time to time.

U.            “Plan Administrator” means, unless determined otherwise by the Board or the Committee, the Chief Human Resources Officer (or, if no individual is the Chief Human Resources Officer, then the designated acting Chief Human Resources Officer).

V.            “Plan Year” means the fiscal year on which the records of the Plan are kept, which shall be the calendar year; provided, however, that the first Plan Year shall be the period commencing April 1, 1997 and ending December 31, 1997.

W.           “Reinvested Cash Dividends” means cash dividends paid on Corporation Shares allocated to a Participant’s Account which are utilized to purchase additional Corporation Shares for such Participant’s Account.

X.            “Retirement” has the meaning set forth in Section V(D) hereof.

Y.            “Section 16 Insider” means any Participant who is designated by the Corporation as a reporting person under Section 16 of the Exchange Act.

Z.            “Service Award” means a discretionary award, in the form of a Service Award Contribution, made by the Corporation in recognition of an Employee=s service to the Corporation.

AA.        “Service Award Contribution” means a discretionary contribution by the Corporation to be allocated to a Participant’s Account in recognition of an Employee=s service to the Corporation.  The Service Award Contribution, net of any applicable withholding and deductions, shall be used to purchase Corporation Shares.

BB.          “Share Retention Contribution” means, subject to fulfillment of the requirements in Section V(D) hereof, a contribution by the Corporation to be allocated to a Participant’s Account in a Plan Year equal to 5% of the amount of Payroll Withholding Contributions, Service Award Contributions and/or Other Permitted Contributions made to such Participant’s Account in the first of the two immediately preceding Plan Years as set forth in Section V(D).  Share Retention Contributions shall be utilized to purchase additional Corporation Shares for the Participant’s Account.

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CC.          “Two-Plan-Year-Period” means the two Plan Years immediately preceding the Plan Year in which a Share Retention Contribution is made.

SECTION III - INTRODUCTION

A.            Administration.  The Plan shall be administered by the Committee; provided, however, that the Board shall have the authority to exercise any and all duties and responsibilities assigned to the Committee under the Plan.  The Committee may delegate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including, without limitation, the Plan Administrator.  In addition, unless determined otherwise by the Board or Committee, the Plan Administrator shall handle the day-to-day administration of the Plan.  The Plan Administrator may employ accountants, legal counsel and any other experts he or she deems advisable to assist in the administration of the Plan.

B.            Corporation Shares.  The aggregate number of Corporation Shares which may be purchased, or awarded as Service Award Contributions, under the Plan shall not exceed 5,000,000.

C.            Adjustments.  In the event the number of outstanding Corporation Shares changes as a result of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution made to holders of Corporation Shares other than cash dividends, the number of Corporation Shares that may be purchased, or awarded as Service Award Contributions, under the Plan shall be automatically adjusted, and the Committee shall be authorized to make such other equitable adjustments as it deems necessary so that the value of the interest of the Participants shall not be decreased by reason of the occurrence of such event.  Any such adjustment shall be deemed conclusive and binding on the Corporation, each Participant, his or her Beneficiaries and all other interested parties.

D.            Supplements.  From time to time, supplements may be attached by amendment to and form a part of this Plan and shall be given the same effect that such provision would have if it was incorporated within the basic text of the Plan.  Such supplements may modify or supplement the provisions of the Plan as they apply to particular groups of Employees or groups of Participants, shall specify the persons affected by such supplements and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan provisions and the provisions of such supplements.

E.             Non-Resident Aliens.  With respect to non-resident alien Employees, the Committee or Plan Administrator may adopt one or more sets of procedures and provisions, which may be different than those included in this Plan for other Participants, with each set of procedures and provisions applying to some or all of such non-resident alien Employees, as determined by the Committee in its sole discretion or the Plan Administrator in his or her sole discretion, in order to comply with the applicable laws of the respective jurisdiction(s) in which

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such non-resident alien Employees live or work and/or to take into account other legal, tax, accounting and similar issues arising by virtue of the participation of such non-resident alien Employees.  The adoption of any such procedures and provisions shall not be deemed an amendment to this Plan.

F.             Applicable Law.  To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Plan.

SECTION IV - PARTICIPATION

A.            Eligibility.  Any person who is or becomes an Employee may commence participation in the Plan as soon as administratively feasible on or subsequent to such individual’s date of hire; provided, however, that for purposes of the Plan, the Committee or the Plan Administrator may exclude from eligibility non-resident aliens (or classes of non-resident aliens), if any, if the requirements of local law, rules or regulations, including without limitation, the tax, labor, accounting or securities laws, rules, regulations or consequences, make participation by such non-resident aliens (or class(es) of non-resident aliens) impractical, as determined by the Committee in its sole discretion or the Plan Administrator in his or her sole discretion.

B.            Enrollment.  Enrollment in the Plan shall be accomplished by such procedures as are established by the Committee or the Plan Administrator from time to time.  Unless determined otherwise by the Committee or the Plan Administrator, Payroll Withholding Contributions will commence as of the first pay period which begins not less than ten days following a Participant’s communication of instructions to commence such contributions.  Other Permitted Contributions will be made as soon as is administratively feasible, as determined by the Committee or the Plan Administrator, following the Corporation=s receipt of instructions to commence such contributions.

C.            Election Changes.  A Participant may increase, decrease, cease or resume the amount of his or her Payroll Withholding Contributions by communicating further instructions pursuant to such procedures as are established by the Committee or the Plan Administrator from time to time.  Election changes shall become effective as soon as administratively feasible after instructions have been properly communicated.  There shall be no limitation on the number of election changes a Participant may make.  A discontinuance of contributions in and of itself shall not constitute a withdrawal from the Plan.

SECTION V - CONTRIBUTIONS

A.            Payroll Withholding Contributions.  Any Payroll Withholding Contribution shall equal at least 0.5% but not exceed 100% of a Participant’s Bi-Weekly Base Pay, net of all other applicable withholding and deductions. The Corporation shall remit these contributions to the Custodian Bank promptly.

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B.            Other Permitted Contributions.  A Participant may make Other Permitted Contributions in a single sum at such time or times permitted by the Committee or the Plan Administrator.

C.            Matching Contributions.  The Corporation shall make a Matching Contribution equal to 15% of the Payroll Withholding Contributions, Service Award Contributions and/or Other Permitted Contributions made by, or on behalf of, each Participant during any calendar quarter, provided there have been no withdrawals from the Participant’s Account during such quarter.  Matching Contributions will not be made with respect to Share Retention Contributions.  In addition, Matching Contributions will not be made with respect to Payroll Withholding Contributions, Service Award Contributions and/or Other Permitted Contributions made during any Plan Year to the extent such contributions exceed $25,000 in the aggregate.  Matching Contributions will be made at or after the end of each calendar quarter, but in no event later than the March 15th of the Plan Year immediately following the end of the applicable calendar quarter.  Matching Contributions shall be net of all applicable withholding and deductions.  A Participant shall be eligible to receive a Matching Contribution with respect to a calendar quarter if there have been no withdrawals during such quarter, even if the Participant’s employment terminated during such quarter for any reason.

D.            Share Retention Contributions.  Subject to the conditions and limitations of this Section V(D), the Corporation shall allocate Share Retention Contributions to the Accounts of those Participants who qualify therefor.  Subject to the conditions and limitations of this Section V(D), a Participant shall qualify for a Share Retention Contribution in a Plan Year if the Participant is employed on the last day of the relevant Two-Plan-Year-Period, and if, during such Two-Plan-Year-Period, there has not been a withdrawal of any of the following:

(i)            Payroll Withholding Contributions, Service Award Contributions or Other Permitted Contributions made during such period;

(ii)           Matching Contributions made during such period;

(iii)          Corporation Shares purchased with any contributions referred to in to Section V(D)(i) or (ii); or

(iv)          Corporation Shares purchased with dividends paid with respect to any shares referred to in Section V(D)(iii).

Share Retention Contributions will not be made with respect to Matching Contributions.  In addition, Share Retention Contributions will not be made with respect to Payroll Withholding Contributions, Service Award Contributions and/or Other Permitted Contributions made during any Plan Year to the extent such contributions exceed $25,000 in the aggregate.  Except as otherwise provided herein, Share Retention Contributions shall be made as soon as reasonably practicable after the first day of the Plan Year following a Two-Plan-Year-Period, but in no event later than the March 15th of the Plan Year immediately following the end of the Two-Plan-Year-Period. Share Retention Contributions shall be net of all applicable withholding and deductions.

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Notwithstanding anything in this Section V(D) to the contrary, a Participant whose employment terminates by reason of Retirement, death or Disability prior to the end of a Two-Plan-Year-Period shall be eligible to receive a Share Retention Contribution with respect to such partial Two-Plan-Year-Period (consisting of the Plan Year during which the Participant’s employment so terminates and the immediately preceding Plan Year) if and only if there have been no withdrawals during such period (prior to termination of employment).  The Share Retention Contribution made on behalf of any such eligible terminated Participant with respect to such period shall be prorated based on the number of days during the final Plan Year that the Participant was employed and shall be net of all applicable withholding and deductions.   Notwithstanding any provision herein to the contrary, the Share Retention Contribution made on behalf of any such eligible terminated Participant shall be made as soon as reasonably practicable, but not later than the March 15th, after the first day of the Plan Year following the Plan Year that includes the Participant’s Retirement, death or Disability.

For purposes of this Section V(D), a Participant’s employment shall be considered to have terminated by reason of Retirement if he or she terminates employment with eligibility for, and elects to commence receipt of, an early or normal retirement benefit under a tax-qualified defined benefit retirement plan maintained by the Corporation, and a Participant’s employment shall be considered to have terminated by reason of Disability if he or she terminates employment with eligibility for, and is awarded, disability benefits under a long-term disability plan maintained by the Corporation.(1)

E.             Service Award Contributions.  The Corporation may make Service Award Contributions to the Accounts of those Employees whom it wishes to recognize for service to the Corporation.  Service Award Contributions are made at the discretion of the Corporation.  All Corporation Service Awards related to Corporation Shares shall be made under this Plan through such Service Award Contributions.

F.             Assignment of Rights Under the Plan.  Unless otherwise determined by the Committee, a Participant’s Account shall not be transferable by a Participant otherwise than by will or by the laws of intestacy; provided, however, that, a Participant may, in accordance with Section IX(A) and in the manner established by the Committee, designate one or more Beneficiaries to exercise the rights of the Participant and to receive any property payable or distributable with respect to such Participant’s Account upon the death of the Participant.  Except as otherwise set forth in the Plan, during the Participant’s lifetime, only the Participant (or, if permissible under applicable law, the Participant’s guardian or legal representative) may make elections or withdrawals with respect to such Participant’s Account.  Unless otherwise determined by the Committee, a Participant’s Account, or rights with respect to such Account, may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge,

(1) Please note that determination of disability and award of disability benefits may occur retroactively long after the Participant’s employment termination date and after the date that Share Retention Contribution determinations were otherwise made for the relevant Plan Year.

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alienation, attachment or encumbrance thereof shall be void and unenforceable against the Corporation or any of its subsidiaries or affiliates.

SECTION VI - ACQUISITION OF CORPORATION SHARES

A.            Application of Current Contributions.  As soon as reasonably practicable following its receipt of Payroll Withholding Contributions, Other Permitted Contributions, Service Award Contributions, Matching Contributions and/or Share Retention Contributions, the Custodian Bank shall purchase the maximum number of Corporation Shares that the funds allocated to each Participant’s Account may purchase at the then-prevailing market prices.  Such purchases may be in the open market or directly from the Corporation.  Corporation Shares so acquired shall be allocated to the relevant Participant’s Account.

B.            Reinvested Cash Dividends.  Any cash dividends paid on Corporation Shares allocated to any Participant’s Account shall be utilized by the Custodian Bank to purchase additional Corporation Shares at prices and in the manner specified above.

C.            Book Entry.  Unless otherwise determined by the Committee or the Plan Administrator, Corporation Shares held under the Plan shall be held in book entry form, and the Custodian Bank or its nominee shall be identified as the owner thereof while such Corporation Shares remain in the Plan.

SECTION VII - RIGHTS WITH RESPECT TO SHARES HELD IN PLAN

All rights accruing to an owner of record of Corporation Shares shall belong to and be vested in the Participant for whose Account such Corporation Shares are being held by the Custodian Bank, including, without limitation, the right to receive all dividends payable in respect of such Corporation Shares, the right to receive all notices of stockholders’ meetings, the right to vote and the right to tender or refrain from tendering such Corporation Shares in response to a tender offer.

SECTION VIII - WITHDRAWALS FROM PLAN

A.            In-Service Withdrawals.  A Participant may withdraw all or any portion of the balance of his or her Account from the Plan during the Participant’s employment.  Unless determined otherwise by the Committee or the Plan Administrator, if the value of the Participant’s Account at the time the in-service withdrawal is requested is less than the value of ten Corporation Shares at such time, distribution will be made to the Participant in cash.  Otherwise, the Participant may elect to receive a distribution in the form of cash or Corporation Shares.  Any brokerage commissions incurred in connection with the sale of Corporation Shares to facilitate a distribution shall be charged to the Participant’s Account.  A Participant shall not be entitled to receive a Matching Contribution with respect to any Payroll Withholding Contributions, Service Award Contributions and/or Other Permitted Contributions made during a calendar quarter if the Participant has made an in-service withdrawal during such quarter.

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B.            Termination Withdrawals.  A Participant or his or her Beneficiary(ies) must submit an application to withdraw the balance of his or her account not later than ninety days after the Participant’s employment terminates due to death, Disability, Retirement, voluntary resignation, involuntary dismissal or any other reason, or within ninety days after the Participant or his or her legal representative receives notice that the Plan has terminated. A withdrawal application will be provided to the Participant or Beneficiary(ies) upon the occurrence of any of the aforementioned circumstances.  The application must be returned to the Custodian Bank within ninety days of receipt.  If the Custodian Bank does not receive a withdrawal application by the specified deadline, it will distribute the balance of the Participant’s Account to the Participant or his or her legal representative in the form of whole Corporation Shares registered in the Participant’s name; provided, however, that unless determined otherwise by the Committee or the Plan Administrator, if the value of the Participant’s Account on the date of distribution is less than the value of ten Corporation Shares at such time, the distribution will be made in cash.  If the Custodian Bank receives a withdrawal application by the specified deadline and the value of the Participant’s Account at the time the termination withdrawal is requested is less than the value of ten Corporation Shares at such time, then unless determined otherwise by the Committee or the Plan Administrator, the distribution will be made in cash.  Otherwise, the Participant or his or her Beneficiary(ies) may elect to receive a distribution in the form of cash or Corporation Shares.

C.            Fractional Shares and Brokerage Commissions.  In all cases, cash will be paid in lieu of fractional Corporation Shares.  Any brokerage commissions incurred in connection with the sale of Corporation Shares to facilitate a distribution will be charged to the Participant’s Account.

D.            Special Rule Applicable To Section 16 Insiders. Except as otherwise determined by the Committee, a Section 16 Insider shall not be permitted to receive a cash distribution from the Plan, if, within the previous six months, he or she (or any other person whose transactions are attributed to the Section 16 Insider under Section 16 of the Exchange Act) either (i) acquired Corporation Shares in the open market or pursuant to a private transaction; or (ii) made an election under the Plan (or under any other Plan sponsored by the Corporation) that resulted in an acquisition of equity securities of the Corporation within the meaning of that term under Section 16 of the Exchange Act.  The Committee or Plan Administrator may make such other rules as are necessary to comply with Section 16 of the Exchange Act, as amended from time to time.

SECTION IX - MISCELLANEOUS PROVISIONS

A.            Designation of Beneficiary.  Upon becoming a Participant of the Plan, each Participant shall submit to Comerica Incorporated, Human Resources - Benefits, Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201 (or to such other unit or person as designated by the Committee from time to time) a Beneficiary Designation Form designating one or more Beneficiaries to whom the balance of the Participant’s Account  is to be distributed in the event assets remain in such Account at the time of the Participant’s death, or by whom any rights of the Participant, after the Participant’s death, may be exercised.  A Beneficiary Designation

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Form will be effective only if it is signed by the Participant and submitted before the Participant’s death.  Any subsequent Beneficiary Designation Form properly submitted will supersede any previous Beneficiary Designation Form so submitted.  If a Participant designates a spouse as a Beneficiary, such designation shall automatically terminate and be of no effect following the divorce of the Participant and such individual, unless ratified in writing post-divorce.

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, the balance of the Participant’s Account shall be distributed to the alternate Beneficiary(ies) who survive(s) the Participant in accordance with this Plan. 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 Form to the Corporation, the balance of the Participant’s Account shall be distributed in accordance with the terms of the Plan to the legal representative for the benefit of the Participant’s estate.

The Corporation reserves the right to distribute the balance of a Participant’s Account to his or her estate notwithstanding the designation of a Beneficiary, if the Corporation is unable to locate the Beneficiary, a dispute arises among Beneficiaries or under any other circumstances the Corporation deems appropriate.

B.            Withholding of Taxes.  The Corporation shall withhold from any amounts payable to the Participant all Federal, state, city, or other taxes and/or other amounts as legally required by reason of Participant’s participation in this Plan.

C.            Expenses.  All charges of the Custodian Bank, the cost of maintenance of the Accounts of Participants, the purchase of Corporation Shares, and the cost of transferring Corporation Shares to the Participants and Beneficiaries shall be borne by the Corporation; provided, however, that brokerage charges involved in the sale of Corporation Shares, if any, shall be charged to the relevant Participant’s Account.

D.            Compliance With Legal Requirements.  The Corporation shall be bound by all applicable laws in operating this Plan and shall administer and interpret this Plan in accordance with legal requirements.

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E.             Amendment, Term and Termination.  The Committee reserves the right to amend and/or restate the Plan at any time or to terminate the Plan.  The Plan shall continue indefinitely until terminated by the Committee.

SECTION X - EFFECTIVE DATE OF PLAN

This amendment and restatement of the Plan will be effective as of December 31, 2008.

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EX-10.18

Exhibit 10.18

1999 COMERICA INCORPORATED

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

(Amended and Restated Effective December 31, 2008)

1999 COMERICA INCORPORATED

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

ARTICLE I	PURPOSE AND INTENT	1
ARTICLE II	DEFINITIONS	1
A.	DEFINITIONS	1
ARTICLE III	ELECTION TO PARTICIPATE IN THE PLAN	4
A.	COMPLETION OF IRREVOCABLE ELECTION FORM	4
B.	CONTENTS OF IRREVOCABLE ELECTION FORM	5
C.	EFFECT OF SUBMITTING AN IRREVOCABLE ELECTION FORM	5
D.	SPECIAL RULES APPLICABLE TO IRREVOCABLE ELECTION FORMS AND DEFERRAL OF COMPENSATION	5
E.	DEFERRED COMPENSATION TRANSFERRED INTO THE PLAN	6
F.	SUBSEQUENT ELECTIONS	6
ARTICLE IV	DEFERRED COMPENSATION ACCOUNTS AND INVESTMENT OF DEFERRED COMPENSATION	7
A.	DEFERRED COMPENSATION ACCOUNTS	7
B.	EARNINGS AND CHARGES ON ACCOUNTS	7
C.	CONTRIBUTION OF COMPENSATION DEFERRALS TO TRUST	7
D.	INSULATION FROM LIABILITY	7
E.	OWNERSHIP OF COMPENSATION DEFERRALS	8
F.	SPECIAL RULE APPLICABLE TO CERTAIN REALLOCATIONS	8
G.	ADJUSTMENT OF ACCOUNTS UPON CHANGES IN CAPITALIZATION	9
ARTICLE V	DISTRIBUTION OF COMPENSATION DEFERRALS	9
A.	IN GENERAL	9
B.	DESIGNATION OF BENEFICIARY	13
ARTICLE VI	AMENDMENT OR TERMINATION	13
A.	AMENDMENT OF PLAN	13
B.	TERMINATION OF PLAN	13
ARTICLE VII	AUDITING OF ACCOUNTS AND STATEMENTS TO PARTICIPANTS	14
A.	AUDITING OF ACCOUNTS	14
B.	STATEMENTS TO PARTICIPANTS	14
C.	FEES AND EXPENSES OF ADMINISTRATION	14
D.	NONCOMPLIANCE	15
ARTICLE VIII	MISCELLANEOUS PROVISIONS	15
A.	VESTING OF ACCOUNTS	15
B.	PROHIBITION AGAINST ASSIGNMENT	15
C.	NO EMPLOYMENT CONTRACT	15
D.	SUCCESSORS BOUND	15
E.	PROHIBITION AGAINST LOANS	15
F.	ADMINISTRATION BY COMMITTEE	15
G.	GOVERNING LAW AND RULES OF CONSTRUCTION	16
H.	POWER TO INTERPRET	16
I.	COMPLIANCE & SEVERABILITY	16

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J.	CLAIMS PROCEDURES	16
K.	EFFECTIVE DATE	16

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ARTICLE I
PURPOSE AND INTENT

The 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (the “Plan”) enables Participants to defer receipt of all or a portion of their Compensation to provide additional income for them subsequent to their retirement, Disability or termination of employment.  It is the intention of the Corporation that the Plan be a plan which is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE II
DEFINITIONS

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

1.             “Account(s)” means the book reserve account established by the Plan Administrator for each Participant under Article IV(A) hereof.

2.             “Aggregated Plan” means all agreements, methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.

3.             “Annual Base Compensation” means all ordinary and regular compensation earned by a Participant during a calendar year, including overtime and commissions.

4.             “Beneficiary(ies)” means the person(s), natural or corporate, in whatever capacity, designated by a Participant pursuant to this Plan, or the person otherwise deemed to constitute the Participant’s beneficiary under Article V(B)(2) hereof, to receive a distribution hereunder on account of the Participant’s death.

5.             “Board” means the Board of Directors of the Corporation.

6.             “Change in Control” shall have the meaning set forth in Exhibit A to this Plan.

7.             “Code” means the Internal Revenue Code of 1986, as amended.

8.             “Comerica Stock” means shares of common stock of the Corporation, $5.00 par value.

9.             “Comerica Stock Fund” means the investment option established under the Plan in which a Participant may have requested, prior to January 1, 1999, to have Compensation Deferrals be deemed invested in units whose value is tied to the market value of shares of Comerica Stock.

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10.           “Committee” means the Governance, Compensation and Nominating Committee of the Board, or such other committee appointed by the Board to administer the Plan.

11.           “Compensation” means gross salary from the Employer, including Annual Base Compensation, any Incentive Award and any other form of cash remuneration approved by the Committee.

12.           “Compensation Deferral(s)” means the amount of Compensation deferred pursuant to an Irrevocable Election Form, plus any amount of Compensation deferred under another deferred compensation plan that is transferred into the Plan pursuant to Article III(F), and where the context requires, shall include earnings on said amounts.

13.           “Corporation” means Comerica Incorporated, a Delaware corporation, and any successor entity.

14.           “Disabled” or “Disability” means a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s Employer.

15.           “Eligible Employee” means an individual employed by an Employer who is: (i) eligible to receive Compensation under the Management Incentive Plan; or (ii) eligible to receive Compensation under an incentive program sponsored by any business unit of the Employer and a member of a select group of management or highly compensated employees for the period with respect to which the election relates.

16.           “Employer” means the Corporation and each subsidiary corporation, and any successor entity thereto.

17.           “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

18.           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

19.           “Incentive Award” means (a) a business unit incentive or (b) an incentive award granted to Participants pursuant to the Management Incentive Plan which qualifies as Section 409A Performance Based Compensation and which is related to the Corporation’s performance, including, but not limited to, awards earned with respect to one-year and three-year Performance Periods. Notwithstanding the foregoing, the term “Incentive Award” shall not include business unit incentives granted under any warrant compensation plan.

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20.           “Irrevocable Election Form” means the form used by an Eligible Employee or Participant to make deferral elections under this Plan, as provided by the Corporation, and as revised from time to time.

21.           “Management Incentive Plan” means the Amended and Restated Comerica Incorporated Management Incentive Plan, as amended from time to time.

22.           “Participant” means an employee whose Irrevocable Election Form has been timely received by the Corporation pursuant to Article III(A) hereof or on whose behalf an Irrevocable Election Form has been filed by the Committee pursuant to Article III(E), an employee who has a deferral election currently in effect, or an employee or former employee with an Account balance under the Plan.

23.           “Performance Period” means, with respect to Incentive Awards, the period specified by the Committee, which period shall not be less than 12 months, during which Participants can earn such Compensation.

24.           “Plan” means the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the provisions of which are set forth herein, as they may be amended from time to time.

25.           “Plan Administrator(s)” means the individual(s) appointed by the Committee to handle the day-to-day administration of the Plan.

26.           “Regulations” means the Treasury Regulations promulgated under the Code.

27.           “Retirement” means, for purposes of this Plan, the earlier of (i) the date on which the Participant attains at least age fifty-five (55) and completes five (5) years of service or (ii) the date on which the Participant attains age sixty-five (65) .

28.           “Section 16 Insider” means any Participant who is designated by the Corporation as a reporting person under Section 16 of the Exchange Act.

29.           “Section 409A Performance Based Compensation” means any Incentive Award that qualifies as “performance based compensation” within the meaning of Regulations Section 1.409A-1(e).  Notwithstanding any other provision herein, no Incentive Award will be deemed to constitute Section 409A Performance Based Compensation if the performance conditions that serve as the basis for the Incentive Award are substantially certain to be satisfied at the time such performance conditions are established.

30.           “Separation from Service” means a reasonably anticipated permanent reduction in the level of bona fide services performed by the Participant for the Employer to 20% or less of the average level of bona fide services performed by the Participant for the Employer (whether as an employee or an independent contractor) in the immediately preceding thirty-six (36) months (or the full period of service to the Employer if the Participant has been providing services to the Employer for less than thirty-six (36)

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months).  The determination of whether a Separation from Service has occurred shall be made by the Plan Administrator in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

32.           “Specified Employee” means a key employee, as defined in Code Section 416(i), without regard to paragraph (5) thereof, of an Employer, as contemplated in Code Section 409A and the Regulations promulgated thereunder.

33.           “Trust” means one or more rabbi trusts, as may be established by the Corporation in connection with this Plan.  Such rabbi trusts may be irrevocable and shall conform with the requirements of Revenue Procedure 92-64 (and subsequent guidance issued thereto).

34.           “Trustee” means the entity selected by the Corporation as trustee of the Trust, if any.

35.           “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  The determination of whether a Participant has suffered a financial hardship as a result of an Unforeseeable Emergency shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

ARTICLE III
ELECTION TO PARTICIPATE IN THE PLAN

A.            Completion of Irrevocable Election Form.

1.             Deferrals of Annual Base Compensation and Non-Performance Based Incentive Awards.  An Eligible Employee who wishes to become a Participant in the Plan must submit a signed Irrevocable Election Form in accordance with Article III(B) and (D) below within the time frame permitted by the Plan Administrator, which shall in no event be later than the last business date preceding the calendar year in which such Annual Base Compensation or Incentive Award that does not qualify as Section 409A Performance Based Compensation is earned.

2.             Deferrals of Section 409A Performance Based Compensation.    Notwithstanding the preceding subparagraph, any Eligible Employee who wishes to defer an Incentive Award that qualifies as Section 409A Performance Based Compensation must submit a signed Irrevocable Election Form in accordance with Article III(B) and (D) below within the time frame permitted by the Plan Administrator, which shall in no

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event be later than six (6) months before the end of the applicable Performance Period during which the Incentive Award may be earned.

The Eligible Employee will be deemed to have made an election to participate in this Plan on the date that the Corporation receives the Irrevocable Election Form.  An Eligible Employee or Participant must timely file an Irrevocable Election Form with respect to each calendar year or Performance Period in which he or she wishes to defer Compensation. Notwithstanding anything in this Article III to the contrary, the Committee, in its sole discretion, may impose limitations on the percentage or dollar amount of any election to defer Compensation hereunder.

B.            Contents of Irrevocable Election Form.  Each Irrevocable Election Form shall:  (i) designate the amount of Compensation to be deferred in whole percentages or in whole dollars, to the extent permitted by the Plan Administrator; (ii) request that the Employer defer payment of Compensation to the Participant until the Participant’s Separation from Service; (iii) state how the Participant wishes to receive payment of the Compensation Deferrals at Retirement (e.g. in a lump sum or installments); and (iv) contain other provisions the Plan Administrator deems appropriate.

C.            Effect of Submitting an Irrevocable Election Form.  Upon  submission of his or her Irrevocable Election Form, an eligible Employee or Participant shall be (i) bound by the provisions of the Plan and by the provisions of any agreement governing the Trust; (ii) bound by the provisions of the Irrevocable Election Form; and (iii) deemed to have assumed the risks of deferral, including, without limitation, the risk of poor investment performance, the risk that the Corporation may become insolvent and the risk that Compensation Deferrals (and earnings thereon) may be subject to penalties and interest as a result of noncompliance with Code Section 409A as described in Article VII(D) of this Plan.

D.            Special Rules Applicable to Irrevocable Election Forms and Deferral of Compensation.

1.             Deferral Election to be Made Before Compensation is Earned.  Compensation may only be deferred to the extent that it has not yet been earned by the Eligible Employee or Participant.

2.             Deferral Elections for Performance-Based Incentive Awards.  An eligible Employee or Participant may elect to defer an Incentive Award that qualifies as Section 409A Performance Based Compensation in accordance with Article III(A)(2) above; provided, that the Participant performs services for the Employer continuously from the later of (i) the beginning of the Performance Period or (ii) the date the performance criteria for the applicable Incentive Award are established through the date that such election is made and, provided further, that no election to defer such Incentive Award may be made after such Incentive Award has become “readily ascertainable” for purposes of Code Section 409A.

3.             Deferral Elections Upon Initial Participation.  Notwithstanding the preceding sentence, an Eligible Employee may file an Irrevocable Election Form with the

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Corporation within thirty (30) days after the date such individual first becomes eligible to participate in the Plan with respect to Compensation earned for services performed after the date of the election (which, with respect to Incentive Awards that qualify as Section 409A Performance Based Compensation, shall be limited to a percentage of the Incentive Award represented by a fraction, the numerator of which is the number of days remaining in the Performance Period after the election is made and the denominator of which is the total number of days in the Performance Period).

4.             Irrevocability of Deferral Election.  Except to the extent expressly provided under the Plan or permitted under Code Section 409A and the Regulations promulgated thereunder, the provisions of the Irrevocable Election Form relating to an election to defer Compensation and the selection of the time and manner of payment of the Compensation Deferrals shall be irrevocable as of the last date on which such Irrevocable Election Form may be submitted in accordance with Article III(A).

E.             Deferred Compensation Transferred into the Plan.

1.             At the discretion of the Committee, a Participant may be permitted to transfer previously deferred compensation into the Plan, so long as such amounts were deferred pursuant to the terms of a nonqualified deferred compensation plan of an Employer.  Further, such transfer will only be permitted if the Committee determines (1) that the transfer will meet the applicable requirements of the Plan; (2) will not adversely affect the Plan’s status as an “unfunded” Plan for income tax purposes and for purposes of Title I of ERISA; (3) the Participant has had no right, in conjunction with said transfer, to receive such deferred compensation in cash; and (4) such transfer will not result in a violation of Code Section 409A.  Compensation Deferrals that are transferred into the Plan will be allocated to the Participant’s Account and, unless otherwise stated, will be subject to all of the terms and conditions of the Plan for Compensation Deferrals, including, but not limited to the provisions of Article IV.

2.             Amounts transferred from the Imperial Bancorp Deferred Compensation Plan effective November 30, 2001, were accepted into this Plan pursuant to Resolutions of the Compensation Committee of the Board of Directors of Comerica, signed January 21, 2002.  If any Participant, prior to November 30, 2001, had elected to receive a “Short-Term Payout” from such plan pursuant to its Article 4, Section 4.1, such election shall be honored.  “Short-Term Payouts” are not permitted under any other circumstances.

F.             Subsequent Elections.  A Participant is not permitted to make a subsequent election with respect to the timing or form of payment of any Compensation deferred under this Plan pursuant to an Irrevocable Election Form that has become irrevocable in accordance with Article III(D)(4) above.

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ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

AND INVESTMENT OF DEFERRED COMPENSATION

A.Deferred Compensation Accounts.  The Plan Administrator shall establish a book reserve account in the name of each Participant.  As soon as is administratively feasible following the date Compensation subject to an Irrevocable Election Form would otherwise be paid to the Participant, the Plan Administrator shall credit the amount of the Compensation being deferred to the Participant’s Account.

B.Earnings and Charges on Accounts.  Upon receipt of an Irrevocable Election Form, and from time to time thereafter, at intervals to be determined by the Plan Administrator, each Participant shall be permitted to select, in a form approved by and in accordance with procedures established by the Plan Administrator, how the Participant chooses the balance (and any earnings and dividends credited thereon) of his or her Account to be deemed invested among investment options (which, for elections made on and after January 1, 1999, shall not include the Comerica Stock Fund) selected by the Plan Administrator.  If a Participant fails to select the investment options in which his Account will be deemed invested, the Participant’s Account shall be deemed invested in one or more default investments selected by the Plan Administrator.

The Corporation shall be under no obligation to invest any Account in the investment options selected by the Participant, and any investments actually made by the Corporation with Compensation Deferrals will be acquired solely in the name of the Corporation, and will remain the sole property of the Corporation, except to the extent held in a Trust.

From time to time, at intervals to be determined by the Committee, but not less than once annually, each Participant’s Account shall be credited with earnings or charged with losses resulting from the deemed investment of the Compensation Deferrals credited to the Account as though the Compensation Deferrals had been hypothetically invested in the investments options selected (or deemed selected) by the Participant as provided below, and shall be charged with any distributions, any federal and state income tax withholdings, any social security tax as may be required by law and by any further amounts, including administrative fees and expenses, the Employer is either required to withhold or determines are appropriate charges to such Participant’s Account.

C.Contribution of Compensation Deferrals to Trust.  In the sole discretion of the Corporation, all or any portion of the Compensation Deferrals credited to any Participant’s Account may be contributed to a Trust established by the Corporation in connection with the Plan.  No Participant or Beneficiary shall have the right to direct or require that the Corporation contribute the Participant’s Compensation Deferrals to the Trust.  Any Compensation Deferrals so contributed shall be held, invested and administered to provide benefits under the Plan except as otherwise required in the agreement governing the Trust.

D.Insulation from Liability.  The Corporation agrees to indemnify and to defend, to the fullest extent permitted by law, any person serving as a member of the Committee or as the Plan Administrator (including any employee or former employee who formerly so served) who is, or is threatened to be made, a named defendant or respondent in a proceeding because of such

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person’s status as a member of the Committee or the Plan Administrator against any costs (including reasonable attorneys’ fees)  or liability, unless attributable to such individual’s own fraud or willful misconduct.

E.Ownership of Compensation Deferrals.  Title to and beneficial ownership of any assets, of whatever nature, which may be credited to any Account shall at all times remain with the Corporation, and no Participant or Beneficiary shall have any property interest whatsoever in any specific assets of the Corporation by reason of the establishment of the Plan nor shall the rights of any Participant or Beneficiary to payments under the Plan be increased by reason of the Corporation’s contribution of Compensation Deferrals to the Trust.  The rights of each Participant and Beneficiary hereunder shall be limited to enforcing the unfunded, unsecured promise of the Corporation 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.  Participants and Beneficiaries shall not be deemed to be parties to any trust agreement the Corporation enters into with the Trustee.

F.Special Rule Applicable To Certain Reallocations.

1.Effective January 1, 1999, a Participant may not elect to have any portion of his Account deemed invested in the Comerica Stock Fund. Notwithstanding the foregoing, a Participant whose Account, all or a portion of which is deemed invested in the Comerica Stock Fund on January 1, 1999, may continue to have such amounts deemed invested in the Comerica Stock Fund.  Further, except to the extent provided in subsection (2) of this Section F, a Participant whose Account, all or a portion of which is deemed invested in the Comerica Stock Fund on January 1, 1999, may elect to have all or any portion of such amounts deemed invested in any other investment option selected by the Committee (which shall not include the Comerica Stock Fund).  Amounts that are reallocated from the Comerica Stock Fund to another investment option after January 1, 1999 may not thereafter be deemed invested in the Comerica Stock Fund.

2.Notwithstanding the provisions of subsection (1) above, a Section 16 Insider whose Account, all or a portion of which is deemed invested in the Comerica Stock Fund, may not elect to have all or any portion of such amounts to be deemed invested into any other investment funds if, within the previous six months, he or she (or any other person whose transactions are attributed to the Section 16 Insider under Section 16 of the Exchange Act) either (i) acquired shares of Comerica Stock in the open market or pursuant to a private transaction, or (ii) made an election under the Plan (or under any other plan sponsored by the Corporation) that resulted in an “acquisition” of equity securities of the Corporation within the meaning of that term under Section 16 of the Exchange Act.

To the extent consistent with rules under Section 16 of the Exchange Act, the foregoing prohibitions shall not be applicable if the reallocation is in connection with the Section 16 Insider’s death, Disability, Retirement or termination of employment.

Notwithstanding any other provision of the Plan, effective January 1, 1999, except in the circumstances of death, Disability, Retirement or other termination of

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employment, a Section 16 Insider shall not be permitted to receive a cash distribution from the Plan which is funded to any extent by a disposition of his or her interest.

G.Adjustment of Accounts Upon Changes In Capitalization.  With respect to Accounts that are deemed to be invested in whole or in part in the Comerica Stock Fund, in the event the number of outstanding shares of Comerica Stock changes as a result of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, spin-off, liquidation or other similar change in capitalization, or any distribution made to common stockholders other than cash dividends, the number or kind of shares of Comerica Stock in which such Accounts are deemed to be invested shall be automatically adjusted, and the Plan Administrator shall be authorized to make such other equitable adjustment of any Account, so that the value of the Account shall not be decreased by reason of the occurrence of such event.  Any such adjustment shall be conclusive and binding.

ARTICLE V

DISTRIBUTION OF COMPENSATION DEFERRALS

A.In General.  The Compensation Deferrals shall be paid to the Participant or, if applicable, to the Participant’s Beneficiary as follows:

1.Separation from Service Following Retirement.  If the Participant’s Separation from Service occurs on or after the date on which the Participant qualifies for Retirement, the Corporation shall distribute, or commence to distribute (or instruct the Trustee to distribute, or to commence to distribute) within ninety (90) days following such Participant’s Separation from Service, the balance of the Participant’s Account, in cash, to the Participant or, if applicable, the Participant’s Beneficiary in any manner described below that is specified in the applicable Irrevocable Election Form:  (i) a single lump sum; (ii) five (5) annual installments; (iii) ten (10) annual installments; or (iv) fifteen (15) annual installments; provided, however, that distribution of any portion of the Participant’s Account attributable to amounts transferred into the Plan from the Imperial Entertainment Group Equity Appreciation Rights Program, shall be made in a single lump sum payment only.  Notwithstanding the preceding sentence, in the case of a Specified Employee, distributions will be delayed until the first business date that is six (6) months after the date of such Specified Employee’s Separation from Service (or, if earlier, the date of death of the Specified Employee).

Installment payments shall be calculated by multiplying the Participant’s Account balance on the date of determination by a fraction, the numerator of which is one (1) and the denominator of which is the number of years over which the benefits will be paid, as specified in the applicable Irrevocable Election Form, less the number of years elapsed in such period on the date of the determination.  The value of the Participant’s Account shall be determined based upon the closing price of the corresponding investment funds as reported on the exchange on which such funds are listed or the market on which such funds are traded on the trading day immediately prior to the distribution of the installment payment or Account balance.

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2.Death or Separation from Service Prior to Retirement.  If a Participant dies or has a Separation from Service prior to the date on which he qualifies for Retirement (unless such Separation from Service is due to the Participant’s Disability), then, notwithstanding the manner specified in the applicable Irrevocable Election Form, the Corporation shall distribute (or direct the Trustee to distribute) the balance of the Participant’s Account, in cash, to the Participant or, if applicable, to the Participant’s Beneficiary in a single lump sum distribution within ninety (90) days following the date of the Participant’s death or Separation from Service, whichever is applicable.  Notwithstanding the preceding sentence, in the case of a Specified Employee, payment will be delayed until the first business date that is six (6) months after the date of such Specified Employee’s Separation from Service (or, if earlier, the date of such Specified Employee’s death).  The value of the Participant’s Account shall be determined based upon the closing price of the corresponding investment funds as reported on the exchange on which such funds are listed or the market on which such funds are traded on the trading day immediately prior to the distribution of the Account balance.

3.Disability Prior to Retirement.  If the Participant’s Separation from Service occurs prior to the date on which he qualifies for Retirement and is due to the Participant’s Disability, the Corporation shall distribute, or commence to distribute (or instruct the Trustee to distribute, or to commence to distribute) within ninety (90) days following such Separation from Service, the balance of the Participant’s Account, in cash, to the Participant or, if applicable, to the Participant’s legal representative, in such manner as is specified in the applicable Irrevocable Election Form.  The value of the Participant’s Account shall be determined based upon the closing price of the corresponding investment funds as reported on the exchange on which such funds are listed or the market on which such funds are traded on the trading day immediately prior to the distribution of the installment payment or Account balance.

4.Death of Participant Prior to End of Installment Distribution Period.  If the Participant dies after the commencement of installments hereunder but prior to the distribution of his or her entire Account, then, notwithstanding the manner of distribution specified in the applicable Irrevocable Election Form, the Corporation shall distribute (or direct the Trustee to distribute) the balance of the Participant’s Account, in cash, to the Participant’s Beneficiary in a single lump sum distribution within ninety (90) days following the date of the Participant’s death.  The value of the Participant’s Account shall be determined based upon the closing price of the corresponding investment funds as reported on the exchange on which such funds are listed or the market on which such funds are traded on the trading day immediately prior to the distribution of the Account balance.

5.Effect of Unforeseeable Emergency.  In the event of an Unforeseeable Emergency involving a Participant, the Committee may, in its sole discretion:

a.direct a single distribution to the Participant from the Participant’s Account, within ninety (90) days following such Unforeseeable Emergency, not to exceed the amount reasonably necessary to cover the emergency, plus amounts necessary to pay any Federal, state, local or foreign income taxes anticipated as a

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result of the distribution.  However, no distribution will be made on account of an Unforeseeable Emergency to the extent that such emergency is or may be relieved (i) through reimbursement or compensation from insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship), or (iii) by cessation of deferrals under Article V(A)(5)(b),  The determination of the amount reasonably necessary to cover the emergency must take into account additional Compensation that is available by cancellation of a deferral election pursuant to Article V(A)(5)(b); and/or

b.cancel a future deferral election with respect to the amount necessary, in the judgment of the Committee, to alleviate the financial hardship occasioned by the Unforeseeable Emergency.

Any Participant desiring a distribution on account of an Unforeseeable Emergency shall submit to the Committee a written request that sets forth in reasonable detail the Unforeseeable Emergency that would cause the Participant severe financial hardship, and the amount the Participant believes to be necessary to alleviate the financial hardship.  If a Participant receives a hardship distribution under this Article V(A)(5) and/or under the Comerica Incorporated Preferred Savings Plan, the Irrevocable Election Form submitted hereunder by or on behalf of the Participant shall be automatically cancelled.  Any Participant who receives a hardship distribution or whose deferral election is cancelled hereunder shall not again be eligible to submit a deferral election until the next enrollment period after the calendar year in which the hardship distribution is made or the Irrevocable Election Form is cancelled.

6.Distributions of Small Amounts.  If, at the time an installment distribution of a Participant’s Account is scheduled to commence, the fair market value of such Account does not exceed $5,000, then notwithstanding an election by the Participant to receive distribution of such Account in installments, the balance of such Account shall be distributed to the Participant in a lump sum distribution on or about the date the first installment is scheduled to be made.

7.Change in Control.  If a Participant incurs a Separation from Service within sixty (60) days following a Change in Control, then, notwithstanding the time and manner of distribution specified in the applicable Irrevocable Election Form, the Corporation shall distribute (or direct the Trustee to distribute) the balance of the Participant’s Account, in cash, to the Participant or, if applicable, to the Participant’s Beneficiary or legal representative, in a single lump sum distribution within the ninety (90)-day period following the date of such Separation from Service.  Notwithstanding the foregoing, if the Participant is a Specified Employee on the date of his Separation from Service, the balance of the Participant’s Account shall be distributed, in cash, in a single lump sum distribution on the first business date that is six months following the date of such Participant’s Separation from Service (or, if earlier, the date of such Participant’s death).

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8.Distribution in the Event of Income Inclusion Under Code Section 409A.  If any portion of a Participant’s Account is required to be included in income by the Participant prior to receipt due to a failure of this Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the portion of his or her Account required to be included in income as a result of the failure of the Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, or (ii) the balance of the Participant’s Account.

9.Distribution Necessary to Satisfy Applicable Tax Withholding.  If an Employer is required to withhold amounts to pay the Participant’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to amounts that are or will be paid to the Participant under the Plan before they otherwise would be paid, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of:  (i) the amount in the Participant’s Account or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.

10.Delay in Payments Subject to Code Section 162(m).  In the event the Corporation reasonably anticipates that if the payment of benefits as specified hereunder would result in the loss of the Corporation’s Federal income tax deduction with respect to such payment due to the application of Code Section 162(m), the Committee may delay the payment of all such benefits under this Article V until (i) the first taxable year in which the Corporation reasonably anticipates, or should reasonably anticipate, that if the payment were made during such year, the deduction of such payment would not be barred by application of Code Section 162(m) or (ii) during the period beginning with the date of the Participant’s Separation from Service (or, for Specified Employees, the first business date which is six (6) months after the date of the Participant’s Separation from Service) and ending on the later of (A) the last day of the taxable year of the Corporation which includes such date or (B) the 15th day of the third month following the date of the Participant’s Separation from Service (or, for Specified Employees, the first business date which is six (6) months after the date of the Participant’s Separation from Service).

11.Delay for Payments in Violation of Federal Securities Laws or Other Applicable Law.  In the event the Corporation reasonably anticipates that the payment of benefits as specified hereunder would violate Federal securities laws or other applicable law, the Committee may delay the payment under this Article V until the earliest date at which the Corporation reasonably anticipates that making of such payment would not cause such violation.

12.Delay for Insolvency or Compelling Business Reasons.  In the event the Corporation determines that the making of any payment of benefits on the date specified hereunder would jeopardize the ability of the Corporation to continue as a going concern, the Committee may delay the payment of benefits under this Article V until the first calendar year in which the Corporation notifies the Committee that the payment of benefits would not have such effect.

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13.Administrative Delay in Payment.  The payment of benefits hereunder shall begin at the date specified in accordance with the provisions of the foregoing paragraphs of this Article V; provided that, in the case of administrative necessity, the payment of such benefits may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made.  Further, if, as a result of events beyond the control of the Participant (or following the Participant’s death, the Participant’s Beneficiary), it is not administratively practicable for the Plan Administrator to calculate the amount of benefits due to Participant as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

14.No Participant Election.  Notwithstanding the foregoing provisions, if the period during which payment of benefits hereunder will be made occurs, or will occur, in two calendar years, the Participant shall not be permitted to elect the calendar year in which the payment shall be made.

B.Designation of Beneficiary.  A Participant shall deliver to the Corporation a written designation of Beneficiary(ies) under the Plan, which designation may be amended or revoked from time to time, without notice to, or consent of, any previously designated Beneficiary.

1.Beneficiary Designation Must be Filed Prior to Participant’s Death.  No designation of Beneficiary, and no amendment or revocation thereof, shall become effective if delivered to the Corporation after such Participant’s death, unless the Committee shall determine such designation, amendment or revocation to be valid.

2.Absence of Beneficiary.  In the absence of an effective designation of Beneficiary, or if no Beneficiary designated shall survive the Participant, then the balance of the Participant’s Account shall be paid to the Participant’s estate.

ARTICLE VI

AMENDMENT OR TERMINATION

A.Amendment of Plan.  This Plan may be amended at any time in the sole discretion of the Committee or the Board, by written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder.  No such amendment shall affect the time of distribution of Compensation earned prior to the effective date of such amendment except as the Committee may determine to be necessary to carry out the purpose of the Plan.  In addition, no such amendment shall make the Trust revocable.

B.Termination of Plan.  The Plan may be terminated at any time by the Committee or the Board by a written instrument executed by its members.  Following the termination of the Plan, the Participants’ Accounts may be liquidated in accordance with one of the following:

1.the termination and liquidation of the Plan within twelve (12)  months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the

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approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

2.the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change in Control; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the Change in Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;

3.the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.

ARTICLE VII

AUDITING OF ACCOUNTS AND STATEMENTS

TO PARTICIPANTS

A.Auditing of Accounts.  The Plan shall be audited from time to time as directed by the Committee by auditors selected by the Committee.

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

C.Fees and Expenses of Administration.  Accounts of Participants shall be charged for fees of the Trustee and expenses of administration of the Plan.

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D.Noncompliance.  If this Plan fails to meet the requirements of, or fails to be operated in accordance with, Code Section 409A and the Regulations promulgated thereunder, Compensation deferred for a Participant under this Plan and any Aggregated Plan (and all earnings thereon) with respect to such Participant are includible in the Participant’s gross income for the taxable year in which they were earned to the extent they are not subject to a “substantial risk of forfeiture” and not previously included in such Participant’s gross income.  The amount of tax owed by the Participant shall be increased by the amount of interest at the underpayment rate, plus 1%.  A 20% excise tax on the amount required to be included in the Participant’s income will also be assessed.  The Corporation intends for the Plan to be operated in accordance with all applicable laws, but in the event that the Plan fails to meet the requirements or fails to be operated in accordance with applicable laws, the Corporation will not be responsible for any assessment of income tax, late fee, and/or excise tax.  Such amounts will solely be the responsibility of each affected Participant.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

A.Vesting of Accounts.  Each Participant shall be fully vested in his or her Account, which includes Compensation Deferrals transferred into the Plan from the Imperial Entertainment Group Equity Appreciation Rights Program, notwithstanding the vesting schedule set forth in the Imperial Entertainment Group Equity Appreciation Rights Program.

B.Prohibition Against Assignment.  Benefits payable to Participants and their Beneficiaries under the Plan may not be anticipated, assigned (either at law or in equity), alienated, sold, transferred, pledged or encumbered in any manner, nor may they be subjected to attachment, garnishment, levy, execution or other legal or equitable process for the debts, contracts, liabilities, engagements or acts of any Participant or Beneficiary.  It will not, however, be deemed a violation of this Article VIII(B) to comply with a domestic relations order pursuant to procedures established by the Committee.

C.No Employment Contract.  Nothing in the Plan is intended to be construed, or shall be construed, as constituting an employment contract between the Employer and any Participant nor shall any Plan provision affect the Employer’s right to discharge any Participant for any reason or for no reason.

D.Successors Bound.  An Irrevocable Election Form submitted by or on behalf of a Participant 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 Beneficiaries, heirs, executors, administrators and other legal representatives.

E.Prohibition Against Loans.  The Participant may not borrow any Compensation Deferrals from the Corporation (or the Trust) nor utilize his or her Account as security for any loan from the Employer.

F.Administration By Committee.  Responsibility for administration of the Plan shall be vested in the Committee.  To the extent permitted by law, the Committee may delegate any

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authority it possesses to the Plan Administrator(s).  This includes the power and authority to comply with the withholding and reporting requirements of Code Section 409A and the Regulations promulgated thereunder.  To the extent the Committee has delegated authority concerning a matter to the Plan Administrator(s), any reference in the Plan to the “Committee” insofar as it pertains to such matter, shall refer likewise to the Plan Administrator(s).

G.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 and also in accordance with Code Section 409A and the Regulations promulgated thereunder. It is the intention of the Corporation that the Plan established hereunder be “unfunded” for income tax purposes and for purposes of Title I of ERISA, and the provisions hereof shall be construed in a manner to carry out that intention.

H.Power to Interpret.  This Plan shall be interpreted and effectuated to comply with the applicable requirements of ERISA, the Code and other applicable tax law principles; and all such applicable requirements are hereby incorporated herein by  reference.  Subject to the above, the Committee shall have the sole and absolute discretion to construe and interpret this Plan, including but not limited to all provisions of this Plan relating to eligibility for benefits and the amount, manner and time of payment of benefits, any such construction and interpretation by the Committee and any action taken thereon in good faith by the Plan Administrator(s) to be final and conclusive upon any affected party.  The Committee shall also have the sole and absolute discretion to correct any defect, supply any omission, or reconcile any inconsistency in such manner and to such extent as the Committee shall deem proper to carry out and put into effect this Plan; and any construction made or other action taken by the Committee pursuant to this Article VIII(H) shall be binding upon such other party and may be relied upon by such other party.

I.Compliance & Severability.  It is the Corporation’s intent to comply with all applicable tax and other laws, including Code Section 409A and the Regulations promulgated thereunder, so that all rights under the Plan will be limited as necessary in the judgment of the Committee to conform therewith.  Therefore, consistent with the effectuation of the purposes hereof, 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.

J.Claims Procedures.  Any claim for benefits under the Plan, must be made pursuant to ERISA claims procedures, a copy of which is attached as Exhibit B.

K.Effective Date.  The effective date of this amendment and restatement shall be December 31, 2008, except as otherwise expressly stated herein.

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EXHIBIT A

CHANGE OF CONTROL

A.For the purpose of this Plan, a “Change of Control” shall mean:

1.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection 1, the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection A.3. of this Exhibit A; or

2.Individuals who, as of the date hereof, constitute the Corporation’s Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

3.Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Corporation’s assets (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions

A-1

as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

4.Approval by the Corporation’s stockholders of a complete liquidation or dissolution of the Corporation.

B.With respect to any Award subject to Section 409A of the Code, and for purposes of Section B of Article VI, the definition of “Change of Control” shall mean:

1.any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation;

2.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) ownership of stock of the Corporation possessing 30% or more of the total voting power of the stock of the Corporation;

3.a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

4.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) assets from the Corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.

The determination of whether a Change of Control has occurred under this Section B of Exhibit A shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

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EXHIBIT B

CLAIM REVIEW PROCEDURES

I.Claims Based on Determination of Disability

a.Claim for Benefits.  In the event that a Participant or Beneficiary is denied a claim for benefits under this Plan that is based on a finding of Disability, the Plan Administrator will, within a reasonable period of time, but not later than forty-five (45) days after its receipt of the claim, provide the claimant a written statement, which shall be delivered or mailed to the claimant by certified or registered mail to his last known address, and which shall contain the following:

(1)the specific reason or reasons for the denial of benefits;

(2)a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(3)a description of any additional material or information that is necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(4)an explanation of the Plan’s review procedures and the time limits applicable to such procedures, as provided below, including a statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended, following an adverse benefit determination on review;

(5)if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the claimant upon request; and

(6)if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

In the event that the Plan Administrator determines that an extension is necessary due to matters beyond the control of the Plan, the Plan Administrator will provide the claimant with the written statement described above not later than seventy-five (75) days after receipt of the claimant’s claim, but, in that event, the Plan Administrator will furnish the claimant, within forty-five (45) days after its receipt of the claim, written notification of the extension explaining the circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision.  If, prior to the end of the first thirty (30)-day extension, the Plan

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Administrator determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional thirty (30) days, provided that the Plan Administrator notifies the claimant, prior to the expiration of the first thirty (30)-day extension period, of the circumstances requiring the extension and the date as of which the Plan Administrator expects to render a decision.  In the case of any extension under this paragraph, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least forty-five (45) days within which to provide the specified information.

b.Appeals.  Within one hundred eighty (180) days after receipt of a notice of a denial of benefits as provided above, if the claimant disagrees with the denial of benefits, the claimant or his authorized representative may request, in writing, a review of his claim by one or more fiduciaries appointed by the Plan Administrator to conduct a review of the claim.  The claimant or his authorized representative may request to appear before the appointed fiduciary for the review. The claimant will be given the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits.  The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, as provided in Department of Labor regulations.  In conducting its review, the fiduciary will consider all comments, documents, records, and other information relating to the claim submitted by the claimant or his authorized representative, whether or not such information was submitted or considered in the initial benefit determination.

The review will not afford deference to the initial adverse benefit determination and will be conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of that individual.  If the adverse benefit determination is based in whole or in part on a medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate, the appropriate named fiduciary will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment.  The health care professional will be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual.  Any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination will be identified upon written request by the claimant or his authorized representative, without regard to whether the advice was relied upon in making the benefit determination.

Within a reasonable period of time, but not later than forty-five (45) days after receipt of a written application for review of his claim, the fiduciary will notify the claimant of the decision on review by delivery or by certified or registered mail to his last known address; provided, however, in the event that special circumstances require an extension of time for processing such application, the fiduciary will notify the claimant of the decision not later than ninety (90) days after receipt of such application, but, in that event, the fiduciary will furnish the claimant, within forty-five (45) days after its receipt of the application, written notification of the extension

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explaining the circumstances requiring the extension and the date that it is anticipated that the decision will be furnished. The decision will be in writing and will include the specific reasons for the decision presented in a manner calculated to be understood by the claimant and will contain reference to all relevant Plan provisions on which the decision was based, as well as a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and a statement of the claimant’s right to bring an action under Section 502(a) of the Employee Retirement Income Security Act of 1974. The notification will also include:  (i)  if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request;  and (ii)  if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.  The decision will be final and conclusive.

2.Claims Not Based on Determination of Disability.

a.Claim for Benefits.  In the event that a Participant or Beneficiary is denied a claim for benefits under this Plan, other than a claim based on a determination of Disability, the Plan Administrator will, within a reasonable period of time, but not later than ninety (90) days after its receipt of the claim, provide the claimant a written statement, which shall be delivered or mailed to the claimant by certified or registered mail to his last known address, and which will contain the following:

(1)the specific reason or reasons for the denial of benefits;

(2)a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(3)a description of any additional material or information that is necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4)an explanation of the review procedures and the time limits applicable to such procedures, as provided below, including a statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974 following an adverse benefit determination on review.

 In the event that the Plan Administrator determines that an extension is necessary due to matters beyond the control of the Plan, the Plan Administrator will provide the claimant with the written statement described above not later than one hundred eighty (180) days after receipt of the claimant’s claim, but, in that event, the Plan Administrator will furnish the claimant, within ninety (90) days after its receipt of the claim, written notification of the extension explaining the

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special circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision.

b.Appeals.  Within sixty (60) days after receipt of a notice of a denial of benefits as provided above, if the claimant disagrees with the denial of benefits, the claimant or his authorized representative may request, in writing, that the Plan Administrator review his claim and may request to appear before the Plan Administrator for the review. The claimant will be given the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits.  The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, as provided in Department of Labor regulations.  In conducting its review, the Plan Administrator will consider all comments, documents, records, and other information relating to the claim submitted by the claimant or his authorized representative, whether or not such information was submitted or considered in the initial benefit determination.

Within a reasonable period of time, but not later than sixty (60) days after receipt by the Plan Administrator of a written application for review of his claim, the Plan Administrator will notify the claimant of its decision on review by delivery or by certified or registered mail to his last known address; provided, however, in the event that special circumstances require an extension of time for processing such application, the Plan Administrator will so notify the claimant of its decision not later than one hundred twenty (120) days after receipt of such application, but, in that event, the Plan Administrator will furnish the claimant, within sixty (60) days after its receipt of such application, written notification of the extension explaining the special circumstances requiring the extension and the date that it is anticipated that its decision will be furnished. The decision of the Plan Administrator will be in writing and will include the specific reasons for the decision presented in a manner calculated to be understood by the claimant and will contain reference to all relevant Plan provisions on which the decision was based, as well as a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and a statement of the claimant’s right to bring an action under Section 502(a) of the Employee Retirement Income Security Act of 1974.  The decision of the Plan Administrator will be final and conclusive.

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EX-10.19

Exhibit 10.19

1999 COMERICA INCORPORATED

AMENDED AND RESTATED

COMMON STOCK DEFERRED INCENTIVE AWARD PLAN

(AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

1999 COMERICA INCORPORATED

AMENDED AND RESTATED

COMMON STOCK DEFERRED INCENTIVE AWARD PLAN

ARTICLE I		PURPOSE AND INTENT	1
ARTICLE II		DEFINITIONS	1
ARTICLE III		ELECTION TO PARTICIPATE IN THE PLAN	5
	A.	COMPLETION OF IRREVOCABLE ELECTION FORM	5
	B.	CONTENTS OF IRREVOCABLE ELECTION FORM	6
	C.	EFFECT OF SUBMITTING AN IRREVOCABLE ELECTION FORM	6
	D.	SPECIAL RULES APPLICABLE TO IRREVOCABLE ELECTION FORMS AND DEFERRAL OF INCENTIVE AWARDS	6
	E.	SUBSEQUENT ELECTIONS	7
ARTICLE IV		DEFERRED INCENTIVE AWARD ACCOUNTS AND INVESTMENT OF DEFERRED INCENTIVE AWARD	8
	A.	DEFERRED INCENTIVE AWARD ACCOUNTS	8
	B.	EARNINGS AND CHARGES ON ACCOUNTS	8
	C.	CONTRIBUTION OF INCENTIVE AWARD DEFERRALS TO TRUST	9
	D.	INSULATION FROM LIABILITY	9
	E.	OWNERSHIP OF INCENTIVE AWARD DEFERRALS	9
	F.	ADJUSTMENT OF ACCOUNTS UPON CHANGES IN CAPITALIZATION	10
ARTICLE V		DISTRIBUTION OF INCENTIVE AWARD DEFERRALS	10
	A.	IN GENERAL	10
	B.	DESIGNATION OF BENEFICIARY	16
ARTICLE VI		AMENDMENT OR TERMINATION	17
	A.	AMENDMENT OF PLAN	17
	B.	TERMINATION OF PLAN	17
ARTICLE VII		AUDITING OF ACCOUNTS AND STATEMENTS TO PARTICIPANTS	18
	A.	AUDITING OF ACCOUNTS	18
	B.	STATEMENTS TO PARTICIPANTS	19
	C.	FEES AND EXPENSES OF ADMINISTRATION	19
	D.	NONCOMPLIANCE	19
ARTICLE VIII		MISCELLANEOUS PROVISIONS	19
	A.	VESTING OF ACCOUNTS	19
	B.	PROHIBITION AGAINST ASSIGNMENT	19
	C.	NO EMPLOYMENT CONTRACT	20
	D.	SUCCESSORS BOUND	20
	E.	PROHIBITION AGAINST LOANS	20
	F.	ADMINISTRATION BY COMMITTEE	20
	G.	GOVERNING LAW AND RULES OF CONSTRUCTION	20

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H.	POWER TO INTERPRET	21
I.	COMPLIANCE & SEVERABILITY	21
J.	CLAIMS PROCEDURES	21
K.	EFFECTIVE DATE	22

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ARTICLE I

PURPOSE AND INTENT

The Plan enables Participants to defer receipt of all or a portion of their Incentive Award to provide additional income for them subsequent to their retirement, Disability or termination of employment. It is the intention of the Corporation that the Plan be a plan which is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE II

DEFINITIONS

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

A.“Account(s)”. means the book reserve account established by the Plan Administrator for each Participant under Article IV(A) hereof.

B.“Aggregated Plan” means all agreements, methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.

C.“Beneficiary(ies)” means the person(s), natural or corporate, in whatever capacity, designated by a Participant pursuant to this Plan, or the person otherwise deemed to constitute the Participant’s beneficiary under Article V(B)(2) hereof, to receive a distribution hereunder on account of the Participant’s death.

D.“Board” means the Board of Directors of the Corporation.

E.“Change in Control” shall have the meaning set forth in Exhibit A to this Plan.

F.“Code” means the Internal Revenue Code of 1986, as amended.

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G.“Comerica Stock” means shares of common stock of the Corporation, $5.00 par value.

H.“Comerica Stock Fund” means the investment option established under the Plan in which Incentive Award Deferrals under the Plan shall be deemed invested in units whose value is tied to the market value of shares of Comerica Stock.

I.“Committee” means the Governance, Compensation and Nominating Committee of the Board, or such other committee appointed by the Board to administer the Plan.

J.“Corporation” means Comerica Incorporated, a Delaware corporation, and any successor entity.

K.“Disabled” or “Disability” means a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s Employer.

L.“Employer” means the Corporation and each subsidiary corporation, and any successor entity thereto.

M.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

N.“Incentive Award” means (i) a business unit incentive or (ii) an incentive award granted to Participants pursuant to the Management Incentive Plan which qualifies as Section 409A Performance Based Compensation and which is related to the Corporation’s performance, including, but not limited to, awards earned with respect to one-year and three-year Performance Periods. Notwithstanding the preceding sentence, only business unit incentives

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that are (i) awarded to Participants holding a position of at least Paygrade BE1 (or its equivalent), (ii) eligible for distribution no more frequently than annually and (iii) eligible for distribution at or about the same time as incentive awards under the Management Incentive Plan, will be deemed to constitute Incentive Awards. Furthermore, the term “Incentive Award” shall not include business unit incentives granted under any warrant compensation plan.

O.“Incentive Award Deferral(s)” means the amount of an Incentive Award deferred pursuant to a timely filed Irrevocable Election Form and, where the context requires, shall also include earnings on such amounts.

P.“Irrevocable Election Form” means the form used by an eligible individual or a Participant to make deferral elections pursuant to Article III(A) of this Plan, as provided by the Corporation, and as revised from time to time.

Q.“Management Incentive Plan” means the Amended and Restated Comerica Incorporated Management Incentive Plan, as amended from time to time.

R.“Participant” means an employee whose Irrevocable Election Form has been timely received by the Corporation pursuant to Article III(A) hereof, or an employee who has a deferral election currently in effect, an employee or former employee with an Account balance under the Plan.

S.“Performance Period” means, with respect to Incentive Awards, the period specified by the Committee, which period shall not be less than twelve (12) months, during which Participants can earn such Incentive Awards.

T.“Plan” means the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan, the provisions of which are set forth herein, as they may be amended from time to time.

U.“Plan Administrator(s)” means the individual(s) appointed by the Committee to handle the day-to-day administration of the Plan.

V.“Regulations” means the Treasury Regulations promulgated under the Code.

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W.“Retirement” means, for purposes of this Plan, the earlier of (i) the date on which the Participant attains at least age fifty-five (55) and has completed five (5) years of service or (ii) the date on which the Participant attains age sixty-five (65).

X.“Section 409A Performance Based Compensation” means any Incentive Award that qualifies as “performance based compensation” within the meaning of Regulations Section 1.409A-1(e). Notwithstanding any other provision herein, no Incentive Award will be deemed to constitute Section 409A Performance Based Compensation if the performance conditions that serve as the basis for the Incentive Award are substantially certain to be satisfied at the time such performance conditions are established.

Y.“Separation from Service” means a reasonably anticipated permanent reduction in the level of bona fide services performed by the Participant for the Employer to 20% or less of the average level of bona fide services performed by the Participant for the Employer (whether as an employee or an independent contractor) in the immediately preceding thirty-six (36) months (or the full period of service to the Employer if the Participant has been providing services to the Employer for less than thirty-six (36) months). The determination of whether a Separation from Service has occurred shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

Z.“Specified Employee” means a key employee, as defined in Code Section 416(i), without regard to paragraph (5) thereof, of an Employer, as contemplated in Code Section 409A and the Regulations promulgated thereunder.

AA.“Trust” means one or more rabbi trusts, as may be established by the Corporation in connection with this Plan. Such rabbi trusts may be irrevocable and shall conform with the requirements of Revenue Procedure 92-64 (and subsequent guidance issued thereto).

BB.“Trustee” means the entity selected by the Corporation as trustee of the Trust, if any.

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CC.“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The determination of whether a Participant has suffered a financial hardship as a result of an Unforeseeable Emergency shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

ARTICLE III

ELECTION TO PARTICIPATE IN THE PLAN

A.Completion of Irrevocable Election Form. An individual who has been notified by the Committee of his eligibility to participate in the Plan and who wishes to become a Participant in the Plan must submit a signed Irrevocable Election Form in accordance with Sections (B) and (D) below within the time frame permitted by the Plan Administrator, which will in no event be later than, with respect to Incentive Awards that do not qualify as Section 409A Performance Based Compensation, the last business date preceding the first day of the Performance Period during which the Incentive Award may be earned and, with respect to Incentive Awards that qualify as Section 409A Performance Based Compensation, six (6) months prior to the end of the Performance Period during which the Incentive Award may be earned. An eligible individual will be deemed to have made an election under this Plan on the date that the Corporation receives the Irrevocable Election Form. An eligible individual must timely file an Irrevocable Election Form with respect to each Performance Period in which he or she wishes to defer an Incentive Award. Notwithstanding anything in this Article III to the contrary, the Committee, in its

5

sole discretion, may impose limitations on the percentage or dollar amount of any election to defer an Incentive Award hereunder.

B.Contents of Irrevocable Election Form. Each Irrevocable Election Form shall: (i) designate the amount of the Incentive Award to be deferred in whole percentages or in whole dollars, to the extent permitted by the Plan Administrator, (ii) request that the Employer defer payment of the Incentive Award to the Participant until the Participant’s Separation from Service, (iii) state how the Participant wishes to receive payment of the Incentive Award Deferrals at Retirement (e.g., in a lump sum or installments), (iv) state that the Incentive Award Deferrals will be deemed to be invested in Comerica Stock, and (v) contain other provisions the Committee deems appropriate.

C.Effect of Submitting an Irrevocable Election Form. Upon submission of his or her Irrevocable Election Form, the eligible individual or Participant shall be (i) bound by the provisions of the Plan and by the provisions of any agreement governing the Trust; (ii) bound by the provisions of the Irrevocable Election Form; and (iii) deemed to have assumed the risks of deferral, including, without limitation, the risk of poor investment performance, the risk that the Corporation may become insolvent and the risk that Incentive Award Deferrals (and earnings thereon) may be subject to penalties and interest as a result of noncompliance with Code Section 409A as described in Article VII(D) of this Plan.

D.Special Rules Applicable to Irrevocable Election Forms and Deferral of Incentive Awards.

1.Deferral Election to be Made Before the Incentive Award is Earned. Incentive Awards may only be deferred to the extent that they have not yet been earned by a Participant.

2.Deferral Elections for Performance-Based Incentive Awards. An eligible individual may elect to defer an Incentive Award that qualifies as Section 409A Performance Based Compensation in accordance with Article III(A) above; provided that

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the Participant performs services for the Employer continuously from the later of (i) the beginning of the Performance Period or (ii) the date the performance criteria for the applicable Incentive Award are established, through the date that such election is made; and provided further that no election to defer an Incentive Award may be made after such Incentive Award has become “readily ascertainable” for purposes of Code Section 409A.

3.Deferral Elections Upon Initial Participation. Notwithstanding the preceding sentence, an eligible individual may file an Irrevocable Election Form with the Corporation within thirty (30) days after the date such individual first becomes eligible to participate in the Plan with respect to a percentage of the Incentive Award represented by a fraction, the numerator of which is the number of days remaining in the Performance Period after the election is made and the denominator of which is the total number of days in the Performance Period.

4.Irrevocability of Deferral Election. Except to the extent expressly provided under the Plan or permitted under Code Section 409A and the Regulations promulgated thereunder, the provisions of the Irrevocable Election Form relating to an election to defer the Incentive Award and the selection of the time and manner of payment of the Incentive Award Deferrals shall be irrevocable as of the last date on which such Irrevocable Election Form may be submitted in accordance with Article III(A).

E.Subsequent Elections. A Participant is not permitted to make a subsequent election with respect to the timing or form of payment of any Compensation deferred under this Plan pursuant to an Irrevocable Election Form that has become irrevocable in accordance with Article III(D)(4) above.

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ARTICLE IV

DEFERRED INCENTIVE AWARD ACCOUNTS
AND INVESTMENT OF DEFERRED INCENTIVE AWARD

A.Deferred Incentive Award Accounts.  The Plan Administrator shall establish a book reserve account in the name of each Participant.  As soon as is administratively feasible following the date the Incentive Award subject to an Irrevocable Election Form would otherwise be paid to the Participant, the Plan Administrator shall credit the amount of the Incentive Award being deferred to the Participant’s Account.

B.Earnings and Charges on Accounts.  At the time a Participant submits an Irrevocable Election Form, and from time to time thereafter at intervals to be determined by the Plan Administrator, the balance of each Participant’s Account, and any earnings and dividends thereon shall be deemed invested in Comerica Stock.

The Corporation shall be under no obligation to acquire any Comerica Stock to fund this Plan, and any investment actually made by the Corporation with Incentive Award Deferrals will be acquired solely in the name of the Corporation, and will remain the sole property of the Corporation, except to the extent held in a Trust.

From time to time, at intervals to be determined by the Committee, but not less than once annually, each Participant’s Account shall be credited with earnings or charged with losses resulting from the deemed investment of the Incentive Award Deferrals credited to the Account as though the Incentive Award Deferrals had been hypothetically invested in Comerica Stock, and shall be charged with any distributions, any federal and state income tax withholdings, any social security tax as may be required by law and by any further amounts, including administrative fees and expenses, the Employer is either required to withhold or determines are appropriate charges to such Participant’s Account.

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C.Contribution of Incentive Award Deferrals to Trust.  In the sole discretion of the Corporation, all or any portion of the Incentive Award Deferrals credited to any Participant’s Account may be contributed to a Trust established by the Corporation in connection with the Plan.  No Participant or Beneficiary shall have the right to direct or require that the Corporation contribute the Participant’s Incentive Award Deferrals to the Trust.  Any Incentive Award Deferrals so contributed shall be held, invested and administered to provide benefits under the Plan except as otherwise required in the agreement governing the Trust.

D.Insulation from Liability.  The Corporation agrees to indemnify and to defend, to the fullest extent permitted by law, any person serving as a member of the Committee or as the Plan Administrator (including any employee or former employee who formerly so served) who is, or is threatened to be made, a named defendant or respondent in a proceeding because of such person’s status as a member of the Committee or the Plan Administrator against any costs (including reasonable attorneys’ fees)  or liability, unless attributable to such individual’s own fraud or willful misconduct.

E.Ownership of Incentive Award Deferrals. Title to and beneficial ownership of any assets, of whatever nature, which may be credited to any Account shall at all times remain with the Corporation, and no Participant or Beneficiary shall have any property interest whatsoever in any specific assets of the Corporation by reason of the establishment of the Plan nor shall the rights of any Participant or Beneficiary to payments under the Plan be increased by reason of the Corporation’s contribution of Incentive Award Deferrals to the Trust.  The rights of each Participant and Beneficiary hereunder shall be limited to enforcing the unfunded, unsecured promise of the Corporation 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.  Participants and Beneficiaries shall not be deemed to be parties to any trust agreement the Corporation enters into with the Trustee.

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F.Adjustment of Accounts Upon Changes In Capitalization.  In the event the number of outstanding shares of Comerica Stock changes as a result of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, spin-off, liquidation or other similar change in capitalization, or any distribution made to common stockholders other than cash dividends, the number or kind of shares of Comerica Stock in which Accounts are deemed to be invested shall be automatically adjusted, and the Plan Administrator shall be authorized to make such other equitable adjustment of any Account, so that the value of the Account shall not be decreased by reason of the occurrence of such event.  Any such adjustment shall be conclusive and binding.

ARTICLE V

DISTRIBUTION OF INCENTIVE AWARD DEFERRALS

A.In General.  The Incentive Award Deferrals shall be paid to the Participant or to the Participant’s Beneficiary as follows:

1.Separation from Service Following Retirement.  If the Participant’s Separation from Service occurs on or after the date on which the Participant qualifies for Retirement, the Corporation shall distribute, or commence to distribute, (or instruct the Trustee to distribute or to commence to distribute) within ninety (90) days following such Participant’s Separation from Service, the balance of the Participant’s Account in Comerica Stock to the Participant or, if applicable, the Participant’s Beneficiary in any manner described below that is specified in the applicable Irrevocable Election Form:  (i) a single lump sum; (ii) five (5) annual installments; (iii) ten (10) annual installments; or (iv) fifteen (15) annual installments. Notwithstanding the preceding sentence, in the case of a Specified Employee, distributions will be delayed until the first business date that is six (6) months after the date of such Specified Employee’s Separation from Service (or, if earlier, the date of death of the Specified Employee).

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Installment payments shall be calculated by multiplying the Participant’s Account balance on the date of determination by a fraction, the numerator of which is one (1) and the denominator of which is the number of years over which the benefits will be paid, as specified in the applicable Irrevocable Election Form, less the number of years elapsed in such period on the date of the determination.  The value of the Participant’s Account shall be determined based upon the closing price of the Common Stock on the trading day immediately prior to the distribution of the installment payment or Account balance.

2.Death or Separation from Service Prior to Retirement.  If a Participant dies or has a Separation from Service prior to the date on which he qualifies for Retirement (unless such Separation from Service is due to the Participant’s Disability), then notwithstanding the manner specified in the applicable Irrevocable Election Form, the Corporation shall distribute (or direct the Trustee to distribute) the balance of the Participant’s Account in Comerica Stock to the Participant or, if applicable, to the Participant’s Beneficiary in a single lump sum distribution within ninety (90) days following the date of the Participant’s death or Separation from Service, whichever is applicable.  Notwithstanding the preceding sentence, in the case of a Specified Employee, payment will be delayed until the first business date that is six (6) months after the date of such Specified Employee’s Separation from Service (or, if earlier, the date of such Specified Employee’s death).

3.Disability Prior to Retirement.  If the Participant’s Separation from Service occurs prior to the date on which he qualifies for Retirement and is due to the Participant’s Disability, the Corporation shall distribute, or commence to distribute, (or instruct the Trustee to distribute or to commence to distribute) within ninety (90) days following such Separation from Service, the balance of the Participant’s Account in Comerica Stock to the Participant or, if applicable, to the Participant’s legal

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representative in such manner as is specified in the applicable Irrevocable Election Form.

4.Death of Participant Prior to End of Installment Distribution Period.  If the Participant dies after the commencement of installments hereunder but prior to the distribution of his or her entire Account, then notwithstanding the manner of distribution specified in the applicable Irrevocable Election Form, the Corporation shall distribute (or direct the Trustee to distribute) the balance of the Participant’s Account in Comerica Stock to the Participant’s Beneficiary in a single lump sum distribution within ninety (90) days following the date of the Participant’s death.

5.Effect of Unforeseeable Emergency.  In the event of an Unforeseeable Emergency involving a Participant, the Committee may, in its sole discretion:

a.direct a single distribution of Comerica Stock to the Participant from the Participant’s Account, within ninety (90) days following such Unforeseeable Emergency,  with a value not to exceed the amount reasonably necessary to cover the emergency, plus amounts necessary to pay any Federal, state, local or foreign income taxes anticipated as a result of the distribution.  However, no distribution will be made on account of an Unforeseeable Emergency to the extent that such emergency is or may be relieved (i) through reimbursement or compensation from insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not  itself cause severe financial hardship, or (iii) by cessation of deferrals under Article V(A)(5)(b).  The determination of the amount reasonably necessary to cover the emergency must take into account additional compensation that is available by cancellation of a deferral election pursuant to Article V(A)(5)(b); and/or

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b.cancel a future deferral election with respect to  the amount necessary, in the judgment of the Committee, to alleviate the financial hardship occasioned by the Unforeseeable Emergency.

Any Participant desiring a distribution on account of an Unforeseeable Emergency, shall submit to the Committee a written request that sets forth in reasonable detail the Unforeseeable Emergency that would cause the Participant severe financial hardship, and the amount the Participant believes to be necessary to alleviate the financial hardship.  If a Participant receives a hardship distribution under this Article V(A)(5) and/or under the Comerica Incorporated Preferred Savings Plan, the Irrevocable Election Form submitted hereunder by or on behalf of the Participant shall be automatically cancelled.  Any Participant who receives a hardship distribution or whose deferral election is cancelled hereunder shall not again be eligible to submit a deferral election until the next enrollment period after the calendar year in which the hardship distribution is made or the Irrevocable Election Form is cancelled.

6.Distributions of Small Amounts.  If, at the time an installment distribution of a Participant’s Account is scheduled to commence, the fair market value of such Account does not exceed $5,000, then notwithstanding an election by the Participant to receive distribution of such Account in installments, the balance of such Account shall be distributed to the Participant in a lump sum distribution on or about the date the first installment is scheduled to be made.

7.Change in Control.  If a Participant incurs a Separation from Service within sixty (60) days following a Change in Control, then, notwithstanding the time and manner of distribution specified in the applicable Irrevocable Election Form, the Corporation shall distribute (or direct the Trustee to distribute) the balance of the Participant’s Account, in cash, to the Participant or, if applicable, to the Participant’s Beneficiary or legal representative, in a single lump sum distribution within the ninety

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(90)-day period following the date of such Separation from Service.  Notwithstanding the foregoing, if the Participant is a Specified Employee on the date of his Separation from Service, the balance of the Participant’s Account shall be distributed, in cash, in a single lump sum distribution on the first business date that is six months after the date of such Participant’s Separation from Service (or, if earlier, the date of such Participant’s death).

8.Distribution in the Event of Income Inclusion Under Code Section 409A.  If any portion of a Participant’s Account is required to be included in income by the Participant prior to receipt due to a failure of this Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the portion of his or her Account required to be included in income as a result of the failure of the Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, or (ii) the balance of the Participant’s Account.

9.Distribution Necessary to Satisfy Applicable Tax Withholding.  If an Employer is required to withhold amounts to pay the Participant’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to amounts that are or will be paid to the Participant under the Plan before they otherwise would be paid, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of:  (i) the amount in the Participant’s Account or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.

10.Delay in Payments Subject to Code Section 162(m).  In the event the Corporation reasonably anticipates that if the payment of benefits as specified hereunder would result in the loss of the Corporation’s Federal income tax deduction with respect to

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such payment due to the application of Code Section 162(m), the Committee may delay the payment of all such benefits under this Article V until (i) the first taxable year in which the Corporation reasonably anticipates, or should reasonably anticipate, that if the payment were made during such year, the deduction of such payment would not be barred by application of Code Section 162(m) or (ii) during the period beginning with the date of the Participant’s Separation from Service (or, for Specified Employees, the first business date that is six (6) months after the date of the Participant’s Separation from Service) and ending on the later of (A) the last day of the taxable year of the Corporation which includes such date or (B) the 15th day of the third month following the date of the Participant’s Separation from Service (or, for Specified Employees, the first business date that is six (6) months after the date of the Participant’s Separation from Service).

11.Delay for Payments in Violation of Federal Securities Laws or Other Applicable Law.  In the event the Corporation reasonably anticipates that the payment of benefits as specified hereunder would violate Federal securities laws or other applicable law, the Committee may delay the payment under this Article V until the earliest date at which the Corporation reasonably anticipates that making of such payment would not cause such violation.

12.Delay for Insolvency or Compelling Business Reasons.  In the event the Corporation determines that the making of any payment of benefits on the date specified hereunder would jeopardize the ability of the Corporation to continue as a going concern, the Committee may delay the payment of benefits under this Article V until the first calendar year in which the Corporation notifies the Committee that the payment of benefits would not have such effect.

13.Administrative Delay in Payment.  The payment of benefits hereunder shall begin at the date specified in accordance with the provisions of the foregoing paragraphs of this Article V; provided that, in the case of administrative necessity, the

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payment of such benefits may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made.  Further, if, as a result of events beyond the control of the Participant (or following the Participant’s death, the Participant’s Beneficiary), it is not administratively practicable for the Plan Administrator to calculate the amount of benefits due to Participant as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

14.No Participant Election.  Notwithstanding the foregoing provisions, if the period during which payment of benefits hereunder will be made occurs, or will occur, in two calendar years, the Participant shall not be permitted to elect the calendar year in which the payment shall be made.

B.Designation of Beneficiary.  A Participant shall deliver to the Corporation a written designation of Beneficiary(ies) under the Plan, which designation may be amended or revoked from time to time, without notice to, or consent of, any previously designated Beneficiary.

1.Beneficiary Designation Must be Filed Prior to Participant’s Death.  No designation of Beneficiary, and no amendment or revocation thereof, shall become effective if delivered to the Corporation after such Participant’s death, unless the Committee shall determine such designation, amendment or revocation to be valid.

2.Absence of Beneficiary.  In the absence of an effective designation of Beneficiary, or if no Beneficiary designated shall survive the Participant, then the balance of the Participant’s Account shall be paid to the Participant’s estate.

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ARTICLE VI

AMENDMENT OR TERMINATION

A.Amendment of Plan.  This Plan may be amended at any time in the sole discretion of the Committee or the Board, by written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder.  No such amendment shall affect the time of distribution of any Incentive Awards earned prior to the effective date of such amendment except as the Committee or the Board may determine to be necessary to carry out the purpose of the Plan.  In addition, no such amendment shall make the Trust revocable.

B.Termination of Plan.  The Plan may be terminated at any time in the sole discretion of the Committee or the Board by a written instrument executed by its members.  Following the termination of the Plan, the Participants’ Accounts may be liquidated in accordance with one of the following:

1.the termination and liquidation of the Plan within twelve (12)  months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

2.the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change in Control; provided that all Aggregated Plans

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are terminated and liquidated with respect to each Participant that experienced the Change in Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;

3.the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.

ARTICLE VII

AUDITING OF ACCOUNTS AND STATEMENTS TO PARTICIPANTS

A.Auditing of Accounts.  The Plan shall be audited from time to time as directed by the Committee by auditors selected by the Committee.

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

C.Fees and Expenses of Administration.  Accounts of Participants shall be charged for fees of the Trustee and expenses of administration of the Plan.

D.Noncompliance.  If this Plan fails to meet the requirements of, or fails to be operated in accordance with, Code Section 409A and the Regulations promulgated thereunder, Incentive Awards deferred for a Participant under this Plan and any Aggregated Plan (and all earnings thereon) with respect to such Participant are includible in the Participant’s gross income for the taxable year in which they were earned to the extent they are not subject to a “substantial risk of forfeiture” and not previously included in such Participant’s gross income.  The amount of tax owed by the Participant shall be increased by the amount of interest at the underpayment rate, plus 1%.  A 20% excise tax on the amount required to be included in the Participant’s income will also be assessed.  The Corporation intends for the Plan to be operated in accordance with all applicable laws, but in the event that the Plan fails to meet the requirements or fails to be operated in accordance with applicable laws, the Corporation will not be responsible for any assessment of income tax, late fee, and/or excise tax.  Such amounts will solely be the responsibility of each affected Participant.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

A.Vesting of Accounts.  Each Participant shall be fully vested in his or her Account.

B.Prohibition Against Assignment.  Benefits payable to Participants and their Beneficiaries under the Plan may not be anticipated, assigned (either at law or in equity), alienated, sold, transferred, pledged or encumbered in any manner, nor may they be subjected to attachment, garnishment, levy, execution or other legal or equitable process for the debts, contracts, liabilities, engagements or acts of any Participant or Beneficiary.  It will not, however,

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be deemed a violation of this Article VIII(B) to comply with a domestic relations order, pursuant to procedures established by the Committee.

C.No Employment Contract.  Nothing in the Plan is intended to be construed, or shall be construed, as constituting an employment contract between the Employer and any Participant nor shall any Plan provision affect the Employer’s right to discharge any Participant for any reason or for no reason.

D.Successors Bound.  An Irrevocable Election Form submitted by or on behalf of a Participant 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 Beneficiaries, heirs, executors, administrators and other legal representatives.

E.Prohibition Against Loans.  The Participant may not borrow any Incentive Award Deferrals from the Corporation (or the Trust) nor utilize his or her Account as security for any loan from the Employer.

F.Administration By Committee.  Responsibility for administration of 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(s).  This includes the power and authority to comply with the withholding and reporting requirements of Code Section 409A and the Regulations promulgated thereunder.  To the extent the Committee has delegated authority concerning a matter to the Plan Administrator(s), any reference in the Plan to the “Committee” insofar as it pertains to such matter, shall refer likewise to the Plan Administrator(s).

G.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 and also in accordance with Code Section 409A and the Regulations promulgated thereunder.  It is the intention of the Corporation that the Plan established hereunder be “unfunded” for income tax

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purposes and for purposes of Title I of ERISA, and the provisions hereof shall be construed in a manner to carry out that intention.

H.Power to Interpret.  This Plan shall be interpreted and effectuated to comply with the applicable requirements of ERISA, the Code and other applicable tax law principles; and all such applicable requirements are hereby incorporated herein by reference.  Subject to the above, the Committee shall have the sole and absolute discretion to construe and interpret this Plan, including but not limited to all provisions of this Plan relating to eligibility for benefits and the amount, manner and time of payment of benefits, any such construction and interpretation by the Committee and any action taken thereon in good faith by the Plan Administrator(s) to be final and conclusive upon any affected party.  The Committee shall also have the sole and absolute discretion to correct any defect, supply any omission, or reconcile any inconsistency in such manner and to such extent as the Committee shall deem proper to carry out and put into effect this Plan; and any construction made or other action taken by the Committee pursuant to this Article VIII(H) shall be binding upon such other party and may be relied upon by such other party.

I.Compliance & Severability.  It is the Corporation’s intent to comply with all applicable tax and other laws, including Code Section 409A and the Regulations promulgated thereunder, so that all rights under the Plan will be limited as necessary in the judgment of the Committee to conform therewith.  Therefore, consistent with the effectuation of the purposes hereof, 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.

J.Claims Procedures.  Any claim for benefits under the Plan, must be made pursuant to ERISA claims procedures, a copy of which is attached as Exhibit B.

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K.Effective Date.  The effective date of this amendment and restatement shall be December 31, 2008, except as otherwise expressly stated herein.

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EXHIBIT A

CHANGE OF CONTROL

A.For the purpose of this Plan, a “Change of Control” shall mean:

1.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection 1, the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection A.3. of this Exhibit A; or

2.Individuals who, as of the date hereof, constitute the Corporation’s Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result

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of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

3.Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Corporation’s assets (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a

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majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

4.Approval by the Corporation’s stockholders of a complete liquidation or dissolution of the Corporation.

B.With respect to any Award subject to Section 409A of the Code, and for purposes of Section B of Article VI, the definition of “Change of Control” shall mean:

1.any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation;

2.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) ownership of stock of the Corporation possessing 30% or more of the total voting power of the stock of the Corporation;

3.a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

4.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) assets from the Corporation that have a total gross fair market value equal to or more than 40% of the total gross

A-3

fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.

The determination of whether a Change of Control has occurred under this Section B of Exhibit A shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

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EXHIBIT B

CLAIM REVIEW PROCEDURES

I.Claims Based on Determination of Disability

a.Claim for Benefits.  In the event that a Participant or Beneficiary is denied a claim for benefits under this Plan that is based on a finding of Disability, the Plan Administrator will, within a reasonable period of time, but not later than forty-five (45) days after its receipt of the claim, provide the claimant a written statement, which shall be delivered or mailed to the claimant by certified or registered mail to his last known address, and which shall contain the following:

(1)the specific reason or reasons for the denial of benefits;

(2)a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(3)a description of any additional material or information that is necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(4)an explanation of the Plan’s review procedures and the time limits applicable to such procedures, as provided below, including a statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended, following an adverse benefit determination on review;

(5)if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the claimant upon request; and

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(6)if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

In the event that the Plan Administrator determines that an extension is necessary due to matters beyond the control of the Plan, the Plan Administrator will provide the claimant with the written statement described above not later than seventy-five (75) days after receipt of the claimant’s claim, but, in that event, the Plan Administrator will furnish the claimant, within forty-five (45) days after its receipt of the claim, written notification of the extension explaining the circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision.  If, prior to the end of the first thirty (30)-day extension, the Plan Administrator determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional thirty (30) days, provided that the Plan Administrator notifies the claimant, prior to the expiration of the first thirty (30)-day extension period, of the circumstances requiring the extension and the date as of which the Plan Administrator expects to render a decision.  In the case of any extension under this paragraph, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least forty-five (45) days within which to provide the specified information.

b.Appeals.  Within one hundred eighty (180) days after receipt of a notice of a denial of benefits as provided above, if the claimant disagrees with the denial of benefits, the claimant or his authorized representative may request, in writing, a review of his claim by one or more fiduciaries appointed by the Plan Administrator to conduct a review of the claim.  The

B-2

claimant or his authorized representative may request to appear before the appointed fiduciary for the review. The claimant will be given the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits.  The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, as provided in Department of Labor regulations.  In conducting its review, the fiduciary will consider all comments, documents, records, and other information relating to the claim submitted by the claimant or his authorized representative, whether or not such information was submitted or considered in the initial benefit determination.

The review will not afford deference to the initial adverse benefit determination and will be conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of that individual.  If the adverse benefit determination is based in whole or in part on a medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate, the appropriate named fiduciary will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment.  The health care professional will be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual.  Any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination will be identified upon written request by the claimant or his authorized representative, without regard to whether the advice was relied upon in making the benefit determination.

Within a reasonable period of time, but not later than forty-five (45) days after receipt of a written application for review of his claim, the fiduciary will notify the claimant of the decision on review by delivery or by certified or registered mail to his last known address; provided,

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however, in the event that special circumstances require an extension of time for processing such application, the fiduciary will notify the claimant of the decision not later than ninety (90) days after receipt of such application, but, in that event, the fiduciary will furnish the claimant, within forty-five (45) days after its receipt of the application, written notification of the extension explaining the circumstances requiring the extension and the date that it is anticipated that the decision will be furnished. The decision will be in writing and will include the specific reasons for the decision presented in a manner calculated to be understood by the claimant and will contain reference to all relevant Plan provisions on which the decision was based, as well as a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and a statement of the claimant’s right to bring an action under Section 502(a) of the Employee Retirement Income Security Act of 1974. The notification will also include:  (i)  if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request;  and (ii)  if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.  The decision will be final and conclusive.

2.Claims Not Based on Determination of Disability.

a.Claim for Benefits.  In the event that a Participant or Beneficiary is denied a claim for benefits under this Plan, other than a claim based on a determination of Disability, the Plan Administrator will, within a reasonable period of time, but not later than ninety (90) days after its

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receipt of the claim, provide the claimant a written statement, which shall be delivered or mailed to the claimant by certified or registered mail to his last known address, and which will contain the following:

(1)the specific reason or reasons for the denial of benefits;

(2)a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(3)a description of any additional material or information that is necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4)an explanation of the review procedures and the time limits applicable to such procedures, as provided below, including a statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974 following an adverse benefit determination on review.

In the event that the Plan Administrator determines that an extension is necessary due to matters beyond the control of the Plan, the Plan Administrator will provide the claimant with the written statement described above not later than one hundred eighty (180) days after receipt of the claimant’s claim, but, in that event, the Plan Administrator will furnish the claimant, within ninety (90) days after its receipt of the claim, written notification of the extension explaining the special circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision.

b.Appeals.  Within sixty (60) days after receipt of a notice of a denial of benefits as provided above, if the claimant disagrees with the denial of benefits, the claimant or his authorized representative may request, in writing, that the Plan Administrator review his claim and may request to appear before the Plan Administrator for the review. The claimant will be given the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits.  The claimant will be provided, upon request and free of

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charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, as provided in Department of Labor regulations.  In conducting its review, the Plan Administrator will consider all comments, documents, records, and other information relating to the claim submitted by the claimant or his authorized representative, whether or not such information was submitted or considered in the initial benefit determination.

Within a reasonable period of time, but not later than sixty (60) days after receipt by the Plan Administrator of a written application for review of his claim, the Plan Administrator will notify the claimant of its decision on review by delivery or by certified or registered mail to his last known address; provided, however, in the event that special circumstances require an extension of time for processing such application, the Plan Administrator will so notify the claimant of its decision not later than one hundred twenty (120) days after receipt of such application, but, in that event, the Plan Administrator will furnish the claimant, within sixty (60) days after its receipt of such application, written notification of the extension explaining the special circumstances requiring the extension and the date that it is anticipated that its decision will be furnished. The decision of the Plan Administrator will be in writing and will include the specific reasons for the decision presented in a manner calculated to be understood by the claimant and will contain reference to all relevant Plan provisions on which the decision was based, as well as a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and a statement of the claimant’s right to bring an action under Section 502(a) of the Employee Retirement Income Security Act of 1974.  The decision of the Plan Administrator will be final and conclusive.

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EX-10.22

Exhibit 10.22

Amended and Restated as of December 31, 2008

Governance, Compensation and Nominating Committee Approval: November 18, 2008

Board Approval: November 18, 2008

AMENDED AND RESTATED COMERICA INCORPORATED

NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

AMENDED AND RESTATED COMERICA INCORPORATED
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

TABLE OF CONTENTS

SECTION I	PURPOSE	1
SECTION II	DEFINITIONS	1
SECTION III	ELIGIBILITY	3
SECTION IV	PROCEDURES RELATING TO DEFERRALS	3
SECTION V	CREDITING AND ADJUSTING ACCOUNTS	4
SECTION VI	DISTRIBUTION OF DEFERRED FEES	6
SECTION VII	DESIGNATION OF BENEFICIARY	9
SECTION VIII	AMENDMENT AND TERMINATION	9
SECTION IX	MISCELLANEOUS PROVISIONS	10

i

AMENDED AND RESTATED COMERICA INCORPORATED
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

SECTION I
PURPOSE

The purpose of the Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (the “Plan”) is to allow Eligible Directors to defer their Director Fees, under the conditions provided herein, into an Investment Fund Unit Account.  Eligible directors of the Corporation, directors of any Subsidiary or directors of any Advisory Board may defer all or any portion of their Director Fees into an Investment Fund Unit Account, as requested by such director.

The Plan was originally established as the “Comerica Incorporated Plan for Deferring the Payment of Director’s Fees.”  In 1997, such plan was amended and restated as the “Comerica Incorporated Director Fee Deferral Plan.”  Then on May 21, 1999, the plan was divided into two plans, one of which became the “Comerica Incorporated 1999 Discretionary Director Fee Deferral Plan,” and which was subsequently amended and restated on November 26, 2002 as the “Comerica Incorporated Director Fee Deferral Plan,” and on January 27, 2004 as the “Comerica Incorporated Non-Employee Director Fee Deferral Plan”.(1)  Subsequently, on November 18, 2008, the Plan was amended and restated, effective December 31, 2008, to accurately reflect its administration and to comply with the requirements of Code Section 409A.

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 or unit of the Corporation.

B.“Aggregated Plan” means all agreements methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.

(1) The second plan which resulted from the division was named the “Comerica Incorporated 1999 Common Stock Director Fee Deferral Plan,” which was amended and restated on November 26, 2002 as the “Comerica Incorporated Common Stock Director Fee Deferral Plan” and was further amended and restated on January 27, 2004 as the “Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan” and again amended and restated, effective November 18, 2008.

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C.“Beneficiary(ies)” means such individual(s) or entity(ies) designated on the most recent valid Beneficiary Designation Form that the Participant has properly submitted to the Corporation or in accordance with Section VII of this Plan, if there is no valid Beneficiary designation.

D.“Beneficiary Designation Form” is the form used to designate the Participant’s Beneficiary(ies), as modified by the Plan Administrator or the Committee from time to time.

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

F.“Committee” means the Governance, Compensation 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.“Corporation” means Comerica Incorporated, a Delaware corporation, and its successors and assigns.

H.“Deferral Election Form” is the form used to defer the payment of unearned Director Fees timely submitted by a Participant, as modified by the Plan Administrator or the Committee from time to time.

I.“Director Fees” means the fees paid in connection with the performance of duties as an Eligible Director, including attendance fees, retainer fees and fees for serving as chair or vice-chair of any committee of the board of the Corporation or its Subsidiaries or an Advisory Board.

J.“Eligible Director” means a director of the Corporation, a Subsidiary or Advisory Board who is not an employee of the Corporation or any Subsidiary.

K.“Investment Fund Unit” means a unit equivalent to a fund share that is maintained for the benefit of a Participant in an Investment Fund Unit Account of such Participant.

L.“Investment Fund Unit Account” means an account established under Section V of this Plan, solely for bookkeeping purposes, in the name of each Participant to record those Director Fees that have been deferred to such account and the earnings thereon.

M.“Participant” means an Eligible Director for whom an Investment Fund Unit Account is maintained under the Plan.

N.“Plan” means the Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan, the provisions of which are set forth herein, as it may be further amended and restated from time to time.

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O.“Plan Administrator” means one or more individuals appointed by the Committee to handle the day-to-day administration of the Plan.

P.“Regulations” means the Treasury Regulations promulgated under the Code.

Q.“Retirement” means the date of the next annual shareholder’s meeting of the Corporation immediately following the Director’s 70th birthday.

R.“Subsidiary” means any corporation, partnership or other entity, a majority of whose stock or interests is or are owned by the Corporation.

S.“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  This definition shall be construed in a manner that is consistent with Code Section 409A and the Regulations promulgated thereunder.

SECTION III
ELIGIBILITY

Each Eligible Director shall be eligible to participate in the Plan.

SECTION IV
PROCEDURES RELATING TO DEFERRALS

A.Deferral of Director Fees.  Eligible Directors may defer any portion (0% - 100%) of their Director Fees under this Plan.

1.Deferral Period. Director Fees may be deferred pursuant to this Section IV(A) for the period specified by the Eligible Director or Participant in a Deferral Election Form.  The minimum deferral period for Director Fees deferred pursuant to this Section IV(A) shall be the lesser of the number of years remaining before Retirement, as defined in Section II(R), or five (5) years from the date of service for which the Director Fees became payable, notwithstanding the deferral election under this Plan.  With respect to a Director whose service commences during a calendar year, the deferral period with respect to Director Fees earned during such year shall include the full calendar year in which his or her services commence.

2.Deferred Director Fees.  Once Director Fees are deferred under this Plan, the Participant may not receive distributions of such deferred amounts, except in accordance with Section VI of this Plan.

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B.Deferral Procedures.  Any Eligible Director wishing to defer Director Fees must submit a Deferral Election Form to Human Resources, Compensation, Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201 or to such other unit or person as designated by the Committee from time to time, within the time frame permitted by the Plan Administrator, which shall in no event be later than the last business date preceding 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 Form with respect to unearned Director Fees within thirty (30) days of his or her appointment or election.  A deferral election pursuant to this Plan may cover all or a portion (0% - 100%) of the Director Fees which may be deferred, and shall designate into which investment fund and in what proportions the Director Fees should be recorded.

In the event a Participant does not indicate an appropriate minimum deferral period in a Deferral Election Form, such Participant’s applicable Director Fees shall be deferred for a period of five (5) years from the date of service for which the Director Fees became payable, notwithstanding the deferral election under this Plan.  If a Participant does not indicate the method of deferral, such Director Fees shall be paid out in a single lump sum at the end of the deferral period.

C.Modifications/Irrevocability.  The Participant’s deferral election shall remain in effect with respect to all unearned Director Fees unless the Participant modifies such election prior to the date on which the election becomes irrevocable with respect to such fees. Except to the extent expressly provided under the Plan or permitted under Code Section 409A and the Regulations promulgated thereunder, the provisions of the Deferral Election Form relating to an election to defer Director Fees and the selection of the deferral period and manner of payment of the deferrals shall be irrevocable as of the last date on which such Deferral Election Form may be submitted in accordance with Article IV(B).  If a director has submitted a Deferral Election Form relating to Director Fees to be earned in the future, he or she may modify or cancel such election by submitting a new Deferral Election Form at any time prior to the date on which such election is irrevocable with respect to such fees.

D.Subsequent Elections.  A Director is not permitted to make a subsequent election with respect to the timing or form of payment of any Director Fees deferred under this Plan pursuant to a Deferral Election Form that has become irrevocable in accordance with Article IV(C)above.

SECTION V
CREDITING AND ADJUSTING ACCOUNTS

A.Value of Investment Fund Unit Account.  Director Fees which have been deferred under this Plan, and deemed earnings thereon, shall be credited to Investment Fund Unit Accounts created by and recorded on the books of the Corporation from time to time.  Each Investment Fund Unit Account shall be adjusted as follows:

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1.Each Participant’s Investment Fund Unit Account shall be deemed to be invested in one or more of the investment funds offered for investment and designated by such Participant in the manner determined by the Plan Administrator.  In the event the Corporation purchases investment fund shares on the open market that may be used for meeting its obligations to provide benefits under this Plan, whether such shares are held in a rabbi trust established in the Corporation’s sole and absolute discretion for its own benefit to fund the Corporation’s obligations under this Plan or otherwise held in the Corporation’s own name or for its own account (as general assets of the Corporation), the purchase price for Investment Fund Units shall be the actual price of the corresponding shares purchased by the Corporation on the open market, provided such purchase(s) occurs within forty (40) business days of the date the Director Fees would have otherwise been paid to the director had they not been deferred.  The Investment Fund Unit Accounts of Participants deferring fees from the same annual retainer payment or the same meeting will be credited on the same basis (e.g., by averaging prices) if investment fund shares are purchased on different days.  No Participant shall have any right to vote any shares of the investment funds held in the rabbi trust or otherwise owned by the Corporation in respect of its obligations hereunder.

In the event that the Corporation has not purchased shares on the open market that may be used for meeting its obligations to provide benefits under this Plan, the purchase price for Investment Fund Units under this Plan shall be based upon the closing price for the corresponding investment fund shares on the exchange on which the relevant investment fund is listed or the market on which such investment fund is traded on the day that the Director Fees would have otherwise been paid to the Participant had they not been deferred.

2.A Participant’s Investment Fund Unit Account shall be charged each business day with any distributions made on such day.  Such Investment Fund Unit Account shall also be credited with deemed earnings, gains and losses each business day, using the closing price for the designated investment fund on the exchange on which such investment fund is listed or the market on which such investment fund is traded as of the most recent prior trading day.  Dividends shall be deemed to be reinvested in like investment funds and shall be credited at the time actual dividends are paid, with the number of Investment Fund Units attributable to a dividend being calculated by dividing the dollar amount of the dividend by the closing price of a share of the designated investment fund on the dividend payment date; provided that if the Corporation, in its sole and absolute discretion, has established a rabbi trust for its own benefit to fund the Corporation’s obligations under this Plan, or otherwise purchased shares to be held in its own name, or for its own account (as general assets of the Corporation), that may be used for meeting its obligations to provide benefits under this Plan, then dividends shall be credited based on the purchase price(s) for the investment fund shares, as determined under Section V.A.1. above.  Finally, a Participant’s Investment Fund Unit Account shall be credited with the amount, if any, of Director Fees deferred and designated to be credited to such

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account during each quarter, or on a more frequent basis if deemed appropriate by the Committee.

B.Reallocation of Existing Account Balances.  Each Participant may reallocate all or a portion of his or her existing Investment Fund Unit Account to an alternate investment fund or funds, as an investment option with respect to existing deferred Director Fees, in the manner designated by the Corporation for this purpose. To the extent the Corporation has purchased investment fund shares on the open market that may be used for meeting its obligations to provide benefits under this Plan, whether such shares are held in a rabbi trust established in the Corporation’s sole and absolute discretion for its own benefit to fund the Corporation’s obligations under this Plan or otherwise held in the Corporation’s own name or for its own account (as general assets of the Corporation), (1) 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, and (2) no transfers between investment options will be allowed if prohibited by the rules applicable to the particular investment fund from or to which a transfer is to be made or by rules adopted by the Plan Administrator and communicated to the Participants.

C.Reallocation of Future Deferral Elections.  Each Participant may reallocate all or a portion of his or her Investment Fund Unit Account to change prospectively the percentage(s) of an investment and/or designate an alternate investment fund or funds, as an investment option with respect to future deferred Director Fees in the manner designated by the Corporation for this purpose.  To the extent the Corporation purchases investment fund shares on the open market that may be used for meeting its obligations to provide benefits under this Plan, whether such shares are held in a rabbi trust established in the Corporation’s sole and absolute discretion for its own benefit to fund the Corporation’s obligations under this Plan or otherwise held in the Corporation’s own name or for its own account (as general assets of 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.

SECTION VI
DISTRIBUTION OF DEFERRED FEES

A.Time and Manner.  Subject to the provisions of Section IV of this Plan, distribution of the Participant’s Investment 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 Form.

1.Lump Sum Distributions.  If the Participant elects to receive a lump sum distribution, the Corporation shall make a single payment of the amounts subject to that election in the applicable Deferral Election Form in the calendar year following the calendar year in which the deferral period ends.  If a Participant fails to indicate a payment method, the Participant shall be deemed to have elected a lump sum distribution.

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2.Installment Distributions. If the Participant elects to receive installment distributions, the Corporation shall make installment payments of the amounts subject to that election in the applicable Deferral Election Form over a period of time as specified by the Participant on the applicable Deferral Election Form.  Installment payments shall commence in the calendar year following the calendar year in which the deferral period ends.  A Participant may choose an applicable installment period from the options designated by the Corporation on the Deferral Election Form, which shall not exceed ten (10) years from the date of distribution of the first installment.  The amount of each installment payment shall be determined by multiplying the amounts subject to such Deferral Election Form 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.

a.Less than $10,000. If, at the time an installment distribution of an Investment Fund Unit Account is scheduled to commence, the fair market value of all the Investment Fund Units in such Investment Fund Unit Account does not exceed $10,000, 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 lump sum, in cash. For purposes of this Section VI(A)(2)(a), the fair market value of an Investment Fund Unit shall be based on the closing price of the corresponding investment fund on the exchange on which such investment fund is listed or the market on which such investment fund is traded, on the trading day prior to the distribution of either the lump sum payment or installment payment.

B.Death.  Notwithstanding any other provision of the Plan, upon the death of a Participant, the remaining balance of his or her Investment Fund Unit Account shall be distributed in one lump sum to the Participant’s Beneficiary(ies) within ninety (90) days after the date of the Participant’s death.

C.Hardship Distributions.  In the event of an Unforeseeable Emergency prior to distribution of the entire balance of the Participant’s Investment Fund Unit Account, the Committee may, in its sole discretion, direct a distribution to the Participant, within ninety (90) days following such Unforeseeable Emergency, in an amount reasonably necessary, in the judgment of the Committee, to satisfy the financial hardship occasioned by the Unforeseeable Emergency, plus amounts necessary to pay any Federal, state, local or foreign income taxes anticipated as a result of the distribution or cancel a future deferral election with respect to the amount reasonably necessary, in the judgment of the Committee, to alleviate such financial hardship.  However, no distribution will be made on account of an Unforeseeable Emergency to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan.  Any Participant desiring a distribution under the Plan on account of an Unforeseeable Emergency shall submit to the Committee a written

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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.  Any Participant who receives a hardship distribution shall have his deferral election cancelled hereunder and shall not again be eligible to submit a deferral election until the next enrollment period after the calendar year in which the hardship distribution is made.

D.Distribution in the Event of Income Inclusion Under Code Section 409A.  If any portion of a Participant’s Investment Fund Unit Account is required to be included in income by the Participant prior to receipt due to a failure of this Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the portion of the Participant’s Investment Fund Unit Account required to be included in income as a result of the failure of the Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, or (ii) the balance of the Participant’s Investment Fund Unit Account.

E.Delay for Payments in Violation of Federal Securities Laws or Other Applicable Law.  In the event the Corporation reasonably anticipates that the payment of benefits as specified hereunder would violate Federal securities laws or other applicable law, the Committee may delay the payment under this Section VI until the earliest date at which the Corporation reasonably anticipates that making of such payment would not cause such violation.

F.Delay for Insolvency or Compelling Business Reasons.  In the event the Corporation determines that the making of any payment of benefits on the date specified hereunder would jeopardize the ability of the Corporation to continue as a going concern, the Committee may delay the payment of benefits under this Section VI until the first calendar year in which the Corporation notifies the Committee that the payment of benefits would not have such effect.

G.Administrative Delay in Payment.  The payment of benefits hereunder shall begin at the date specified in accordance with the provisions of the foregoing paragraphs of this Section VI; provided that, in the case of administrative necessity, the payment of such benefits may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made.  Further, if, as a result of events beyond the control of the Participant (or following the Participant’s death, the Participant’s Beneficiary), it is not administratively practicable for the Plan Administrator to calculate the amount of benefits due to Participant as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

H.No Participant Election.  Notwithstanding the foregoing provisions, if the period during which payment of benefits hereunder will be made occurs, or will occur, in

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two calendar years, the Participant shall not be permitted to elect the calendar year in which the payment shall be made.

SECTION VII
DESIGNATION OF BENEFICIARY

Upon becoming a Participant of the Plan, each director shall submit to Human Resources, Compensation, Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201  (or to such other unit or person as designated by the Committee from time to time) a Beneficiary Designation Form designating one or more Beneficiaries to whom distributions otherwise due the Participant, shall be made in a lump sum payment in the event of the Participant’s death before distribution of the Participant’s Investment Fund Unit Account has been completed.  A Beneficiary Designation Form will be effective only if it is signed by the Participant and submitted before the Participant’s death.  Any subsequent Beneficiary Designation Form properly submitted will supersede any previous Beneficiary Designation Form so submitted.  If a Participant designates a spouse as a Beneficiary, such designation shall automatically terminate and be of no effect following the divorce of the Participant and such individual, unless ratified in writing post-divorce.

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, the portion of the Investment Fund Unit Account that remains undistributed at the time of the Participant’s death shall be paid to the alternate Beneficiary(ies) who survive(s) 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 Form 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
AMENDMENT AND TERMINATION

A.Amendment of Plan.  This Plan may be amended at any time in the sole discretion of the Board or Committee, by a written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder.  No such amendment shall affect the time of distribution of any of the Incentive Awards earned prior to the time of such amendment except as the Committee may determine to be necessary to carry out the purpose of the Plan.

B.Termination of Plan.  The Plan may be terminated at any time in the sole discretion of the Board or Committee by a written resolution of its members. Following the termination of the Plan, the Investment Fund Unit Accounts may be liquidated in accordance with one of the following:

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1.the termination and liquidation of the Plan within twelve (12)  months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

2.the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a change in control event (as such term is defined in Section 1.409A-3(i)(5) of the Regulations; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the change in control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the date the Committee (or the Corporation, as the case may be) irrevocably takes all necessary action to terminate and liquidate such other Aggregated Plans;

3.the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (ii) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (iii) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (iv) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (iv) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.

SECTION IX
MISCELLANEOUS PROVISIONS

A.Participant Consent.  By electing to defer compensation pursuant to the Plan, Participants shall be deemed conclusively to have accepted and consented to all terms of the Plan as amended from time to time, and all actions or decisions made or to be made by the Corporation, the Board of Directors, the Committee or the Plan Administrator with regard to the Plan.  Such terms and consent shall also apply to,

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and be binding upon, the Beneficiaries, distributees and personal representatives and other successors in interest of each Participant.

B.Notice.  Any election made, or notice given by a Participant pursuant to the Plan shall be in writing to the Committee, or to such representative as may be designated by the Committee for such purpose.  Notice shall be deemed to have been made or given on the date received by the Committee or its designated representative.

C.Competency.  If the Committee determines that any person to whom a payment is due hereunder is a minor, or is adjudicated incompetent by reason of physical or mental disability, the Committee shall have the power to cause the payments becoming due to such person to be made to the legal guardian for the benefit of the minor or incompetent, without responsibility of the Corporation or the Committee to see to the application of such payment, unless prior to such payment claim is made therefore by a duly appointed legal representative.  Payments made pursuant to such power shall operate as a complete discharge of the Corporation, the Board of Directors and the Committee.

D.Nonalienation of Benefits.  Neither the Participant nor any Beneficiary designated by him or her shall have any right to alienate, assign, or encumber any benefits that are or may be distributed 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.

E.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” 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.

F.Fees and Expenses of Administration.  If the Committee so determines, reasonable trustee’s fees (if applicable) and reasonable out-of-pocket expenses of administering the Plan may be ratably deducted (using average balances) on an annual basis from Investment Fund Unit Accounts. In the event the Corporation, in its sole and absolute discretion, has established a rabbi trust for its own benefit to fund the Corporation’s obligations under this Plan, or otherwise purchased shares to be held in its own name, or for its own account (as general assets of the Corporation), that may be used for meeting its obligations to provide benefits under this Plan and fees of any kind, including, without limitation, redemption fees, are assessed or imposed thereto by an investment fund company in connection with any purchase or sale, including, without limitation, a Participant’s early trading activity, such fees shall be charged to the applicable Participant’s Investment Fund Unit Account.

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G.Effective Date.  The terms of this Plan shall apply to all Director Fees deferred under this Plan or one of its predecessors on and after December 31, 2008, except to the extent that retroactive application would adversely affect the rights of a Participant or Beneficiary to the amounts in the applicable Investment Fund Unit Account at the time of the adoption of this amendment and restatement of the Plan.

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

I.Nonforfeitability of Participant Accounts.  Each Participant shall be fully vested in his or her Investment Fund Unit Account, and the right to receive the amounts in the Investment Fund Unit Account shall be nonforfeitable.

J.Successors Bound.  The contractual agreement between the Corporation and each Participant resulting from the execution of a Deferral Election Form 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 beneficiaries, heirs, executors, administrators and other legal representatives.

K.Governing Law and Rules of Construction.  This Plan shall be governed in all respects, whether as to construction, validity or otherwise, by the laws of the State of Delaware unless preempted by Federal law.

L.Compliance & Severability.  It is the Corporation’s intent to comply with all applicable tax and other laws, including Code Section 409A and the Regulations promulgated thereunder, so that all rights under the Plan will be limited as necessary in the judgment of the Committee to conform therewith.  Therefore, consistent with the effectuation of the purposes hereof, 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.

M.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 the Corporation to any Investment 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 or 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 nor the distribution of any benefits hereunder or any

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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 beyond the term for which he or she was elected or appointed to the board(s) on which he or she serves.

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EX-10.23

Exhibit 10.23

Amended and Restated as of December 31, 2008

Governance, Compensation and Nominating Committee Approval: November 18, 2008

Board Approval: November 18, 2008

AMENDED AND RESTATED COMERICA INCORPORATED

COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

AMENDED AND RESTATED COMERICA INCORPORATED
COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

TABLE OF CONTENTS

SECTION I	PURPOSE	1
SECTION II	DEFINITIONS	1
SECTION III	ELIGIBILITY	3
SECTION IV	PROCEDURES RELATING TO DEFERRALS	3
SECTION V	CREDITING AND ADJUSTING ACCOUNTS	4
SECTION VI	DISTRIBUTION OF DEFERRED FEES	6
SECTION VII	DESIGNATION OF BENEFICIARY	8
SECTION VIII	AMENDMENT AND TERMINATION	9
SECTION IX	MISCELLANEOUS PROVISIONS	10

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AMENDED AND RESTATED COMERICA INCORPORATED

COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

SECTION I
PURPOSE

The purpose of the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (the “Common Stock Plan”) is to allow Eligible Directors to defer their Director Fees, under the conditions provided herein, into a Corporation Stock Unit Account. Eligible Directors may defer all or any portion of their Director Fees into a Corporation Stock Unit Account as requested by such director.

The Common Stock Plan was originally established as the “Comerica Incorporated Plan for Deferring the Payment of Director’s Fees.”  In 1997, such plan was amended and restated as the “Comerica Incorporated Director Fee Deferral Plan.”  Then on May 21, 1999, the plan was divided into two plans, one of which became the “Comerica Incorporated 1999 Common Stock Director Fee Deferral Plan,” and which was subsequently amended and restated on November 26, 2002 as the “Comerica Incorporated Common Stock Director Fee Deferral Plan,” and on January 27, 2004 as the “Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan”.(1) Subsequently, on November 18, 2008, the Plan was amended and restated, effective December 31, 2008, to accurately reflect its administration and to comply with the requirements of Code Section 409A.

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 or unit of the Corporation.

B.“Aggregated Plan” means all agreements methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with the Common Stock Plan under Section 1.409A-1(c) of the Regulations.

C.“Beneficiary(ies)” means such individual(s) or entity(ies) designated on the most recent valid Beneficiary Designation Form that the Participant has properly

(1) The second plan which resulted from the division was named the “Comerica Incorporated 1999 Discretionary Director Fee Deferral Plan,” which was amended and restated on November 26, 2002 as the “Comerica Incorporated Director Fee Deferral Plan: and was further amended and restated on January 27, 2004 as the “Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan” and again amended and restated, effective November 18, 2008.

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submitted to the Corporation, or in accordance with Section VII of this Common Stock Plan, if there is no valid Beneficiary designation.

D.“Beneficiary Designation Form” is the form used to designate the Participant’s Beneficiary(ies), as modified by the Plan Administrator or the Committee from time to time.

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

F.“Committee” means the Governance, Compensation 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.“Common Stock” means the common stock of the Corporation, par value $5.00 per share.

H.“Common Stock Plan” means the Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan, the provisions of which are set forth herein, as it may be further amended and restated from time to time.

I.“Corporation” means Comerica Incorporated, a Delaware corporation, and its successors and assigns.

J.“Corporation Stock Unit Account” means an account established under Section V of this Common Stock Plan, solely for bookkeeping purposes, in the name of each Participant to record those Director Fees that are deferred under this Common Stock Plan on the Participant’s behalf and the earnings and dividends thereon.

K.“Deferral Election Form” is the form used to defer the payment of unearned Director Fees timely submitted by a Participant, as modified by the Plan Administrator or the Committee from time to time.

L.“Director Fees” means the fees paid in connection with the performance of duties as an Eligible Director, including attendance fees, retainer fees and fees for serving as chair or vice-chair of any committee of the board of the Corporation or its Subsidiaries or an Advisory Board.

M.“Eligible Director” means a director of the Corporation, a Subsidiary or Advisory Board who is not an employee of the Corporation or any Subsidiary.

N.“Participant” means an Eligible Director for whom a Corporation Stock Unit Account is maintained under the Common Stock Plan.

O.“Plan Administrator” means one or more individuals appointed by the Committee to handle the day-to-day administration of the Common Stock Plan.

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P.“Regulations” means the Treasury Regulations promulgated under the Code.

Q.“Retirement” means the date of the next annual shareholder’s meeting of the Corporation immediately following the Director’s 70th birthday.

R.“Stock Unit” means a unit equivalent to a share of Common Stock that is maintained for the benefit of a Participant in the Corporation Stock Unit Account of such Participant.

S.“Subsidiary” means any corporation, partnership or other entity, a majority of whose stock or interests is or are owned by the Corporation.

T.“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  This definition shall be construed in a manner that is consistent with Code Section 409A and the Regulations promulgated thereunder.

SECTION III
ELIGIBILITY

Each Eligible Director shall be eligible to participate in the Plan.

SECTION IV
PROCEDURES RELATING TO DEFERRALS

A.Deferral of Director Fees.  Eligible Directors may defer any portion (0% – 100%) of their Director Fees under this Common Stock Plan.

1.Deferral Period. Director Fees may be deferred pursuant to this Section IV(A) for the period specified by the Eligible Director or Participant in a Deferral Election Form.  The minimum deferral period for Director Fees deferred pursuant to this Section IV(A) shall be the lesser of the number of years remaining before Retirement, as defined in Section II(R), or five (5) years from the date of service for which the Director Fees became payable, notwithstanding the deferral election under this Common Stock Plan.  With respect to a Director whose service commences during a calendar year, the deferral period with respect to Director Fees earned during such year shall include the full calendar year in which his or her services commence.

2.Deferred Director Fees.  Once Director Fees are deferred under this Common Stock Plan, a Participant may not receive distributions of such

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deferred amounts, except in accordance with Section VI of this Common Stock Plan.

B.Deferral Procedures.  Any Eligible Director wishing to defer Director Fees must submit a Deferral Election Form to Human Resources, Compensation, Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201  or to such other unit or person as designated by the Committee from time to time, within the time frame permitted by the Plan Administrator, which shall in no event be later than the last business date preceding 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 Form, with respect to unearned Director Fees, within thirty (30) days of his or her appointment or election.  A deferral election pursuant to this Common Stock Plan may cover all or a portion (0% – 100%) of the Director Fees which may be deferred.

In the event a Participant does not indicate an appropriate minimum deferral period in a Deferral Election Form, such Participant’s applicable Director Fees shall be deferred for a period of five (5) years from the date of service for which the Director Fees became payable, notwithstanding the deferral election under this Common Stock Plan.  If a Participant does not indicate the method of deferral, such Director Fees shall be paid out in a single lump sum at the end of the deferral period.

C.Modifications/Irrevocability.  The Participant’s deferral election shall remain in effect with respect to all unearned Director Fees unless the Participant modifies such election prior to the date on which the election becomes irrevocable with respect to such fees. Except to the extent expressly provided under the Plan or permitted under Code Section 409A and the Regulations promulgated thereunder, the provisions of the Deferral Election Form relating to an election to defer Director Fees and the selection of the deferral period and manner of payment of the deferrals shall be irrevocable as of the last date on which such Deferral Election Form may be submitted in accordance with Article IV(B).  If a director has submitted a Deferral Election Form relating to Director Fees to be earned in the future, he or she may modify or cancel such election by submitting a new Deferral Election Form at any time prior to the date on which such election is irrevocable with respect to such fees.

D.Subsequent Elections.  A Director is not permitted to make a subsequent election with respect to the timing or form of payment of any Director Fees deferred under this Plan pursuant to a Deferral Election Form that has become irrevocable in accordance with Article IV(C) above.

SECTION V

CREDITING AND ADJUSTING ACCOUNTS

A.Director Fees, which have been deferred under the Common Stock Plan, and deemed earnings thereon, shall be credited to a Corporation Stock Unit Account created by and recorded on the books of the Corporation from time to time.  The Corporation Stock Unit Account shall be adjusted as follows:

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1.A Participant’s Corporation Stock Unit Account shall be deemed to be invested in Common Stock.  In the event the Corporation, in its sole and absolute discretion, has purchased shares of Common Stock that may be used for meeting its obligations to provide benefits under this Common Stock Plan, whether such shares are held in a rabbi trust for its own benefit to fund the Corporation’s obligations under this Common Stock Plan, or held in the Corporation’s own name or for its own account (as general assets of the Corporation), the purchase  price for the Stock Units shall be the actual price of the corresponding shares of Common Stock that the Corporation purchases on the open market, provided such purchase(s) occurs on the date the Director Fees would have otherwise been paid to the director had they not been deferred.

2.In the event that (1) the Corporation, in its sole and absolute discretion, has not purchased shares of Common Stock that may be used for meeting its obligations to provide benefits under this Common Stock Plan or (2) has purchased such shares as described above, but the purchase does not occur on the date the Director Fees would have otherwise been paid to the director had they not been deferred, then the purchase price of Stock Units shall be based upon the closing price for the Common Stock on the New York Stock Exchange on the day that the Director Fees would have otherwise been paid to the director had they not been deferred.

3.To the extent the Corporation, in its sole and absolute discretion, has purchased shares of Common Stock that may be used for meeting its obligations to provide benefits under this Common Stock Plan, whether such shares are held in a rabbi trust for its own benefit to fund the Corporation’s obligations under this Common Stock Plan, or held in the Corporation’s own name or for its own account (as general assets of the Corporation), no Participant shall have any right to vote any shares of Common Stock held in the rabbi trust or otherwise owned by the Corporation in respect of its obligations hereunder.

4.A Participant’s Corporation Stock Unit Account shall be charged each business day with any distributions made on such day.  Such Corporation Stock Unit Account shall also be credited with deemed earnings, gains and losses each business day, using the closing price for Common Stock on the New York Stock Exchange as of the most recent prior trading day.  Dividends shall be deemed to be reinvested in Common Stock and shall be credited at the time actual dividends are paid, with the number of Stock Units attributable to a dividend being calculated by dividing the dollar amount of the dividend by the closing price of the Common Stock on the dividend payment date; provided that if the Corporation, in its sole and absolute discretion, has established a rabbi trust for its own benefit to fund the Corporation’s obligations under this Common Stock Plan, or otherwise purchased shares to be held in its own name, or for its own account (as general assets of the Corporation), that may be used for meeting its obligations to provide benefits under this Common Stock Plan, then dividends shall be credited based on the purchase price(s) for the shares of Common Stock

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determined as in Section V(A) above.  Finally, a Participant’s Corporation Stock Unit Account shall be credited with the amount, if any, of Director Fees deferred and designated to be credited to such account during each quarter, or on a more frequent basis if deemed appropriate by the Committee.

B.Changes in Capitalization.  The shares of Common Stock in the Corporation Stock Unit Accounts shall be subject to adjustment or substitution, as determined in the sole discretion of the Board of Directors of the Corporation, in the event of any change in corporate capitalization, such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Corporation.

SECTION VI

DISTRIBUTION OF DEFERRED FEES

A.Time and Manner.  Subject to the provisions of Section IV of this Common Stock Plan, distribution of the Participant’s Corporation Stock Unit Account shall be made in Common Stock at such time and in such manner, i.e., a lump sum or installments, as the Participant has specified in the Deferral Election Form.  Fractional shares of Common Stock shall be paid in cash.

1.Lump Sum Distributions.  If the Participant elects to receive a lump sum distribution, the Corporation shall make a single payment of the amounts subject to that election in the applicable Deferral Election Form in the calendar year following the calendar year in which the deferral period ends.  If a Participant fails to indicate a payment method, the Participant shall be deemed to have elected a lump sum distribution.

2.Installment Distributions.  If the Participant elects to receive installment distributions, the Corporation shall make installment payments of the amounts subject to that election in the applicable Deferral Election Form over a period of time as specified by the Participant on the applicable Deferral Election Form.  Installment distributions shall commence in the calendar year following the calendar year in which the deferral period ends.  A Participant may choose an applicable installment period from the options designated by the Corporation on the Deferral Election Form, which shall not exceed ten (10) years from the date of distribution of the first installment.  The number of shares of Common Stock distributable in each installment shall be determined by multiplying the amounts subject to the Deferral Election Form on the date the installment is scheduled to be distributed by a fraction, the numerator of which is one and the denominator of which is the number of unpaid installments remaining at such time.

a.Less than $10,000.  If, at the time an installment distribution is scheduled to commence, the fair market value of the Participant’s

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Corporation Stock Unit Account does not exceed $10,000, notwithstanding an election by the Participant that such account be distributed in installments, the Stock Units in such account shall be distributed in shares of Common Stock to the Participant in a lump sum.  For purposes of this Section VI(A)(2)(a), the fair market value of a Corporation Stock Unit Account shall be based on the closing price of the Common Stock on the New York Stock Exchange on the trading day prior to the distribution of either the lump sum payment or installment payment.

B.Death.  Notwithstanding any other provision of the Common Stock Plan, upon the death of a Participant, the remaining balance of his or her Corporation Stock Unit Account shall be distributed in one lump sum to the Participant’s Beneficiary(ies) within ninety (90) days after the date of the Participant’s death.

C.Hardship Distributions. In the event of an Unforeseeable Emergency prior to distribution of the entire balance of the Participant’s Corporation Stock Unit Account, the Committee may, in its sole discretion, direct a distribution to the Participant, within ninety (90) days following such Unforeseeable Emergency, of the number of shares of Common Stock with a fair market value equal to an amount reasonably necessary, in the judgment of the Committee, to satisfy the financial hardship occasioned by the Unforeseeable Emergency, plus amounts necessary to pay any Federal, state, local or foreign income taxes anticipated as a result of the distribution or cancel a future deferral election with respect to the amount reasonably necessary, in the judgment of the Committee, to alleviate such financial hardship.  However, no distribution will be made on account of an Unforeseeable Emergency to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan.  Any Participant desiring a distribution under the Common Stock 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.  Any Participant who receives a hardship distribution shall have his deferral election cancelled hereunder and shall not again be eligible to submit a deferral election until the next enrollment period after the calendar year in which the hardship distribution is made.

D.Distribution in the Event of Income Inclusion Under Code Section 409A.  If any portion of a Participant’s Corporation Stock Unit Account is required to be included in income by the Participant prior to receipt due to a failure of this Common Stock Plan or any Aggregated Plan to comply with the requirements of Code Section 409A and the Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of: (i) the portion of the Participant’s Corporation Stock Unit Account required to be included in income as a result of the failure of the Common Stock Plan or any Aggregated Plan to comply with

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the requirements of Code Section 409A and the Regulations, or (ii) the balance of the Participant’s Corporation Stock Unit Account.

E.Delay for Payments in Violation of Federal Securities Laws or Other Applicable Law.  In the event the Corporation reasonably anticipates that the payment of benefits as specified hereunder would violate Federal securities laws or other applicable law, the Committee may delay the payment under this Section VI until the earliest date at which the Corporation reasonably anticipates that making of such payment would not cause such violation.

F.Delay for Insolvency or Compelling Business Reasons.  In the event the Corporation determines that the making of any payment of benefits on the date specified hereunder would jeopardize the ability of the Corporation to continue as a going concern, the Committee may delay the payment of benefits under this Section VI until the first calendar year in which the Corporation notifies the Committee that the payment of benefits would not have such effect.

G.Administrative Delay in Payment.  The payment of benefits hereunder shall begin at the date specified in accordance with the provisions of the foregoing paragraphs of this Section VI; provided that, in the case of administrative necessity, the payment of such benefits may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made.  Further, if, as a result of events beyond the control of the Participant (or following the Participant’s death, the Participant’s Beneficiary), it is not administratively practicable for the Plan Administrator to calculate the amount of benefits due to Participant as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

H.No Participant Election.  Notwithstanding the foregoing provisions, if the period during which payment of benefits hereunder will be made occurs, or will occur, in two calendar years, the Participant shall not be permitted to elect the calendar year in which the payment shall be made.

SECTION VII
DESIGNATION OF BENEFICIARY

Upon becoming a Participant of the Common Stock Plan, each director shall submit to Human Resources, Compensation, Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201  (or to such other unit or person as designated by the Committee from time to time) a Beneficiary Designation Form designating one or more Beneficiaries to whom distributions otherwise due the Participant shall be made in a lump sum payment in the event of the Participant’s death before distribution of the Participant’s Corporation Stock Unit Account has been completed. A Beneficiary Designation Form will be effective only if it is signed by the Participant and submitted before the Participant’s death.  Any subsequent Beneficiary Designation Form properly submitted will supersede any previous Beneficiary Designation Form so submitted.  If a

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Participant designates a spouse as a Beneficiary, such designation shall automatically terminate and be of no effect following the divorce of the Participant and such individual, unless ratified in writing post-divorce.

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, the undistributed Stock Units in the Participant’s Corporation Stock Unit Account remaining at the time of the Participant’s death shall be distributed in shares to the alternate Beneficiary(ies) who survive(s) 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 Form to the Corporation, the remaining Stock Units in the Participant’s Corporation Stock Unit Account shall be distributed in shares in a single distribution to the legal representative for the benefit of the Participant’s estate.

SECTION VIII
AMENDMENT AND TERMINATION

A.Amendment of Plan.  The Common Stock Plan may be amended at any time in the sole discretion of the Committee or the Board, by written resolution, to the extent that such amendment complies with applicable laws including Code Section 409A and the Regulations promulgated thereunder.  No such amendment shall affect the time of distribution of any of the Incentive Awards earned prior to the time of such amendment except as the Committee may determine to be necessary to carry out the purpose of the Common Stock Plan.

B.Termination of Plan.  The Common Stock Plan may be terminated at any time in the sole discretion of the Board or Committee by a written resolution of its members. Following the termination of the Common Stock Plan, the Corporation Stock Unit Accounts may be liquidated in accordance with one of the following:

1.the termination and liquidation of the Common Stock Plan within twelve (12)  months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under the Common Stock Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Common Stock Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

2.the termination and liquidation of the Common Stock Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a change in control event (as such term is defined in Section 1.409A-3(i)(5) of the Regulations; provided that all Aggregated Plans are terminated and liquidated with respect to

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each Participant that experienced the change in control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, irrevocably takes all necessary action to terminate and liquidate such other Aggregated Plans;

3.the termination and liquidation of the Common Stock Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (ii) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (iii) no payments in liquidation of the Common Stock Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate the Common Stock Plan, other than payments that would be payable under the terms of the Common Stock Plan if the action to terminate and liquidate the Common Stock Plan had not occurred; (iv) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Common Stock Plan; and (v) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Common Stock Plan.

SECTION IX
MISCELLANEOUS PROVISIONS

A.Participant Consent.  By electing to defer compensation pursuant to the Common Stock Plan, Participants shall be deemed conclusively to have accepted and consented to all terms of the Common Stock Plan, as amended from time to time, and all actions or decisions made or to be made by the Corporation, the Board of Directors,  the Committee or the Plan Administrator with regard to the Common Stock Plan.  Such terms and consent shall also apply to, and be binding upon, the Beneficiaries, distributees and personal representatives and other successors in interest of each Participant.

B.Notice.  Any election made, or notice given by a Participant pursuant to the Common Stock Plan shall be in writing to the Committee, or to such representative as may be designated by the Committee for such purpose.  Notice shall be deemed to have been made or given on the date received by the Committee or its designated representative.

C.Competency.  If the Committee determines that any person to whom a payment is due hereunder is a minor, or is adjudicated incompetent by reason of physical or mental disability, the Committee shall have the power to cause the payments becoming due to such person to be made to the legal guardian for the benefit of the minor or incompetent, without responsibility of the Corporation or the Committee

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to see to the application of such payment, unless prior to such payment claim is made therefore by a duly appointed legal representative.  Payments made pursuant to such power shall operate as a complete discharge of the Corporation, the Board of Directors and the Committee.

D.Nonalienation of Benefits. Neither the Participant nor any Beneficiary designated by him or her shall have any right to alienate, assign, or encumber any benefits that are or may be distributed hereunder, nor may any such amounts 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.

E.Administration of Common Stock Plan. Full power and authority to construe, interpret, and administer the Common Stock 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 Common Stock Plan to the “Committee” 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.

F.Fees and Expenses of Administration.  If the Committee so determines, reasonable trustee’s fees (if applicable) and reasonable out-of-pocket expenses of administering the Common Stock Plan may be ratably deducted (using average balances) on an annual basis from Corporation Stock Unit Accounts.

G.Effective Date.  The terms of this Common Stock Plan, as amended and restated, shall apply to all Director Fees deferred under this Common Stock Plan or one of its predecessors on and after December 31, 2008, except to the extent that retroactive application would adversely affect the rights of a Participant or Beneficiary to the amounts in the applicable Corporation Stock Unit Account at the time of the adoption of this amendment and restatement of the Common Stock Plan.

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

I.Nonforfeitability of Participant Accounts.  Each Participant shall be fully vested in his or her Corporation Stock Unit Account, and the right to receive the amounts in the Corporation Stock Unit Account shall be nonforfeitable.

J.Successors Bound. The contractual agreement between the Corporation and each Participant resulting from the execution of a Deferral Election Form 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 beneficiaries, heirs, executors, administrators and other legal representatives.

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K.Governing Laws and Rules of Construction.  This Common Stock Plan shall be governed in all respects, whether as to construction, validity or otherwise, by the laws of the State of Delaware unless preempted by Federal law.

L.Compliance & Severability.  It is the Corporation’s intent to comply with all applicable tax and other laws, including Code Section 409A and the Regulations promulgated thereunder, so that all rights under the Plan will be limited as necessary in the judgment of the Committee to conform therewith.  Therefore, consistent with the effectuation of the purposes hereof, each provision of this Common Stock 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 Common Stock 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 Common Stock 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.

M.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 the Corporation to any Corporation Stock 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 or its Subsidiaries by reason of the establishment of the Common Stock 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 Common Stock 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 Common Stock Plan nor the distribution 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 beyond the term for which he or she was elected or appointed to the board(s) on which he or she serves.

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EX-10.24

Exhibit 10.24

· Original Plan approved by the Corporate Governance and Nominating Committee on March 23, 2004, by the Board of Directors on March 23, 2004 and by the Stockholders on May 18, 2004

· The Plan was amended and restated, and approved by the Corporate Governance and Nominating Committee on July 26, 2005 and by the Board of Directors on July 26, 2005

· The Plan was subsequently amended and restated by the Governance, Compensation and Nominating Committee on November 18, 2008 and by the Board of Directors on November 18, 2008

COMERICA INCORPORATED

AMENDED AND RESTATED INCENTIVE PLAN

FOR

NON-EMPLOYEE DIRECTORS

(EFFECTIVE DECEMBER 31, 2008)

COMERICA INCORPORATED
AMENDED AND RESTATED INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS

(EFFECTIVE DECEMBER 31, 2008)

TABLE OF CONTENTS

SECTION I	PURPOSE	1
SECTION II	DEFINITIONS	1
SECTION III	ADMINISTRATION	4
SECTION IV	COMMON STOCK SUBJECT TO THE PLAN	5
SECTION V	AWARDS	6
SECTION VI	CHANGE OF CONTROL PROVISIONS	11
SECTION VII	TERMINATION AND AMENDMENT	12
SECTION VIII	UNFUNDED STATUS OF PLAN	13
SECTION IX	GENERAL PROVISIONS	14
SECTION X	EFFECTIVE DATE OF PLAN	15

COMERICA INCORPORATED

AMENDED AND RESTATED INCENTIVE PLAN

FOR NON-EMPLOYEE DIRECTORS

(EFFECTIVE DECEMBER 31, 2008)

SECTION I
PURPOSE

The purpose of this Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors is to promote the continued prosperity of Comerica Incorporated by aligning the financial interests of the recipients of awards hereunder with those of the stockholders of Comerica Incorporated, to provide an additional incentive for such individuals to remain as directors, and to provide a means through which Comerica Incorporated may attract well-qualified individuals to serve as directors.

This Plan was previously amended and restated to comply with Internal Revenue Code (“Code”) Section 409A and the Regulations and other interpretive authorities promulgated thereunder with respect to Awards earned or vested on or after January 1, 2005, and Awards earned and vested prior to January 1, 2005 that are materially modified after October 3, 2004.

This Plan has been amended and restated again, effective December 31, 2008, to reflect changes in guidance promulgated under Code Section 409A and to reflect the Plan’s administration.

SECTION II
DEFINITIONS

For purposes of this Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, the following terms are defined as set forth below:

A.“Affiliate” means (i) any entity that is controlled by the Corporation, whether directly or indirectly, or (ii) any entity in which the Corporation has a significant equity interest, as determined by the Committee.

B.“Aggregated Plan” means all agreements, methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.

C.“Award” means an Option Award, a Stock Appreciation Right Award, a Restricted Stock Award, a Restricted Stock Unit Award or any Other Equity-Based Award.

D.“Award Agreement” means a written document setting forth the terms and conditions of an Award.

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E.“Beneficiary Designation Form” means the form used to designate the Participant’s beneficiary(ies) to whom any amounts payable in the event of the Participant’s death are to be paid and by whom any rights of the Participant, after the Participant’s death, may be exercised, as such form may be modified by the Committee from time to time.

F.“Board” means the Board of Directors of the Corporation.

G.“Change of Control” shall have the meaning set forth in Exhibit A to this Plan.

H.“Code” means the Internal Revenue Code of 1986, as amended.

I.“Committee” means the Governance, Compensation and Nominating Committee or such other committee of the Board as the Board may from time to time designate.

J.“Common Stock” means common stock, par value $5.00 per share, of the Corporation.

K.“Corporation” means Comerica Incorporated, a Delaware corporation.

L.“Date of Grant” means the effective date of an Award granted by the Committee to an Award Recipient.

M.“Disability” means any medically determinable physical or mental impairment of any person(s) who is unable to engage in any substantial gainful activity which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

N.“Eligible Director” means any individual serving as a member of the Board who is not an employee of the Corporation or any of its Subsidiaries or Affiliates.

O.“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

P.“Fair Market Value” means, as of any given date, the closing price of Common Stock on the New York Stock Exchange, Inc. on that date, or if the Common Stock was not traded on the New York Stock Exchange, Inc. on such date, then on the last preceding date on which the Common Stock was traded.  If Fair Market Value for any date in question cannot be determined as provided above, then Fair Market Value shall be determined by the Committee, provided that the Committee uses a reasonable valuation method in accordance with the Regulations and applicable guidance promulgated under Code Section 409A.

Q.“Option” means a right to purchase a specified number of shares of Common Stock during a specified period pursuant to such terms as are determined by the Committee and as may be set forth in the applicable Award Agreement.

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R.“Option Award” means an Award granted under Section V(A)(1).

S.“Other Equity-Based Award” means an Award granted under Section V(A)(5).

T.“Participant” means any individual who has received an Award.

U.“Plan” means the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors, as set forth herein and as hereinafter amended and/or restated from time to time.

V.“Regulations” means the Treasury Regulations promulgated under the Code.

W.“Restricted Stock” means shares of Common Stock that are subject to certain conditions and restrictions, as determined by the Committee and as may be set forth in the applicable Award Agreement.

X.“Restricted Stock Award” means an Award granted under Section V(A)(3).

Y.“Restricted Stock Unit” or “Unit” means a unit equivalent to a share of Common Stock that is subject to certain conditions and restrictions, as determined by the Committee and as may be set forth in the applicable Award Agreement.

Z.“Restricted Stock Unit Award” means an Award granted under Section V(A)(4).

AA.“Retirement” means the date of the next annual shareholder’s meeting of the Corporation immediately following the Director’s 70th birthday.

BB.“Section” means, unless otherwise specified, a Section of the Plan.

CC.“Separation from Service” means the date on which the Director ceases to be a director of the Corporation; provided that a Separation from Service shall not have occurred if the Corporation anticipates that the Director will continue to provide services to the Corporation or a Subsidiary, whether as an employee or consultant or in any other compensatory capacity.  The determination of whether a Separation from Service has occurred shall be made by the Committee in accordance with Section 1.409A-1(h) of the Treasury Regulations, or such other guidance with respect to Code Section 409A that may be in effect on the date of determination.

DD.“Stock Appreciation Right” means a right to receive payment in shares of Common Stock equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the Stock Appreciation Right is exercised (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than the Fair Market Value of the same

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number of shares of Common Stock on the date(s) of grant of the Stock Appreciation Right.

EE.“Stock Appreciation Right Award” means an Award granted under Section V(A)(2).

FF.“Subsidiary” means any corporation, partnership or other entity, 50% or more of whose stock or interest is owned, directly or indirectly, by the Corporation.

SECTION III
ADMINISTRATION

A.The Plan shall be administered by the Committee; provided, that the Board shall have the authority to exercise any and all duties and responsibilities assigned to the Committee under the Plan.  Among other things, the Committee shall have the authority, subject to the terms of the Plan, to determine the type or types of Award(s), if any, to be granted to an Eligible Director, to grant Awards to Eligible Directors, to determine the number of shares of Common Stock or Units to be covered by each such Award and otherwise to determine the terms and conditions thereof, and to amend such terms and conditions at any time and from time to time.  Awards may be granted singly or in any combination.  Awards granted under the Plan shall be evidenced by Award Agreements that set forth the terms and conditions for the respective Award, which may include, among other things, the provisions applicable in the event the Participant’s membership on the Board terminates.  The Committee may, but need not, require the execution by a Participant of any such Award Agreement.  Acceptance of the Award by the respective Participant shall constitute acceptance of the terms and conditions of the Award, including, without limitation, those set forth in the Award Agreement and the Plan.

B.The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto) and to otherwise supervise the administration of the Plan.  This includes the power and authority to comply with the withholding and reporting requirements of Code Section 409A and any interpretive authorities promulgated thereunder.

C.Determinations of the Committee shall be made by a majority vote of its members at a meeting at which a quorum is present or pursuant to a unanimous written consent of its members.

D.The Committee may delegate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it; provided, that no such delegation may be made that would cause Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act or that is prohibited by applicable law or the applicable rules of the New York Stock Exchange, Inc. (or the

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applicable rules of such other securities exchange as may at the time of the delegation be the principal market for the Common Stock).  Any such delegation may be revoked by the Committee at any time.

E.Any determination made by the Committee or pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole and absolute discretion of the Committee or its delegate at the time of the grant of the Award or, unless in contravention of an express term of the Plan, at any time thereafter.  All decisions made by the Committee or any appropriate delegate pursuant to the provisions of the Plan shall be final and binding on all persons, including the Corporation, Participants, beneficiaries and other interested parties.

SECTION IV
COMMON STOCK SUBJECT TO THE PLAN

A.The maximum number of shares of Common Stock that may be delivered under the Plan shall be 500,000.  Shares issued pursuant to the Plan may be authorized and unissued shares, treasury shares, shares purchased in the open market or in private transactions, or any combination of the foregoing.

B.If an Award is forfeited or cancelled, an Option or Stock Appreciation Right terminates, expires or lapses without being exercised or an Award is settled in cash rather than shares of Common Stock, the shares of Common Stock that had been subject thereto shall again be available for distribution in connection with Awards under the Plan.  Notwithstanding anything in this Section IV(B) to the contrary, Options, Restricted Stock and Stock Appreciation Right Awards must be settled in Common Stock.

C.In the event the number of outstanding shares of Common Stock changes as a result of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split up, split off, spin off, liquidation or other similar change in capitalization, or any distribution made to holders of Common Stock other than cash dividends, the number or kind of shares that may be issued under the Plan, and the number or kind of shares subject to, or the exercise price per share under any outstanding Award, shall be automatically adjusted, and the Committee shall make such other equitable adjustments, if applicable, of any Award or shares of Common Stock issuable pursuant thereto so that the value of the interest of the individual shall not be decreased by reason of the occurrence of such event, provided that the aggregate exercise price of the Award is not less than the aggregate exercise price of the Award before the change in capitalization.  Any such adjustment shall be deemed conclusive and binding on the Corporation, each Participant, their beneficiaries and all other interested parties.

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SECTION V
AWARDS

A.Types of Awards

1.Option Awards.  The Committee may grant Option Awards to Eligible Directors in accordance with the provisions of this subsection, subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate.  Options granted under the Plan shall be non-qualified stock options.

a.Exercise Price.  The exercise price per share of Common Stock of an Option shall not be less than the Fair Market Value of a share of Common Stock on the Date of Grant.

b.Option Term.  The term of an Option shall not exceed ten years from the Date of Grant.

c.Methods of Exercise.  Subject to the provisions of the applicable Award Agreement, an Option may be exercised, in whole or in part, by giving written notice of exercise to the Corporation specifying the number of shares of Common Stock subject to the Option to be purchased, subject to such procedures as established by the Committee from time to time.  Prior to settlement of any such exercise, the exercise price shall be satisfied in full in accordance with Section V(C).

d.Rights upon Exercise.  A Participant shall have all of the rights of a stockholder with respect to the shares purchased upon exercise of an Option when the Participant has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section VIII(A).

2.Stock Appreciation Right Awards.  The Committee may grant Stock Appreciation Right Awards to Eligible Directors, subject to such terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate, including, without limitation, the term, manner of exercise, dates of exercise, and the grant price; provided, however, that such grant price may never be less than the Fair Market Value of Common Stock on the date the right is granted.  Notwithstanding any contrary provision in the Plan, upon exercise, the settlement of a Stock Appreciation Right may only occur by payment of Common Stock; Stock Appreciation Rights cannot be settled with cash or any other form of payment.

3.Restricted Stock Awards.  The Committee may grant Restricted Stock Awards to Eligible Directors in accordance with the provisions of this subsection, subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate.

a.Awards and Certificates.  Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or the issuance of one or more stock certificates.  Any certificate issued in respect of shares of Restricted Stock

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shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE COMERICA INCORPORATED AMENDED AND RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AWARD AGREEMENT.  COPIES OF SUCH PLAN AND THE APPLICABLE AWARD AGREEMENT ARE ON FILE AT THE OFFICES OF COMERICA INCORPORATED AT COMERICA BANK TOWER, 1717 MAIN STREET, MC 6506, DALLAS, TEXAS 75201.

The Committee may require that the certificates evidencing such shares be held in custody by the Corporation until the restrictions thereon shall have lapsed and that, as a condition of any Restricted Stock Award, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

b.Rights of Holder of Restricted Stock.  Except as provided in this Section V(A)(3) and the applicable Award Agreement, a Participant to whom Restricted Stock is granted shall have all of the rights of a stockholder of the Corporation with respect to the Common Stock subject to the Restricted Stock Award, including, if applicable, the right to vote the shares and the right to receive any dividends and other distributions.

4.Restricted Stock Unit Awards.  The Committee may grant Restricted Stock Unit Awards to Eligible Directors, subject to such terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate including, without limitation, the time or times at which Restricted Stock Units will be granted, the number of shares to be represented by each such grant, the conditions for vesting thereof, the time or times within which Restricted Stock Units may be subject to forfeiture, the time or times at which Restricted Stock Units will be settled and the form of such settlement (i.e., cash or shares of Common Stock).

a.Restricted Stock Units.  A Restricted Stock Unit shall represent an unfunded, unsecured right to receive one share of the Corporation’s Common Stock.

b.Rights of Holder of Restricted Stock Units.  A Participant to whom Restricted Stock Units are granted shall not have any rights of a stockholder of the Corporation with respect to the Common Stock represented by the Restricted Stock Unit Award.  If so determined by the Committee, in its sole and absolute discretion, Restricted Stock Units may

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include a dividend equivalent right, pursuant to which the Participant will either receive cash amounts (either paid currently or on a contingent basis) equivalent to the dividends and other distributions payable with respect to the number of shares of Common Stock represented by the Restricted Stock Units, or additional Restricted Stock Units representing such dividends and other distributions.

5.Other Equity-Based Awards.  The Committee may grant Other Equity-Based Awards to Eligible Directors in accordance with the provisions of this Section V(A) and subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.  Other Equity-Based Awards may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock (including, without limitation, securities convertible into Common Stock), as are deemed by the Committee to be consistent with the purpose of the Plan; provided, however, that such grants and settlements of such Awards must comply with applicable law, including Code Section 409A and any interpretive authority promulgated thereunder.  Other Equity-Based Awards may be granted either alone or in conjunction with other Awards granted under the Plan.

B.Deferring Awards.  Under no circumstances may a Participant elect to defer, until a time or times later than the exercise of an Option or a Stock Appreciation Right or the settlement or distribution of shares in respect of other Awards, receipt of all or a portion of the shares of Common Stock subject to such Award, or dividends payable thereon, and/or to receive cash at such later time or times in lieu of such deferred shares.

C.Forms of Payment by Participants.  Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by a Participant upon the exercise or vesting of an Award may be made in such form or forms as the Committee shall determine, provided that Stock Appreciation Right Awards must always be paid out in Common Stock.

D.Limits on Transfer of Awards.  Unless otherwise determined by the Committee, no Award and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of intestacy; provided, however, that a Participant may, in accordance with Section IX(E) and in the manner established by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any property payable or distributable with respect to any Award upon the death of the Participant.  Each Award or right under any Award shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.  Unless otherwise determined by the Committee, no Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Corporation or any Subsidiary or Affiliate.

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E.            Term of Awards.  Subject to any specific provisions of the Plan, the term of each Award shall be for such period as may be determined by the Committee.

F.            Securities Law Restrictions.  All certificates for shares of Common Stock or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, or the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange, Inc., any other exchange on which shares of Common Stock may be eligible to be traded or any applicable federal or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

G.            Termination of Board Service as a Result of Death, Disability, or Retirement of Director.  Unless otherwise determined by the Committee, if a Participant’s membership on the Board is terminated by the Participant’s death, Disability or Retirement, then on the date the Participant’s membership is so terminated:

1.             Any Options and Stock Appreciation Rights granted to such Participant that are outstanding as of the date the Participant’s membership is so terminated and which are not then exercisable and vested, shall become fully vested and shall be exercisable for the remainder of the original Option or Stock Appreciation Right term.

2.             The restrictions applicable to any Restricted Stock granted to such Participant shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant.

3.             All Restricted Stock Units granted to such Participant shall be considered to be fully vested and, with respect to Restricted Stock Units that are not subject to Code Section 409A, such Restricted Stock Units shall be settled in cash as promptly as is practicable and, with respect to Restricted Stock Units that are subject to Code Section 409A, such Restricted Stock Units shall be settled in cash at the time provided in the applicable Award Agreement.

4.             All Other Equity-Based Awards granted to such Participant shall become fully vested and, with respect to Other Equity-Based Awards that are not subject to Code Section 409A, shall be settled in cash as promptly as is practicable and, with respect to Other Equity-Based Awards that are subject to Code Section 409A, shall be settled in cash at the time provided in the applicable Award Agreement.

H.           Other Termination of Board Service.  Unless otherwise determined by the Committee, and in accordance with Code Section 409A and any interpretive authority promulgated thereunder, if a Participant’s membership on the Board is terminated for any reason other than death, Disability or Retirement as provided in Section V(G), any outstanding Awards held by the Participant that are unvested on such date of

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termination shall be immediately forfeited and cancelled, and any outstanding Option or Stock Appreciation Right held by the Participant that is vested but unexercised as of the date of termination shall be exercisable for a period of ninety days after such termination or until the expiration date of the Option or Stock Appreciation Right, as the case may be, whichever date occurs earlier.

I.             Awards Subject to Code Section 409A.  If the Committee determines that an Award is subject to Section 409A of the Code, then the Award shall be settled at the time or times designated in the applicable Award Agreement, subject to the following provisions:

1.             Payments Upon Occurrence of Stated Events.  Notwithstanding any provision in this Plan or an Award Agreement to the contrary, with respect to any Award that was granted prior to the Effective Date of this Plan and that is subject to Code Section 409A, payment or settlement of such Award upon a “termination of employment” or “separation from service” shall require a Separation from Service, as such term is defined in Section II of this Plan.  In addition, payment or settlement of such Award upon a “Change of Control” or “Disability” shall require a Change of Control or Disability, as such terms are defined in Section II of this Plan.

2.             Period of Payment or Settlement.  Notwithstanding any provision in this Plan (other than this Section V.I.) or an Award Agreement to the contrary, with respect to any Award that was granted prior to the Effective Date of this Plan and is subject to Code Section 409A, the terms of which provide for payment or settlement upon the occurrence of a specified event (such as a Change of Control or the death or Disability of the Award Recipient), payment or settlement of such Award shall be made within the thirty (30) day period following the date on which such event occurs.  With respect to any Award that is granted on or after the Effective Date of this Plan and is subject to Code Section 409A, the terms of which provide for payment or settlement upon the occurrence of a specified event, payment or settlement of such Award shall be made within the ninety (90) day period, or such shorter period set forth in the Award Agreement, following the date on which such event occurs.

3.             Distribution in the Event of Income Inclusion Under Code Section 409A.  If an Award fails to meet the requirements of Section 409A of the Code, the Participant may receive payment in connection with the Award before the Award would otherwise be paid, provided, however, that the amount paid to the Participant shall not exceed the lesser of: (i) the amount payable under such Award, or (ii) the amount to be reported pursuant to Section 409A of the Code on the applicable Form W-2 (or Form 1099) as taxable income to the Participant.

4.             Delay for Insolvency or Compelling Business Reasons.  In the event the Corporation determines that the making of any payment of benefits on the date specified under an Award would jeopardize the ability of the Corporation to continue as a going concern, the Committee may delay the payment of

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benefits until the first calendar year in which the Corporation notifies the Committee that the payment of benefits would not have such effect.

5.             Administrative Delay in Payment.  In the case of administrative necessity, the payment of benefits under an Award may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made.  Further, if, as a result of events beyond the control of the Participant (or following the Participant’s death, the Participant’s beneficiary), it is not administratively practicable for the Committee to calculate the amount of benefits due to the Participant as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.

6.             No Participant Election.  Notwithstanding the foregoing provisions, if the period during which payment of benefits under an Award will be made occurs, or will occur, in two calendar years, the Participant shall not be permitted to elect the calendar year in which the payment shall be made.

SECTION VI
CHANGE OF CONTROL PROVISIONS

Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control:

1.             Any Options and Stock Appreciation Rights outstanding as of the date such Change of Control is determined to have occurred, and which are not then exercisable and vested, shall become fully vested and shall be exercisable for the remainder of the original Option or Stock Appreciation Right term.

2.             The restrictions applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant.

3.             All Restricted Stock Units shall be considered to be fully vested, and such Restricted Stock Units shall be settled in cash within the ninety (90) day period, or such shorter period set forth in the Award Agreement, following the date of the Change of Control.

4.             All Other Equity-Based Awards shall vest and be exercisable, or shall vest and be settled in cash within the ninety (90) day period, or such shorter period set forth in the Award Agreement, following the date of the Change of Control.

5.             The Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes, but only to the extent that such adjustments and/or

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settlements occur in accordance with Code Section 409A, the Regulations and any other interpretive authority promulgated thereunder.

SECTION VII
TERMINATION AND AMENDMENT

A.           The Plan will terminate on the tenth anniversary of the Effective Date of the Plan.  Under the Plan, Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.

B.            The Committee or the Board may amend, alter or discontinue the Plan at any time, but no amendment, alteration or discontinuance shall be made which would adversely impact the rights of a Participant under any Award theretofore granted without the Participant’s consent, except such an amendment made to comply with applicable law, including Code Section 409A and any interpretive authorities promulgated thereunder, stock exchange rules or accounting rules.  In addition, no such amendment shall be made without the approval of the Corporation’s stockholders to the extent such approval is required by applicable law or the applicable rules of the New York Stock Exchange, Inc. (or the applicable rules of such other securities exchange as may at the time be the principal market for the Common Stock).

C.            The Committee may amend the terms of any Option or other Award theretofore granted, prospectively or retroactively; provided, however, that no such amendment shall adversely impact the rights of any Participant without the Participant’s consent except such an amendment made to cause the Plan or Award to comply with applicable law, including Code Section 409A and any interpretive authorities promulgated thereunder, stock exchange rules or accounting rules; and provided, further, that in no event may an Option or other Award be repriced without the approval of the stockholders of the Corporation except due to an adjustment pursuant to Section IV(C).  Furthermore, no amendment may be made to an Option Award or a Stock Appreciation Right Award which would cause the exercise price or the grant price (as applicable) to be less than the Fair Market Value of the Common Stock on the Date of Grant, except as provided in Section IV(C).

D.           Subject to the above provisions and unless prohibited by applicable law, including Code Section 409A and any interpretive authorities promulgated thereunder, or the applicable rules of the New York Stock Exchange, Inc. (or the applicable rules of such other securities exchange as may at the time be the principal market for the Common Stock), the Committee or the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules, as well as other developments, and to grant Awards which qualify for beneficial treatment under such rules without stockholder approval.

E.            Upon termination of the Plan, the Corporation may settle any outstanding Award that is not subject to Code Section 409A as soon as is practicable following such termination and may settle any outstanding Award that is subject to Code Section 409A in accordance with one of the following:

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1.             the termination and liquidation of the Plan within twelve (12)  months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

2.             the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change of Control; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the Change of Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;

3.             the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation’s financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.

SECTION VIII
UNFUNDED STATUS OF PLAN

It is presently intended that the Plan will constitute an “unfunded” plan.  The Committee may authorize the creation of rabbi trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such rabbi trusts or other arrangements is consistent with the “unfunded” status of the Plan.

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SECTION IX
GENERAL PROVISIONS

A.            The Committee may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Corporation in writing that such person is acquiring the shares without a view to the distribution thereof.  The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

B.            Notwithstanding any other provision of the Plan or Award Agreements made pursuant thereto, with respect to any Award other than an Award that is subject to Code Section 409A, the Corporation shall not be required to evidence book-entry registration of shares of Common Stock under the Plan or issue or deliver any certificate or certificates for shares under the Plan prior to fulfillment of all of the following conditions:  (i) listing or approval for listing upon notice of issuance, of such shares on the applicable stock exchange; (ii) any registration or other qualification of such shares of the Corporation under any state or Federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or Federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable, and, with respect to any Award that is subject to Code Section 409A, the Corporation shall not be required to issue or deliver any certificate or certificates for shares under the Plan if the Corporation reasonably anticipates that such issuance or delivery would violate applicable Federal securities laws or other applicable law, provided the Corporation issues or delivers the shares at the earliest date on which the Corporation reasonably anticipates that such issuance or delivery would not cause such violation.

C.            Nothing contained in the Plan shall prevent the Corporation or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its directors.

D.            Adoption of the Plan shall not confer upon any Eligible Director any right to continued service on the Board.

E.             Upon becoming a Participant of the Plan, each Eligible Director shall submit to Comerica Incorporated, Human Resources - Compensation, Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201 (or to such other unit or person as designated by the Committee from time to time) a Beneficiary Designation Form designating one or more beneficiaries to whom any Awards payable or distributable in the event of the Participant’s death are to be paid or distributed, or by whom any rights of the Participant, after the Participant’s death, may be exercised.  A Beneficiary Designation Form will be effective only if it is signed by the Participant and submitted before the Participant’s death.  Any subsequent Beneficiary Designation Form properly submitted will supersede any previous Beneficiary Designation Form so submitted.  If a Participant designates a spouse as a beneficiary, such designation shall

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automatically terminate and be of no effect following the divorce of the Participant and such individual, unless ratified in writing post-divorce.

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, the Participant’s Awards remaining at the time of the Participant’s death shall be paid or distributed to the alternate beneficiary(ies) who survive(s) the Participant in accordance with this Plan and the applicable Award Agreement.  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 Form to the Corporation, the remaining Awards shall be distributed or paid in accordance with the terms of the Plan and the Award Agreement to the legal representative for the benefit of the Participant’s estate.

F.             The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, unless preempted by federal law, and also in accordance with Code Section 409A and any interpretive authorities promulgated thereunder.

SECTION X
EFFECTIVE DATE OF PLAN

This Plan was originally effective as of May 18, 2004 (the “Effective Date”).  This Plan was amended and restated effective July 26, 2005 and, thereafter, it was further amended and restated effective December 31, 2008.

15

EXHIBIT A

CHANGE OF CONTROL

A.For the purpose of this Plan, a “Change of Control” shall mean:

1.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection 1, the following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection A.3 of this Exhibit A; or

2.Individuals who, as of the date hereof, constitute the Corporation’s Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

3.Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Corporation’s assets (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business

A-1

Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

4.Approval by the Corporation’s stockholders of a complete liquidation or dissolution of the Corporation.

B.With respect to any Award subject to Section 409A of the Code and for purposes of subsection E. of Section VII above, the above definition of “Change of Control” shall mean:

1.any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation;

2.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) ownership of stock of the Corporation possessing 30% or more of the total voting power of the stock of the Corporation;

3.a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

4.any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) assets from the Corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.

A-2

The determination of whether a Change of Control has occurred under this Section B of Exhibit A shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

A-3

EX-10.28

Exhibit 10.28

Schedule of Named Executive Officers Party to

Change in Control Employment Agreement (BE4 and Higher Version)

(As of December 31, 2008)

Ralph W. Babb, Jr., Chairman, President and Chief Executive Officer (original agreement dated as of May 29, 1997; revised agreement dated as of December 14, 2008)

Elizabeth S. Acton, Executive Vice President and Chief Financial Officer (original agreement dated as of May 18, 2002; revised agreement dated as of December 18, 2008)

Joseph J. Buttigieg, III, Vice Chairman (original agreement dated as of May 28, 1997; revised agreement dated as of December 18, 2008)

Dennis J. Mooradian, Executive Vice President, Wealth and Institutional Management (original agreement dated as of November 4, 2003; revised agreement dated as of December 18, 2008)

Mary Constance Beck, Executive Vice President, Retail Bank (original agreement dated as of November 3, 2004; revised agreement dated as of December 18, 2008)

EX-10.39

Exhibit 10.39

FINANCIAL INDUSTRY REGULATORY AUTHORITY

LETTER OF ACCEPTANCE, WAIVER AND CONSENT

NO.  20080130555

TO:	Department of Enforcement
	Financial Industry Regulatory Authority (“FINRA”)
RE:	Comerica Securities, Inc., (“Comerica” or “Respondent”)
	Member Firm
	BD No. 17079

Pursuant to NASD Rule 9216 of FINRA’s Code of Procedure, Respondent submits this Letter of Acceptance, Waiver and Consent (“AWC”) for the purpose of proposing a settlement of the alleged rule violations described below.  This AWC is submitted on the condition that, if accepted, FINRA will not bring any future actions against Respondent alleging violations based on the same factual findings described herein.

I.

ACCEPTANCE AND CONSENT

A.Respondent hereby accepts and consents, without admitting or denying the findings, and solely for the purposes of this proceeding and any other proceeding brought by or on behalf of FINRA, or to which FINRA is a party, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of the following findings by FINRA:

BACKGROUND

Comerica has been a registered broker-dealer and a member of FINRA (f/k/a National Association of Securities Dealers or NASD) since August 1986.  Comerica, which conducts a retail brokerage business, is a broker dealer subsidiary of Comerica Bank.  Comerica is headquartered in Detroit, Michigan, and has over 70 active branches and 358 registered representatives.

RELEVANT PRIOR DISCIPLINARY HISTORY

Comerica has no relevant prior disciplinary history.

OVERVIEW

During the period from May 31, 2006 through February 28, 2008 (“the relevant period”), Comerica violated NASD and MSRB rules relating to communications with the public in its marketing and sale of auction rate securities (“ARS”) and failed to maintain adequate supervisory procedures concerning its sales and marketing activities regarding ARS, as required by NASD and Municipal Securities Rulemaking Board (“MSRB”) rules.

During the relevant period, Comerica used advertising and marketing materials for ARS that were not fair and balanced and did not provide a sound basis for evaluating the facts in regard to purchases of ARS.  Among other things, during the relevant period, the materials did not contain adequate disclosure of the risks of ARS, including the risks that:  (a) ARS auctions could fail, (b)  investments in ARS could become illiquid, and  (c) customers might be unable to obtain access to funds invested in ARS for substantial periods of time.  Such materials thus violated NASD Rules 2210, 2211, and MSRB Rule G-21 as discussed below.

Comerica also failed to establish and maintain a supervisory system, including written supervisory procedures, that was reasonably designed to achieve compliance with NASD and MSRB rules as it related to the marketing and sale of ARS.  For instance, during the relevant period, Comerica failed to maintain policies and procedures that were reasonably designed to ensure that registered representatives: (a) accurately described ARS to customers and (b) provided customers with full disclosure of the risks of ARS investments.  Also, during the relevant period, Comerica failed to provide adequate training to registered representatives regarding the features and characteristics of ARS, especially those affecting liquidity.

As a result of the foregoing, Comerica violated NASD Rules 2210, 2211, 3010 and 2110, and MSRB Rules G-21, G-27 and G-17.

FACTS AND VIOLATIVE CONDUCT

Background: Auction Rate Securities

ARS are long-term securities with interest rates or dividend yields that are reset periodically through an auction process.(1)  Historically, ARS were held mainly by institutional investors, but in recent years a retail market developed for these securities, with a typical minimum investment of $25,000.  Although the maturity periods of ARS range from five years to 30 years or more for debt obligations and no stated maturity for closed-end fund preferred shares, auctions provide the primary source of liquidity for ARS investors and typically occur every 7, 14, 28 or 35 days.

(1) The primary types of ARS are municipal bonds, student loan-backed auction rate certificates issued by trusts that hold student loans, and preferred shares issued by closed-end funds and collateralized by the assets in the funds.

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ARS can become illiquid when an auction fails.  ARS auctions fail when the supply of ARS being auctioned exceeds the demand for the securities in that auction.  When an ARS auction fails, investors receive a penalty interest rate or dividend until the next auction but are unable to sell their securities at that time.  As a result, ARS may not be appropriate for investors who have a short-term need for the funds they are investing.

Securities firms play different roles in the ARS market.  An “Underwriter” brings the ARS to market as an intermediary for the issuer of the security.  An “Auction Agent,” which can be a bank, conducts the ARS auction by collecting orders from broker-dealers, determines the “clearing rate,” the highest rate accepted in the auction that becomes the interest or dividend rate that applies until the next auction, and calculates the allocation of the securities among Auction Dealers.  An “Auction Dealer” or “Remarketing Agent” is a broker-dealer that solicits bids for the securities from their customers, submits them to the Auction Agent and usually receives a fee paid by the issuer.  Firms acting in these capacities are sometimes known as “upstream” firms.  In the past, certain upstream firms placed bids for ARS for their proprietary accounts in order to, among other things, support the auctions and prevent them from failing.(2)

In contrast to upstream firms, firms sometimes known as “downstream” firms do not act as agents for issuers in any capacity.  Instead, downstream firms act in the traditional broker role as agents for their customers and place bids with Auction Dealers and Remarketing Agents on the customers’ behalf to purchase and sell ARS.  Downstream firms are paid fees by Auction Dealers and Remarketing Agents (which may vary by dealer and type of security) for effecting trades in ARS.

In February 2008, auctions for ARS began to fail on a widespread basis.  Many of those failures have continued until the present time, notwithstanding that certain ARS issuers redeemed particular ARS in the period since the February 2008  failures.  Nevertheless, many investors, including those who need access to their funds, continue to be unable to sell their ARS holdings.

(2)  The Securities and Exchange Commission has previously brought a series of enforcement actions against underwriters, auction dealers and auction agents in the ARS market, which did not include Comerica.  See Bear Stearns & Co., Inc.; Citigroup Global Markets, Inc.; Goldman Sachs & Co.; J.P. Morgan Securities, Inc.; Lehman Brothers Inc.; Merrill, Lynch Pierce, Fenner & Smith Inc.; Morgan Stanley & Co. Inc. and Morgan Stanley DW Inc.; RBC Dain Rauscher Inc.; Banc of America Securities LLC; A.G. Edwards & Sons, Inc.; Morgan Keegan & Co., Inc.; Piper Jaffray & Co.; Suntrust Capital Markets Inc.; and Wachovia Capital Markets, LLC (Securities Act of 1933, Release No. 53888, May 31, 2006); Deutsche Bank Trust Company Americas, the Bank of New York, and Wilmington Trust Co. (Securities Act of 1933, Release No. 8767, January 9, 2007); Citigroup Global Markets, Inc., successor by merger to Legg Mason Wood Walker Inc. (Securities Exchange Act of 1934, Release No. 55712, May 7, 2007); and First Southwest Company (Securities Exchange Act of 1934, Release No. 57869, May 27, 2008).

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ARS ACTIVITIES BY COMERICA

During the relevant period, Comerica acted as a downstream firm.  Comerica sold approximately $5,374,000,000 of ARS to its customers, primarily auction rate preferred securities, during that relevant period.  As of February 28, 2008, approximately $1,300,000,000 of such ARS was held in 1080 retail accounts at Comerica.  As of the date a settlement in principle was reached in this matter, September 16, 2008, customers held approximately $566,000,000 of ARS in Comerica retail accounts that were purchased through Comerica during the relevant period.

VIOLATIONS

Communications with the Public:  NASD Rules 2210, 2211 and MSRB Rule G-21

NASD Rule 2210(d)(1)(A) requires that:

All member communications with the public shall be based on principles of fair dealing and good faith, must be fair and balanced, and must provide a sound basis for evaluating the facts in regard to any particular security or type of security, industry or service.

NASD Rule 2211 provides that materials distributed to registered or associated persons must also meet the requirements of NASD Rule 2210(d)(1) and MSRB Rule G-21 governs advertisements relating to municipal securities.

Comerica used materials with customers and prospective customers that were not fair and balanced and did not provide a sound basis for evaluating the facts in regard to purchases of ARS.

Among other things, the materials used by Comerica failed to adequately disclose the risks of investing in ARS, including the risk that ARS auctions could fail, that investments in ARS could become illiquid, and that customers might be unable to obtain access to funds invested in ARS for substantial periods of time.  The materials used by Comerica also made inappropriate comparisons between ARS and other materially different investments.

For example, during the relevant period, on the Respondent’s website, ARS are identified as a “Cash Management” product suitable for short term investing.  The website failed to disclose the potential for illiquidity with ARS.

In an institutional sales PowerPoint presentation that was approved by Comerica for use by its registered representatives, Comerica again identified ARS as a “cash management instrument … characterized by liquidity, safety and access to principal.”  Comerica noted that “[t]hey are commonly used for transaction purposes, or as a place to store readily available savings.”  Similar to the Respondent’s website, the PowerPoint also failed to disclose the illiquidity risks of these investments.

4

As a result of the foregoing, Comerica violated NASD Rules 2210 and 2211 and MSRB Rule G-21 and, as a result, also violated NASD Rule 2110 and MSRB Rule G-17.

Supervisory Procedures:  NASD Rule 3010 and MSRB Rule G-27

NASD Rule 3010 requires each member firm to establish and maintain a system, including written procedures, to supervise the activities of its employees that is reasonably designed to achieve compliance with the federal securities laws and NASD rules.

MSRB Rule G-27 requires each broker, dealer and municipal securities dealer to supervise the conduct of its municipal securities activities to ensure compliance with MSRB rules and the federal securities laws, and requires each firm to establish and maintain a system, including written procedures, to supervise municipal securities activities that is reasonably designed to achieve compliance with the federal securities laws and MSRB rules.

Comerica failed to establish and maintain procedures that were reasonably designed to ensure that it marketed and sold ARS in compliance with the federal securities laws and applicable NASD and MSRB rules.  For instance, Comerica failed to maintain procedures reasonably designed to ensure that its registered representatives accurately described ARS to customers during sales presentations and that representatives provided customers with adequate disclosure of the risks of ARS, including the risk that ARS auctions could fail and that investments in ARS could therefore become illiquid.  Comerica also failed to provide adequate training to its registered representatives regarding the features and characteristics of ARS and the differences between ARS and other investments.

Comerica also failed to establish and maintain procedures that were reasonably designed to ensure that the written materials it used in connection with the marketing and sale of ARS complied with the appropriate disclosure standards in NASD Rules 2210, 2211, and MSRB Rule G-21.

As a result of the foregoing, Comerica violated NASD Rule 3010 and MSRB Rule G-27 and, as a result, violated NASD Rule 2110 and MSRB Rule G-17.

OTHER FACTORS

In determining the appropriate sanctions in this matter, FINRA notes that, pursuant to the settlement in principle previously reached in this matter, Comerica agreed to address harm sustained by customers as a result of the illiquidity in the ARS market that began in February 2008, as described below.

Additionally, Comerica took the following actions, prior to FINRA’s investigation, to address harm sustained by customers as a result of the illiquidity in the ARS market:

Comerica referred its ARS customers to Comerica Bank to obtain bank

5

loans at interest rates comparable to that which was paid by the underlying ARS.

Comerica enhanced its website to include a question and answer section relating to ARS after the failures.

SANCTIONS

B.Respondent also consents to the imposition of the following sanctions:

1.  A censure.

2.  A fine in the amount of $750,000.

· Respondent agrees to pay the monetary sanction(s) upon notice that this AWC has been accepted and that such payment(s) are due and payable. Respondent has submitted an Election of Payment form showing the method by which it proposes to pay the fine imposed.

· Respondent specifically and voluntarily waives any right to claim that it is unable to pay, now or at any time hereafter, the monetary sanction(s) imposed in this matter.

Buyback Offer

3.  Comerica or an affiliate has offered, pursuant to an agreement with FINRA, to purchase at par ARS, which were purchased through Comerica between May 31, 2006 and February 28, 2008 by investors in the Relevant Class, that are subject to auctions that have not been successful as of September 16, 2008 and are not subject to current calls or redemptions (“Eligible ARS”) from all investors in the Relevant Class, as described below in paragraph 4.  For purposes of this AWC, the “Relevant Class” shall be comprised of all Individual Investors who purchased Eligible ARS from Comerica at any time between May 31, 2006 and February 28, 2008 into accounts maintained at Comerica.  In addition to natural persons, the following entities are treated as “Individual Investors”:

a. Any account with the following beneficial owner:

1. non-profit charitable organizations; and

2. religious corporations or entities.

b. Any account, with the following beneficial owner, the value of which at the time of any ARS purchase made through Comerica did not exceed $10 million:

1. trusts;

2. corporate trusts;

3. corporations;

4. Employee pension plans/ERISA and Taft Hartley Act plans;

5. educational institutions;

6

6. incorporated non-profit organizations;

7. limited liability companies;

8. limited partnerships;

9. non-public companies;

10. partnerships;

11. personal holding companies; and

12.unincorporated associations.

4.  Comerica or an affiliate shall commence the buyback of all Eligible ARS no later than 30 days following the date this AWC is accepted by FINRA (the “Buyback Date”) and be completed no later than 60 days thereafter.  On October 1, 2008, Comerica or an affiliate commenced the offer to buyback all Eligible ARS (the “Buyback Offer”) and such Buyback Offer is expected to be completed no later than December 19, 2008 (the “Buyback”).

5.  Commencing six months from the date the AWC in this matter is accepted by FINRA, Comerica shall make its best efforts to provide liquidity to all other investors not in the Relevant Class but who purchased Eligible ARS from Comerica.  Such best efforts, which may include, but are not limited to, offers to purchase Eligible ARS and/or offers of low or no-interest loans, extended on the basis of reasonable and customary credit standards, shall be completed no later than 60 days following commencement of the best efforts.  On October 1, 2008, Comerica or an affiliate offered to purchase Eligible ARS from all other investors not in the Relevant Class, but who purchased Eligible ARS at any time between May 31, 2006 and February 28, 2008 through Comerica.  This buyback offer ends on December 19, 2008.

6.  Comerica has provided notice to current and former customers in the Relevant Class of the settlement terms set forth in this AWC.  In addition, Comerica contemporaneously established a dedicated telephone assistance line, with appropriate staff, to respond to questions from investors concerning the terms of the settlement.

Relief for Investors Who Sold Below Par

7.  No later than the completion of the Buyback, any Individual Investor in the Relevant Class that Comerica can reasonably identify who sold Eligible ARS below par between February 28, 2008 and September 16, 2008 will be paid the difference between par and the price at which the investor sold the Eligible ARS.

Consequential Damages Claims

8.  Comerica agrees to arbitrate claims for consequential damages filed by investors in the Relevant Class relating to Eligible ARS through a Special Arbitration Program (“SAP”) in accordance with rules set forth by FINRA Dispute Resolution under the authority of this AWC. Such rules will be issued and available to Comerica and investors through FINRA’s web site.  Pursuant to its agreement with FINRA, Comerica has notified

7

Individual Investors in the Relevant Class that an independent arbitrator selected under the auspices of FINRA, will be available for the exclusive purpose of arbitrating any Comerica Individual Investor’s consequential damages claim.   This SAP process is voluntary on the part of qualifying investors and does not preclude those investors who elect not to participate in the SAP from pursuing other available remedies.  Arbitration under the SAP shall be conducted by a single public arbitrator, unless the claim for consequential damages is $1,000,000 or greater, in which case a panel of three public arbitrators may be appointed.

9.  Any Individual Investor in the Relevant Class who chooses to pursue such a consequential damages claim shall bear the burden of proving that it suffered consequential damages and that such damages were caused by its inability to access funds consisting of such Individual Investor’s Eligible ARS purchase(s) through Comerica.  Comerica shall be able to defend itself against such claims provided, however, solely for the purposes of the SAP, Comerica shall not contest liability related to the sale of ARS; and provided further that Comerica shall not be able to use as part of its defense an Individual Investor’s decision not to sell Eligible ARS holdings prior to the Buyback Offer.

Report Concerning Compliance with Settlement

10. Comerica shall provide FINRA with a report no later than 30 days following the completion of the Buyback setting forth (a) the names and account numbers of  all Individual Investors in the Relevant Class to whom the Buyback Offer was made, (b) an accounting of each instance in which such  Individual Investors accepted the Buyback Offer and sold Eligible ARS holdings to Comerica, and (c) the names, account numbers, and an accounting of those  Individual Investors in the Relevant Class paid pursuant to paragraph 7 hereunder.  Comerica shall also notify FINRA within 30 days of the completion of the best efforts undertaking set forth above in paragraph 5 of the nature and results of such efforts.  The accuracy of such report(s) delivered pursuant to this paragraph 10 shall be certified by the Chief Compliance Officer of Comerica.

The sanctions imposed herein shall be effective on a date set by FINRA staff.

For good cause shown, and upon receipt of a timely written request from Comerica, FINRA staff may extend any of the dates set forth above.

II.

WAIVER OF PROCEDURAL RIGHTS

Respondent specifically and voluntarily waives the following rights granted under FINRA’s Code of Procedure:

A.To have a Formal Complaint issued specifying the allegations against Respondent;

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B.To be notified of the Formal Complaint and have the opportunity to answer the allegations in writing;

C.To defend against the allegations in a disciplinary hearing before a hearing panel, to have a written record of the hearing made and to have a written decision issued; and

D.To appeal any such decision to the National Adjudicatory Council (“NAC”) and then to the U.S. Securities and Exchange Commission and a U.S. Court of Appeals.

Further, Respondent specifically and voluntarily waives any right to claim bias or prejudgment of the General Counsel, the NAC, or any member of the NAC, in connection with such person’s or body’s participation in discussions regarding the terms and conditions of this AWC, or other consideration of this AWC, including acceptance or rejection of this AWC.

Respondent further specifically and voluntarily waives any right to claim that a person violated the ex parte prohibitions of NASD Rule 9143 or the separation of functions prohibitions of NASD Rule 9144, in connection with such person’s or body’s participation in discussions regarding the terms and conditions of this AWC, or other consideration of this AWC, including its acceptance or rejection.

III.

OTHER MATTERS

Respondent understands that:

A.Submission of this AWC is voluntary and will not resolve this matter unless and until it has been reviewed and accepted by the NAC, a Review Subcommittee of the NAC, or the Office of Disciplinary Affairs (“ODA”), pursuant to NASD Rule 9216;

B.If this AWC is not accepted, its submission will not be used as evidence to prove any of the allegations against Respondent; and

C.If accepted:

1.this AWC will become part of Respondent’s permanent disciplinary record and may be considered in any future actions brought by FINRA or any other regulator against Respondent;

2.this AWC will be made available through FINRA’s public disclosure program in response to public inquiries about Respondent’s  disciplinary record;

3. FINRA may make a public announcement concerning this AWC and the subject matter thereof in accordance with NASD Rule 8310 and IM-8310-3; and

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4.Respondent may not take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any finding in this AWC or create the impression that the AWC is without factual basis.  Respondent may not take any position in any proceeding brought by or on behalf of FINRA, or to which FINRA is a party, that is inconsistent with any part of this AWC.  Nothing in this provision affects Respondent’s right to take legal or factual positions in litigation or other legal proceedings in which FINRA is not a party.

D.Respondent may attach a Corrective Action Statement to this AWC that is a statement of demonstrable corrective steps taken to prevent future misconduct.  Respondent understands that it may not deny the charges or make any statement that is inconsistent with the AWC in such Statement.  This Corrective Action Statement does not constitute factual or legal findings by FINRA, nor does it reflect the views of FINRA or its staff.

Respondent certifies that it has read and understands all of the provisions of this AWC and has been given a full opportunity to ask questions about it; that it has agreed to its provisions voluntarily; and that no offer, threat, inducement, or promise of any kind, other than the terms set forth herein and the prospect of avoiding the issuance of a Complaint, has been made to induce Respondent to submit it.

Date		Respondent
		Comerica Securities, Inc.
	By:

Reviewed by:

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Accepted by FINRA:

	Signed on behalf of the
Date	Director of ODA, by delegated
	authority

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ELECTION OF PAYMENT FORM

Respondent intends to pay the fine set forth in the attached Letter of Acceptance, Waiver and Consent by the following method (check one):

oA personal, business or bank check for the full amount;

oWire transfer;

oCredit card authorization for the full amount;(1) or

oThe installment payment plan (only if approved by FINRA staff and the Office of Disciplinary Affairs).(2)

		Respectfully submitted,
Date		Respondent
		Comerica Securities, Inc.
	By:

 (1)  Only Mastercard, Visa and American Express are accepted for payment by credit card.  If this option is chosen, the appropriate forms will be mailed to you, with an invoice, by FINRA’s Finance Department.  Do not include your credit card number on this form.

 (2)  The installment payment plan is only available for fines of $5,000 or more.  Certain interest payments, minimum initial and monthly payments, and other requirements apply.  You must discuss these terms with FINRA staff prior to requesting this method of payment.

EX-13

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FINANCIAL REVIEW AND REPORTS Comerica Incorporated and Subsidiaries

FINANCIAL REVIEW AND REPORTS

Comerica Incorporated and Subsidiaries

Performance Graph		10
Financial Results and Key Corporate Initiatives		12
Overview/Earnings Performance		14
Strategic Lines of Business		27
Balance Sheet and Capital Funds Analysis		32
Risk Management		41
Critical Accounting Policies		61
Forward-Looking Statements		68
Consolidated Financial Statements:
	Consolidated Balance Sheets	70
	Consolidated Statements of Income	71
	Consolidated Statements of Changes in Shareholders' Equity	72
	Consolidated Statements of Cash Flows	73
Notes to Consolidated Financial Statements		74
Report of Management		146
Reports of Independent Registered Public Accounting Firm		147
Historical Review		149

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PERFORMANCE GRAPH

Comparison of Five Year Cumulative Total Return
Among Comerica Incorporated, Keefe 50-Bank Index, and S&P 500 Index
(Assumes $100 Invested on 12/31/03 and Reinvestment of Dividends)

        The performance shown on the graph is not necessarily indicative of future performance.

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TABLE 1: SELECTED FINANCIAL DATA

	Years Ended December 31
	2008			2007			2006			2005			2004
	(dollar amounts in millions, except per share data)
EARNINGS SUMMARY
Net interest income	$	1,815		$	2,003		$	1,983		$	1,956		$	1,811
Provision for loan losses		686			212			37			(47	)		64
Noninterest income		893			888			855			819			808
Noninterest expenses		1,751			1,691			1,674			1,613			1,458
Provision for income taxes		59			306			345			393			349
Net income		213			686			893			861			757
Preferred stock dividends		17			—			—			—			—
Net income applicable to common stock		196			686			893			861			757
PER SHARE OF COMMON STOCK
Diluted net income per common share	$	1.29		$	4.43		$	5.49		$	5.11		$	4.36
Cash dividends declared		2.31			2.56			2.36			2.20			2.08
Common shareholders' equity		33.31			34.12			32.70			31.11			29.94
Market value		19.85			43.53			58.68			56.76			61.02
YEAR-END BALANCES
Total assets	$	67,548		$	62,331		$	58,001		$	53,013		$	51,766
Total earning assets		62,374			57,448			54,052			48,646			48,016
Total loans		50,505			50,743			47,431			43,247			40,843
Total deposits		41,955			44,278			44,927			42,431			40,936
Total medium- and long-term debt		15,053			8,821			5,949			3,961			4,286
Total common shareholders' equity		5,023			5,117			5,153			5,068			5,105
Total shareholders' equity		7,152			5,117			5,153			5,068			5,105
AVERAGE BALANCES
Total assets	$	65,185		$	58,574		$	56,579		$	52,506		$	50,948
Total earning assets		60,422			54,688			52,291			48,232			46,975
Total loans		51,765			49,821			47,750			43,816			40,733
Total deposits		42,003			41,934			42,074			40,640			40,145
Total medium- and long-term debt		12,457			8,197			5,407			4,186			4,540
Total common shareholders' equity		5,166			5,070			5,176			5,097			5,041
Total shareholders' equity		5,442			5,070			5,176			5,097			5,041
CREDIT QUALITY
Total allowance for credit losses	$	808		$	578		$	519		$	549		$	694
Total nonperforming loans		917			404			214			138			312
Foreclosed property		66			19			18			24			27
Total nonperforming assets		983			423			232			162			339
Net credit-related charge-offs		472			153			72			116			194
Net credit-related charge-offs as a percentage of average total loans		0.91	%		0.31	%		0.15	%		0.26	%		0.48	%
Allowance for loan losses as a percentage of total period-end loans		1.52			1.10			1.04			1.19			1.65
Allowance for loan losses as a percentage of total nonperforming loans		84			138			231			373			215
RATIOS
Net interest margin		3.02	%		3.66	%		3.79	%		4.06	%		3.86	%
Return on average assets		0.33			1.17			1.58			1.64			1.49
Return on average common shareholders' equity		3.79			13.52			17.24			16.90			15.03
Efficiency ratio		66.17			58.58			58.92			58.01			55.60
Dividend payout ratio		179.07			57.79			42.99			43.05			47.71
Average common shareholders' equity as a percentage of average assets		7.93			8.66			9.15			9.71			9.90
Tier 1 common capital as a percentage of risk-weighted assets		7.08			6.85			7.54			7.78			8.13
Tier 1 capital as a percentage of risk-weighted assets		10.66			7.51			8.03			8.38			8.77
Tangible common equity as a percentage of tangible assets		7.21			7.97			8.62			9.16			9.39

11

2008 FINANCIAL RESULTS AND KEY CORPORATE INITIATIVES

Financial Results

•

Reported net income applicable to common stock of $196 million, or $1.29 per diluted share, for 2008, compared to $686 million, or $4.43 per diluted share, for 2007, as 2008 was met with an increasingly difficult economic environment, including turmoil in the financial markets, declining home values and rising unemployment rates. The most significant items contributing to the decrease in net income applicable to common stock were an increase in the provision for credit losses of $493 million, a decrease in net interest income of $188 million, an $88 million net charge related to the Corporation's repurchase of certain auction-rate securities held by customers and $34 million of 2008 severance-related expenses. These were partially offset by a $60 million increase in net securities gains.

•

Average loans in 2008 were $51.8 billion, an increase of $1.9 billion from 2007. By geographic market, Texas average loans grew 14 percent and Florida average loans grew 13 percent from 2007 to 2008, compared to lower growth in the Midwest (three percent), Western (less than one percent) and International (six percent) markets. Average Financial Services Division loans declined $820 million.

•

Net interest income declined $188 million to $1.8 billion in 2008, compared to 2007. The net interest margin decreased 64 basis points to 3.02 percent, primarily due to a decrease in loan portfolio yields and a reduced contribution from noninterest-bearing funds in a significantly lower rate environment, changes in the mix of earning assets, driven by growth in the investment securities portfolio, and interest-bearing sources of funds, and $38 million of tax-related non-cash charges to lease income in 2008.

•

Noninterest income increased less than one percent compared to 2007, largely due to securities gains realized on the sale of the Corporation's ownership of Visa, Inc. (Visa) ($48 million) and MasterCard shares ($14 million) in 2008, offset by decreases in deferred compensation asset returns (offset by decreased deferred compensation plan costs in noninterest expenses) ($33 million) and net losses from principal investing and warrants ($29 million). Service charges on deposit accounts, letter of credit fees and card fees showed solid growth in 2008.

•

Noninterest expenses increased $60 million, or four percent, compared to 2007, primarily due to an $88 million net charge in 2008 related to the repurchase of auction-rate securities and increases in severance-related expenses ($30 million), the provision for credit losses on lending-related commitments ($19 million) and net occupancy expense ($18 million), partially offset by decreases in salaries, excluding severance ($88 million) which included a decrease in deferred compensation plan costs ($33 million), and customer services expense ($30 million). Full-time equivalent employees decreased six percent from year-end 2007 to year-end 2008, even with the addition of 28 new banking centers during the period.

•

Incurred net after-tax charges of $9 million in the provision for income taxes reflecting settlements with the Internal Revenue Service on various structured transactions and other tax adjustments.

•

Experienced net credit-related charge-offs of 91 basis points as a percent of average total loans in 2008, compared to 31 basis points in 2007. Excluding Commercial Real Estate, net credit-related charge-offs were 46 basis points of average loans in 2008, compare to 20 basis points in 2007. Nonperforming assets increased to $983 million, reflecting challenges in the residential real estate development business located in the Western market (primarily California) and to a lesser extent in the Middle Market business line.

•

To preserve and enhance the Corporation's balance sheet strength in this uncertain economic environment, the Corporation lowered the quarterly cash dividend rate by 50 percent in the fourth quarter 2008 to $0.33 per share.

12

Key Corporate Initiatives

•

Implemented a loan optimization plan in mid-2008 with the goal of increasing loan spreads and enhancing customer relationship returns.

•

Focused significant resources on managing deteriorating credit quality in 2008, particularly in the commercial real estate portfolio.

•

Continued organic growth focused in high growth markets, including opening 28 new banking centers in 2008. The Corporation expects to open new banking centers in 2009 in our growth markets of California, Texas and Arizona; however, significantly fewer compared to 2008. Since the banking center expansion program began in late 2004, new banking centers have resulted in nearly $1.9 billion in new deposits.

•

Reduced full-time equivalent staff by six percent in 2008, even with 135 full-time equivalent employees added to support new banking center openings. Management expects to reduce the workforce by an additional five percent, largely to be completed in the first quarter 2009.

•

Reduced automotive production-related exposure from loans, unused commitments and standby letters of credit and financial guarantees from $3.7 billion at December 31, 2007 to $2.9 billion at December 31, 2008. Total automotive net loan charge-offs were $6 million in 2008.

•

Purchased approximately $2.9 billion of AAA-rated mortgage-backed securities issued by government-sponsored entities in 2008 to reduce interest rate sensitivity.

•

Increased average noninterest-bearing deposits $529 million, or six percent, in 2008, excluding the Financial Services Division.

•

Repurchased, at par, auction-rate-securities held by certain retail and institutional clients to ensure impacted customers were provided with a liquidity solution.

•

Enhanced capital ratios by issuing $2.25 billion of Tier 1 capital in the form of 2.25 million shares of preferred stock and a related warrant under the U.S. Department of Treasury Capital Purchase Program, implementing a loan optimization program, strict expense controls and lowering the quarterly dividend. The Tier 1 common capital and Tier 1 capital ratios were 7.08 percent and 10.66 percent, respectively, at December 31, 2008, up from 6.85 percent and 7.51 percent, respectively, at December 31, 2007. Reduced the quarterly cash dividend to $0.05 per share in the first quarter of 2009, to preserve capital.

13

OVERVIEW/EARNINGS PERFORMANCE

        Comerica Incorporated (the Corporation) is a financial holding company headquartered in Dallas, Texas. The Corporation's major business segments are the Business Bank, the Retail Bank and Wealth & Institutional Management. The core businesses are tailored to each of the Corporation's four primary geographic markets: Midwest, Western, Texas and Florida.

        The accounting and reporting policies of the Corporation and its subsidiaries conform to U.S. generally accepted accounting principles and prevailing practices within the banking industry. The Corporation's consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 to the consolidated financial statements. The most critical of these significant accounting policies are discussed in the "Critical Accounting Policies" section of this financial review.

        As a financial institution, the Corporation's principal activity is lending to and accepting deposits from businesses and individuals. The primary source of revenue is net interest income, which is derived principally from the difference between interest earned on loans and investment securities and interest paid on deposits and other funding sources. The Corporation also provides other products and services that meet the financial needs of customers and which generate noninterest income, the Corporation's secondary source of revenue. Growth in loans, deposits and noninterest income is affected by many factors, including the economic growth in the markets the Corporation serves, the financial requirements and health of customers and successfully adding new customers and/or increasing the number of products used by current customers. Success in providing products and services depends on the financial needs of customers and the types of products desired.

        The Corporation sold its stake in Munder Capital Management (Munder) in 2006. This financial review and the consolidated financial statements reflect Munder as a discontinued operation in all periods presented. For detailed information concerning the sale of Munder and the components of discontinued operations, refer to Note 27 to the consolidated financial statements.

        The remaining discussion and analysis of the Corporation's results of operations is based on results from continuing operations.

        Average loans in 2008 increased $1.9 billion, or four percent, from average 2007 levels. Excluding the Financial Services Division, average loans grew $2.8 billion, or six percent, in 2008, compared to 2007, with growth in most business lines, including Global Corporate Banking (18 percent), Specialty Businesses, which includes Entertainment, Energy, Leasing, Technology and Life Sciences, (14 percent) and Private Banking (15 percent). Excluding the Financial Services Division, average loans grew in all geographic markets in 2008, compared to 2007: Texas (14 percent), Western (six percent), Midwest (three percent), Florida (13 percent) and International (six percent). Average deposits, excluding the Financial Services Division increased $1.5 billion, or four percent from 2007, resulting primarily from an increase in other time deposits. Excluding the Financial Services Division, average noninterest-bearing deposits increased $529 million, or six percent, in 2008, compared to 2007. In the Financial Services Division, where customers deposit large balances (primarily noninterest-bearing) and the Corporation pays certain expenses on behalf of such customers and/or makes low-rate loans to such customers, average loans decreased $820 million, or 62 percent, in 2008. Average Financial Services Division deposits decreased $1.4 billion, or 36 percent, in 2008, compared to 2007, as average noninterest-bearing deposits decreased $1.2 billion and average interest-bearing deposits decreased $245 million due to reduced home prices, as well as, lower home mortgage financing and refinancing activity. Net interest income decreased nine percent in 2008, compared to 2007, primarily due to a decrease in loan portfolio yields and a reduced contribution from noninterest-bearing funds in a significantly low interest rate environment, a challenging deposit pricing environment, the impact of a higher level of nonaccrual loans and $38 million of tax-related non-cash charges to lease income in 2008, partially offset by growth in average earning assets, largely driven by growth in investment securities available-for-sale.

        Noninterest income increased less than one percent in 2008, compared to 2007, primarily due to securities gains realized on the sale of the Corporation's ownership of Visa, Inc. (Visa) ($48 million) and MasterCard shares ($14 million) in 2008, and increases in service charges on deposit accounts ($8 million) and letter of credit fees ($6 million), offset by decreases in deferred compensation asset returns ($33 million), net income from principal investing and warrants ($29 million), income from low income housing investments ($9 million), gains on sales of

14

SBA loans ($9 million) and commercial lending fees ($6 million). Changes in deferred compensation asset returns are offset by changes in deferred compensation plan costs in noninterest expenses.

        The Corporation's credit staff closely monitors the financial health of lending customers in order to assess ability to repay and to adequately provide for expected losses. Loan quality was impacted by challenges in the residential real estate development business in the Western market (primarily California) and to a lesser extent in the Middle Market and Small Business loan portfolios. Negative credit quality trends resulted in an increase in net credit-related charge-offs and nonperforming assets in 2008, compared to 2007.

        Noninterest expenses increased four percent in 2008, compared to 2007, primarily due to an $88 million net charge related to the repurchase of auction-rate securities and increases in severance-related expenses ($30 million), the provision for credit losses on lending-related commitments ($19 million) and net occupancy expense ($18 million), partially offset by decreases in salaries, excluding severance ($88 million) which included a decrease in deferred compensation plan costs ($33 million), and customer services expense ($30 million). The increase in net occupancy expense in 2008 included $10 million from the addition of 28 new banking centers in 2008 and 30 new banking centers in 2007. The refinement in the application of SFAS No. 91, "Accounting for Loan Origination Fees and Costs," (SFAS 91), as described in Note 1 to the consolidated financial statements, resulted in a $44 million reduction in salaries expense for the year 2008, compared to 2007. Full-time equivalent employees decreased six percent (approximately 600 employees) from year-end 2007 to year-end 2008, even with 135 full-time equivalent employees added to support new banking center openings.

        Over 50 percent of the Corporation's revenues are generated by the Business Bank business segment, making the Corporation highly sensitive to changes in the business environment in its primary geographic markets. To facilitate better balance among business segments and geographic markets, the Corporation opened 28 new banking centers in 2008 in markets with favorable demographics and plans to continue banking center expansion in these markets. This is expected to provide opportunity for growth across all business segments, especially in the Retail Bank and Wealth & Institutional Management segments, as the Corporation penetrates existing relationships through cross-selling and develops new relationships.

        Management provides the following general comments for the 2009 full-year outlook with the observation that it is increasingly difficult to forecast in the current uncertain economic environment:

–

Management expects to focus on new and expanding relationships, particularly in Small Business, Middle Market and Wealth Management with the appropriate pricing and credit standards.

–

Management expects full-year net interest margin pressure will continue. Management anticipates no change in the Federal Funds rate. Management also expects continued improvement in loan spreads, challenging deposit pricing and demand deposits that provide less value in a historically low interest rate environment.

–

Based on no significant further deterioration of the economic environment, management expects full-year net credit-related charge-offs to remain consistent with full-year 2008. The provision for credit losses is expected to continue to exceed net charge-offs.

–

Management expects a mid-single digit decrease in noninterest expenses, due to control of discretionary expenses and workforce.

        On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the Act) was signed into law. The Act amended certain provisions of the U.S. Department of the Treasury Capital Purchase Program (the Purchase Program) described in the Capital section of this financial review and Note 12 to the consolidated financial statements. The Act included a provision that requires the Secretary of the U.S. Treasury to establish standards to limit executive compensation and certain corporate expenditures for all current and future participants in the Purchase Program. As a Purchase Program participant, the Corporation is subject to any such standards established by the Secretary of the U.S. Treasury. The Act also amended the Purchase Program to allow participants, with regulatory approval, to redeem preferred shares issued to the U.S. Treasury with funds other than those raised through a "qualified equity offering" as described in Note 12 to the consolidated financial statements. Upon redemption of the preferred shares, the Secretary of the U.S. Treasury shall liquidate all warrants issued in connection with such preferred shares at the then current fair value per share. The Corporation is currently evaluating the impact of the Act on executive compensation and certain corporate expenditures and the redemption of the preferred shares.

15

TABLE 2:  ANALYSIS OF NET INTEREST INCOME
Fully Taxable Equivalent (FTE)

			Years Ended December 31
			2008								2007									2006
			Average Balance			Interest		Average Rate			Average Balance			Interest			Average Rate			Average Balance			Interest			Average Rate
			(dollar amounts in millions)
Commercial loans (1)(2)			$	28,870		$	1,468		5.08	%	$	28,132		$	2,038			7.25	%	$	27,341		$	1,877			6.87	%
Real estate construction loans				4,715			231		4.89			4,552			374			8.21			3,905			336			8.61
Commercial mortgage loans				10,411			580		5.57			9,771			709			7.26			9,278			675			7.27
Residential mortgage loans				1,886			112		5.94			1,814			111			6.13			1,570			95			6.02
Consumer loans				2,559			130		5.08			2,367			166			7.00			2,533			181			7.13
Lease financing (3)				1,356			8		0.59			1,302			40			3.04			1,314			52			4.00
International loans				1,968			101		5.13			1,883			133			7.06			1,809			127			7.01
Business loan swap income (expense) (4)				—			24		—			—			(67	)		—			—			(124	)		—
	Total loans (2)(5)			51,765			2,654		5.13			49,821			3,504			7.03			47,750			3,219			6.74
Auction-rate securities available-for-sale				193			6		2.95			—			—			—			—			—			—
Other investment securities available-for-sale				7,908			384		4.88			4,447			206			4.56			3,992			174			4.22
	Total investment securities available-for-sale (6)			8,101			390		4.83			4,447			206			4.56			3,992			174			4.22
Federal funds sold and securities purchased under agreements to resell				93			2		2.08			164			9			5.28			283			14			5.15
Interest-bearing deposits with banks				219			1		0.61			15			1			4.00			110			6			5.86
Other short-term investments				244			10		3.98			241			13			5.75			156			12			7.26
	Total earning assets			60,422			3,057		5.06			54,688			3,733			6.82			52,291			3,425			6.53
Cash and due from banks				1,185								1,352									1,557
Allowance for loan losses				(691	)							(520	)								(499	)
Accrued income and other assets				4,269								3,054									3,230
	Total assets		$	65,185							$	58,574								$	56,579
Money market and NOW deposits (1)			$	14,245			207		1.45		$	14,937			460			3.08		$	15,373			443			2.88
Savings deposits				1,344			6		0.45			1,389			13			0.93			1,441			11			0.79
Customer certificates of deposit				8,150			263		3.23			7,687			342			4.45			6,505			261			4.01
	Total interest-bearing core deposits			23,739			476		2.01			24,013			815			3.39			23,319			715			3.07
Other time deposits (4)				6,715			232		3.45			5,563			300			5.39			4,489			235			5.23
Foreign office time deposits (8)				926			26		2.77			1,071			52			4.85			1,131			55			4.82
	Total interest-bearing deposits			31,380			734		2.34			30,647			1,167			3.81			28,939			1,005			3.47
Short-term borrowings				3,763			87		2.30			2,080			105			5.06			2,654			130			4.89
Medium- and long-term debt (4)(7)				12,457			415		3.33			8,197			455			5.55			5,407			304			5.63
	Total interest-bearing sources			47,600			1,236		2.59			40,924			1,727			4.22			37,000			1,439			3.89
Noninterest-bearing deposits (1)				10,623								11,287									13,135
Accrued expenses and other liabilities				1,520								1,293									1,268
Shareholders' equity				5,442								5,070									5,176
	Total liabilities and shareholders' equity		$	65,185							$	58,574								$	56,579
Net interest income/rate spread (FTE)						$	1,821		2.47					$	2,006			2.60					$	1,986			2.64
FTE adjustment (9)						$	6							$	3								$	3
Impact of net noninterest-bearing sources of funds									0.55									1.06									1.15
Net interest margin (as a percentage of average earning assets) (FTE) (2)(3)									3.02	%								3.66	%								3.79	%
(1)		FSD balances included above:
		Loans (primarily low-rate)	$	498		$	7		1.40	%	$	1,318		$	9			0.69	%	$	2,363		$	13			0.57	%
		Interest-bearing deposits		957			19		1.99			1,202			47			3.91			1,710			66			3.86
		Noninterest-bearing deposits		1,643								2,836									4,374
(2)		Impact of FSD loans (primarily low-rate) on the following:
		Commercial loans							(0.07	)%								(0.32	)%								(0.59	)%
		Total loans							(0.03	)								(0.18	)								(0.32	)
		Net interest margin (FTE) (assuming loans were funded by noninterest-bearing deposits)							(0.01	)								(0.08	)								(0.16	)
(3)		2008 net interest income declined $38 million and the net interest margin declined six basis points due to tax-related non-cash lease income charges. Excluding these charges, the net interest margin would have been 3.08%.
(4)		The gain or loss attributable to the effective portion of cash flow hedges of loans is shown in "Business loan swap income (expense)". The gain or loss attributable to the effective portion of fair value hedges of medium- and long-term debt, which totaled a net gain of $43 million in 2008, is included in the related interest expense line item.
(5)		Nonaccrual loans are included in average balances reported and are used to calculate rates.
(6)		Average rate based on average historical cost.
(7)		Medium- and long-term debt average balances have been adjusted to reflect the gain or loss attributable to the risk hedged by risk management swaps that qualify as a fair value hedge.
(8)		Includes substantially all deposits by foreign domiciled depositors; deposits are primarily in excess of $100,000.
(9)		The FTE adjustment is computed using a federal income tax rate of 35%.

16

TABLE 3: RATE-VOLUME ANALYSIS
Fully Taxable Equivalent (FTE)

			2008/2007									2007/2006
			Increase (Decrease) Due to Rate			Increase (Decrease) Due to Volume *			Net Increase (Decrease)			Increase (Decrease) Due to Rate			Increase (Decrease) Due to Volume *			Net Increase (Decrease)
			(in millions)
Interest income (FTE):
Loans:
	Commercial loans		$	(608	)	$	38		$	(570	)	$	104		$	57		$	161
	Real estate construction loans			(151	)		8			(143	)		(16	)		54			38
	Commercial mortgage loans			(165	)		36			(129	)		(1	)		35			34
	Residential mortgage loans			(3	)		4			1			1			15			16
	Consumer loans			(46	)		10			(36	)		(3	)		(12	)		(15	)
	Lease financing			(32	)		—			(32	)		(12	)		—			(12	)
	International loans			(36	)		4			(32	)		1			5			6
	Business loan swap income (expense)			91			—			91			57			—			57
		Total loans		(950	)		100			(850	)		131			154			285
Auction-rate securities available-for-sale				—			6			6			—			—			—
Other investment securities available-for-sale				10			168			178			11			21			32
		Total investment securities available-for-sale		10			174			184			11			21			32
Federal funds sold and securities purchased under agreements to resell				(5	)		(2	)		(7	)		1			(6	)		(5	)
Interest-bearing deposits with banks				(1	)		1			—			(2	)		(3	)		(5	)
Other short-term investments				(4	)		1			(3	)		(1	)		2			1
		Total interest income (FTE)		(950	)		274			(676	)		140			168			308
Interest expense:
Interest-bearing deposits:
	Money market and NOW accounts			(242	)		(11	)		(253	)		30			(13	)		17
	Savings deposits			(7	)		—			(7	)		2			—			2
	Customer certificates of deposit			(94	)		15			(79	)		29			52			81
	Other time deposits			(108	)		40			(68	)		7			58			65
	Foreign office time deposits			(22	)		(4	)		(26	)		—			(3	)		(3	)
		Total interest-bearing deposits		(473	)		40			(433	)		68			94			162
Short-term borrowings				(57	)		39			(18	)		5			(30	)		(25	)
Medium- and long-term debt				(182	)		142			(40	)		(4	)		155			151
		Total interest expense		(712	)		221			(491	)		69			219			288
		Net interest income (FTE)	$	(238	)	$	53		$	(185	)	$	71		$	(51	)	$	20

*

Rate/volume variances are allocated to variances due to volume.

17

NET INTEREST INCOME

        Net interest income is the difference between interest and yield-related fees earned on assets and interest paid on liabilities. Adjustments are made to the yields on tax-exempt assets in order to present tax-exempt income and fully taxable income on a comparable basis. Gains and losses related to the effective portion of risk management interest rate swaps that qualify as hedges are included with the interest income or expense of the hedged item when classified in net interest income. Net interest income on a fully taxable equivalent (FTE) basis comprised 67 percent of total revenues in 2008, compared to 69 percent in 2007 and 70 percent in 2006. Table 2 of this financial review provides an analysis of net interest income for the years ended December 31, 2008, 2007 and 2006. The rate-volume analysis in Table 3 above details the components of the change in net interest income on a FTE basis for 2008, compared to 2007, and 2007, compared to 2006.

        Net interest income (FTE) was $1.8 billion in 2008, a decrease of $185 million, or nine percent, from 2007. The net interest margin (FTE), which is net interest income (FTE) expressed as a percentage of average earning assets, decreased to 3.02 percent in 2008, from 3.66 percent in 2007. The decrease in net interest income in 2008 was primarily due to a decrease in loan portfolio yields and a reduced contribution from noninterest-bearing funds in a significantly lower interest rate environment, a competitive environment for deposit pricing, the impact of a higher level of nonaccrual loans and $38 million of tax-related non-cash charges to lease income in 2008, partially offset by growth in average earning assets, largely driven by growth in investment securities available-for-sale. The lease income charges reflected the reversal of previously recognized income resulting from projected changes in the timing of income tax cash flows on certain structured leasing transactions and will fully reverse over the remaining lease terms (up to 19 years). Further information about the charges can be found in the "Income Taxes and Tax-related Items" section of this financial review and Note 17 to the consolidated financial statements. The decrease in the net interest margin (FTE) resulted primarily from the reasons cited for the decline in net interest income discussed above, and as a result of the change in the mix of both earning assets, driven by growth in investment securities available-for-sale, and interest-bearing sources of funds. The 2008 lease income charges discussed above reduced the net interest margin by six basis points. Average earning assets increased $5.7 billion, or 10 percent, to $60.4 billion in 2008, compared to 2007, primarily as a result of a $3.7 billion increase in average investment securities available-for-sale and a $1.9 billion increase in average loans.

        Net interest income and net interest margin are impacted by the operations of the Corporation's Financial Services Division. Financial Services Division customers deposit large balances (primarily noninterest-bearing) and the Corporation pays certain expenses on behalf of such customers ("customer services" included in "noninterest expenses" on the consolidated statements of income) and/or makes low-rate loans to such customers (included in "net interest income" on the consolidated statements of income). The Financial Services Division serves title and escrow companies that facilitate residential mortgage transactions and benefits from customer deposits related to mortgage escrow balances. Financial Services Division deposit levels may change with the direction of mortgage activity changes, the desirability of such deposits and competition for deposits. Footnote (1) to Table 2 of this financial review displays average Financial Services Division loans (primarily low-rate) and deposits, with related interest income/expense and average rates. Average Financial Services Division loans (primarily low-rate) decreased $820 million, and average Financial Services Division noninterest-bearing deposits decreased $1.2 billion in 2008, compared to 2007. Footnote (2) to Table 2 of this financial review displays the impact of Financial Services Division loans on net interest margin (assuming the loans were funded by Financial Services Division noninterest-bearing deposits), which was a decrease of one basis point in 2008, compared to a decrease of eight basis points in 2007 and 16 basis points in 2006.

        The Corporation implements various asset and liability management tactics to manage net interest income exposure to interest rate risk. Refer to the "Interest Rate Risk" section of this financial review for additional information regarding the Corporation's asset and liability management policies.

        In 2007, net interest income (FTE) was $2.0 billion, an increase of $20 million, or one percent, from 2006. The net interest margin (FTE) decreased to 3.66 percent in 2007, from 3.79 percent in 2006. The increase in net

18

interest income in 2007 was due to loan growth, which was partially offset by a decline in noninterest-bearing deposits (primarily in the Financial Services Division) and competitive environments for both loan and deposit pricing. The decrease in net interest margin (FTE) was due to loan growth, a competitive loan and deposit pricing environment and changes in the funding mix, including a continued shift in funding sources toward higher-cost funds. Partially offsetting these decreases were maturities of interest rate swaps that carried negative spreads, which provided a 10 basis point improvement to the net interest margin in 2007, compared to 2006. Average earning assets increased $2.4 billion, or five percent, to $54.7 billion in 2007, compared to 2006, primarily as a result of a $2.1 billion increase in average loans and a $455 million increase in average investment securities available-for-sale. Average Financial Services Division loans (primarily low-rate) decreased $1.0 billion, and average Financial Services Division noninterest-bearing deposits decreased $1.5 billion in 2007, compared to 2006.

        Management expects average full-year 2009 net interest margin pressure will continue. Management anticipates no change in the Federal Funds rate. Management also expects continued improvement in loan spreads, challenging deposit pricing and demand deposits that provide less value in a historically low interest rate environment.

PROVISION FOR CREDIT LOSSES

        The provision for credit losses includes both the provision for loan losses and the provision for credit losses on lending-related commitments. The provision for loan losses reflects management's evaluation of the adequacy of the allowance for loan losses. The allowance for loan losses represents management's assessment of probable losses inherent in the Corporation's loan portfolio. The provision for credit losses on lending-related commitments, a component of "noninterest expenses" on the consolidated statements of income, reflects management's assessment of the adequacy of the allowance for credit losses on lending-related commitments. The allowance for credit losses on lending-related commitments, which is included in "accrued expenses and other liabilities" on the consolidated balance sheets, covers probable credit-related losses inherent in credit-related commitments, including letters of credit and financial guarantees. The Corporation performs an in-depth quarterly credit quality review to determine the adequacy of both allowances. For a further discussion of both the allowance for loan losses and the allowance for credit losses on lending-related commitments, refer to the "Credit Risk" and the "Critical Accounting Policies" sections of this financial review.

        The provision for loan losses was $686 million in 2008, compared to $212 million in 2007 and $37 million in 2006. The $474 million increase in the provision for loan losses in 2008, compared to 2007, resulted primarily from continuing challenges in the residential real estate development business located in the Western market (primarily California) and to a lesser extent in the Middle Market and Small Business loan portfolios. National growth has been hampered by turmoil in the financial markets, declining home values and rising unemployment rates. California lagged national growth primarily due to continued problems in the state's real estate sector. Evidence of real estate weakness in California included the continued downtrend of median sales prices of existing single-family homes and residential building permits (January through November), which declined 43 percent from one year ago. Michigan continued to contract for a fifth consecutive year. The average 2008 Michigan Business Activity index compiled by the Corporation for the first eleven months of 2008 was running six percent below the average for all of 2007. The Michigan Business Activity represents nine different measures of Michigan economic activity compiled by the Corporation. The sharp decline in car sales nationally, the restructuring in the auto sector and the recession nationally were major factors holding back the Michigan economy. A wide variety of economic reports consistently showed that Texas continued to outperform the nation in 2008, though growth clearly slowed from the rapid pace seen in 2007. Texas continued to benefit from its energy sector and a much more modest retrenchment in homebuilding than in most other states, though a downturn in energy production in the fourth quarter 2008, which is expected to continue into 2009, suggests that Texas will outperform the nation by a smaller margin in 2009. Forward-looking indicators suggest that economic conditions in the Corporation's primary markets are likely to deteriorate in 2009 relative to recent trends as a national recession continues. The increase in the provision for loan losses in 2007, when compared to

19

2006, was primarily the result of challenges in the residential real estate development business in Michigan and California and a leveling off of overall credit quality improvement trends in the Texas market and the remaining businesses of the Western market.

        The provision for credit losses on lending-related commitments was a charge of $18 million in 2008, compared to a negative provision of $1 million and charge of $5 million in 2007 and 2006, respectively. The $19 million increase in the provision for credit losses on lending-related commitments in 2008 was primarily the result of an increase in specific reserves related to unused commitments extended to customers in the Michigan Commercial Real Estate business line and California and residential real estate development business and standby letters of credit extended to customers in the Michigan commercial real estate industry. The decrease in 2007 was primarily the result of a decrease in specific reserves related to unused commitments extended to two large customers in the automotive industry. These reserves declined due to sales of commitments and improved market values for the remaining commitments. An analysis of the changes in the allowance for credit losses on lending-related commitments is presented in the "Credit Risk" section of this financial review.

        Net loan charge-offs in 2008 were $471 million, or 0.91 percent of average total loans, compared to $149 million, or 0.30 percent, in 2007 and $60 million, or 0.13 percent, in 2006. The net loan charge-offs incurred in 2008 were relatively consistent in each quarter. The $322 million increase from 2007 resulted primarily from increases in Western residential real estate development ($171 million), included in the Commercial Real Estate line of business, Middle Market lending ($37 million) and Small Business lending ($26 million). Total net credit-related charge-offs, which includes net charge-offs on both loans and lending-related commitments, were $472 million, or 0.91 percent of average total loans, in 2008, compared to $153 million, or 0.31 percent, in 2007 and $72 million, or 0.15 percent, in 2006. Of the $319 million increase in net credit-related charge-offs in 2008, compared to 2007, net credit-related charge-offs in the Business Bank business segment increased $275 million. By geographic market, net credit-related charge-offs in the Western and Midwest markets increased $213 million and $42 million, respectively, in 2008, compared to 2007. Excluding Commercial Real Estate, net credit-related charge-offs were $206 million, or 0.46 percent of average loans in 2008. An analysis of the changes in the allowance for loan losses, including charge-offs and recoveries by loan category, is presented in Table 8 of this financial review. An analysis of the changes in the allowance for credit losses on lending-related commitments is presented in the "Credit Risk" section of this financial review.

        Based on no significant further deterioration of the economic environment, management expects full-year 2009 net credit-related charge-offs to remain consistent with full-year 2008. The provision for credit losses is expected to exceed net charge-offs in 2009.

20

NONINTEREST INCOME

		Years Ended December 31
		2008		2007		2006
		(in millions)
Service charges on deposit accounts		$	229	$	221	$	218
Fiduciary income			199		199		180
Commercial lending fees			69		75		65
Letter of credit fees			69		63		64
Card fees			58		54		46
Brokerage fees			42		43		40
Foreign exchange income			40		40		38
Bank-owned life insurance			38		36		40
Net securities gains			67		7		—
Net gain (loss) on sales of businesses			—		3		(12	)
Income from lawsuit settlement			—		—		47
Other noninterest income			82		147		129
	Total noninterest income	$	893	$	888	$	855

        Noninterest income increased $5 million, or less than one percent, to $893 million in 2008, compared to $888 million in 2007, and increased $33 million, or four percent, in 2007, compared to $855 million in 2006. Excluding net securities gains, net gain (loss) on sales of businesses and income from lawsuit settlement, noninterest income decreased six percent in 2008, compared to 2007, and increased seven percent in 2007, compared to 2006. An analysis of increases and decreases by individual line item is presented below.

        Service charges on deposit accounts increased $8 million, or three percent, to $229 million in 2008, compared to $221 million in 2007, and increased $3 million, or one percent, in 2007, compared to $218 million in 2006. The increase in 2008 was primarily due to lower earnings credit allowances provided to business customers as a result of the interest rate environment.

        Fiduciary income of $199 million was unchanged in 2008, compared to 2007, and increased $19 million, or 11 percent, in 2007, compared to $180 million in 2006. Personal and institutional trust fees are the two major components of fiduciary income. These fees are based on services provided and assets managed. Fluctuations in the market values of the underlying assets managed, which include both equity and fixed income securities, impact fiduciary income. In 2008, lower fees related to the market decline were offset by net new business. The increase in 2007 was due to net new business and market appreciation.

        Commercial lending fees decreased $6 million, or eight percent, in 2008, compared to an increase of $10 million, or 16 percent, in 2007. The majority of the decrease in 2008 resulted from lower participation fees and lower unused commercial loan commitments. The increase in 2007 was primarily due to higher unused commercial loan commitments and participation fees.

        Letter of credit fees increased $6 million, or 10 percent, in 2008, compared to a decrease of $1 million, or two percent, in 2007. The increase in 2008 was principally due to one-time adjustments related to the timing of recognition of letter of credit fees. The decrease in 2007 was principally due to competitive pricing pressures and lower demand resulting from the recent challenges in the residential real estate market.

        Card fees, which consist primarily of interchange fees earned on debit and commercial cards, increased $4 million, or nine percent, to $58 million in 2008, compared to $54 million in 2007, and increased $8 million, or 16 percent, in 2007, compared to $46 million in 2006. Growth in both 2008 and 2007 resulted primarily from an increase in transaction volume caused by the continued shift to electronic banking, new customer accounts and new products.

21

        Brokerage fees of $42 million decreased $1 million, or three percent, in 2008, compared to $43 million and $40 million in 2007 and 2006, respectively. Brokerage fees include commissions from retail broker transactions and mutual fund sales and are subject to changes in the level of market activity. The decrease in 2008 was primarily due to lower transaction volumes as a result of strained market conditions. The increase in 2007 was primarily due to increased customer investments in money market mutual funds.

        Foreign exchange income of $40 million was unchanged in 2008, compared to 2007, and increased $2 million in 2007, compared to 2006. The increase in 2007 was primarily due to the impact of exchange rate changes on the Canadian dollar denominated net assets held at the Corporation's Canadian branch.

        Bank-owned life insurance income increased $2 million, to $38 million in 2008, compared to a decrease of $4 million, to $36 million in 2007. The increase in 2008 resulted primarily from an increase in death benefits received. The decrease in 2007 resulted primarily from decreases in death benefits received and earnings.

        Net securities gains increased $60 million to $67 million in 2008, compared to $7 million in 2007 and a minimal amount in 2006. Included in 2008 were gains on the sales of the Corporation's ownership of Visa ($48 million) and MasterCard shares ($14 million). There were no individually significant gains in 2007 and 2006.

        The net gain on sales of businesses in 2007 included a net gain of $1 million on the sale of an insurance subsidiary and a $2 million adjustment to reduce the loss on the 2006 sale of the Corporation's Mexican bank charter, while 2006 included a net loss of $12 million on the sale of the Mexican bank charter.

        The income from lawsuit settlement of $47 million in 2006 resulted from a payment received to settle a Financial Services Division-related lawsuit.

        Other noninterest income decreased $65 million, or 45 percent, in 2008, compared to an increase of $18 million, or 15 percent, in 2007. The following table illustrates fluctuations in certain categories included in "other noninterest income" on the consolidated statements of income.

		Years Ended December 31
		2008			2007			2006
		(in millions)
Other noninterest income
	Risk management hedge gains (losses) from interest rate and foreign exchange contracts	$	8		$	3		$	(1	)
	Amortization of low income housing investments		(42	)		(33	)		(29	)
	Gain on sale of SBA loans		5			14			12
	Net income (loss) from principal investing and warrants		(10	)		19			10
	Deferred compensation asset returns *		(26	)		7			3

*

Compensation deferred by the Corporation's officers is invested in stocks and bonds to reflect the investment selections of the officers. Income (loss) on these assets is reported in noninterest income and the offsetting increase (decrease) in the liability is reported in salaries expense.

22

NONINTEREST EXPENSES

		Years Ended December 31
		2008		2007			2006
		(in millions)
Salaries		$	781	$	844		$	823
Employee benefits			194		193			184
	Total salaries and employee benefits		975		1,037			1,007
Net occupancy expense			156		138			125
Equipment expense			62		60			55
Outside processing fee expense			104		91			85
Software expense			76		63			56
Customer services			13		43			47
Litigation and operational losses			103		18			11
Provision for credit losses on lending-related commitments			18		(1	)		5
Other noninterest expenses			244		242			283
	Total noninterest expenses	$	1,751	$	1,691		$	1,674

        Noninterest expenses increased $60 million, or four percent, to $1,751 million in 2008, compared to $1,691 million in 2007, and increased $17 million, or one percent, in 2007, from $1,674 million in 2006. Excluding an $88 million net charge related to the repurchase of auction-rate securities from certain customers in 2008, noninterest expenses decreased $28 million, or two percent, in 2008, compared to 2007, largely due to decreases in salaries, excluding severance ($88 million) which included a decrease in deferred compensation plan costs ($33 million), and customer services expense ($30 million), partially offset by increases in severance-related expenses ($30 million), the provision for credit losses on lending-related commitments ($19 million) and net occupancy expense ($18 million). An analysis of increases and decreases by individual line item is presented below.

        The following table summarizes the various components of salaries and employee benefits expense.

			Years Ended December 31
			2008			2007		2006
			(in millions)
Salaries
	Regular salaries (including contract labor)		$	609		$	635	$	619
	Severance			29			4		8
	Incentives			117			138		134
	Deferred compensation plan costs			(25	)		8		5
	Share-based compensation			51			59		57
		Total salaries		781			844		823
Employee benefits
	Pension expense			20			36		39
	Severance-related benefits			5			—		—
	Other employee benefits			169			157		145
		Total employee benefits		194			193		184
		Total salaries and employee benefits	$	975		$	1,037	$	1,007

        Salaries expense decreased $63 million, or seven percent, in 2008, compared to an increase of $21 million, or three percent, in 2007. The decrease in 2008 was primarily due to decreases in deferred compensation plan costs ($33 million), regular salaries ($26 million), incentives ($21 million), and share-based compensation

23

($8 million), partially offset by an increase in severance expense ($25 million). The decrease in deferred compensation plan costs were offset by decreased deferred compensation asset returns in noninterest income. The decrease in regular salaries in 2008 was primarily the result of the refinement in the application of SFAS 91 ($44 million), as described in Note 1 to the consolidated financial statements, and a decrease in staff size of approximately 600 full-time equivalent employees from year-end 2007 to year-end 2008. Partially offsetting the decreases in regular salaries in 2008 was annual merit increases of approximately $16 million. The $25 million increase in severance expense reflected staff reduction efforts in the fourth quarter of 2008, primarily in response to deteriorating economic conditions. The increase in 2007 was primarily due to increases in regular salaries of $16 million and incentive compensation of $4 million. The increase in regular salaries in 2007 was primarily the result of annual merit increases of approximately $18 million, partially offset by a decline in contract labor costs associated with technology-related projects. In addition, staff size increased approximately 80 full-time equivalent employees from year-end 2006 to year-end 2007, including approximately 140 full-time equivalent employees added in new banking centers.

        Employee benefits expense increased $1 million, or one percent, in 2008, compared to an increase of $9 million, or five percent, in 2007. An increase in staff insurance costs and severance related benefits in 2008, when compared to 2007, was substantially offset by a decline in pension expense. The increase in 2007 resulted primarily from an increase in defined contribution plan expense, mostly from a change in the Corporation's core matching contribution rate effective January 1, 2007. For a further discussion of pension and defined contribution plan expense, refer to the "Critical Accounting Policies" section of this financial review and Note 16 to the consolidated financial statements.

        Net occupancy and equipment expense increased $20 million, or 10 percent, to $218 million in 2008, compared to an increase of $18 million, or 10 percent, in 2007. Net occupancy and equipment expense increased $11 million and $9 million in 2008 and 2007, respectively, due to the addition of 28 new banking centers in 2008, 30 in 2007 and 25 in 2006.

        Outside processing fee expense increased $13 million, or 13 percent, to $104 million in 2008, from $91 million in 2007, compared to an increase of $6 million, or seven percent, in 2007. The increases in 2008 and 2007 are from higher volume in activity-based processing charges, in part related to outsourcing.

        Software expense increased $13 million, or 21 percent, in 2008, compared to an increase of $7 million, or 12 percent in 2007. The increases in both 2008 and 2007 were primarily due to increased investments in technology, including banking center and treasury management sales tracking tools, anti-money laundering initiatives, transition from paper to electronic check processing and the continued development of loan portfolio and enterprise level analytical tools, combined with an increase in both amortization and maintenance costs.

        Customer services expense decreased $30 million, or 69 percent, to $13 million in 2008, from $43 million in 2007, and decreased $4 million, or seven percent, in 2007, from $47 million in 2006. Customer services expense represents certain expenses paid on behalf of particular customers, and is one method to attract and retain title and escrow deposits in the Financial Services Division. The amount of customer services expense varies from period to period as a result of changes in the level of noninterest-bearing deposits and low-rate loans in the Financial Services Division and the earnings credit allowances provided on these deposits, as well as, a competitive environment.

        Litigation and operational losses increased $85 million to $103 million in 2008, from $18 million in 2007, and increased $7 million in 2007, compared to $11 million in 2006. Litigation and operational losses include traditionally defined operating losses, such as fraud or processing problems, as well as, uninsured losses and litigation losses. These expenses are subject to fluctuation due to timing of authorized and actual litigation settlements, as well as, insurance settlements. The increase in 2008 is primarily due to a net charge of $88 million related to the repurchase of auction-rate securities from certain customers, partially offset by a 2008 reversal of a $13 million loss sharing expense related to the Corporation's membership in Visa recognized in 2007. For additional information on the repurchase of auction-rate securities, refer to the "Investment Securities Available-for-Sale" portion of the "Balance Sheet and Capital Funds Analysis" section and "Critical Accounting

24

Policies" section of this financial review and Note 28 to the consolidated financial statements. The increase in 2007 reflected the $13 million Visa loss sharing expense discussed above partially offset by a litigation-related insurance settlement of $8 million received in 2007.

        The provision for credit losses on lending-related commitments increased $19 million to $18 million in 2008, from a negative provision of $1 million in 2007, and decreased $6 million in 2007, compared to a provision of $5 million in 2006. For additional information on the provision for credit losses on lending-related commitments, refer to Notes 1 and 20 to the consolidated financial statements, respectively, and the "Provision for Credit Losses" section of this financial review.

        Other noninterest expenses increased $2 million, or one percent, in 2008, compared to a decrease of $41 million, or 14 percent, in 2007. The increase in 2008, compared to 2007, resulted primarily from an $11 million increase in Federal Deposit Insurance Corporation (FDIC) insurance. The decrease in 2007 was primarily the result of the prospective change in classification of interest on income tax liabilities to "provision for income taxes" in 2007. The following table illustrates the fluctuations in certain categories included in "other noninterest expenses" on the consolidated statements of income.

		Years Ended December 31
		2008		2007		2006
		(in millions)
Other noninterest expenses
	FDIC insurance	$	16	$	5	$	5
	Other real estate expenses		10		7		4
	Interest on income tax liabilities		N/A		N/A		38

N/A — Not Applicable

        Management expects a mid single-digit decrease in noninterest expenses in 2009 compared to 2008 levels, due to control of discretionary expenses and workforce.

INCOME TAXES AND TAX-RELATED ITEMS

        The provision for income taxes was $59 million in 2008, compared to $306 million in 2007 and $345 million in 2006. The provision for income taxes in 2008 reflected the impact of lower pre-tax income and included a net after-tax charge of $9 million related to the acceptance of a global settlement offered by the IRS on certain structured leasing transactions, settlement with the IRS on disallowed foreign tax credits related to a series of loans to foreign borrowers and other tax adjustments. The provision for income taxes in 2007 included a $9 million reduction ($6 million after-tax) of interest resulting from a settlement with the Internal Revenue Service (IRS) on a refund claim.

        The effective tax rate, computed by dividing the provision for income taxes by income from continuing operations before income taxes, was 21.7 percent in 2008, 31.0 percent in 2007 and 30.6 percent in 2006. Changes in the effective tax rate in 2008 from 2007, and 2007 from 2006, are disclosed in Note 17 to these consolidated financial statements. The Corporation had a net deferred tax asset of $29 million at December 31, 2008. Included in net deferred taxes at December 31, 2008 were deferred tax assets of $625 million, net of a $1 million valuation allowance established for certain state deferred tax assets. A valuation allowance is provided when it is "more-likely-than-not" that some portion of the deferred tax asset will not be realized. Deferred tax assets are evaluated for realization based on available evidence and assumptions made regarding future events. In the event that the future taxable income does not occur in the manner anticipated, other initiatives could be undertaken to preclude the need to recognize a valuation allowance against the deferred tax asset.

        On January 1, 2007 the Corporation adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109," (FIN 48). As a result, the Corporation recognized an increase in the liability for unrecognized tax benefits of approximately $18 million at

25

January 1, 2007, accounted for as a change in accounting principle via a decrease to the opening balance of retained earnings ($13 million after-tax). For further discussion of FIN 48, refer to Note 17 to these consolidated financial statements.

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

        Income from discontinued operations, net of tax, was $1 million in 2008, compared to $4 million in 2007 and $111 million in 2006. Income from discontinued operations in 2008 reflected income accrued on a contingent note related to the sale of Munder in 2006. 2008 and 2007 also included adjustments to the initial gain recorded on the sale of Munder in 2006. For further information on the sale of Munder and discontinued operations, refer to Note 27 to the consolidated financial statements.

PREFERRED STOCK DIVIDENDS

        In the fourth quarter 2008, the Corporation participated in the U.S. Department of Treasury (U.S. Treasury) Capital Purchase Program (the Purchase Program) and received proceeds of $2.25 billion from the U.S. Treasury. In return, the Corporation issued 2.25 million shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series F, without par value (preferred shares) and granted a warrant to purchase 11.5 million shares of common stock to the U.S. Treasury. The preferred shares pay a cumulative dividend rate of five percent per annum on the liquidation preference of $1,000 per share through November 2013, and a rate of nine percent per annum thereafter.

        The proceeds from the Purchase Program were allocated between the preferred shares and the related warrant based on relative fair value, which resulted in an initial carrying value of $2.1 billion for the preferred shares and $124 million for the warrant. The resulting discount to the preferred shares of $124 million will accrete on a level yield basis over five years through November 2013 and is being recognized as additional preferred stock dividends.

        Preferred stock dividends, including the accretion of the discount, were $17 million for the fourth quarter and the year ended December 31, 2008. Preferred stock dividends are expected to be approximately $33 million for the first quarter 2009 and $134 million for the full-year 2009.

        For further information on the Purchase Program, refer to the "Capital" section of this financial review and Note 12 to the consolidated financial statements.

26

STRATEGIC LINES OF BUSINESS

BUSINESS SEGMENTS

        The Corporation's operations are strategically aligned into three major business segments: the Business Bank, the Retail Bank and Wealth & Institutional Management. These business segments are differentiated based upon the products and services provided. In addition to the three major business segments, the Finance Division is also reported as a segment. The Other category includes discontinued operations and items not directly associated with these business segments or the Finance Division. Note 24 to the consolidated financial statements describes the business activities of each business segment and the methodologies which form the basis for these results, and presents financial results of these business segments for the years ended December 31, 2008, 2007 and 2006.

        The following table presents net income (loss) by business segment.

		Years Ended December 31
		2008					2007					2006
		(dollar amounts in millions)
Business Bank		$	237		89	%	$	516		72	%	$	597		72	%
Retail Bank			34		13			128		18			179		21
Wealth & Institutional Management			(4	) *	(2	)		70		10			61		7
			267		100	%		714		100	%		837		100	%
Finance			(48	)				(38	)				(59	)
Other **			(6	)				10					115
	Total	$	213				$	686				$	893

*

2008 included an $88 million net charge ($56 million, after-tax) related to the repurchase of auction-rate securities from customers.

**

Includes discontinued operations and items not directly associated with the three major business segments or the Finance Division.

        The Business Bank's net income decreased $279 million, or 54 percent, to $237 million in 2008, compared to a decrease of $81 million, or 14 percent, to $516 million in 2007. Net interest income (FTE) was $1.3 billion in 2008, a decrease of $72 million, or five percent, compared to 2007. The decrease in net interest income (FTE) was primarily due to a decline in deposit spreads caused by a competitive rate environment and $38 million of tax-related non-cash charges to income related to certain structured leasing transactions, partially offset by the reduced negative impact of the Financial Services Division (see footnote (2) to Table 2) and a $2.0 billion increase in average loans, excluding the Financial Services Division. Excluding the tax-related non-cash charges to income, loan spreads improved in the second half of 2008, particularly in the fourth quarter. The provision for loan losses increased $365 million to $543 million in 2008, from $178 million in 2007, primarily due to increases in reserves for the residential real estate development business, mostly in California, and to a lesser extent the Middle Market and Global Corporate loan portfolios. Net credit-related charge-offs increased $275 million, primarily due to an increase in charge-offs in the Commercial Real Estate, largely the residential real estate development business, and Middle Market loan portfolios. Noninterest income of $302 million in 2008 increased $11 million from 2007, reflecting a $14 million gain on the sale of MasterCard shares in 2008 and increases in foreign exchange income ($5 million), service charges on deposits ($4 million) and income from customer derivatives ($4 million), partially offset by a decrease in income from low income housing investments ($9 million) and a decline in warrant income ($7 million) in 2008, when compared to 2007. Noninterest expenses of $709 million in 2008 were unchanged from 2007, as decreases in customer services expense ($30 million), salaries ($35 million), including a $17 million decrease from the refinement in the application of SFAS 91, as described in Note 1 to the consolidated financial statements, and a $15 million decrease in incentive

27

compensation, were offset by increases in allocated net corporate overhead expenses ($21 million) and the provision for credit losses on lending-related commitments ($13 million), legal fees ($5 million), and nominal increases in several other expense categories. The corporate overhead allocation rates used were approximately 6.3 percent and 5.5 percent in 2008 and 2007, respectively. The increase in rate in 2008, when compared to 2007, resulting primarily from a change in the allocation of funding credits and an increase in expenses not assigned directly to the segments.

        The Retail Bank's net income decreased $94 million, or 74 percent, to $34 million in 2008, compared to a decrease of $51 million, or 28 percent, to $128 million in 2007. Net interest income (FTE) of $566 million decreased $104 million, or 16 percent, in 2008, primarily due to a decline in deposit spreads caused by a competitive pricing environment, partially offset by the benefit of a $208 million increase in average loans. The provision for loan losses increased $82 million in 2008, primarily due to increases in reserves for the Small Business and home equity loan portfolios. Noninterest income of $258 million increased $38 million in 2008, from $220 million in 2007, primarily due to a $48 million gain on the sale of Visa shares in 2008, partially offset by a $9 million decline in net gains from the sale of Small Business loans. Noninterest expenses of $645 million in 2008 decreased $9 million from 2007, primarily due to the first quarter 2008 reversal of a $13 million Visa loss sharing expense recognized in 2007 and a $9 million decrease in salaries, including a $21 million decrease from the refinement in the application of SFAS 91, as described in Note 1 to the consolidated financial statements, partially offset by increases in net occupancy expense ($11 million), resulting primarily from new banking centers, allocated net corporate overhead expenses ($4 million) and FDIC expense ($4 million). Refer to the Business Bank discussion above for an explanation of the increase in allocated net corporate overhead expenses. The Corporation opened 28 new banking centers in 2008 and 30 new banking centers in 2007, resulting in a $20 million increase in noninterest expenses in 2008, compared to 2007.

        Wealth & Institutional Management's net income decreased $74 million to a net loss of $4 million in 2008, compared to an increase of $9 million, or 15 percent, to $70 million in 2007. Net interest income (FTE) of $148 million increased $3 million, or two percent, in 2008, compared to 2007, due to a $605 million increase in average loans from 2007, partially offset by decreases in loan and deposit spreads. Loan spreads improved in the second half of 2008, particularly in the fourth quarter. The provision for loan losses increased $28 million, primarily due to an increase in reserves for the Private Banking loan portfolio. Noninterest income of $292 million increased $9 million, or three percent, in 2008, primarily due to increases in net securities gains ($4 million) and insurance commission income ($3 million). Noninterest expenses of $422 million in 2008 increased $100 million from 2007, primarily due to an $88 million net charge in 2008 related to the offer to repurchase, at par, auction-rate securities, as described in Note 28 to the consolidated financial statements, and an increase in allocated net corporate overhead expenses ($4 million), partially offset by a $7 million reduction in salaries from the refinement in the application of SFAS 91, as described in Note 1 to the consolidated financial statements. Refer to the Business Bank discussion above for an explanation of the increase in allocated net corporate overhead expenses.

        The net loss in the Finance Division was $48 million in 2008, compared to a net loss of $38 million in 2007. Contributing to the $10 million increase in net loss was a $14 million decrease in net interest income (FTE), primarily due to the declining rate environment in which income received from the lending-related business units decreased faster than the longer-term value attributed to deposits generated by the business units, partially offset by an increase in investment securities available-for-sale.

        Net loss in the Other category was $6 million for 2008, compared to net income of $10 million for 2007, largely due to a $23 million decrease in net income from principal investing and warrants. The remaining difference is due to timing differences between when corporate overhead expenses are reflected as a consolidated expense and when the expenses are allocated to the business segments.

28

GEOGRAPHIC MARKET SEGMENTS

        The Corporation's management accounting system also produces market segment results for the Corporation's four primary geographic markets: Midwest, Western, Texas and Florida. In addition to the four primary geographic markets, Other Markets and International are also reported as market segments. The Finance & Other Businesses category includes discontinued operations and items not directly associated with the market segments. Note 25 to the consolidated financial statements presents a description of each of these market segments as well as the financial results for the years ended December 31, 2008, 2007 and 2006.

        The following table presents net income (loss) by market segment.

		Years Ended December 31
		2008					2007					2006
		(dollar amounts in millions)
Midwest		$	210		78	%	$	295		41	%	$	339	40	%
Western			(19	)	(7	)		191		27			298	36
Texas			53		20			85		12			85	10
Florida			(14	)	(5	)		7		1			13	2
Other Markets			8	*	3			86		12			69	8
International			29		11			50		7			33	4
			267		100	%		714		100	%		837	100	%
Finance & Other Businesses **			(54	)				(28	)				56
	Total	$	213				$	686				$	893

*

2008 included an $88 million net charge ($56 million, after-tax) related to the repurchase of auction-rate securities from customers.

**

Includes discontinued operations and items not directly associated with the market segments.

        The Midwest market's net income decreased $85 million, or 29 percent, to $210 million in 2008, compared to a decrease of $44 million, or 13 percent, to $295 million in 2007. Net interest income (FTE) of $776 million decreased $112 million from 2007, primarily due to $38 million of tax-related non-cash charges to income related to certain structured leasing transactions and a decline in deposit spreads caused by a competitive deposit pricing environment, partially offset by increases in average loan and deposit balances. Excluding the tax-related non-cash charges to income, loan spreads improved in the second half of 2008, particularly in the fourth quarter. The provision for loan losses increased $67 million in 2008, compared to 2007, primarily due to increases in reserves for the Middle Market, Small Business and Global Corporate loan portfolios, partially offset by lower reserves for the residential real estate development portfolio in 2008, compared to 2007. Noninterest income of $524 million in 2008 increased $53 million from 2007, primarily due to gains of $39 million on the sale of Visa shares and $14 million on the sale of MasterCard shares in 2008, and an increase in letter of credit fees ($6 million). Noninterest expenses of $808 million in 2008 decreased $10 million from 2007, primarily due to the first quarter 2008 reversal of a $10 million Visa loss sharing expense recognized in 2007 and a $31 million decrease in salaries, including a $28 million decrease from the refinement in the application of SFAS 91, as described in Note 1 to the consolidated financial statements, partially offset by a $9 million increase in allocated net corporate overhead expenses, a $9 million increase in provision for credit losses on lending-related commitments, a $4 million increase in FDIC expense and nominal increases in several other expense categories. Refer to the Business Bank discussion above for an explanation of the increase in allocated net corporate overhead expenses.

        The Western market's net income decreased $210 million to a net loss of $19 million in 2008, compared to a decrease of $107 million, or 36 percent, to $191 million in 2007. Net interest income (FTE) of $668 million decreased $71 million, or 10 percent, in 2008. The decrease in net interest income (FTE) was primarily due to a

29

decline in deposit spreads caused by a competitive deposit pricing environment and a decline in loan spreads (excluding the Financial Services Division), partially offset by the reduced negative impact of the Financial Services Division (see Footnote (2) to Table 2) and an $841 million increase in average loans, excluding the Financial Services Division. Average low-rate Financial Services Division loan balances declined $820 million in 2008 and average Financial Services Division deposits declined $1.5 billion. Loan spreads improved in the second half of 2008, particularly in the fourth quarter. The provision for loan losses increased $271 million, to $379 million in 2008, from $108 million in 2007, primarily due to increases in reserves for the residential real estate development business and the Middle Market and Small Business loan portfolios in 2008, compared to 2007. Net credit-related charge-offs increased $213 million, largely due to an increase in charge-offs in the residential real estate development business. Noninterest income was $139 million in 2008, an increase of $9 million from 2007, primarily due to a $7 million increase in service charges on deposits and a $5 million increase in foreign exchange income, partially offset by a $6 million decline in net gains from the sale of Small Business loans. Noninterest expenses of $448 million in 2008 decreased $6 million from 2007, primarily due to a $30 million decrease in customer services expense, and a $9 million decrease in salaries, resulting from the refinement in the application of SFAS 91, as described in Note 1 to the consolidated financial statements, partially offset by increases in allocated net corporate overhead expenses ($11 million) and net occupancy expense ($7 million), resulting primarily from new banking centers, and nominal increases in several other expense categories. Refer to the Business Bank discussion above for an explanation of the increase in allocated net corporate overhead expenses. The Corporation opened 18 new banking centers in the Western market in 2008, resulting in a $14 million increase in noninterest expenses in 2008, compared to 2007.

        The Texas market's net income decreased $32 million, or 37 percent, to $53 million in 2008, compared to $85 million in both 2007 and 2006. Net interest income (FTE) of $292 million increased $5 million, or two percent, in 2008, compared to 2007. The increase in net interest income (FTE) was primarily due to increases of $949 million and $139 million in average loan and deposit balances, respectively, partially offset by declines in loan and deposit spreads. Loan spreads improved in the second half of 2008, particularly in the fourth quarter. The provision for loan losses increased $43 million, primarily due to increases in reserves for the Small Business, Middle Market, Energy and Commercial Real Estate loan portfolios in 2008, compared to 2007. Noninterest income of $94 million in 2008 increased $8 million from 2007, primarily due to a $7 million gain on the sale of Visa shares. Noninterest expenses of $246 million in 2008 increased $11 million from 2007, primarily due to increases in allocated net corporate overhead expenses ($5 million), net occupancy expense ($4 million), resulting primarily from new banking centers, and nominal increases in several other expense categories, partially offset by a $3 million decrease in salaries, resulting from a $5 million decrease from the refinement in the application of SFAS 91, as described in Note 1 to the consolidated financial statements. Refer to the Business Bank discussion above for an explanation of the increase in allocated net corporate overhead expenses. The Corporation opened 9 new banking centers in the Texas market in 2008, which resulted in a $6 million increase in noninterest expenses.

        The Florida market's net income decreased $21 million to a net loss of $14 million in 2008, compared to a decrease of $6 million, to net income of $7 million in 2007. Net interest income (FTE) of $47 million in 2008 increased $1 million, or one percent, from 2007, primarily due to a $220 million increase in average loan balances. The provision for loan losses increased $29 million, primarily due to increases in reserves for the Middle Market and Private Banking loan portfolios. Noninterest income of $16 million in 2008 increased $2 million from 2007. Noninterest expenses of $43 million in 2008 increased $5 million from 2007, due to nominal increases in several expense categories.

        The Other Markets' net income decreased $78 million to $8 million in 2008, compared to an increase of $17 million to $86 million in 2007. Net interest income (FTE) of $147 million in 2008 increased $11 million from 2007, primarily due to a $136 million increase in average loan balances and an increase in loan spreads, partially offset by a $59 million decrease in average deposit balances. The provision for loan losses increased $46 million, primarily due to increases in reserves for the Commercial Real Estate, Global Corporate and Middle Market loan portfolios in 2008, compared to 2007. Noninterest income of $48 million decreased $7 million in 2008,

30

compared to 2007, primarily due to a decrease in net income from principal investing and warrants. Noninterest expenses of $190 million in 2008 increased $94 million from 2007, primarily due to the $88 million net charge related to the repurchase of auction rate securities discussed above and an increase in allocated net corporate overhead expenses ($3 million). Refer to the Business Bank discussion above for an explanation of the increase in allocated net corporate overhead expenses.

        The International market's net income decreased $21 million, to $29 million in 2008, compared to an increase of $17 million to $50 million in 2007. Net interest income (FTE) of $61 million in 2008 decreased $7 million from 2007, primarily due to a decrease in average deposit balances, partially offset by an increase in average loan balances. The provision for loan losses of $4 million in 2008 increased $19 million from a negative provision of $15 million in 2007, primarily due to high loan loss recoveries in 2007. Noninterest income of $31 million in 2008 decreased $7 million from 2007, primarily due to net securities gains of $4 million in 2007. Noninterest expenses of $41 million decreased $3 million in 2008 compared to 2007, due to nominal decreases in several expense categories.

        The net loss for the Finance & Other Business segment was $54 million in 2008, compared to a net loss of $28 million in 2007. The $26 million increase in net loss resulted from the same reasons noted in the Finance Division and Other category discussions under the "Business Segments" heading above.

        The following table lists the Corporation's banking centers by geographic market segments.

		December 31
		2008		2007		2006
Midwest (Michigan)			233		237		240
Western:
	California		96		83		70
	Arizona		12		8		5
			108		91		75
Texas			87		79		68
Florida			10		9		9
International			1		1		1
	Total		439		417		393

31

BALANCE SHEET AND CAPITAL FUNDS ANALYSIS

        Total assets were $67.5 billion at December 31, 2008, an increase of $5.2 billion from $62.3 billion at December 31, 2007. On an average basis, total assets increased $6.6 billion to $65.2 billion in 2008, from $58.6 billion in 2007, resulting primarily from a $5.7 billion increase in average earning assets, largely investment securities available-for-sale ($3.7 billion) and loans ($1.9 billion). Also, on an average basis, medium- and long-term debt increased $4.3 billion, short-term borrowings increased $1.7 billion, and interest-bearing deposits increased $733 million in 2008, compared to 2007.

TABLE 4: ANALYSIS OF INVESTMENT SECURITIES AND LOANS

			December 31
			2008		2007		2006		2005		2004
			(in millions)
Investment securities available-for-sale:
	U.S. Treasury and other Government agency securities		$	79	$	36	$	46	$	124	$	192
	Government-sponsored enterprise securities			7,861		6,165		3,497		3,954		3,564
	State and municipal auction-rate securities			64		—		—		—		—
	Other state and municipal securities			2		3		4		4		7
	Other auction-rate securities			1,083		—		—		—		—
	Other securities			112		92		115		158		180
		Total investment securities available-for-sale	$	9,201	$	6,296	$	3,662	$	4,240	$	3,943
Commercial loans			$	27,999	$	28,223	$	26,265	$	23,545	$	22,039
Real estate construction loans:
	Commercial Real Estate business line			3,831		4,089		3,449		2,831		2,461
	Other business lines			646		727		754		651		592
		Total real estate construction loans		4,477		4,816		4,203		3,482		3,053
Commercial mortgage loans:
	Commercial Real Estate business line			1,619		1,377		1,534		1,450		1,556
	Other business lines			8,870		8,671		8,125		7,417		6,680
		Total commercial mortgage loans		10,489		10,048		9,659		8,867		8,236
Residential mortgage loans				1,852		1,915		1,677		1,485		1,294
Consumer loans:
	Home equity			1,781		1,616		1,591		1,775		1,837
	Other consumer			811		848		832		922		914
		Total consumer loans		2,592		2,464		2,423		2,697		2,751
Lease financing				1,343		1,351		1,353		1,295		1,265
International loans:
	Government and official institutions			—		—		—		3		4
	Banks and other financial institutions			7		27		47		46		11
	Commercial and industrial			1,746		1,899		1,804		1,827		2,190
		Total international loans		1,753		1,926		1,851		1,876		2,205
		Total loans	$	50,505	$	50,743	$	47,431	$	43,247	$	40,843

32

TABLE 5: LOAN MATURITIES AND INTEREST RATE SENSITIVITY

			Loans Maturing
December 31, 2008			Within One Year *		After One But Within Five Years		After Five Years		Total
			(in millions)
Commercial loans			$	20,346	$	6,932	$	721	$	27,999
Real estate construction loans				3,737		558		182		4,477
Commercial mortgage loans				4,895		4,258		1,336		10,489
International loans				1,629		101		23		1,753
		Total	$	30,607	$	11,849	$	2,262	$	44,718
Sensitivity of Loans to Changes in Interest Rates:
	Predetermined (fixed) interest rates				$	5,395	$	1,697
	Floating interest rates					6,454		565
		Total			$	11,849	$	2,262

*

Includes demand loans, loans having no stated repayment schedule or maturity and overdrafts.

EARNING ASSETS

        Total earning assets increased $5.0 billion, or nine percent, to $62.4 billion at December 31, 2008, from $57.4 billion at December 31, 2007. The Corporation's average earning assets balances are reflected in Table 2 of this financial review.

33

Loans

        The following tables detail the Corporation's average loan portfolio by loan type, business line and geographic market.

			Years Ended December 31
Average Loans By Loan Type:			2008		2007		Change			Percent Change
			(dollar amounts in millions)
Commercial loans:
	Excluding Financial Services Division		$	28,372	$	26,814	$	1,558			6	%
	Financial Services Division *			498		1,318		(820	)		(62	)
		Total commercial loans		28,870		28,132		738			3
Real estate construction loans:
	Commercial Real Estate business line			4,052		3,799		253			7
	Other business lines			663		753		(90	)		(12	)
		Total real estate construction loans		4,715		4,552		163			4
Commercial mortgage loans:
	Commercial Real Estate business line			1,536		1,390		146			11
	Other business lines			8,875		8,381		494			6
		Total commercial mortgage loans		10,411		9,771		640			7
Residential mortgage loans				1,886		1,814		72			4
Consumer loans:
	Home equity			1,669		1,580		89			6
	Other consumer			890		787		103			13
		Total consumer loans		2,559		2,367		192			8
Lease financing				1,356		1,302		54			4
International loans				1,968		1,883		85			5
Total loans			$	51,765	$	49,821	$	1,944			4	%

*

Financial Services Division loans are primarily low-rate.

34

				Years Ended December 31
Average Loans By Business Line:				2008		2007		Change			Percent Change
				(dollar amounts in millions)
Middle Market				$	16,514	$	16,185	$	329			2	%
Commercial Real Estate					7,013		6,717		296			4
Global Corporate Banking					6,458		5,471		987			18
National Dealer Services					4,872		5,187		(315	)		(6	)
Specialty Businesses:
	Excluding Financial Services Division				5,512		4,843		669			14
	Financial Services Division *				498		1,318		(820	)		(62	)
		Total Specialty Businesses			6,010		6,161		(151	)		(2	)
			Total Business Bank		40,867		39,721		1,146			3
Small Business					4,244		4,023		221			5
Personal Financial Services					2,098		2,111		(13	)		(1	)
			Total Retail Bank		6,342		6,134		208			3
Private Banking					4,542		3,937		605			15
			Total Wealth & Institutional Management		4,542		3,937		605			15
Finance/Other					14		29		(15	)		(52	)
Total loans				$	51,765	$	49,821	$	1,944			4	%

*

Financial Services Division loans are primarily low-rate.

			Years Ended December 31
			2008		2007		Change			Percent Change
			(dollar amounts in millions)
Average Loans By Geographic Market:
Midwest			$	19,061	$	18,558	$	503			3	%
Western:
	Excluding Financial Services Division			16,053		15,212		841			6
	Financial Services Division *			498		1,318		(820	)		(62	)
		Total Western		16,551		16,530		21			—
Texas				7,776		6,827		949			14
Florida				1,892		1,672		220			13
Other Markets				4,217		4,081		136			3
International				2,254		2,124		130			6
Finance/Other				14		29		(15	)		(52	)
Total loans			$	51,765	$	49,821	$	1,944			4	%

*

Financial Services Division loans are primarily low-rate.

        Total loans were $50.5 billion at December 31, 2008, a decrease of $238 million from $50.7 billion at December 31, 2007. As shown in the tables above, total average loans grew $1.9 billion, or four percent, to $51.8 billion in 2008, compared to 2007, with growth in most business lines and growth in all markets from 2007 to 2008. Excluding Financial Services Division loans, average loans grew $2.8 billion, or six percent.

        Average commercial real estate loans, consisting of real estate construction and commercial mortgage loans, increased $803 million, or six percent, to $15.1 billion in 2008, from $14.3 billion in 2007. Commercial mortgage

35

loans are loans where the primary collateral is a lien on any real property. Real property is generally considered primary collateral if the value of that collateral represents more than 50 percent of the commitment at loan approval. Average loans to borrowers in the Commercial Real Estate business line, which include loans to residential real estate developers, represented $5.6 billion, or 37 percent, of average total commercial real estate loans in 2008, compared to $5.2 billion, or 36 percent, of average total commercial real estate loans in 2007. The increase in average commercial real estate loans to borrowers in the Commercial Real Estate business line in 2008 largely included draws on previously approved lines of credit for residential real estate and commercial development projects. The remaining $9.5 billion and $9.1 billion of commercial real estate loans in other business lines in 2008 and 2007, respectively, were primarily owner-occupied commercial mortgages. In addition to the $15.1 billion of average 2008 commercial real estate loans discussed above, the Commercial Real Estate business line also had $1.4 billion of average 2008 loans not classified as commercial real estate on the consolidated balance sheet. Refer to the "Commercial Real Estate Lending" portion of the "Risk Management" section of this financial review for more information.

        Average residential mortgage loans increased $72 million, or four percent, in 2008, from 2007, and primarily include mortgages originated and retained for certain relationship customers.

        Average home equity loans increased $89 million, or six percent, in 2008, from 2007, as a result of an increase in draws on new and existing commitments extended.

        Management expects to focus on new and expanding relationships, particularly in Small Business, Middle Market and Wealth Management with the appropriate pricing and credit standards.

TABLE 6:  ANALYSIS OF INVESTMENT SECURITIES PORTFOLIO
(Fully Taxable Equivalent)

		Maturity *
																											Weighted Average Maturity
		Within 1 Year					1–5 Years					5–10 Years					After 10 Years					Total
December 31, 2008		Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Yrs./Mos.
		(dollar amounts in millions)
Available-for-sale U.S. Treasury and other Government agency securities		$	79		1.56	%	$	—		—	%	$	—		—	%	$	—		—	%	$	79		1.58	%		0/5
Government-sponsored enterprise securities			16		4.40			382		3.70			1,252		4.17			6,211		5.26			7,861		5.01			12/2
State and municipal auction-rate securities			—		—			—		—			—		—			64		3.25			64		3.25			19/9
Other state and municipal securities			1		9.16			1		9.69			—		—			—		—			2		9.57			2/2
Other auction-rate securities **			—		—			—		—			—		—			1,083		1.87			1,083		1.87			32/5
Other securities
	Other bonds, notes and debentures		37		2.09			5		7.59			—		—			—		—			42		2.74			0/7
	Other investments ***		—		—			—		—			—		—			70		—			70		—			—
Total investment securities available-for-sale		$	133		2.07	%	$	388		3.77	%	$	1,252		4.18	%	$	7,428		4.74	%	$	9,201		4.58	%		12/5

*

Based on final contractual maturity.

**

Auction-rate preferred securities totaling $936 million have no contractual maturity and are excluded from weighted average maturity.

***

Balances are excluded from the calculation of total yield and weighted average maturity.

36

Investment Securities Available-for-Sale

        Investment securities available-for-sale increased $2.9 billion to $9.2 billion at December 31, 2008, from $6.3 billion at December 31, 2007. Average investment securities available-for-sale increased $3.7 billion to $8.1 billion in 2008, compared to $4.4 billion in 2007, primarily due to the purchase of approximately $2.9 billion of AAA-rated mortgage-backed securities issued by government sponsored entities (FNMA, FHLMC) and the purchase of $1.3 billion of auction-rate securities from certain customers in 2008. The increase in Government-sponsored enterprise securities resulted from balance sheet management decisions to reduce interest rate sensitivity. Average other securities increased $182 million to $313 million in 2008, and consisted largely of money market and other fund investments at December 31, 2008.

        The purchase of auction-rate securities in 2008 resulted from the Corporation's September 2008 offer to repurchase, at par, auction-rate securities held by certain retail and institutional clients that were purchased through Comerica Securities, a broker/dealer subsidiary of Comerica Bank (the Bank). As of December 31, 2008, the Corporation's auction-rate securities portfolio was carried at an estimated fair value of $1.1 billion and consisted of non-taxable preferred ($584 million), taxable preferred ($352 million), student loan ($147 million) and state and municipal ($64 million) auction-rate securities. Subsequent to repurchase, auction-rate securities totaling $80 million, primarily taxable and non-taxable auction-rate preferred securities, were called or redeemed at par in the fourth quarter 2008 resulting in net securities gains of $4 million. The Corporation has experienced no credit-related losses or defaults on contractual interest payments related to the portfolio, however, these securities are currently in a less liquid market. For additional information on the repurchase of auction-rate securities, refer to the "Critical Accounting Policies" section of this financial review and Notes 23 and 28 to the consolidated financial statements.

Short-Term Investments

        Short-term investments include federal funds sold and securities purchased under agreements to resell, interest-bearing deposits with banks and other short-term investments. Federal funds sold offer supplemental earnings opportunities and serve correspondent banks. Average federal funds sold and securities purchased under agreements to resell decreased $71 million to $93 million during 2008, compared to 2007. Interest-bearing deposits with banks are investments with banks in developed countries or international banking facilities of foreign banks located in the United States and included deposits with the Federal Reserve Bank since October 1, 2008, the date at which the Federal Reserve began paying interest on such balances. Interest-bearing deposits with banks on average increased $204 million to $219 million compared to 2007, primarily due to large deposits at the Federal Reserve Bank in the fourth quarter 2008. At December 31, 2008, interest-bearing deposits with the Federal Reserve Bank totaled $2.3 billion. Other short-term investments include trading securities and loans held-for-sale. Loans held-for-sale typically represent residential mortgage loans and Small Business Administration loans that have been originated and which management has decided to sell. Average other short-term investments increased $3 million to $244 million during 2008, compared to 2007. Short-term investments, other than loans held-for-sale, provide a range of maturities less than one year and are mostly used to manage short-term investment requirements of the Corporation.

TABLE 7:  INTERNATIONAL CROSS-BORDER OUTSTANDINGS
(year-end outstandings exceeding 1% of total assets)

December 31		Government and Official Institutions		Banks and Other Financial Institutions		Commercial and Industrial		Total
		(in millions)
Mexico	2008	$	—	$	—	$	883	$	883
	2007		—		4		911		915
	2006		—		—		922		922
Canada	2006		—		653		68		721

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        International assets are subject to general risks inherent in the conduct of business in foreign countries, including economic uncertainties and each foreign government's regulations. Risk management practices minimize the risk inherent in international lending arrangements. These practices include structuring bilateral agreements or participating in bank facilities, which secure repayment from sources external to the borrower's country. Accordingly, such international outstandings are excluded from the cross-border risk of that country. Mexico, with cross-border outstandings of $883 million, or 1.31 percent of total assets at December 31, 2008, was the only country with outstandings exceeding 1.00 percent of total assets at year-end 2008. There were no countries with cross-border outstandings between 0.75 and 1.00 percent of total assets at year-end 2008. Additional information on the Corporation's Mexican cross-border risk is provided in Table 7 above.

DEPOSITS AND BORROWED FUNDS

        The Corporation's average deposits and borrowed funds balances are detailed in the following table.

		Years Ended December 31
									Percent Change
		2008		2007		Change
Noninterest-bearing deposits		$	10,623	$	11,287	$	(664	)		(6	)%
Money market and NOW deposits			14,245		14,937		(692	)		(5	)
Savings deposits			1,344		1,389		(45	)		(3	)
Customer certificates of deposit			8,150		7,687		463			6
	Total core deposits		34,362		35,300		(938	)		(3	)
Other time deposits			6,715		5,563		1,152			21
Foreign office time deposits			926		1,071		(145	)		(14	)
Total deposits		$	42,003	$	41,934	$	69			—	%
Short-term borrowings		$	3,763	$	2,080	$	1,683			81	%
Medium- and long-term debt			12,457		8,197		4,260			52
	Total borrowed funds	$	16,220	$	10,277	$	5,943			58	%

        Average deposits were $42.0 billion during 2008, an increase of $69 million, or less than one percent, from 2007. Excluding the Financial Services Division, average deposits increased $1.5 billion, or four percent, from 2007. Average core deposits declined $938 million, or three percent (increased $500 million or two percent excluding Financial Services Division deposits). Average other time deposits increased $1.2 billion and average foreign office time deposits decreased $145 million. Other time deposits represent certificates of deposit issued to institutional investors in denominations in excess of $100,000 and to retail customers in denominations of less than $100,000 through brokers, and are an alternative to other sources of purchased funds. Excluding the Financial Services Division, average noninterest-bearing deposits increased $529 million, or six percent, from 2007. Average Financial Services Division noninterest-bearing deposits declined $1.2 billion, or 42 percent, from 2007, due to reduced home prices, as well as, lower home mortgage financing and refinancing activity. Financial Services Division deposit levels may change with the direction of mortgage activity changes, and the desirability of and competition for such deposits.

        Average short-term borrowings increased $1.7 billion, to $3.8 billion in 2008, compared to $2.1 billion in 2007, primarily due to borrowings under the Federal Reserve Term Auction Facility (TAF). The TAF provides access to short-term funds at generally favorable rates. Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, TAF borrowings and treasury tax and loan notes.

        The Corporation uses medium-term debt (both domestic and European) and long-term debt to provide funding to support earning assets. Medium- and long-term debt increased, on an average basis, by $4.3 billion, primarily as a result of $8.0 billion of new medium-term Federal Home Loan Bank (FHLB) advances in 2008. In February 2008, the Bank became a member of the FHLB of Dallas, Texas, which provides short- and long-term

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funding collateralized by mortgage-related assets to its members at generally favorable rates. Further information on medium- and long-term debt is provided in Note 11 to the consolidated financial statements.

        In the fourth quarter 2008, the Corporation elected to participate in the Temporary Liquidity Guarantee Program (The TLG Program) announced by the FDIC in October 2008. Under the TLG Program, up to $5.2 billion of senior unsecured debt issued by the Bank between October 14, 2008 and June 30, 2009 with a maturity of more than 30 days is eligible to be guaranteed by the FDIC. Debt guaranteed by the FDIC is backed by the full faith and credit of the United States. The guarantee expires at the earlier of the maturity date of the issued debt or June 30, 2012. All senior unsecured debt issued under the TLG Program will be subject to an annualized fee ranging from 50 basis points to 100 basis points of the amount of debt, based on maturity. At December 31, 2008, there was approximately $3 million of senior unsecured debt outstanding in the form of bank-to-bank deposits issued under the TLG Program.

        The TLG Program also provides unlimited FDIC insurance protection to all noninterest-bearing deposit transaction accounts, interest-bearing transaction accounts earning interest rates of 50 basis points or less, and Interest on Lawyers' Trust Accounts (IOLTA's) through December 31, 2009, regardless of the dollar amount. This unlimited coverage is in addition to the increased FDIC limits approved on October 3, 2008, which increased insurance coverage limits on all deposits from $100,000 to $250,000 per account and also expires at the end of 2009. An annualized surcharge of 10 basis points is applied to those insured accounts not covered under the increased deposit insurance limit of $250,000, in addition to the existing risk-based deposit insurance premium paid on those deposits.

        For further information on the TLG Program, see Note 11 to the consolidated financial statements.

CAPITAL

        Total shareholders' equity was $7.2 billion at December 31, 2008, compared to $5.1 billion at December 31, 2007. The following table presents a summary of changes in total shareholders' equity in 2008:

			(in millions)
Balance at January 1, 2008						$	5,117
Retention of earnings (net income less cash dividends declared)							(135	)
Change in accumulated other comprehensive income (loss):
	Investment securities available-for-sale		$	140
	Cash flow hedges			28
	Defined benefit and other postretirement plans adjustment			(300	)
		Total change in accumulated other comprehensive income (loss)					(132	)
Issuance of preferred stock and related warrant							2,250
Net purchase of common stock under employee stock plans							(1	)
Share-based compensation							53
Balance at December 31, 2008						$	7,152

        Further information on the change in accumulated other comprehensive income (loss) is provided in Note 13 to the consolidated financial statements.

        The Corporation declared common dividends totaling $348 million, or $2.31 per share, on net income applicable to common stock of $196 million. To preserve and enhance the Corporation's balance sheet strength in the current uncertain economic environment, the Corporation lowered the quarterly cash dividend rate by 50 percent, to $0.33 per share, in the fourth quarter of 2008, and further reduced the dividend to $0.05 per share in the first quarter of 2009.

        In the fourth quarter 2008, the Corporation participated in the U.S. Department of Treasury (U.S. Treasury) Capital Purchase Program (the Purchase Program) which increased Tier 1 capital by

39

$2.25 billion from the issuance of 2.25 million shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series F, (preferred shares) and a related warrant to the U.S. Treasury.

        In conjunction with the issuance of the preferred shares, the U.S. Treasury was granted a warrant to purchase 11.5 million shares of common stock at an exercise price of $29.40 per share. The impact of the warrant on diluted net income per common share for any given period is dependent upon the extent by which the average market price of the Corporation's common stock exceeds the exercise price of the underlying shares.

        As required by the Purchase Program, the Corporation adopted the U.S. Treasury's standards for executive compensation and corporate governance for the period during which the U.S. Treasury holds equity issued under the Purchase Program. These standards generally apply to the chief executive officer, chief financial officer, plus the three most highly compensated executive officers. In addition, the Corporation agreed not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive.

        Under the Purchase Program, the consent of the U.S. Treasury is required for any increase in common dividends declared from the dividend rate in effect at the time of investment (quarterly dividend rate of $0.33 per share) and for any common share repurchases (other than common share repurchases in connection with any benefit plan in the ordinary course of business), until November 2011, unless the preferred shares have been fully redeemed or the U.S. Treasury has transferred all the preferred shares to third parties prior to that date. In addition, all accrued and unpaid dividends on the preferred shares must be declared and the payment set aside for the benefit of the holders of the preferred shares before any dividend may be declared on the Corporation's common stock and before any shares of the Corporation's common stock may be repurchased in the open market.

        The issuance of the preferred shares and a related warrant increased the Corporation's Tier 1 risk-based capital ratio at December 31, 2008 by approximately 300 basis points. For further information on the Purchase Program, see Note 12 to the consolidated financial statements.

        The Corporation assesses capital adequacy against the risk inherent in the balance sheet, recognizing that unexpected loss is the common denominator of risk and that common equity has the greatest capacity to absorb unexpected loss. Based on an interim decision issued by the banking regulators in 2006, the after-tax charge associated with the impact of SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" on pension and post-retirement plan accounting was excluded from the calculation of regulatory capital ratios. Therefore, for the purposes of calculating regulatory capital ratios, shareholders' equity was increased by $470 million and $170 million on December 31, 2008 and 2007, respectively. Refer to Note 19 to the consolidated financial statements for further discussion of regulatory capital requirements and capital ratio calculations.

        When capital exceeds necessary levels, the Corporation's common stock can be repurchased as a way to return excess capital to shareholders. The Corporation made no share repurchases in the open market in 2008, compared to repurchases of 10.0 million shares in 2007 for $580 million and 6.6 million shares in 2006 for $383 million. At December 31, 2008, 12.6 million shares of Comerica Incorporated common stock remained available for repurchase under the Corporation's publicly announced repurchase program authorized by the Board of Directors of the Corporation (the Board). As discussed above, common share repurchases through November 2011 may require the consent of the U.S. Treasury under the terms of the Purchase Program. Refer to Note 12 to the consolidated financial statements for additional information on the Corporation's share repurchase program.

        At December 31, 2008, the Corporation and its U.S. banking subsidiaries exceeded the capital ratios required for an institution to be considered "well capitalized" by the standards developed under the Federal Deposit Insurance Corporation Improvement Act of 1991.

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RISK MANAGEMENT

        The Corporation assumes various types of risk in the normal course of business. Management classifies the risk exposures into five areas: (1) credit, (2) market, (3) operational, (4) compliance and (5) business risks and considers credit risk as the most significant risk.

        The Corporation continues to enhance its risk management capabilities with additional processes, tools and systems designed to provide management with deeper insight into the Corporation's various risks, enhance the Corporation's ability to control those risks and ensure that appropriate compensation is received for the risks taken.

        Specialized risk managers, along with the risk management committees in credit, market and liquidity, operational and compliance are responsible for the day-to-day management of those respective risks. The Corporation's Enterprise-Wide Risk Management Committee is responsible for establishing the governance over the risk management process, as well as, providing oversight in managing the Corporation's aggregate risk position. The Enterprise-Wide Risk Management Committee is principally made up of the various managers from the different risk areas and business units and has reporting responsibility to the Enterprise Risk Committee of the Board.

CREDIT RISK

        Credit risk represents the risk of loss due to failure of a customer or counterparty to meet its financial obligations in accordance with contractual terms. The Corporation manages credit risk through underwriting, periodically reviewing and approving its credit exposures using Board committee approved credit policies and guidelines. Additionally, the Corporation manages credit risk through loan sales and loan portfolio diversification, limiting exposure to any single industry, customer or guarantor, and selling participations and/or syndicating to third parties credit exposures above those levels it deems prudent.

        During 2008, the Corporation continued its focus on the credit components of the previously described enterprise-wide risk management processes. Enhancements to the analytics related to capital modeling, migration, credit loss forecasting, stress testing analysis and validation and testing continued in 2008.

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TABLE 8:  ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

					Years Ended December 31
					2008			2007			2006			2005			2004
					(dollar amounts in millions)
Balance at beginning of year					$	557		$	493		$	516		$	673		$	803
Loan charge-offs:
	Domestic
		Commercial				183			89			44			91			201
		Real estate construction
			Commercial Real Estate business line			184			37			—			2			2
			Other business lines			1			5			—			—			—
				Total real estate construction		185			42			—			2			2
		Commercial mortgage
			Commercial Real Estate business line			72			15			4			4			4
			Other business lines			28			37			13			13			19
				Total commercial mortgage		100			52			17			17			23
		Residential mortgage				7			—			—			1			1
		Consumer				22			13			23			15			14
		Lease financing				1			—			10			37			13
	International					2			—			4			11			14
		Total loan charge-offs				500			196			98			174			268
Recoveries:
	Domestic
		Commercial				17			27			27			55			52
		Real estate construction				3			—			—			—			—
		Commercial mortgage				4			4			4			3			3
		Residential mortgage				—			—			—			—			—
		Consumer				3			4			3			5			2
		Lease financing				1			4			—			—			1
	International					1			8			4			1			16
		Total recoveries				29			47			38			64			74
Net loan charge-offs						471			149			60			110			194
Provision for loan losses						686			212			37			(47	)		64
Foreign currency translation adjustment						(2	)		1			—			—			—
Balance at end of year					$	770		$	557		$	493		$	516		$	673
Allowance for loan losses as a percentage of total loans at end of year						1.52	%		1.10	%		1.04	%		1.19	%		1.65	%
Net loans charged-off during the year as a percentage of average loans outstanding during the year						0.91			0.30			0.13			0.25			0.48

Allowance for Credit Losses

        The allowance for credit losses includes both the allowance for loan losses and the allowance for credit losses on lending-related commitments. The allowance for loan losses represents management's assessment of probable losses inherent in the Corporation's loan portfolio. The allowance for loan losses provides for probable losses that have been identified with specific customer relationships and for probable losses believed to be inherent in the loan portfolio, but that have not been specifically identified. Internal risk ratings are assigned to

42

each business loan at the time of approval and are subject to subsequent periodic reviews by the Corporation's senior management. The Corporation performs a detailed credit quality review quarterly on both large business and certain large consumer and residential mortgage loans that have deteriorated below certain levels of credit risk and may allocate a specific portion of the allowance to such loans based upon this review. The Corporation defines business loans as those belonging to the commercial, real estate construction, commercial mortgage, lease financing and international loan portfolios. A portion of the allowance is allocated to the remaining business loans by applying estimated loss ratios, based on numerous factors identified below, to the loans within each risk rating. In addition, a portion of the allowance is allocated to these remaining loans based on industry specific risks inherent in certain portfolios that have experienced above average losses, including portfolio exposures to Small Business loans, high technology companies and the retail trade (gasoline delivery) industry. Furthermore, a portion of the allowance is allocated to these remaining loans based on specific risks inherent in certain portfolios that have not yet manifested in the risk ratings, including portfolio exposure to the automotive industry. The portion of the allowance allocated to all other consumer and residential mortgage loans is determined by applying estimated loss ratios to various segments of the loan portfolio. Estimated loss ratios for all portfolios incorporate factors such as recent charge-off experience, current economic conditions and trends, and trends with respect to past due and nonaccrual amounts, and are supported by underlying analysis, including information on migration and loss given default studies from each of the three largest domestic geographic markets (Midwest, Western and Texas), as well as, mapping to bond tables. The allowance for credit losses on lending-related commitments, included in "accrued expenses and other liabilities" on the consolidated balance sheets, provides for probable credit losses inherent in lending-related commitments, including unused commitments to extend credit, letters of credit and financial guarantees. Lending-related commitments for which it is probable that the commitment will be drawn (or sold) are reserved with the same estimated loss rates as loans, or with specific reserves. In general, the probability of draw for letters of credit is considered certain once the credit becomes a watch list credit. Non-watch list letters of credit and all unfunded commitments have a lower probability of draw, to which standard loan loss rates are applied.

        Actual loss ratios experienced in the future may vary from those estimated. The uncertainty occurs because factors may exist which affect the determination of probable losses inherent in the loan portfolio and are not necessarily captured by the application of estimated loss ratios or identified industry specific risks. A portion of the allowance is maintained to capture these probable losses and reflects management's view that the allowance should recognize the margin for error inherent in the process of estimating expected loan losses. Factors that were considered in the evaluation of the adequacy of the Corporation's allowance include the inherent imprecision in the risk rating system and the risk associated with new customer relationships. The allowance associated with the margin for inherent imprecision covers probable loan losses as a result of an inaccuracy in assigning risk ratings or stale ratings which may not have been updated for recent negative trends in particular credits. The allowance due to new business migration risk is based on an evaluation of the risk of rating downgrades associated with loans that do not have a full year of payment history.

        The total allowance for loan losses is available to absorb losses from any segment within the portfolio. Unanticipated economic events, including political, economic and regulatory instability in countries where the Corporation has loans, could cause changes in the credit characteristics of the portfolio and result in an unanticipated increase in the allowance. Inclusion of other industry specific portfolio exposures in the allowance, as well as, significant increases in the current portfolio exposures, could also increase the amount of the allowance. Any of these events, or some combination thereof, may result in the need for additional provision for loan losses in order to maintain an allowance that complies with credit risk and accounting policies. The total allowance for loan losses was $770 million at December 31, 2008, compared to $557 million at December 31, 2007, an increase of $213 million. The increase resulted primarily from an increase in individual and industry reserves for customers in the residential real estate development business located in the Western market (primarily California). An analysis of the changes in the allowance for loan losses is presented in Table 8 of this financial review.

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        The allowance for credit losses on lending-related commitments was $38 million at December 31, 2008, compared to $21 million at December 31, 2007, an increase of $17 million, resulting primarily from an increase in specific reserves related to unused commitments extended to customers in the Michigan Commercial Real Estate business line and California residential real estate development business and standby letters of credit extended to customers in the Michigan commercial real estate industry. An analysis of the changes in the allowance for credit losses on lending-related commitments is presented below.

	Years Ended December 31
	2008		2007			2006		2005		2004
	(dollar amounts in millions)
Balance at beginning of year	$	21	$	26		$	33	$	21	$	33
Less: Charge-offs on lending-related commitments *		1		4			12		6		—
Add: Provision for credit losses on lending-related commitments		18		(1	)		5		18		(12	)
Balance at end of year	$	38	$	21		$	26	$	33	$	21

*

Charge-offs result from the sale of unfunded lending-related commitments.

TABLE 9:  ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

			December 31
			2008								2007					2006					2005					2004
(dollar amounts in millions)			Allocated Allowance		Allowance Ratio*			% **			Allocated Allowance		% **			Allocated Allowance		% **			Allocated Allowance		% **			Allocated Allowance		% **
Domestic
	Commercial		$	380		1.36	%		55	%	$	288		55	%	$	320		55	%	$	336		55	%	$	442		54	%
	Real estate construction			194		4.33			9			128		9			29		9			21		8			27		8
	Commercial mortgage			147		1.40			21			92		20			80		20			74		21			88		20
	Residential mortgage			4		0.20			4			2		4			2		4			1		3			2		3
	Consumer			27		1.03			5			21		5			22		5			25		6			26		7
	Lease financing			6		0.44			3			15		3			27		3			29		3			45		3
International				12		0.69			3			11		4			13		4			30		4			43		5
		Total	$	770		1.52	%		100	%	$	557		100	%	$	493		100	%	$	516		100	%	$	673		100	%

*

Allocated Allowance as a percentage of related loans outstanding.

**

Loans outstanding as a percentage of total loans.

        The allowance as a percentage of total loans, nonperforming loans and as a multiple of annual net loan charge-offs is provided in the following table.

	Years Ended December 31
	2008			2007			2006
Allowance for loan losses as a percentage of total loans at end of year		1.52	%		1.10	%		1.04	%
Allowance for loan losses as a percentage of total nonperforming loans at end of year		84			138			231
Allowance for loan losses as a multiple of total net loan charge-offs for the year		1.6	x		3.7	x		8.2	x

        The allowance for loan losses as a percentage of total period-end loans increased to 1.52 percent at December 31, 2008, from 1.10 percent at December 31, 2007. The allowance for loan losses as a percentage of nonperforming loans decreased to 84 percent at December 31, 2008, from 138 percent at December 31, 2007. The Corporation's loan portfolio is heavily composed of business loans, which in the event of default are typically carried on the books at fair value as nonperforming assets for a longer period of time than are consumer loans, which are generally fully charged off when they become nonperforming, resulting in lower nonperforming loan

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allowance coverage. The allowance for loan losses as a multiple of net loan charge-offs decreased to 1.6 times for the year ended December 31, 2008, compared to 3.7 times for the year ended December 31, 2007, as a result of higher levels of net loan charge-offs in 2008.

TABLE 10: SUMMARY OF NONPERFORMING ASSETS AND PAST DUE LOANS

					December 31
					2008			2007			2006			2005			2004
					(dollar amounts in millions)
NONPERFORMING ASSETS
	Nonaccrual loans:
		Commercial			$	205		$	75		$	97		$	65		$	161
		Real estate construction:
			Commerical Real Estate business line			429			161			18			3			31
			Other business lines			5			6			2			—			3
				Total real estate construction		434			167			20			3			34
		Commercial mortgage:
			Commerical Real Estate business line			132			66			18			6			6
			Other business lines			130			75			54			29			58
				Total commerical mortgage		262			141			72			35			64
		Residential mortgage				7			1			1			2			1
		Consumer				6			3			4			2			1
		Lease financing				1			—			8			13			15
		International				2			4			12			18			36
			Total nonaccrual loans			917			391			214			138			312
	Reduced-rate loans					—			13			—			—			—
			Total nonperforming loans			917			404			214			138			312
	Foreclosed property					66			19			18			24			27
			Total nonperforming assets		$	983		$	423		$	232		$	162		$	339
Nonperforming loans as a percentage of total loans						1.82	%		0.80	%		0.45	%		0.32	%		0.76	%
Nonperforming assets as a percentage of total loans and foreclosed property						1.94			0.83			0.49			0.37			0.83
Allowance for loan losses as a percentage of total nonperforming loans						84			138			231			373			215
Loans past due 90 days or more and still accruing					$	125		$	54		$	14		$	16		$	15

Nonperforming Assets

        Nonperforming assets include loans on nonaccrual status, loans which have been renegotiated to less than market rates due to a serious weakening of the borrower's financial condition and real estate which has been acquired through foreclosure and is awaiting disposition.

        Residential mortgage loans are generally placed on nonaccrual status during the foreclosure process, normally no later than 150 days past due. Other consumer loans are generally not placed on nonaccrual status and are charged off no later than 180 days past due, and earlier, if deemed uncollectible. Loans, other than consumer loans, are generally placed on nonaccrual status when management determines that principal or interest may not be fully collectible, but no later than 90 days past due on principal or interest, unless the loan is fully collateralized and in the process of collection. Loan amounts in excess of probable future cash collections are charged off to an amount that management ultimately expects to collect. Interest previously accrued but not collected on nonaccrual loans is charged against current income at the time the loan is placed on nonaccrual.

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Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Loans that have been restructured to yield a rate that was equal to or greater than the rate charged for new loans with comparable risk and have met the requirements for return to accrual status are not included in nonperforming assets. However, such loans may be required to be evaluated for impairment. Refer to Note 4 to the consolidated financial statements for a further discussion of impaired loans.

        Nonperforming assets increased $560 million to $983 million at December 31, 2008, from $423 million at December 31, 2007. Table 10 above shows changes in individual categories. The $526 million increase in nonaccrual loans at December 31, 2008 from year-end 2007 levels resulted primarily from increases of $267 million in nonaccrual real estate construction loans (primarily residential real estate development), $121 million in nonaccrual commercial mortgage loans and $47 million in foreclosed property. Loans past due 90 days or more and still on accrual status increased $71 million, to $125 million at December 31, 2008, from $54 million at December 31, 2007. At December 31, 2008, these loans included $59 million from the Western market Commercial Real Estate business line and $59 million from the Midwest market, primarily commercial and residential real estate development loans. Nonperforming assets as a percentage of total loans and foreclosed property was 1.94 percent and 0.83 percent at December 31, 2008 and 2007, respectively.

        The following table presents a summary of changes in nonaccrual loans.

		2008			2007
		(in millions)
Balance at January 1		$	391		$	214
Loans transferred to nonaccrual (1)			1,123			455
Nonaccrual business loan gross charge-offs (2)			(469	)		(183	)
Loans transferred to accrual status (1)			(11	)		(13	)
Nonaccrual business loans sold (3)			(47	)		(15	)
Payments/Other (4)			(70	)		(67	)
Balance at December 31		$	917		$	391
(1)	Based on an analysis of nonaccrual loans with book balances greater than $2 million.
(2)	Analysis of gross loan charge-offs:
	Nonaccrual business loans	$	469		$	183
	Performing watch list loans (as defined below)		2			—
	Consumer and residential mortgage loans		29			13
	Total gross loan charge-offs	$	500		$	196
(3)	Analysis of loans sold:
	Nonaccrual business loans	$	47		$	15
	Performing watch list loans (as defined below)		16			13
	Total loans sold	$	63		$	28
(4)	Includes net changes related to nonaccrual loans with balances less than $2 million, payments on nonaccrual loans with book balances greater than $2 million and transfers of nonaccrual loans to foreclosed property. Excludes business loan gross charge-offs and nonaccrual business loans sold.

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        The following table presents the number of nonaccrual loan relationships greater than $2 million and balance by size of relationship at December 31, 2008.

(dollar amounts in millions)	Number of Relationships		Balance
Nonaccrual Relationship Size
$2 million–$5 million		57	$	182
$5 million–$10 million		32		239
$10 million–$25 million		23		307
Greater than $25 million		1		39
Total loan relationships greater than $2 million at December 31, 2008		113	$	767

        There were 142 loan relationships each with balances greater than $2 million, totaling $1.1 billion that were transferred to nonaccrual status in 2008, an increase of $668 million, when compared to $455 million in 2007. Of the transfers to nonaccrual with balances greater than $2 million in 2008, $729 million were from the Commercial Real Estate business line, including $510 million located in the Western market, and $241 million were from the Middle market business line. There were 41 loan relationships, each greater than $10 million transferred to nonaccrual in 2008. These loans totaled $597 million, of which $388 million were to companies in the Commercial Real Estate business line, primarily residential real estate development.

        The Corporation sold $47 million of nonaccrual business loans in 2008, including $24 million to customers in the residential real estate development business in the Western market.

        The following table presents a summary of total internally classified watch list loans (generally consistent with regulatory defined special mention, substandard and doubtful loans) at December 31, 2008. Of the $5.7 billion of watch list loans at December 31, 2008, $2.7 billion, or 46 percent were in the Commercial Real Estate business line. Consistent with the increase in nonaccrual loans from December 31, 2007 to December 31, 2008, total watch list loans increased both in dollars and as a percentage of the total loan portfolio.

	December 31
	2008			2007
	(dollar amounts in millions)
Total watch list loans	$	5,732		$	3,464
As a percentage of total loans		11.3	%		6.8	%

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        The following table presents a summary of nonaccrual loans at December 31, 2008 and loan relationships transferred to nonaccrual and net loan charge-offs during the year ended December 31, 2008, based primarily on the SIC code industry categories.

					Year Ended December 31, 2008
	December 31, 2008
					Loans Transferred to Non-Accrual (1)				Net Loan Charge-Offs
Industry Category	Nonaccrual Loans
	(dollar amounts in millions)
Real Estate	$	538	59	%	$	688	62	%	$	259	55	%
Manufacturing		104	11			96	9			28	6
Services		73	8			47	4			43	9
Retail Trade		61	7			58	5			51	11
Contractors		41	4			71	6			19	4
Wholesale Trade		30	3			52	5			23	5
Automotive		17	2			23	2			6	1
Finance		10	1			12	1			1	—
Transportation		9	1			15	1			9	2
Technology-related		7	1			16	1			4	1
Holding & Other Investment		7	1			7	1			1	—
Churches		5	1			—	—			1	—
Consumer Non-Durables		3	—			12	1			9	2
Utilities		—	—			26	2			—	—
Other (2)		12	1			—	—			17	4
Total	$	917	100	%	$	1,123	100	%	$	471	100	%

(1)

Based on an analysis of nonaccrual loan relationships with book balances greater than $2 million.

(2)

Consumer, excluding certain personal purpose, nonaccrual loans and net charge-offs are included in the "Other" category.

        The following table indicates the percentage of nonaccrual loan carrying value to contractual value, which exhibits the degree to which loans reported as nonaccrual have been partially charged-off.

	December 31
	2008			2007
	(dollar amounts in millions)
Carrying value of nonaccrual loans	$	917		$	391
Contractual value of nonaccrual loans		1,386			549
Carrying value as a percentage of contractual value		66	%		71	%

Concentration of Credit

        Loans to borrowers in the automotive industry represented the largest significant industry concentration at December 31, 2008 and 2007. Loans to automotive dealers and to borrowers involved with automotive production are reported as automotive, since management believes these loans have similar economic characteristics that might cause them to react similarly to changes in economic conditions. This aggregation involves the exercise of judgment. Included in automotive production are: (a) original equipment manufacturers and Tier 1 and Tier 2 suppliers that produce components used in vehicles and whose primary revenue source is automotive-related ("primary" defined as greater than 50%) and (b) other manufacturers that produce components used in vehicles and whose primary revenue source is automotive-related. Loans less than $1 million and loans recorded in the Small Business division were excluded from the definition. Foreign ownership consists of North American affiliates of foreign automakers and suppliers.

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        A summary of loans outstanding and total exposure from loans, unused commitments and standby letters of credit and financial guarantees, to companies related to the automotive industry follows:

			December 31
			2008							2007
			Loans Outstanding		Percent of Total Loans			Total Exposure		Loans Outstanding		Percent of Total Loans			Total Exposure
			(in millions)
Production:
	Domestic		$	1,219				$	2,151	$	1,415				$	2,571
	Foreign			238					709		391					1,133
		Total production		1,457		2.9	%		2,860		1,806		3.6	%		3,704
Dealer:
	Floor plan			2,295					3,831		2,817					4,228
	Other			2,360					2,815		2,567					3,108
		Total dealer		4,655		9.2	%		6,646		5,384		10.6	%		7,336
		Total automotive	$	6,112		12.1	%	$	9,506	$	7,190		14.2	%	$	11,040

        At December 31, 2008, dealer loans, as shown in the table above, totaled $4.7 billion, of which approximately $3.0 billion, or 64 percent, were to foreign franchises, $1.2 billion, or 25 percent, were to domestic franchises and $499 million, or 11 percent, were to other. Other dealer loans include obligations where a primary franchise was indeterminable, such as loans to large public dealership consolidators, and rental car, leasing, heavy truck and recreation vehicle companies.

        Nonaccrual loans to automotive borrowers totaled $17 million, or approximately two percent of total nonaccrual loans at December 31, 2008. Total automotive net loan charge-offs were $6 million in 2008. The following table presents a summary of automotive net loan and credit-related charge-offs for the years ended December 31, 2008 and 2007.

		Years Ended December 31
		2008		2007
		(in millions)
Production:
	Domestic	$	6	$	3
	Foreign		—		(5	)
	Total production	$	6	$	(2	)
Dealer			—		—
	Total automotive net loan charge-offs (recoveries)	$	6	$	(2	)
	Total automotive charge-offs from the sale of unused commitments *	$	—	$	3

*

Primarily related to domestic-owned production companies.

        All other industry concentrations, as defined by management, individually represented less than 10 percent of total loans at December 31, 2008.

Commercial Real Estate Lending

        The Corporation limits risk inherent in its commercial real estate lending activities by limiting exposure to those borrowers directly involved in the commercial real estate markets and adhering to conservative policies on

49

loan-to-value ratios for such loans. Commercial real estate loans, consisting of real estate construction and commercial mortgage loans, totaled $15.0 billion at December 31, 2008, of which $5.5 billion, or 36 percent, were to borrowers in the Commercial Real Estate business line and the remaining 64 percent was primarily owner-occupied commercial mortgage loans. Increased nonaccrual loans, reserves and net charge-offs in the Commercial Real Estate business line reflected challenges in the residential real estate development business in California and Michigan.

        The real estate construction loan portfolio contains loans primarily made to long-time customers with satisfactory completion experience. However, the unprecedented decline in California residential activity proved too difficult for many of the smaller developers. The real estate construction loan portfolio totaled $4.5 billion and included approximately 1,200 loans, of which 44 percent had balances less than $1 million at December 31, 2008. The commercial mortgage loan portfolio totaled $10.5 billion at December 31, 2008 and included approximately 8,800 loans, of which 73 percent had balances of less than $1 million. This total included $8.9 billion of primarily owner-occupied commercial mortgage loans.

        The geographic distribution of commercial real estate loan borrowers is an important factor in diversifying credit risk. The following table indicates, by location of property and by project type, the diversification of the

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Corporation's real estate construction and commercial mortgage loans to borrowers in the Commercial Real Estate business line.

					December 31, 2008
					Location of Property
Project Type:					Western		Michigan		Texas		Florida		Other Markets		Total		Percent of Total
					(dollar amounts in millions)
Real estate construction loans:
	Commercial Real Estate business line:
		Residential:
			Single Family		$	611	$	67	$	94	$	179	$	95	$	1,046		26	%
			Land Development			223		73		119		35		15		465		12
				Total Residential		834		140		213		214		110		1,511		38
		Other construction:
			Retail			223		138		343		74		54		832		21
			Multi-family			160		8		180		127		121		596		16
			Multi-use			197		34		48		58		65		402		11
			Office			142		21		92		11		31		297		8
			Commercial			29		28		25		5		18		105		3
			Land Development			4		7		16		—		33		60		2
			Other			5		—		7		—		16		28		1
Total					$	1,594	$	376	$	924	$	489	$	448	$	3,831		100	%
Commercial mortgage loans:
	Commercial Real Estate business line:
		Residential:
			Single Family		$	36	$	3	$	7	$	9	$	5	$	60		4	%
			Land Carry			137		82		44		58		23		344		21
				Total Residential		173		85		51		67		28		404		25
		Other commercial mortgage:
			Multi-family			29		66		65		109		34		303		19
			Land Carry			166		72		18		27		12		295		18
			Office			100		58		37		18		6		219		14
			Retail			95		58		5		3		51		212		13
			Commercial			67		35		7		—		12		121		7
			Multi-use			7		11		—		—		28		46		3
			Other			—		1		—		—		18		19		1
Total					$	637	$	386	$	183	$	224	$	189	$	1,619		100	%

        Of the $3.8 billion of real estate construction loans in the Commercial Real Estate business line, $258 million were on nonaccrual status at December 31, 2008, which consisted of Single Family ($207 million) and Land Development ($51 million) project types, primarily located in the Western market.

        Commercial mortgage loans in the Commercial Real Estate business line totaled $1.6 billion and included $131 million of nonaccrual loans at December 31, 2008, mostly comprised of Land Carry projects ($88 million), primarily located in Michigan, Florida and the Western market, Single Family projects located in the Western market and multi-family projects located in Florida.

        Net credit-related charge-offs in the Commercial Real Estate business line were $266 million in 2008, including $192 million in the Western market, substantially all in the residential real estate development business, and $51 million in the Midwest market.

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MARKET RISK

        Market risk represents the risk of loss due to adverse movements in market rates or prices, which include interest rates, foreign exchange rates and equity prices; the failure to meet financial obligations coming due because of an inability to liquidate assets or obtain adequate funding and the inability to easily unwind or offset specific exposures without significantly lowering prices because of inadequate market depth or market disruptions.

        The Asset and Liability Policy Committee establishes and monitors compliance with the policies and risk limits pertaining to market risk management activities. The Asset and Liability Policy Committee meets regularly to discuss and review market risk management strategies and is comprised of executive and senior management from various areas of the Corporation, including finance, lending, deposit gathering and risk management.

Interest Rate Risk

        Net interest income, which is derived principally from the difference between interest earned on loans and investment securities and interest paid on deposits and other funding sources, is the predominant source of revenue for the Corporation. Interest rate risk arises primarily through the Corporation's core business activities of extending loans and accepting deposits. The Corporation's balance sheet is predominantly characterized by floating rate commercial loans funded by a combination of core deposits and wholesale borrowings. This creates a natural imbalance between the floating rate loan portfolio and the more slowly repricing deposit products. The result is that growth in our core businesses will lead to a greater sensitivity to interest rate movements, without mitigating actions. Examples of such actions are purchasing investment securities, primarily fixed rate, which provide liquidity to the balance sheet and act to mitigate the inherent interest sensitivity and hedging the sensitivity with interest rate swaps. The Corporation actively manages its exposure to interest rate risk, with the principal objective of optimizing net interest income and economic value of equity while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.

Interest Rate Sensitivity

        Interest rate risk arises in the normal course of business due to differences in the repricing and cash flow characteristics of assets and liabilities. Since no single measurement system satisfies all management objectives, a combination of techniques is used to manage interest rate risk. These techniques examine earnings at risk and economic value of equity utilizing multiple simulation analyses.

        The Corporation frequently evaluates net interest income under various balance sheet and interest rate scenarios, using simulation modeling analysis as its principal risk management evaluation technique. The results of these analyses provide the information needed to assess the balance sheet structure. Changes in economic activity, different from those management included in its simulation analyses, whether domestically or internationally, could translate into a materially different interest rate environment than currently expected. Management evaluates a base case net interest income under an unchanged interest rate environment and what is believed to be the most likely balance sheet structure. This base case net interest income is then evaluated against non-parallel interest rate scenarios that gradually increase and decrease approximately 200 basis points in a linear fashion from the base case over twelve months (but no lower than zero percent). Due to the current low level of interest rates, the December 31, 2008 analysis reflects a declining interest rate scenario of a 25 basis point drop, while the rising interest rate scenario reflects a gradual 200 basis point rise. In addition, adjustments to asset prepayment levels, yield curves, and overall balance sheet mix and growth assumptions are made to be consistent with each interest rate scenario. These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of higher or lower interest rates on net interest income. Actual results may differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. However, the model can indicate the likely direction of change. Derivative instruments entered into for risk management purposes are included in these analyses.

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        The table below, as of December 31, 2008 and 2007, displays the estimated impact on net interest income during the next 12 months by relating the base case scenario results to those from the rising and declining rate scenarios described above.

Sensitivity of Net Interest Income to Changes in Interest Rates

		December 31, 2008							December 31, 2007
		Amount			%				Amount			%
		(in millions)							(in millions)
Change in Interest Rates:								Change in Interest Rates:
	+200 basis points		85			5		+200 basis points		38			2
	–25 basis points (to zero percent)		(19	)		(1	)	–200 basis points		(36	)		(2	)

        Corporate policy limits adverse change to no more than four percent of management's most likely net interest income forecast and the Corporation was within this policy guideline at December 31, 2008. The change in interest rate sensitivity from December 31, 2007 to December 31, 2008 was driven by changes in the absolute level of interest rates and the addition of $2.25 billion in Tier 1 capital from the issuance of fixed rate cumulative perpetual preferred stock, resulting from the Corporation's fourth quarter 2008 participation in the Purchase Program. Changes in interest rates will continue to impact the Corporation's net interest income in 2009. Interest rate risk is actively managed principally through the use of either on-balance sheet financial instruments or interest rate swaps to achieve the desired risk profile.

        In addition to the simulation analysis, an economic value of equity analysis is performed for a longer term view of the interest rate risk position. The economic value of equity analysis begins with an estimate of the mark-to-market valuation of the Corporation's balance sheet and then applies the estimated impact of rate movements upon the market value of assets, liabilities and off-balance sheet instruments. The economic value of equity is then calculated as the difference between the estimated market value of assets and liabilities net of the impact of off-balance sheet instruments. The estimated market value change in the economic value of equity is then compared to the corporate policy guideline limiting such adverse change to 15 percent of the base economic value of equity as a result of a parallel 200 basis point rate shock (but no lower than zero percent). The Corporation was within this policy parameter at December 31, 2008. A variety of alternative scenarios are performed to measure the impact on economic value of equity, including changes in the level, slope and shape of the yield curve.

Sensitivity of Economic Value of Equity to Changes in Interest Rates

		December 31, 2008							December 31, 2007
		Amount			%				Amount			%
		(in millions)							(in millions)
Change in Interest Rates:								Change in Interest Rates:
	+200 basis points		585			5		+200 basis points		241			3
	–25 basis points (to zero percent)		(134	)		(1	)	–200 basis points		(789	)		(9	)

        The change in economic value of equity sensitivity from December 31, 2007 to December 31, 2008 noted in the table above resulted from the same reasons cited in the interest rate sensitivity discussion above.

        The Corporation uses investment securities and derivative instruments, predominantly interest rate swaps, as asset and liability management tools with the overall objective of managing the volatility of net interest income from changes in interest rates. Swaps modify the interest rate characteristics of certain assets and liabilities (e.g., from a floating rate to a fixed rate, from a fixed rate to a floating rate or from one floating rate index to another). These tools assist management in achieving the desired interest rate risk management objectives.

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Risk Management Derivative Instruments

Risk Management Notional Activity	Interest Rate Contracts			Foreign Exchange Contracts			Totals
	(in millions)
Balance at January 1, 2007	$	8,453		$	551		$	9,004
Additions		400			4,035			4,435
Maturities/amortizations		(3,452	)		(4,037	)		(7,489	)
Foreign currency translation adjustment		1			—			1
Balance at December 31, 2007	$	5,402		$	549		$	5,951
Additions		1,850			5,252			7,102
Maturities/amortizations		(3,702	)		(5,257	)		(8,959	)
Terminations		(150	)		—			(150	)
Balance at December 31, 2008	$	3,400		$	544		$	3,944

        The notional amount of risk management interest rate swaps totaled $3.4 billion at December 31, 2008, and $5.4 billion at December 31, 2007. The decrease in notional amount of $2.0 billion from December 31, 2007 to December 31, 2008 reflects maturities. The fair value of risk management interest rate swaps was a net unrealized gain of $396 million at December 31, 2008, compared to a net unrealized gain of $143 million at December 31, 2007.

        For the year ended December 31, 2008, risk management interest rate swaps generated $67 million of net interest income, compared to $55 million of net interest expense for the year ended December 31, 2007. The increase in swap income for 2008, compared to 2007, was primarily due to maturities in 2007 of interest rate swaps that carried a negative spread.

        Table 11 summarizes the expected maturity distribution of the notional amount of risk management interest rate swaps and provides the weighted average interest rates associated with amounts to be received or paid as of December 31, 2008. Swaps have been grouped by asset and liability designation.

        In addition to interest rate swaps, the Corporation employs various other types of derivative instruments as offsetting positions to mitigate exposures to interest rate and foreign currency risks associated with specific assets and liabilities (e.g., customer loans or deposits denominated in foreign currencies). Such instruments may include interest rate caps and floors, purchased put options, foreign exchange forward contracts and foreign exchange swap agreements. The aggregate notional amounts of these risk management derivative instruments at December 31, 2008 and 2007 were $544 million and $549 million, respectively.

        During 2008, the Corporation terminated an interest rate swap with a notional amount of $150 million that was designated as a fair value hedge. The pre-tax gain of $35 million realized on the termination will be recognized in net interest income over the remaining life of the related debt (15 years). The swap was replaced with another interest rate swap with a notional amount of $150 million with a different counterparty.

        Further information regarding risk management derivative instruments is provided in Notes 1, 11, and 20 to the consolidated financial statements.

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TABLE 11:  REMAINING EXPECTED MATURITY OF RISK MANAGEMENT INTEREST RATE SWAPS

(dollar amounts in millions)			2009			2010			2011			2012			2013			2014–2026			Dec. 31, 2008 Total			Dec. 31, 2007 Total
Variable rate asset designation:
	Generic receive fixed swaps		$	—		$	900		$	800		$	—		$	—		$	—		$	1,700		$	3,200
	Weighted average: (1)
		Receive rate		—	%		5.64	%		4.75	%		—	%		—	%		—	%		5.22	%		7.02	%
		Pay rate		—			3.43			3.70			—			—			—			3.56			7.37
Fixed rate asset designation:
	Pay fixed swaps
		Amortizing	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	2
	Weighted average:
		Receive rate		—	%		—	%		—	%		—	%		—	%		—	%		—	%		4.74	%
		Pay rate		—			—			—			—			—			—			—			3.52
Medium- and long-term debt designation:
	Generic receive fixed swaps		$	100		$	—		$	—		$	—		$	—		$	1,600		$	1,700		$	2,200
	Weighted average: (1)
		Receive rate		6.06	%		—	%		—	%		—	%		—	%		5.73	%		5.75	%		5.90	%
		Pay rate		3.88			—			—			—			—			3.31			3.34			5.14
Total notional amount			$	100		$	900		$	800		$	—		$	—		$	1,600		$	3,400		$	5,402

(1)

Variable rates paid on receive fixed swaps are based on prime (with various maturities) rates in effect at December 31, 2008.

Customer-Initiated and Other Derivative Instruments

Customer-Initiated and Other Notional Activity	Interest Rate Contracts			Energy Derivative Contracts			Foreign Exchange Contracts			Totals
	(in millions)
Balance at January 1, 2007	$	5,567		$	1,105		$	2,893		$	9,565
Additions		4,277			765			102,903			107,945
Maturities/amortizations		(810	)		(389	)		(103,081	)		(104,280	)
Terminations		(526	)		—			—			(526	)
Balance at December 31, 2007	$	8,508		$	1,481		$	2,715		$	12,704
Additions		5,454			1,670			108,886			116,010
Maturities/amortizations		(1,140	)		(918	)		(108,878	)		(110,936	)
Terminations		(480	)		(88	)		—			(568	)
Balance at December 31, 2008	$	12,342		$	2,145		$	2,723		$	17,210

        The Corporation writes and purchases interest rate caps and enters into foreign exchange contracts, interest rate swaps and energy derivative contracts to accommodate the needs of customers requesting such services. Customer-initiated and other notional activity represented 81 percent of total interest rate, energy and foreign exchange contracts at December 31, 2008, compared to 68 percent at December 31, 2007. Refer to Notes 1 and 20 to the consolidated financial statements for further information regarding customer-initiated and other derivative instruments.

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Warrants for Nonmarketable Equity Securities

        The Corporation holds approximately 780 warrants for generally nonmarketable equity securities. These warrants are primarily from high technology, non-public companies obtained as part of the loan origination process. As discussed in Note 1 to the consolidated financial statements, warrants that have a net exercise provision or non-contingent put right embedded in the warrant agreement are classified as derivatives which must be recorded at fair value (approximately 400 warrants at December 31, 2008). The value of all warrants that are carried at fair value ($8 million at December 31, 2008) is at risk to changes in equity markets, general economic conditions and other factors. The majority of new warrants obtained as part of the loan origination process no longer contain an embedded net exercise provision. Effective January 1, 2008, the Corporation adopted SFAS No. 157, "Fair Value Measurements", (SFAS 157), as discussed in Note 1 to the consolidated financial statements. Upon adoption, the estimated fair value of warrants carried at fair value was adjusted to reflect a discount for lack of liquidity, resulting in a $2 million pre-tax charge to earnings. For further information regarding the valuation of warrants accounted for as derivatives, refer to the "Critical Accounting Policies" section of this financial review.

Liquidity Risk and Off-Balance Sheet Arrangements

        Liquidity is the ability to meet financial obligations through the maturity or sale of existing assets or the acquisition of additional funds. The Corporation has various financial obligations, including contractual obligations and commercial commitments, which may require future cash payments. The following contractual obligations table summarizes the Corporation's noncancelable contractual obligations and future required minimum payments, and includes unrecognized tax benefits in "other long-term obligations". Refer to Notes 7, 10, 11, 12 and 17 to the consolidated financial statements for further information regarding these contractual obligations.

Contractual Obligations

		Minimum Payments Due by Period
December 31, 2008		Total		Less than 1 Year		1–3 Years		3–5 Years		More than 5 Years
		(in millions)
Deposits without a stated maturity *		$	25,385	$	25,385	$	—	$	—	$	—
Certificates of deposit and other deposits with a stated maturity *			16,570		15,014		1,429		86		41
Short-term borrowings *			1,749		1,749		—		—		—
Medium- and long-term debt *			14,685		3,675		3,975		3,520		3,515
Operating leases			636		64		121		101		350
Commitments to fund low income housing partnerships			88		57		27		2		2
Other long-term obligations			309		85		67		16		141
	Total contractual obligations	$	59,422	$	46,029	$	5,619	$	3,725	$	4,049
Medium- and long-term debt * (parent company only)		$	965	$	—	$	150	$	—	$	815

*

Deposits and borrowings exclude accrued interest.

        The Corporation has other commercial commitments that impact liquidity. These commitments include commitments to purchase and sell earning assets, commitments to fund private equity and venture capital investments, unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit. The following commercial commitments table summarizes the Corporation's commercial commitments and expected expiration dates by period.

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Commercial Commitments

		Expected Expiration Dates by Period
December 31, 2008		Total		Less than 1 Year		1–3 Years		3–5 Years		More than 5 Years
		(in millions)
Commitments to purchase investment securities		$	1,312	$	1,312	$	—	$	—	$	—
Commitments to sell investment securities			10		10		—		—		—
Commitments to fund private equity and venture capital investments			36		1		3		7		25
Unused commitments to extend credit			28,025		12,287		9,420		4,436		1,882
Standby letters of credit and financial guarantees			6,240		3,894		1,429		858		59
Commercial letters of credit			156		140		16		—		—
	Total commercial commitments	$	35,779	$	17,644	$	10,868	$	5,301	$	1,966

        Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Corporation. Refer to the "Other Market Risks" section below and Note 20 to the consolidated financial statements for a further discussion of these commercial commitments.

        Since market disruptions began in the latter half of 2008, it has been increasingly difficult for market participants to borrow funds with maturities beyond one year. The Corporation satisfies liquidity requirements with various funding sources. The Corporation may access the purchased funds market, which is comprised of certificates of deposit issued to institutional investors in denominations in excess of $100,000 and to retail customers in denominations of less than $100,000 through brokers ("other time deposits" on the consolidated balance sheets), foreign office time deposits and short-term borrowings. Purchased funds totaled $9.5 billion at December 31, 2008, compared to $10.2 billion and $7.8 billion at December 31, 2007 and 2006, respectively. Capacity for incremental purchased funds at December 31, 2008 consisted mostly of federal funds purchased, brokered certificates of deposits, securities sold under agreements to repurchase and borrowings under the Federal Reserve Term Auction Facility. In February 2008, the Bank became a member of the Federal Home Loan Bank of Dallas, Texas (FHLB), which provides short- and long-term funding to its members through advances collateralized by real estate-related assets. The actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. As of December 31, 2008, the Corporation had $8.0 billion of outstanding borrowings from the FHLB with original maturities ranging from 1-6 years, and substantial collateral to support additional borrowings. Another source of funding, if needed, would be liquid assets, including cash and due from banks, federal funds sold and securities purchased under agreements to resell, interest-bearing deposits with the Federal Reserve and other banks, other short-term investments and investment securities available-for-sale, which totaled $12.8 billion at December 31, 2008, compared to $8.1 billion at December 31, 2007. Additionally, the Corporation also had available approximately $10 billion from a collateralized borrowing account with the Federal Reserve Bank and, if market conditions were to permit, could issue up to $11.1 billion of debt under an existing $15 billion medium-term senior note program which allows the principal banking subsidiary to issue debt with maturities between one and 30 years at December 31, 2008.

        In addition, as previously discussed, in the fourth quarter 2008, the Corporation elected to participate in the TLG Program announced by the FDIC in October 2008. Under the TLG Program, up to $5.2 billion of senior unsecured debt issued by the Bank between October 14, 2008 and June 30, 2009 with a maturity of more than 30 days is eligible to be guaranteed by the FDIC. Debt guaranteed by the FDIC is backed by the full faith and credit of the United States. The guarantee expires at the earlier of the maturity date of the issued debt or June 30, 2012. All senior unsecured debt issued under the TLG Program will be subject to an annualized fee ranging from 50 basis points to 100 basis points of the amount of debt, based on maturity. At December 31, 2008, there

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was approximately $3 million of senior unsecured debt outstanding in the form of bank-to-bank deposits issued under the TLG Program.

        The ability of the Corporation and the Bank to raise funds at competitive rates is impacted by rating agencies' views of the credit quality, liquidity, capital and earnings of the Corporation and the Bank. As of December 31, 2008, the four major rating agencies had assigned the following ratings to long-term senior unsecured obligations of the Corporation and the Bank.

December 31, 2008	Comerica Incorporated	Comerica Bank
Standard and Poor's	A	A+
Moody's Investors Service	A2	A1
Fitch Ratings	A+	A+
Dominion Bond Rating Service	A	A (high)

        The parent company held $11 million of cash and cash equivalents and $2.3 billion of short-term investments with a subsidiary bank at December 31, 2008, mostly from the Purchase Program proceeds. Refer to the "Preferred Stock Dividends" section of this financial review for further information. A source of liquidity for the parent company is dividends from its subsidiaries. As discussed in Note 19 to the consolidated financial statements, banking subsidiaries are subject to regulation and may be limited in their ability to pay dividends or transfer funds to the parent company. During 2009, the banking subsidiaries can pay dividends up to $62 million plus 2009 net profits without prior regulatory approval. One measure of current parent company liquidity is investment in subsidiaries as a percentage of shareholders' equity. An amount over 100 percent represents the reliance on subsidiary dividends to repay liabilities. As of December 31, 2008, the ratio was 80 percent. Refer to the "Contractual Obligations" table in this financial review for information on parent company future minimum payments on medium- and long-term debt.

        The Corporation regularly evaluates its ability to meet funding needs in unanticipated, stressed environments. In conjunction with the quarterly 200 basis point interest rate shock analyses, discussed in the "Interest Rate Sensitivity" section of this financial review, liquidity ratios and potential funding availability are examined. Each quarter, the Corporation also evaluates its ability to meet liquidity needs under a series of broad events, distinguished in terms of duration and severity. The evaluation projects that sufficient sources of liquidity are available in each series of events.

        The Corporation also holds a significant interest in certain variable interest entities (VIE's), in which it is not the primary beneficiary and does not consolidate. These unconsolidated VIE's are principally private equity and venture capital funds, or low income housing limited partnerships. The Corporation defines a significant interest in a VIE as a subordinated interest that exposes it to a significant portion of the VIE's expected losses or residual returns. In general, a VIE is an entity that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. If any of these characteristics is present, the entity is subject to a variable interests consolidation model, and consolidation is based on variable interests, not on ownership of the entity's outstanding voting stock. Variable interests are defined as contractual, ownership, or other monetary interests in an entity that change with fluctuations in the entity's net asset value. A company must consolidate an entity depending on whether the entity is a voting rights entity or a VIE. Refer to the "principles of consolidation" section in Note 1 of the consolidated financial statements for a summarization of the Corporation's consolidation policy. Also, refer to Note 22 of the consolidated financial statements for a discussion of the Corporation's involvement in VIE's, including those in which it holds a significant interest but for which it is not the primary beneficiary.

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Other Market Risks

        The Corporation's market risk related to trading instruments is not significant, as trading activities are limited. Certain components of the Corporation's noninterest income, primarily fiduciary income, are at risk to fluctuations in the market values of underlying assets, particularly equity securities. Other components of noninterest income, primarily brokerage fees, are at risk to changes in the level of market activity.

        Share-based compensation expense recognized by the Corporation is dependent upon the fair value of stock options and restricted stock at the date of grant. The fair value of both stock options and restricted stock is impacted by the market price of the Corporation's stock on the date of grant and is at risk to changes in equity markets, general economic conditions and other factors. For further information regarding the valuation of stock options and restricted stock, refer to the "Critical Accounting Policies" section of this financial review.

Nonmarketable Equity Securities

        At December 31, 2008, the Corporation had a $64 million portfolio of investments in private equity and venture capital funds, with commitments of $36 million to fund additional investments in future periods. The value of these investments is at risk to changes in equity markets, general economic conditions and a variety of other factors. The majority of these investments are not readily marketable, and are reported in other assets. The investments are individually reviewed for impairment on a quarterly basis, by comparing the carrying value to the estimated fair value. For further information regarding the valuation of nonmarketable equity securities, refer to the "Critical Accounting Policies" section of this financial review. Approximately $14 million of the underlying equity and debt (primarily equity) in these funds are to companies in the automotive industry. The automotive-related positions do not represent a majority of any one fund's investments; therefore the exposure related to these positions is mitigated by the performance of other investment interests within the fund's portfolio of companies. Income from indirect private equity and venture capital funds in 2008 was $8 million, which was more than offset by $15 million of write-downs recognized on such investments in 2008. The following table provides information on the Corporation's private equity and venture capital funds investment portfolio.

	December 31, 2008
	(dollar amounts in millions)
Number of investments		136
Balance of investments	$	64
Largest single investment		6
Commitments to fund additional investments		36

OPERATIONAL RISK

        Operational risk represents the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. The definition includes legal risk, which is the risk of loss resulting from failure to comply with laws and regulations as well as prudent ethical standards and contractual obligations. It also includes the exposure to litigation from all aspects of an institution's activities. The definition does not include strategic or reputational risks. Although operational losses are experienced by all companies and are routinely incurred in business operations, the Corporation recognizes the need to identify and control operational losses, and seeks to limit losses to a level deemed appropriate by management after considering the nature of the Corporation's business and the environment in which it operates. Operational risk is mitigated through a system of internal controls that are designed to keep operating risks at appropriate levels. An Operational Risk Management Committee ensures appropriate risk management techniques and systems are maintained. The Corporation has developed a framework that includes a centralized operational risk management function and business/support unit risk coordinators responsible for managing operational risk specific to the respective business lines.

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        In addition, internal audit and financial staff monitors and assesses the overall effectiveness of the system of internal controls on an ongoing basis. Internal Audit reports the results of reviews on the controls and systems to management and the Audit Committee of the Board. The internal audit staff independently supports the Audit Committee oversight process. The Audit Committee serves as an independent extension of the Board.

COMPLIANCE RISK

        Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from its failure to comply with regulations and standards of good banking practice. Activities which may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges resulting from the Corporation's expansion of its banking center network and employment and tax matters.

        The Enterprise-Wide Compliance Committee, comprised of senior business unit managers, as well as, managers responsible for compliance, audit and overall risk, oversees compliance risk. This enterprise-wide approach provides a consistent view of compliance across the organization. The Enterprise-Wide Compliance Committee also ensures that appropriate actions are implemented in business units to mitigate risk to an acceptable level.

BUSINESS RISK

        Business risk represents the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products, and any other event not identified in the defined risk categories of credit, market, operational or compliance risks. Mitigation of the various risk elements that represent business risk is achieved through initiatives to help the Corporation better understand and report on the various risks. Wherever quantifiable, the Corporation intends to use situational analysis and other testing techniques to appreciate the scope and extent of these risks.

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CRITICAL ACCOUNTING POLICIES

        The consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 to the consolidated financial statements. These policies require numerous estimates and strategic or economic assumptions, which may prove inaccurate or subject to variations. Changes in underlying factors, assumptions or estimates could have a material impact on the Corporation's future financial condition and results of operations. The most critical of these significant accounting policies are the policies related to allowance for credit losses, certain valuation methodologies, pension plan accounting and income taxes. These policies are reviewed with the Audit Committee of the Board and are discussed more fully below.

ALLOWANCE FOR CREDIT LOSSES

        The allowance for credit losses (combined allowance for loan losses and allowance for credit losses on lending-related commitments) is calculated with the objective of maintaining a reserve sufficient to absorb estimated probable losses. Management's determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio, lending-related commitments, and other relevant factors. However, this evaluation is inherently subjective as it requires an estimate of the loss content for each risk rating and for each impaired loan, an estimate of the amounts and timing of expected future cash flows, an estimate of the value of collateral, including the fair value of assets (e.g., residential real estate developments and nonmarketable securities) with few transactions, many of which may be stressed, and an estimate of the probability of drawing on unused commitments.

Allowance for Loan Losses

        Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Consistent with this definition, all nonaccrual and reduced-rate loans are impaired. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. The valuation is reviewed and updated on a quarterly basis. While the determination of fair value may involve estimates, each estimate is unique to the individual loan, and none is individually significant.

        The allowance for loan losses provides for probable losses that have been identified with specific customer relationships and for probably losses believed to be inherent in the loan portfolio, but that have not been specifically identified. Internal risk ratings are assigned to each business loan at the time of approval and are subject to subsequent periodic reviews by the Corporation's senior management. The corporation performs a detailed credit quality review quarterly on both large business and certain large personal purpose consumer and residential mortgage loans that have deteriorated below certain levels of credit risk and may allocate a specific portion of the allowance to such loans based upon this review. The Corporation defines business loans as those belonging to the commercial, real estate construction, commercial mortgage, lease financing and international loan portfolios. The portion of the allowance allocated to the remaining business loans is determined by applying estimated loss ratios to loans in each risk category. Estimated loss ratios incorporate factors such as recent charge-off experience, current economic conditions and trends, and trends with respect to past due and nonaccrual amounts, and are supported by underlying analysis, including information on migration and loss given default studies from each of the three major domestic geographic markets, as well as, mapping to bond tables. Since a loss ratio is applied to a large portfolio of loans, any variation between actual and assumed results could be significant. In addition, a portion of the allowance is allocated to these remaining loans based on industry specific risks inherent in certain portfolios that have experienced above average losses, including portfolio exposures to Small Business loans, the high technology companies and the retail trade (gasoline delivery) industry. Furthermore, a portion of the allowance is allocated to these remaining loans based on

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industry specific risks inherent in certain portfolios that have not yet manifested themselves in the risk rating, including portfolio exposures to the automotive industry.

        A portion of the allowance is also maintained to cover factors affecting the determination of probable losses inherent in the loan portfolio that are not necessarily captured by the application of estimated loss ratios or identified industry specific risks including the imprecision in the risk rating system and the risk associated with new customer relationships.

        The principle assumption used in deriving the allowance for loan losses is the estimate of loss content for each risk rating. To illustrate, if recent loss experience dictated that the estimated loss ratios would be changed by five percent (of the estimate) across all risk ratings, the allocated allowance as of December 31, 2008 would change by approximately $18 million.

Allowance for Credit Losses on Lending-Related Commitments

        Lending-related commitments for which it is probable that the commitment will be drawn (or sold) are reserved with the same estimated loss rates as loans, or with specific reserves. In general, the probability of draw for letters of credit is considered certain once the credit becomes a watch list credit. Non-watch list letters of credits and all unfunded commitments have a lower probability of draw, to which standard loan loss rates are applied.

Automotive Industry Concentration

        A concentration in loans to the automotive industry could result in significant changes to the allowance for credit losses if assumptions underlying the expected losses differed from actual results. For example, a bankruptcy by a domestic automotive manufacturer could adversely affect the risk ratings of its suppliers, causing actual losses to differ from those expected. The allowance for loan losses included a component for automotive suppliers, which assumed that suppliers who derive a significant portion of their revenue from certain domestic manufacturers would be downgraded by one or two risk ratings in the event of bankruptcy of those domestic manufacturers.

        For further discussion of the methodology used in the determination of the allowance for credit losses, refer to the "Allowance for Credit Losses" section in this financial review, and Note 1 to the consolidated financial statements. To the extent actual outcomes differ from management estimates, additional provision for credit losses may be required that would adversely impact earnings in future periods. A substantial majority of the allowance is assigned to business segments. Any earnings impact resulting from actual outcomes differing from management estimates would primarily affect the Business Bank segment.

VALUATION METHODOLOGIES

Fair Value of Level 3 Financial Instruments

        On January 1, 2008, the Corporation adopted SFAS 157 which defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date. FASB Staff Position SFAS 157-3 clarified the application of SFAS 157 in a market that is not active.

        SFAS 157 establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect management's estimates about market data. Level 1 and 2 valuations are based on quoted prices for identical instruments traded in active markets and quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for

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which all significant assumptions are observable in the market. Level 3 asset valuations are generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

        SFAS 157 differentiates between those assets and liabilities required to be carried at fair value at every reporting period ("recurring") and those assets and liabilities that are only required to be adjusted to fair value under certain circumstances ("nonrecurring"). Level 3 financial instruments recorded at fair value on a recurring basis include auction-rate securities, warrants for nonmarketable equity securities and securities not rated by a credit agency at December 31, 2008. Additionally, from time to time, the Corporation may be required to record at fair value other financial assets on a nonrecurring basis. Notes to the consolidated financial statements include information about the extent to which fair value is used to measure assets and liabilities and the valuation methodologies used.

        For assets and liabilities recorded at fair value, the Corporation's policy is to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements for those items where there is an active market. In certain cases, when market observable inputs for model-based valuation techniques may not be readily available, the Corporation is required to make judgments about assumptions market participants would use in estimating the fair value of the financial instrument. The models used to determine fair value adjustments are periodically evaluated by management for relevance under current facts and circumstances.

        Changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, the Corporation would use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement.

        At December 31, 2008, $1.2 billion, or two percent of total assets, consisted of Level 3 financial instruments recorded at fair value on a recurring basis. The financial assets valued using Level 3 measurements primarily included auction-rate securities. At December 31, 2008, less than one percent of total liabilities, or $5 million, consisted of Level 3 financial instruments recorded at fair value on a recurring basis.

        At December 31, 2008, $1.1 billion, or two percent of total assets, consisted of Level 3 financial instruments recorded at fair value on a nonrecurring basis. The financial assets valued using Level 3 measurements on a nonrecurring basis included private equity investments, loan servicing rights and certain foreclosed assets. At December 31, 2008, no liabilities were measured at fair value on a nonrecurring basis.

        See Note 23 to the consolidated financial statements for a complete discussion on the Corporation's use of fair value of financial instruments and the related measurement techniques.

Restricted Stock and Stock Options

        The fair value of share-based compensation as of the date of grant is recognized as compensation expense on a straight-line basis over the vesting period. In 2008, the Corporation recognized total share-based compensation expense of $51 million. The option valuation model requires several inputs, including the risk-free interest rate, the expected dividend yield, expected volatility factors of the market price of the Corporation's common stock and the expected option life. For further discussion on the valuation model inputs, see Note 15 to the consolidated financial statements. Changes in input assumptions can materially affect the fair value estimates. The option valuation model is sensitive to the market price of the Corporation's stock at the grant date, which affects the fair value estimates and, therefore, the amount of expense recorded on future grants. Using the number of stock options granted in 2008 and the Corporation's stock price at December 31, 2008, a $5.00 per share increase in stock price would result in an increase in pretax expense of approximately $4 million, from the assumed base, over the options' vesting period. The fair value of restricted stock is based on the market price of

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the Corporation's stock at the grant date. Using the number of restricted stock awards issued in 2008, a $5.00 per share increase in stock price would result in an increase in pretax expense of approximately $3 million, from the assumed base, over the awards' vesting period. Refer to Notes 1 and 15 to the consolidated financial statements for further discussion of share-based compensation expense.

Nonmarketable Equity Securities

        At December 31, 2008, the Corporation had a $64 million portfolio of investments in indirect private equity and venture capital funds, and had commitments to fund additional investments of $36 million in future periods. The majority of these investments are not readily marketable. The investments are individually reviewed for impairment, on a quarterly basis, by comparing the carrying value to the estimated fair value. The Corporation bases its estimates of fair value for the majority of its private equity and venture capital fund investments on the percentage ownership in the fair value of the entire fund, as reported by the fund's management. In general, the Corporation does not have the benefit of the same information regarding the fund's underlying investments as does the fund's management. Therefore, after indication that the fund's management adheres to accepted, sound and recognized valuation techniques, including concepts in SFAS 157, the Corporation generally utilizes the fair values assigned to the underlying portfolio investments by the fund's management. For those funds where fair value is not reported by the fund's management, the Corporation derives the fair value of the fund by estimating the fair value of each underlying investment in the fund. In addition to using qualitative information about each underlying investment, as provided by the fund's management, the Corporation gives consideration to information pertinent to the specific nature of the debt or equity investment, such as relevant market conditions, offering prices, operating results, financial conditions, exit strategy and other qualitative information, as available. The lack of an independent source to validate fair value estimates, including the impact of future capital calls and transfer restrictions, is an inherent limitation in the valuation process. The amount by which the carrying value exceeds the fair value that is determined to be other-than-temporary impairment is charged to current earnings and the carrying value of the investment is written down accordingly. While the determination of fair value involves estimates, no generic assumption is applied to all investments when evaluating for impairment. As such, each estimate is unique to the individual investment, and none is individually significant. The inherent uncertainty in the process of valuing equity securities for which a ready market is unavailable may cause our estimated values of these securities to differ significantly from the values that would have been derived had a ready market for the securities existed, and those differences could be material. The value of these investments is at risk to changes in equity markets, general economic conditions and a variety of other factors, which could result in an impairment charge in future periods.

Auction-Rate Securities

        As a result of the Corporation's 2008 repurchase, at par, of auction-rate securities held by certain customers in the fourth quarter 2008, the Corporation holds a portfolio of auction-rate securities accounted for as investment securities available-for-sale and stated at fair value of $1.1 billion at December 31, 2008. Due to the lack of a robust secondary auction-rate securities market with active fair value indications, fair value at December 31, 2008 was determined using an income approach based on a discounted cash flow model. Two significant assumptions were utilized in this model: discount rate (including a liquidity risk premium) and workout period. The discount rate was calculated using credit spreads of the underlying collateral or similar securities plus a liquidity risk premium. The liquidity risk premium was based on publicly available press releases and observed industry auction-rate securities valuations by third parties. The workout period was based on an assessment of publicly available information on efforts to re-establish functioning markets for these securities.

        The fair value of auction-rate securities recorded on the Corporation's consolidated balance sheets represents management's best estimate of the fair value of these instruments within the framework of existing accounting standards. Changes in the above material assumptions could result in significantly different valuations. For example, an increase or decrease in the liquidity premium of 100 basis points changes the fair value by about $20 million.

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        The valuation of auction-rate securities is complex and is subject to a certain degree of management judgment. The inherent uncertainty in the process of valuing auction-rate securities for which a ready market is unavailable may cause estimated values of these auction-rate securities assets to differ from the values that would have been derived had a ready market for the auction-rate securities existed, and those differences could be significant. The use of an alternative valuation methodology or alternative approaches used to calculate material assumptions could result in significantly different estimated values for these assets. In addition, the value of auction-rate securities is at risk to changes in equity markets, general economic conditions and other factors.

Warrants for Nonmarketable Equity Securities

        The Corporation holds a portfolio of approximately 780 warrants for generally non-marketable equity securities. These warrants are primarily from high technology, non-public companies obtained as part of the loan origination process. Warrants which contain a net exercise provision or non-contingent put right (approximately 400 warrants at December 31, 2008), are required to be accounted for as derivatives and recorded at fair value ($8 million at December 31, 2008). The fair value of the derivative warrant portfolio is reviewed quarterly and adjustments to the fair value are recorded quarterly in current earnings. Fair value is determined using a Black-Scholes valuation model, which has five inputs: risk-free rate, expected life, volatility, exercise price, and the per share market value of the underlying company. Key assumptions used in the December 31, 2008 valuation were as follows. The risk-free rate was estimated using the U.S. Treasury rate, as of the valuation date, corresponding with the expected life of the warrant. The Corporation used an expected term of approximately 70 percent of the remaining contractual term of each warrant. Volatility was estimated using an index of comparable publicly traded companies, based on the SIC codes. Where sufficient financial data exists, a market approach method was utilized to estimate the current value of the underlying company. When quoted market values were not available, an index method was utilized. Under the index method, the subject companies' values were "rolled-forward" from the inception date through the valuation date based on the change in value of an underlying index of guideline public companies. Less than half of the subject warrants were valued utilizing the index method. The estimated fair value of the underlying securities for warrants requiring valuation at fair value were adjusted for discounts related to lack of liquidity.

        The fair value of warrants recorded on the Corporation's consolidated balance sheets represents management's best estimate of the fair value of these instruments within the framework of existing accounting standards. Changes in the above assumptions could result in different valuations.

        The valuation of warrants is complex and is subject to a certain degree of management judgment. The inherent uncertainty in the process of valuing warrants for which a ready market is unavailable may cause estimated values of these warrant assets to differ from the values that would have been derived had a ready market for the warrant assets existed. The use of an alternative valuation methodology or alternative approaches used to calculate assumptions could result in different estimated values for these assets. In addition, the value of all warrants required to be carried at fair value is at risk to changes in equity markets, general economic conditions and other factors.

Preferred Stock and Related Warrant

        The Corporation issued 2.25 million shares of fixed rate cumulative perpetual preferred stock with a liquidation preference of $1,000 per share and granted a warrant to purchase 11.5 million shares of common stock in the Corporation at an exercise price of $29.40 per share as a result of the Corporation's participation in the U.S. Treasury's Capital Purchase Program (the Purchase Program). The preferred shares and related warrant were recorded in equity at fair value at inception.

        The fair value of the preferred shares at inception was calculated using an average of two valuation models: the Income Approach and the Market Approach. The fair value of the warrant at inception was calculated using a binomial lattice model. For the preferred shares valuation, the discounted cash flow method was utilized in applying the income approach, including the application of a discount rate, based on observable market data for

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the yield on debt issued by the Corporation, the Corporation's cost of equity and observable yields from publicly traded perpetual preferred stocks issued by companies in the banking industry. The market approach measured value through analysis of recent sales and comparable assets. The warrant valuation model required several inputs, including the risk-free interest rate, the expected dividend yield, expected volatility factors of the market price of the Corporation's common stock and the expected life of the warrant.

PENSION PLAN ACCOUNTING

        The Corporation has defined benefit plans in effect for substantially all full-time employees hired before January 1, 2007. Benefits under the plans are based on years of service, age and compensation. Assumptions are made concerning future events that will determine the amount and timing of required benefit payments, funding requirements and pension expense (income). The three major assumptions are the discount rate used in determining the current benefit obligation, the long-term rate of return expected on plan assets and the rate of compensation increase. The assumed discount rate is determined by matching the expected cash flows of the pension plans to a yield curve that is representative of long-term, high-quality fixed income debt instruments as of the measurement date, December 31. The second assumption, long-term rate of return expected on plan assets, is set after considering both long-term returns in the general market and long-term returns experienced by the assets in the plan. The current asset allocation and target asset allocation model for the plans is detailed in Note 16 of the consolidated financial statements. The expected returns on these various asset categories are blended to derive one long-term return assumption. The assets are invested in certain collective investment funds and mutual investment funds, equity securities, U.S. Treasury and other Government agency securities, Government-sponsored enterprise securities and corporate bonds and notes. The third assumption, rate of compensation increase, is based on reviewing recent annual pension-eligible compensation increases as well as the expectation of future increases. The Corporation reviews its pension plan assumptions on an annual basis with its actuarial consultants to determine if the assumptions are reasonable and adjusts the assumptions to reflect changes in future expectations.

        The key actuarial assumptions that will be used to calculate 2009 expense for the defined benefit pension plans are a discount rate of 6.03 percent, a long-term rate of return on assets of 8.25 percent, and a rate of compensation increase of 4.00 percent. Pension expense in 2009 is expected to be approximately $55 million, an increase of $35 million from the $20 million recorded in 2008, primarily due to changes in the discount rate.

        Changing the 2009 key actuarial assumptions discussed above in 25 basis point increments would have the following impact on pension expense in 2009:

	25 Basis Point
	Increase			Decrease
	(in millions)
Key Actuarial Assumption
Discount rate	$	(6.0	)	$	6.0
Long-term rate of return		(3.1	)		3.1
Rate of compensation		2.9			(2.9	)

        If the assumed long-term return on assets differs from the actual return on assets, the asset gains and losses are incorporated in the market-related value, which is used to determine the expected return on assets, over a five-year period. The Employee Benefits Committee, which is comprised of executive and senior managers from various areas of the Corporation, provides broad asset allocation guidelines to the asset manager, who reports results and investment strategy quarterly to the Employee Benefits Committee. Actual asset allocations are compared to target allocations by asset category and investment returns for each class of investment are compared to expected results based on broad market indices.

        Note 16 to the consolidated financial statements contains a table showing net funded status of the qualified defined benefit plan at year-end which was a liability of $85 million at December 31, 2008. Due to the long-term nature of pension plan assumptions, actual results may differ significantly from the actuarial-based estimates.

66

Differences between estimates and experience not recovered in the market or by future assumption changes are required to be recorded in shareholders' equity as part of accumulated other comprehensive income (loss) and amortized to pension expense in future years. For further information, refer to Note 1 to the consolidated financial statements. The actuarial net loss in the qualified defined benefit plan recognized in accumulated other comprehensive income (loss) at December 31, 2008 was a loss of $295 million, net of tax. In 2008, the actual loss on plan assets was $293 million, compared to an expected return on plan assets of $100 million. In 2007, the actual return on plan assets was $89 million, compared to an expected return on plan assets of $93 million. The Corporation may make contributions from time to time to the qualified defined benefit plan to mitigate the impact of the actuarial losses on future years. A contribution of $175 million was made to the plan in 2008. For the foreseeable future, the Corporation has sufficient liquidity to make such payments.

        Pension expense is recorded in "employee benefits" expense on the consolidated statements of income, and is allocated to business segments based on the segment's share of salaries expense. Given the salaries expense included in 2008 segment results, pension expense was allocated approximately 40 percent, 31 percent, 24 percent and 5 percent to the Retail Bank, Business Bank, Wealth & Institutional Management and Finance segments, respectively, in 2008.

INCOME TAXES

        The calculation of the Corporation's income tax provision and related tax accruals is complex and requires the use of estimates and judgments. The provision for income taxes is based on amounts reported in the consolidated statements of income (after deducting non-taxable items, principally income on bank-owned life insurance and deducting tax credits related to investments in low income housing partnerships) and includes deferred income taxes on temporary differences between the tax basis and financial reporting basis of assets and liabilities. Accrued taxes represent the net estimated amount due or to be received from taxing jurisdictions currently or in the future and are included in "accrued income and other assets" or "accrued expenses and other liabilities" on the consolidated balance sheets. The Corporation assesses the relative risks and merits of tax positions for various transactions after considering statutes, regulations, judicial precedent and other available information, and maintains tax accruals consistent with these assessments. The Corporation is subject to audit by taxing authorities that could question and/or challenge the tax positions taken by the Corporation.

        Included in net deferred taxes are deferred tax assets. Deferred tax assets are evaluated for realization based on available evidence and assumptions made regarding future events. In the event that the future taxable income does not occur in the manner anticipated, other initiatives could be undertaken to preclude the need to recognize a valuation allowance against the deferred tax asset. A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax asset will not be realized. At December 31, 2008, there was a valuation allowance of approximately $1 million for certain state deferred tax assets.

        Changes in the estimate of accrued taxes occur due to changes in tax law, interpretations of existing tax laws, new judicial or regulatory guidance, and the status of examinations conducted by taxing authorities that impact the relative risks and merits of tax positions taken by the Corporation. These changes in the estimate of accrued taxes could be significant to the operating results of the Corporation. For further information on tax accruals and related risks, see Note 17 to the consolidated financial statements.

        On January 1, 2007, the Corporation adopted the provisions of FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109," (FIN 48). FIN 48 provides guidance on measurement, de-recognition of tax benefits, classification, accounting disclosure and transition requirements in accounting for uncertain tax positions. For further discussion of FIN 48, refer to Note 17 to the consolidated financial statements.

67

FORWARD-LOOKING STATEMENTS

        This report includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. In addition, the Corporation may make other written and oral communications from time to time that contain such statements. All statements regarding the Corporation's expected financial position, strategies and growth prospects and general economic conditions expected to exist in the future are forward-looking statements. The words, "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend," "objective," and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions as they relate to the Corporation or its management, are intended to identify forward-looking statements.

        The Corporation cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date the statement is made, and the Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

        In addition to factors mentioned elsewhere in this report or previously disclosed in the Corporation's SEC reports (accessible on the SEC's website at www.sec.gov or on the Corporation's website at www.comerica.com), actual results could differ materially from forward-looking statements and future results could differ materially from historical performance due to a variety of reasons, including but not limited to, the following factors:

•

general political, economic or industry conditions, either domestically or internationally, may be less favorable than expected;

•

governmental monetary and fiscal policies may adversely affect the financial services industry and, therefore, impact the Corporation's financial condition and results of operations;

•

volatility and disruptions in the functioning of the financial markets and related liquidity issues could continue or worsen and, therefore, may adversely impact the Corporation's business, financial condition and results of operations;

•

changes in the performance and creditworthiness of our customers and other counterparties may adversely impact the Corporation's business, financial condition and results of operations;

•

the soundness of other financial institutions could adversely affect the Corporation;

•

there can be no assurances that recently enacted legislation, such as the Emergency Economic Stabilization Act of 2008, and actions taken by the United States Department of Treasury and the Federal Deposit Insurance Corporation (FDIC) for the purpose of stabilizing the financial markets will achieve their intended effects, and the impact of such legislation and regulatory programs on the Corporation cannot be reliably determined at this time;

•

unfavorable developments concerning credit quality could adversely affect the Corporation's financial results;

•

problems faced by residential real estate developers could adversely affect the Corporation;

•

businesses or industries in which the Corporation has lending concentrations, including, but not limited to, the automotive production industry and the real estate business, could suffer a significant decline, which could adversely affect the Corporation;

68

•

the introduction, implementation, withdrawal, success and timing of business initiatives and strategies, including, but not limited to, the opening of new banking centers, may be less successful or may be different than anticipated, which could adversely affect the Corporation's business;

•

utilization of technology to efficiently and effectively develop, market and deliver new products and services;

•

changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect the Corporation's net interest income and balance sheet;

•

operational difficulties or information security problems could adversely affect the Corporation's business and operations;

•

competitive product and pricing pressures among financial institutions within the Corporation's markets may change;

•

customer borrowing, repayment, investment and deposit practices generally may be different than anticipated;

•

management's ability to maintain and expand customer relationships may differ from expectations;

•

management's ability to retain key officers and employees may change;

•

legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving the Corporation and its subsidiaries, could adversely affect the Corporation or the financial services industry in general;

•

changes in regulation or oversight may have a material adverse impact on the Corporation's operations;

•

methods of reducing risk exposures might not be effective;

•

terrorist activities or other hostilities may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation; and

•

natural disasters, including, but not limited to, hurricanes, tornadoes, earthquakes, fires, floods and the disruption of private or public utilities, may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation.

69

CONSOLIDATED BALANCE SHEETS

Comerica Incorporated and Subsidiaries

			December 31
			2008			2007
			(in millions, except share data)
ASSETS
Cash and due from banks			$	913		$	1,440
Federal funds sold and securities purchased under agreements to resell				202			36
Interest-bearing deposits with banks				2,308			38
Other short-term investments				158			335
Investment securities available-for-sale				9,201			6,296
Commercial loans				27,999			28,223
Real estate construction loans				4,477			4,816
Commercial mortgage loans				10,489			10,048
Residential mortgage loans				1,852			1,915
Consumer loans				2,592			2,464
Lease financing				1,343			1,351
International loans				1,753			1,926
		Total loans		50,505			50,743
Less allowance for loan losses				(770	)		(557	)
		Net loans		49,735			50,186
Premises and equipment				683			650
Customers' liability on acceptances outstanding				14			48
Accrued income and other assets				4,334			3,302
		Total assets	$	67,548		$	62,331
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits			$	11,701		$	11,920
Money market and NOW deposits				12,437			15,261
Savings deposits				1,247			1,325
Customer certificates of deposit				8,807			8,357
Other time deposits				7,293			6,147
Foreign office time deposits				470			1,268
		Total interest-bearing deposits		30,254			32,358
		Total deposits		41,955			44,278
Short-term borrowings				1,749			2,807
Acceptances outstanding				14			48
Accrued expenses and other liabilities				1,625			1,260
Medium- and long-term debt				15,053			8,821
		Total liabilities		60,396			57,214
Fixed rate cumulative perpetual preferred stock, series F, no par value, $1,000 liquidation value per share:
	Authorized — 2,250,000 shares
	Issued — 2,250,000 shares at 12/31/08			2,129			—
Common stock — $5 par value:
	Authorized — 325,000,000 shares
	Issued — 178,735,252 shares at 12/31/08 and 12/31/07			894			894
Capital surplus				722			564
Accumulated other comprehensive loss				(309	)		(177	)
Retained earnings				5,345			5,497
Less cost of common stock in treasury — 28,244,967 shares at 12/31/08 and 28,747,097 shares at 12/31/07				(1,629	)		(1,661	)
		Total shareholders' equity		7,152			5,117
		Total liabilities and shareholders' equity	$	67,548		$	62,331

See notes to consolidated financial statements.

70

CONSOLIDATED STATEMENTS OF INCOME

Comerica Incorporated and Subsidiaries

			Years Ended December 31
			2008		2007			2006
			(in millions, except per share data)
INTEREST INCOME
Interest and fees on loans			$	2,649	$	3,501		$	3,216
Interest on investment securities				389		206			174
Interest on short-term investments				13		23			32
		Total interest income		3,051		3,730			3,422
INTEREST EXPENSE
Interest on deposits				734		1,167			1,005
Interest on short-term borrowings				87		105			130
Interest on medium- and long-term debt				415		455			304
		Total interest expense		1,236		1,727			1,439
		Net interest income		1,815		2,003			1,983
Provision for loan losses				686		212			37
		Net interest income after provision for loan losses		1,129		1,791			1,946
NONINTEREST INCOME
Service charges on deposit accounts				229		221			218
Fiduciary income				199		199			180
Commercial lending fees				69		75			65
Letter of credit fees				69		63			64
Card fees				58		54			46
Brokerage fees				42		43			40
Foreign exchange income				40		40			38
Bank-owned life insurance				38		36			40
Net securities gains				67		7			—
Net gain (loss) on sales of businesses				—		3			(12	)
Income from lawsuit settlement				—		—			47
Other noninterest income				82		147			129
		Total noninterest income		893		888			855
NONINTEREST EXPENSES
Salaries				781		844			823
Employee benefits				194		193			184
	Total salaries and employee benefits			975		1,037			1,007
Net occupancy expense				156		138			125
Equipment expense				62		60			55
Outside processing fee expense				104		91			85
Software expense				76		63			56
Customer services				13		43			47
Litigation and operational losses				103		18			11
Provision for credit losses on lending-related commitments				18		(1	)		5
Other noninterest expenses				244		242			283
		Total noninterest expenses		1,751		1,691			1,674
Income from continuing operations before income taxes				271		988			1,127
Provision for income taxes				59		306			345
Income from continuing operations				212		682			782
Income from discontinued operations, net of tax				1		4			111
NET INCOME				213		686			893
Preferred stock dividends				17		—			—
Net income applicable to common stock			$	196	$	686		$	893
Basic earnings per common share:
	Income from continuing operations		$	1.30	$	4.47		$	4.88
	Net income			1.31		4.49			5.57
Diluted earnings per common share:
	Income from continuing operations			1.29		4.40			4.81
	Net income			1.29		4.43			5.49
Cash dividends declared on common stock				348		393			380
Cash dividends declared per common share				2.31		2.56			2.36

See notes to consolidated financial statements.

71

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Comerica Incorporated and Subsidiaries

			Common Stock
											Accumulated Other Comprehensive Income (Loss)
	Nonredeemable Preferred Stock		Shares Outstanding			Amount		Capital Surplus						Retained Earnings			Treasury Stock			Total Shareholders' Equity
	(in millions, except per share data)
BALANCE AT JANUARY 1, 2006	$	—		162.9		$	894	$	461		$	(170	)	$	4,796		$	(913	)	$	5,068
Net income		—		—			—		—			—			893			—			893
Other comprehensive income, net of tax		—		—			—		—			55			—			—			55
Total comprehensive income																					948
Cash dividends declared on common stock ($2.36 per share)		—		—			—		—			—			(380	)		—			(380	)
Purchase of common stock		—		(6.7	)		—		—			—			—			(384	)		(384	)
Net issuance of common stock under employee stock plans		—		1.7			—		(15	)		—			(27	)		95			53
Share-based compensation		—		—			—		57			—			—			—			57
Employee deferred compensation obligations		—		(0.3	)		—		17			—			—			(17	)		—
SFAS 158 transition adjustment, net of tax		—		—			—		—			(209	)		—			—			(209	)
BALANCE AT DECEMBER 31, 2006	$	—		157.6		$	894	$	520		$	(324	)	$	5,282		$	(1,219	)	$	5,153
FSP 13-2 transition adjustment, net of tax		—		—			—		—			—			(46	)		—			(46	)
FIN 48 transition adjustment, net of tax		—		—			—		—			—			(6	)		—			(6	)
BALANCE AT JANUARY 1, 2007	$	—		157.6		$	894	$	520		$	(324	)	$	5,230		$	(1,219	)	$	5,101
Net income		—		—			—		—			—			686			—			686
Other comprehensive income, net of tax		—		—			—		—			147			—			—			147
Total comprehensive income																					833
Cash dividends declared on common stock ($2.56 per share)		—		—			—		—			—			(393	)		—			(393	)
Purchase of common stock		—		(10.0	)		—		—			—			—			(580	)		(580	)
Net issuance of common stock under employee stock plans		—		2.4			—		(16	)		—			(26	)		139			97
Share-based compensation		—		—			—		59			—			—			—			59
Employee deferred compensation obligations		—		—			—		1			—			—			(1	)		—
BALANCE AT DECEMBER 31, 2007	$	—		150.0		$	894	$	564		$	(177	)	$	5,497		$	(1,661	)	$	5,117
Net income		—		—			—		—			—			213			—			213
Other comprehensive loss, net of tax		—		—			—		—			(132	)		—			—			(132	)
Total comprehensive income																					81
Cash dividends declared on common stock ($2.31 per share)		—		—			—		—			—			(348	)		—			(348	)
Purchase of common stock		—		—			—		—			—			—			(1	)		(1	)
Issuance of preferred stock and related warrant		2,126		—			—		124			—			—			—			2,250
Accretion of discount on preferred stock		3		—			—		—			—			(3	)		—			—
Net issuance of common stock under employee stock plans		—		0.5			—		(19	)		—			(14	)		33			—
Share-based compensation		—		—			—		53			—			—			—			53
BALANCE AT DECEMBER 31, 2008	$	2,129		150.5		$	894	$	722		$	(309	)	$	5,345		$	(1,629	)	$	7,152

See notes to consolidated financial statements.

72

CONSOLIDATED STATEMENTS OF CASH FLOWS

Comerica Incorporated and Subsidiaries

					Years Ended December 31,
					2008			2007			2006
					(in millions)
OPERATING ACTIVITIES
	Net income				$	213		$	686		$	893
		Income from discontinued operations, net of tax				1			4			111
		Income from continuing operations, net of tax				212			682			782
	Adjustments to reconcile net income to net cash provided by operating activities:
		Provision for loan losses				686			212			37
		Provision for credit losses on lending-related commitments				18			(1	)		5
		Provision (benefit) for deferred income taxes				(99	)		(53	)		12
		Depreciation and software amortization				114			96			84
		Auction-rate securities charge				88			—			—
		Lease income charge				38			—			—
		Share-based compensation expense				51			59			57
		Net amortization of securities				(11	)		(3	)		(2	)
		Net securities gains				(67	)		(7	)		—
		Net (gain) loss on sales of businesses				—			(3	)		12
		Contribution to qualified pension plan				(175	)		—			—
		Excess tax benefits from share-based compensation arrangements				—			(9	)		(9	)
		Net (increase) decrease in trading securities				(6	)		61			(50	)
		Net decrease in loans held-for-sale				99			14			78
		Net decrease (increase) in accrued income receivable				82			1			(65	)
		Net (decrease) increase in accrued expenses				(306	)		36			25
		Other, net				137			(75	)		(66	)
		Discontinued operations, net				1			4			75
				Net cash provided by operating activities		862			1,014			975
INVESTING ACTIVITIES
	Proceeds from sales of investment securities available-for-sale					156			7			1
	Proceeds from maturities of investment securities available-for-sale					1,667			882			1,337
	Purchases of investment securities available-for-sale					(4,496	)		(3,519	)		(747	)
	Purchases of Federal Home Loan Bank stock					(353	)		—			—
	Net increase in loans					(259	)		(3,561	)		(4,324	)
	Net increase in fixed assets					(166	)		(189	)		(163	)
	Net decrease in customers' liability on acceptances outstanding					34			8			3
	Proceeds from sales of businesses					—			3			43
	Discontinued operations, net					—			—			221
			Net cash used in investing activities			(3,417	)		(6,369	)		(3,629	)
FINANCING ACTIVITIES
	Net (decrease) increase in deposits					(2,299	)		(1,295	)		2,496
	Net (decrease) increase in short-term borrowings					(1,058	)		2,172			333
	Net decrease in acceptances outstanding					(34	)		(8	)		(3	)
	Proceeds from issuance of medium- and long-term debt					8,000			4,335			3,326
	Repayments of medium- and long-term debt					(2,000	)		(1,529	)		(1,303	)
	Proceeds from issuance of preferred stock and related warrants					2,250			—			—
	Proceeds from issuance of common stock under employee stock plans					1			89			45
	Excess tax benefits from share-based compensation arrangements					—			9			9
	Purchase of common stock for treasury					(1	)		(580	)		(384	)
	Dividends paid					(395	)		(390	)		(377	)
	Discontinued operations, net					—			—			—
			Net cash provided by financing activities			4,464			2,803			4,142
Net increase (decrease) in cash and cash equivalents						1,909			(2,552	)		1,488
Cash and cash equivalents at beginning of year						1,514			4,066			2,578
Cash and cash equivalents at end of year					$	3,423		$	1,514		$	4,066
Interest paid					$	1,266		$	1,703		$	1,385
Income taxes paid					$	241		$	402		$	299
Noncash investing and financing activities:
	Loans transferred to other real estate				$	65		$	20		$	13
	Loans transferred from held-for-sale to portfolio					84			—			—
	Loans transferred from portfolio to held-for-sale					—			83			74

See notes to consolidated financial statements.

73

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 1 — Summary of Significant Accounting Policies

Organization

        Comerica Incorporated (the Corporation) is a registered financial holding company headquartered in Dallas, Texas. The Corporation's major business segments are the Business Bank, the Retail Bank and Wealth & Institutional Management. For further discussion of each business segment, refer to Note 25. The core businesses are tailored to each of the Corporation's four primary geographic markets: Midwest, Western, Texas and Florida. The Corporation and its banking subsidiaries are regulated at both the state and federal levels.

        The accounting and reporting policies of the Corporation conform to U.S. generally accepted accounting principles and prevailing practices within the banking industry. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

        The following summarizes the significant accounting policies of the Corporation applied in the preparation of the accompanying consolidated financial statements.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Corporation and its subsidiaries after elimination of all significant intercompany accounts and transactions. Certain amounts in the financial statements for prior years have been reclassified to conform to current financial statement presentation.

        The Corporation consolidates variable interest entities (VIE's) in which it is the primary beneficiary. In general, a VIE is an entity that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. If any of these characteristics is present, the entity is subject to a variable interests consolidation model, and consolidation is based on variable interests, not on ownership of the entity's outstanding voting stock. Variable interests are defined as contractual, ownership or other money interests in an entity that change with fluctuations in the entity's net asset value. The primary beneficiary consolidates the VIE; the primary beneficiary is defined as the enterprise that absorbs a majority of expected losses or receives a majority of residual returns (if the losses or returns occur), or both. The Corporation consolidates entities not determined to be VIE's when it holds a majority (controlling) interest in the entity's outstanding voting stock. The minority interest in less than 100 percent owned consolidated subsidiaries is not material and is included in "accrued expenses and other liabilities" on the consolidated balance sheets. The related minority interest in earnings which is included in "other noninterest expenses" on the consolidated statements of income was a charge (credit) of $1 million or less for the years ended December 31, 2008, 2007 and 2006.

        Equity investments in entities that are not VIE's where the Corporation owns less than a majority (controlling) interest and equity investments in entities that are VIE's where the Corporation is not the primary beneficiary are not consolidated. Rather, such investments are accounted for using either the equity method or cost method. The equity method is used for investments in corporate joint ventures and investments where the Corporation has the ability to exercise significant influence over the investee's operation and financial policies, which is generally presumed to exist if the Corporation owns more than 20 percent of the voting interest of the investee. Equity method investments are included in "accrued income and other assets" on the consolidated balance sheets, with income and losses recorded in "other noninterest income" on the consolidated statements of

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

income. Unconsolidated equity investments that do not meet the criteria to be accounted for under the equity method are accounted for under the cost method. Cost method investments in publicly traded companies are included in "investment securities available-for-sale" on the consolidated balance sheets, with income (net of write-downs) recorded in "net securities gains (losses)" on the consolidated statements of income. Cost method investments in non-publicly traded companies are included in "accrued income and other assets" on the consolidated balance sheets, with income (net of write-downs) recorded in "other noninterest income" on the consolidated statements of income.

        For further information regarding the Corporation's investments in VIE's, refer to Note 22.

Fair Value Measurements

        On January 1, 2008, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements," (SFAS 157), which defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. The Corporation elected not to delay the application of SFAS 157 to nonfinancial assets and nonfinancial liabilities, as allowed by FASB Staff Position (FSP) SFAS 157-2. FSP SFAS 157-3 clarifies the application of SFAS 157 in a market that is not active. SFAS 157 (as amended) applies whenever other standards require (or permit) assets or liabilities to be measured at fair value and, therefore, does not expand the use of fair value in any new circumstances. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date. SFAS 157 (as amended) clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. SFAS 157 (as amended) requires fair value measurements to be separately disclosed by level within the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Corporation's policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements for those items for which there is an active market. In cases where the market for a financial asset or liability is not active, the Corporation includes appropriate risk adjustments that market participants would make for nonperformance and liquidity risks when developing fair value measurements.

        Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The initial adoption of SFAS 157 resulted in a reduction to noninterest income of approximately $3 million. For a further discussion of SFAS 157, refer to Note 23 to the consolidated financial statements.

Other Short-Term Investments

        Other short-term investments include trading securities and loans held-for-sale.

        Trading securities are carried at market value. Realized and unrealized gains or losses on trading securities are included in "other noninterest income" on the consolidated statements of income.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        Loans held-for-sale, typically residential mortgages and Small Business Administration loans, are carried at the lower of cost or market. Market value is determined in the aggregate for each portfolio.

Investment Securities

        Investment securities held-to-maturity are those securities which the Corporation has the ability and management has the positive intent to hold to maturity as of the balance sheet dates. Investment securities held-to-maturity are recorded at cost, adjusted for amortization of premium and accretion of discount.

        Investment securities that are not considered held-to-maturity are accounted for as securities available-for-sale and recorded at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of other comprehensive income (loss).

        Available-for-sale and held-to-maturity securities are reviewed quarterly for possible other-than-temporary impairment. The review includes an analysis of the facts and circumstances of each individual investment and focuses on whether the decline in value was caused by a change in the probability of contractual cash flows. Other factors considered include the severity of loss, the length of time the fair value has been below cost, the expectation for that security's performance, the financial condition and near-term prospects of the issuer and management's intent and ability to hold the security to recovery. A decline in value that is considered to be other-than-temporary is recorded as a loss in "net securities gains (losses)" in the consolidated statements of income.

        Gains or losses on the sale of securities are computed based on the adjusted cost of the specific security sold.

Allowance for Loan Losses

        The allowance for loan losses represents management's assessment of probable losses inherent in the Corporation's loan portfolio. The allowance provides for probable losses that have been identified with specific customer relationships and for probable losses believed to be inherent in the loan portfolio, but that have not been specifically identified. Internal risk ratings are assigned to each business loan at the time of approval and are subject to subsequent periodic reviews by senior management. The Corporation performs a detailed credit quality review quarterly on both large business and certain large personal purpose consumer and residential mortgage loans that have deteriorated below certain levels of credit risk and may allocate a specific portion of the allowance to such loans based upon this review. Business loans are those belonging to the commercial, real estate construction, commercial mortgage, lease financing and international loan portfolios. A portion of the allowance is allocated to the remaining business loans by applying estimated loss ratios, based on numerous factors identified below, to the loans within each risk rating. In addition, a portion of the allowance is allocated to these remaining loans based on industry specific risks inherent in certain portfolios that have experienced above average losses. Furthermore, a portion of the allowance is allocated to these remaining loans based on industry specific risks inherent in certain portfolios that have not yet manifested themselves in the risk ratings. The portion of the allowance allocated to all other consumer and residential mortgage loans is determined by applying estimated loss ratios to various segments of the loan portfolio. Estimated loss ratios for all portfolios incorporate factors, such as recent charge-off experience, current economic conditions and trends, and trends with respect to past due and nonaccrual amounts, and are supported by underlying analysis, including information on migration and loss given default studies from each of the three largest domestic geographic markets (Midwest, Western and Texas), as well as mapping to bond tables.

        Actual loss ratios experienced in the future may vary from those estimated. The uncertainty occurs because factors may exist which affect the determination of probable losses inherent in the loan portfolio and are not necessarily captured by the application of estimated loss ratios or identified industry-specific risks. A portion of

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

the allowance is maintained to capture these probable losses and reflects management's view that the allowance should recognize the margin for error inherent in the process of estimating expected loan losses. Factors that were considered in the evaluation of the adequacy of the Corporation's allowance include the inherent imprecision in the risk rating system and the risk associated with new customer relationships. The allowance associated with the margin for inherent imprecision covers probable loan losses as a result of an inaccuracy in assigning risk ratings or stale ratings which may not have been updated for recent negative trends in particular credits. The allowance due to new business migration risk is based on an evaluation of the risk of rating downgrades associated with loans that do not have a full year of payment history.

        The total allowance for loan losses is available to absorb losses from any segment within the portfolio. Unanticipated economic events, including political, economic and regulatory instability in countries where the Corporation has loans, could cause changes in the credit characteristics of the portfolio and result in an unanticipated increase in the allowance. Inclusion of other industry specific exposures in the allowance, as well as significant increases in the current portfolio exposures, could also increase the amount of the allowance. Any of these events, or some combination thereof, may result in the need for additional provision for loan losses in order to maintain an allowance that complies with credit risk and accounting policies.

        Loans deemed uncollectible are charged off and deducted from the allowance. The provision for loan losses and recoveries on loans previously charged off are added to the allowance.

Allowance for Credit Losses on Lending-Related Commitments

        The allowance for credit losses on lending-related commitments covers management's assessment of probable credit losses inherent in lending-related commitments, including unused commitments to extend credit, letters of credit and financial guarantees. Lending-related commitments for which it is probable that the commitment will be drawn (or sold) are reserved with the same estimated loss rates as loans, or with specific reserves. In general, the probability of draw for letters of credit is considered certain once the credit becomes a watch list credit (generally consistent with regulatory defined special mention, substandard and doubtful accounts). Non-watch list letters of credits and all unfunded commitments have a lower probability of draw, to which standard loan loss rates are applied. The allowance for credit losses on lending-related commitments is included in "accrued expenses and other liabilities" on the consolidated balance sheets, with the corresponding charge reflected in "provision for credit losses on lending-related commitments" in the noninterest expenses section on the consolidated statements of income.

Nonperforming Assets

        Nonperforming assets are comprised of loans, including loans held-for-sale, and debt securities for which the accrual of interest has been discontinued, loans for which the terms have been renegotiated to less than market rates due to a serious weakening of the borrower's financial condition, and real estate which has been acquired through foreclosure and is awaiting disposition.

        Loans that have been restructured but yield a rate equal to or greater than the rate charged for new loans with comparable risk and have met the requirements for accrual status are not reported as nonperforming assets. Such loans continue to be evaluated for impairment for the remainder of the calendar year of the restructuring. These loans may be excluded from the impairment assessment in the calendar years subsequent to the restructuring, if not impaired based on the modified terms. See Note 4 for additional information on loan impairment.

        Residential mortgage loans are generally placed on nonaccrual status during the foreclosure process, normally no later than 150 days past due. Other consumer loans are generally not placed on nonaccrual status

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

and are charged off no later than 180 days past due, and earlier, if deemed uncollectible. Loans, other than consumer loans, and debt securities are generally placed on nonaccrual status when principal or interest is past due 90 days or more and/or when, in the opinion of management, full collection of principal or interest is unlikely. At the time a loan or debt security is placed on nonaccrual status, interest previously accrued but not collected is charged against current income. Income on such loans and debt securities is then recognized only to the extent that cash is received and where future collection of principal is probable. Generally, a loan or debt security may be returned to accrual status when all delinquent principal and interest have been received and the Corporation expects repayment of the remaining contractual principal and interest, or when the loan or debt security is both well secured and in the process of collection.

        A nonaccrual loan that is restructured will generally remain on nonaccrual after the restructuring for a period of six months to demonstrate that the borrower can meet the restructured terms. However, sustained payment performance prior to the restructuring or significant events that coincide with the restructuring are included in assessing whether the borrower can meet the restructured terms. These factors may result in the loan being returned to an accrual status at the time of restructuring or upon satisfaction of a shorter performance period. If management is uncertain whether the borrower has the ability to meet the revised payment schedule, the loan remains classified as nonaccrual.

        Other real estate acquired is carried at the lower of cost or fair value, less estimated costs to sell. When the property is acquired through foreclosure, any excess of the related loan balance over fair value is charged to the allowance for loan losses. Subsequent write-downs, operating expenses and losses upon sale, if any, are charged to noninterest expenses.

Premises and Equipment

        Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, computed on the straight-line method, is charged to operations over the estimated useful lives of the assets. The estimated useful lives are generally 10-33 years for premises that the Corporation owns and three to eight years for furniture and equipment. Leasehold improvements are amortized over the terms of their respective leases, or 10 years, whichever is shorter.

Software

        Capitalized software is stated at cost, less accumulated amortization. Capitalized software includes purchased software and capitalizable application development costs associated with internally-developed software. Amortization, computed on the straight-line method, is charged to operations over the estimated useful life of the software, which is generally five years. Capitalized software is included in "accrued income and other assets" on the consolidated balance sheets.

Goodwill and Other Intangible Assets

        Goodwill and identified intangible assets that have an indefinite useful life are subject to impairment testing, which is conducted annually, or on an interim basis if events or changes in circumstances between annual tests indicate the assets might be impaired. The Corporation performs its annual impairment test for goodwill as of July 1 of each year. The impairment test involves assigning tangible assets and liabilities, identified intangible assets and goodwill to reporting units, which are a subset of the Corporation's operating segments, and comparing the fair value of each reporting unit to its carrying value. If the fair value is less than the carrying value, a further test is required to measure the amount of impairment.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The Corporation reviews finite-lived intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable from projected undiscounted net operating cash flows. If the projected undiscounted net operating cash flows are less than the carrying amount, a loss is recognized to reduce the carrying amount to fair value.

        Additional information regarding goodwill, other intangible assets and impairment policies can be found in Note 8.

Nonmarketable Equity Securities

        The Corporation has a portfolio of investments in private equity and venture capital funds. The majority of these investments are not readily marketable and are reported in "accrued income and other assets" on the consolidated balance sheets. The investments are individually reviewed for impairment on a quarterly basis by comparing the carrying value to the estimated fair value. The amount by which the carrying value exceeds the fair value that is determined to be other-than-temporary impairment is charged to current earnings and the carrying value of the investment is written down accordingly.

Derivative Instruments

        Derivative instruments are carried at fair value in either, "accrued income and other assets" or "accrued expenses and other liabilities" on the consolidated balance sheets. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument is determined by whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Corporation designates the hedging instrument, based upon the exposure being hedged, as either a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments designated and qualifying as a fair value hedge (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item (i.e., the ineffective portion), if any, is recognized in current earnings during the period of change. For derivative instruments that are designated and qualify as a hedge of a net foreign currency investment in a foreign subsidiary, the gain or loss is reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.

        If the Corporation determines that a derivative instrument has not been or will not continue to be highly effective as a fair value or cash flow hedge, or that the hedge designation is no longer appropriate, hedge accounting is discontinued. The derivative instrument will continue to be recorded in the consolidated balance sheets at its fair value, with future changes in fair value recognized in noninterest income.

        Foreign exchange futures and forward contracts, foreign currency options, interest rate caps, interest rate swap agreements and energy derivative contracts executed as a service to customers are not designated as hedging instruments and both the realized and unrealized gains and losses on these instruments are recognized in noninterest income.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The Corporation holds a portfolio of warrants for nonmarketable equity securities. Most of these warrants are from high technology, non-public companies obtained as part of the loan origination process. Warrants that have a net exercise provision or a non-contingent put right embedded in the warrant agreement (primarily those obtained prior to 2006) are required to be accounted for as derivatives and recorded at fair value. The initial fair value of warrants obtained as part of the loan origination process is deferred and amortized into "interest and fees on loans" on the consolidated statements of income over the life of the loan. The fair value of these warrants is subsequently adjusted on a quarterly basis, with any changes in fair value recorded in "other noninterest income" on the consolidated statements of income.

        Further information on the Corporation's derivative instruments is included in Note 20.

Standby and Commercial Letters of Credit and Financial Guarantees

        Certain guarantee contracts or indemnification agreements issued or modified subsequent to December 31, 2002, that contingently require the Corporation, as guarantor, to make payments to the guaranteed party are initially measured at fair value and included in "accrued expenses and other liabilities" on the consolidated balance sheets. Further information on the Corporation's obligations under guarantees is included in Note 20.

Loan Origination Fees and Costs

        On January 1, 2008, the Corporation prospectively implemented a refinement in the application of SFAS No. 91, "Accounting for Loan Origination Fees and Costs," (SFAS 91), which resulted in the deferral and amortization to net interest income of substantially all loan origination fees and costs over the life of the related loan or over the commitment period as a yield adjustment. Prior to January 1, 2008, the Corporation deferred and amortized business loan origination and commitment fees greater than $10 thousand and all Small Business Administration, residential mortgage and consumer loan origination fees and costs over the life of the related loan or over the commitment period as a yield adjustment. The impact of the refinement on 2008 results was a reduction in net interest income of $17 million, a reduction in the net interest margin of 3 basis points, a reduction in noninterest expenses of $44 million and an increase in net income of $17 million ($0.11 per diluted share). Any adjustments to retroactively apply the refinement of SFAS 91 would not have been material to any prior reporting periods.

        Loan fees on unused commitments and net origination fees related to loans sold are recognized in noninterest income.

Share-Based Compensation

        In 2006, the Corporation adopted the provisions of SFAS No. 123 (revised 2004), "Share-Based Payment," (SFAS 123(R)), using the modified-prospective transition method. The Corporation recognizes compensation expense under SFAS 123(R) using the straight-line method over the requisite service period for all stock awards, including those with graded vesting. Measurement and attribution of compensation cost for awards that were granted prior to the date SFAS 123(R) was adopted continue to be based on the estimate of the grant-date fair value and attribution method used under prior accounting guidance.

        SFAS 123(R) requires that the expense associated with share-based compensation awards be recorded over the requisite service period. The requisite service period is the period an employee is required to provide service in order to vest in the award, which cannot extend beyond the retirement eligible date (the date at which the employee is no longer required to perform any service to receive the share-based compensation). Prior to the adoption of SFAS 123(R), the Corporation recorded the expense associated with share-based compensation

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

awards over the explicit service period (vesting period). Upon retirement, any remaining unrecognized costs related to share-based compensation awards retained after retirement were expensed.

        The Corporation elected to adopt the alternative transition method provided in the Financial Accounting Standards Board (FASB) Staff Position No. FAS 123(R)-3, "Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards," for calculating the tax effects of share-based compensation under SFAS 123(R). The alternative transition method included simplified methods to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC pool and consolidated statements of cash flows of the tax effects of employee share-based compensation awards that were outstanding and fully or partially unvested upon adoption of SFAS 123(R).

        Further information on the Corporation's share-based compensation plans is included in Note 15.

Pension and Other Postretirement Costs

        On December 31, 2006, the Corporation adopted the provisions of SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)," (SFAS 158), and recognized in its consolidated balance sheet the funded status of its defined benefit pension and postretirement plans, measured as the difference between the fair value of plan assets and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement plan, the benefit obligation is the accumulated benefit obligation. The Corporation also recorded prior service costs, net actuarial losses and remaining transition obligations as components of accumulated other comprehensive income (loss), net of tax, at December 31, 2006. Actuarial gains or losses and prior service costs or credits that arise subsequent to December 31, 2006 are recognized as increases or decreases in other comprehensive income (loss).

        Pension costs are charged to "employee benefits" expense on the consolidated statements of income and are funded consistent with the requirements of federal laws and regulations. Inherent in the determination of pension costs are assumptions concerning future events that will affect the amount and timing of required benefit payments under the plans. These assumptions include demographic assumptions such as retirement age and death, a compensation rate increase, a discount rate used to determine the current benefit obligation and a long-term expected return on plan assets. Net periodic pension expense includes service cost, interest cost based on the assumed discount rate, an expected return on plan assets based on an actuarially derived market-related value of assets, amortization of prior service cost and amortization of net actuarial gains or losses. The market-related value used to determine the expected return on plan assets is based on fair value adjusted for the difference between expected returns and actual asset performance. The asset gains and losses are incorporated in the market-related value over a five-year period. Prior service costs include the impact of plan amendments on the liabilities and are amortized over the future service periods of active employees expected to receive benefits under the plan. Actuarial gains and losses result from experience different from that assumed and from changes in assumptions (excluding asset gains and losses not yet reflected in market-related value). Amortization of actuarial gains and losses is included as a component of net periodic pension cost for a year if the actuarial net gain or loss exceeds 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets. If amortization is required, the excess is amortized over the average remaining service period of participating employees expected to receive benefits under the plan.

        Postretirement benefits are recognized in "employee benefits" expense on the consolidated statements of income during the average remaining service period of participating employees expected to receive benefits under the plan or the average remaining future lifetime of retired participants currently receiving benefits under the plan.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        For further information regarding the Corporation's pension and other postretirement plans refer to Note 16.

Income Taxes

        The provision for income taxes is based on amounts reported in the consolidated statements of income (after deducting non-taxable items, principally income on bank-owned life insurance, and deducting tax credits related to investments on low income housing partnerships) and includes deferred income taxes on temporary differences between the tax basis and financial reporting basis of assets and liabilities. Deferred tax assets are evaluated for realization based on available evidence and assumptions made regarding future events. This evaluation includes assumptions of future taxable income and other likely initiatives that could be undertaken. A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax asset will not be realized. The provision for income taxes assigned to discontinued operations is based on statutory rates, adjusted for permanent differences generated by those operations.

        On January 1, 2007, the Corporation adopted the provisions of FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109," (FIN 48). FIN 48 permitted the Corporation to change its accounting policy as to where interest and penalties on income tax liabilities is classified in the consolidated statements of income. Effective January 1, 2007, the Corporation prospectively changed its accounting policy to classify interest and penalties on income tax liabilities in the "provision for income taxes" on the consolidated statements of income. For periods prior to 2007, interest and penalties on income tax liabilities remained classified in "other noninterest expenses" on the consolidated statements of income. For a further discussion of FIN 48, refer to Note 17 to the consolidated financial statements.

        On January 1, 2008, the Corporation adopted EITF Issue No. 06-11 "Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards" (EITF 06-11). EITF 06-11 requires the Corporation to recognize the income tax benefit realized from dividends charged to retained earnings and paid to employees for nonvested restricted stock awards as an increase to capital surplus. Prior to the adoption of EITF 06-11, the income tax benefit for such dividends was recognized as a reduction of income tax expense.

Discontinued Operations

        Components of the Corporation that have been or will be disposed of by sale, where the Corporation does not have a significant continuing involvement in the operations after the disposal, are accounted for as discontinued operations in all periods presented if significant to the consolidated financial statements. For further information on discontinued operations, refer to Note 27.

Statements of Cash Flows

        Cash and cash equivalents are defined as those amounts included in "cash and due from banks", "federal funds sold and securities purchased under agreements to resell" and "interest-bearing deposits with banks" on the consolidated balance sheets. Cash flows from discontinued operations are reported as separate line items within cash flows from operating, investing and financing activities in the consolidated statements of cash flows.

Other Comprehensive Income (Loss)

        The Corporation has elected to present information on comprehensive income in the consolidated statements of changes in shareholders' equity and in Note 13.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 2 — Pending Accounting Pronouncements

        In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations," (SFAS 141(R)), which replaces SFAS 141. SFAS 141(R) establishes principles and requirements for recognition and measurement of assets, liabilities and any noncontrolling interest acquired due to a business combination. Under SFAS 141(R) the entity that acquires the business (whether in a full or partial acquisition) may recognize only the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at fair value. As such, an acquirer will not be permitted to recognize any allowance for loan losses of the acquiree, if applicable. SFAS 141(R) requires the acquirer to recognize goodwill as of the acquisition date, measured as a residual. Under SFAS 141(R), acquisition-related transaction and restructuring costs will be expensed as incurred rather than treated as part of the acquisition cost and included in the amount recorded for assets acquired. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. Accordingly, the Corporation will apply the provisions of SFAS 141(R) for acquisitions completed after December 31, 2008.

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB 51," (SFAS 160), which defines noncontrolling interest as the portion of equity in a subsidiary not attributable, directly or indirectly, to the parent. SFAS 160 requires the ownership interests in subsidiaries held by parties other than the parent (previously referred to as minority interest) to be clearly presented in the consolidated statement of financial position within equity, but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to any noncontrolling interest must be clearly presented on the face of the consolidated statement of income. Changes in the parent's ownership interest while the parent retains its controlling financial interest (greater than 50 percent ownership) are to be accounted for as equity transactions. Upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. Additionally, any ownership interest retained will be remeasured at fair value on the date control is lost, with any gain or loss recognized in earnings. SFAS 160 is effective for fiscal years beginning after December 15, 2008. Accordingly, the Corporation will adopt the provisions of SFAS 160 in the first quarter 2009. The Corporation does not expect the adoption of the provisions of SFAS 160 to have a material effect on the Corporation's financial condition and results of operations.

        In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133," (SFAS 161). SFAS 161 applies to all derivative instruments and related hedged items accounted for under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133). SFAS 161 requires entities to provide greater transparency about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, results of operations and cash flows. To meet those objectives, SFAS 161 requires (1) qualitative disclosures about objectives for using derivatives by primary underlying risk exposure (e.g., interest rate, credit or foreign exchange rate) and by purpose or strategy (fair value hedge, cash flow hedge, net investment hedge, and non-hedges), (2) information about the volume of derivative activity in a flexible format that the preparer believes is the most relevant and practicable, (3) tabular disclosures about balance sheet location and gross fair value amounts of derivative instruments, income statement and other comprehensive income location of gain and loss amounts on derivative instruments by type of contract, and (4) disclosures about credit-risk related contingent features in derivative agreements. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Accordingly, the Corporation will adopt the provisions of SFAS 161 in the first quarter 2009. The Corporation does not expect the adoption of the provisions of SFAS 161 to have a material effect on the Corporation's financial condition and results of operations.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        In April 2008, the FASB issued FSP No. FAS 142-3, "Determination of the Useful Life of Intangible Assets," (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible Assets," (SFAS 142). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R), "Business Combinations". FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Accordingly, the Corporation will adopt the provisions of FSP FAS 142-3 in the first quarter 2009. The Corporation does not expect the adoption of the provisions of FSP FAS 142-3 to have a material effect on the Corporation's financial condition and results of operations.

        In June 2008, the FASB issued FSP No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities," (FSP EITF 03-6-1). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities and should be included in the calculation of basic earnings per share using the two-class method prescribed by SFAS 128, "Earnings Per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. All prior period earnings per share amounts presented are required to be adjusted retrospectively. Accordingly, the Corporation will adopt the provisions of FSP EITF 03-6-1 in the first quarter 2009. The Corporation does not expect the adoption of the provisions of FSP EITF 03-6-1 to have a material effect on the Corporation's financial condition and results of operations.

        In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets," (FSP FAS 132(R)-1). FSP FAS 132(R)-1 amends SFAS No. 132(R), "Employers' Disclosures about Pensions and Other Postretirement Benefits," to require additional disclosures about assets held in an employer's defined benefit pension or other postretirement plan. FSP FAS 132(R)-1 requires (1) disclosure of the fair value of each major asset category, (2) employers to consider whether additional categories or further disaggregation should be disclosed, (3) disclosure of the level within the fair value hierarchy in which each major category of plan assets falls, using the guidance in SFAS 157, and (4) reconciliation of beginning and ending balances of plan assets with fair values measured using significant unobservable inputs. FSP FAS 132(R)-1 is effective for financial statements issued for fiscal years after December 15, 2009. Accordingly, the Corporation will adopt the provisions of FSP FAS 132(R)-1 in its consolidated financial statements for the year ended December 31, 2009. The Corporation does not expect the adoption of the provisions of FSP FAS 132(R)-1 to have a material effect on the Corporation's financial condition and results of operations.

84

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 3 — Investment Securities

        A summary of the Corporation's investment securities available-for-sale follows:

			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
			(in millions)
December 31, 2008
	U.S. Treasury and other Government agency securities		$	79	$	—	$	—	$	79
	Government-sponsored enterprise securities *			7,624		242		5		7,861
	State and municipal auction-rate securities			67		—		3		64
	Other state and municipal securities			2		—		—		2
	Other auction-rate securities			1,112		—		29		1,083
	Other securities			112		—		—		112
		Total investment securities available-for-sale	$	8,996	$	242	$	37	$	9,201
December 31, 2007
	U.S. Treasury and other Government agency securities		$	36	$	—	$	—	$	36
	Government-sponsored enterprise securities *			6,178		34		47		6,165
	State and municipal auction-rate securities			—		—		—		—
	Other state and municipal securities			3		—		—		3
	Other auction-rate securities			—		—		—		—
	Other securities			92		—		—		92
		Total investment securities available-for-sale	$	6,309	$	34	$	47	$	6,296

*

Consists of mortgage-backed securities issued by government-sponsored enterprises.

85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        A summary of the Corporation's temporarily impaired investment securities available-for-sale follows:

			Impaired
			Less than 12 months					Over 12 months					Total
			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
			(in millions)
December 31, 2008
	U.S. Treasury and other Government agency securities		$	—	$	—		$	—	$	—		$	—	$	—
	Government-sponsored enterprise securities			137		1			559		4			696		5
	State and municipal auction-rate securities			64		3			—		—			64		3
	Other state and municipal securities			—		—			—		—			—		—
	Other auction-rate securities			1,083		29			—		—			1,083		29
	Other securities			—		—			—		—			—		—
		Total temporarily impaired securities	$	1,284	$	33		$	559	$	4		$	1,843	$	37
December 31, 2007
	U.S. Treasury and other Government
		agency securities	$	5	$	—	*	$	1	$	—	*	$	6	$	—	*
	Government-sponsored enterprise securities			212		1			2,126		46			2,338		47
	State and municipal auction-rate securities			—		—			—		—			—		—
	Other state and municipal securities			—		—			—		—			—		—
	Other auction-rate securities			—		—			—		—			—		—
	Other securities			—		—			—		—			—		—
		Total temporarily impaired securities	$	217	$	1		$	2,127	$	46		$	2,344	$	47

*

Unrealized losses less than $0.5 million.

        At December 31, 2008, the Corporation had 849 securities in an unrealized loss position, including 61 AAA-rated Government-sponsored enterprise securities (i.e., FMNA, FHLMC) and 784 auction-rate securities. The unrealized losses resulted from changes in market interest rates and liquidity, not a change in the probability of contractual cash flows. The Corporation has the ability and intent to hold these available-for-sale investment securities until maturity or market price recovery, and full collection of the amounts due according to the contractual terms of the securities is expected; therefore, the Corporation does not consider these investments to be other-than-temporarily impaired at December 31, 2008.

        The table below summarizes the amortized cost and fair values of debt securities, by contractual maturity. Securities with multiple maturity dates are classified in the period of final maturity. Expected maturities will

86

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

			December 31, 2008
			Amortized Cost		Fair Value
			(in millions)
Contractual maturity
	Within one year		$	117	$	117
	After one year through five years			6		6
	After five years through ten years			—		—
	After ten years			225		211
		Subtotal		348		334
Mortgage-backed securities				7,624		7,861
Equity and other nondebt securities				1,024		1,006
		Total securities available-for-sale	$	8,996	$	9,201

        Included in the contractual maturity distribution in the table above were auction-rate debt securities with an amortized cost and fair value of $225 million and $211 million, respectively. Auction-rate preferred securities having no contractual maturity with an amortized cost and fair value of $954 million and $936 million, respectively, were included in "equity and other nondebt securities" in the above table. Auction-rate securities are long-term, floating rate instruments for which interest rates are reset at periodic auctions. At each successful auction, the Corporation has the option to sell the security at par value. Additionally, the issuers of auction-rate securities generally have the right to redeem or refinance the debt. As a result, the expected life of auction-rate securities may differ significantly from the contractual life.

        Sales, calls and write-downs of investment securities available-for-sale resulted in realized gains and losses as follows:

		Years Ended December 31
		2008			2007			2006
		(in millions)
Securities gains		$	68		$	9		$	2
Securities losses			(1	)		(2	)		(2	)
	Total net securities gains (losses)	$	67		$	7		$	—

        At December 31, 2008, investment securities having a carrying value of $6.1 billion were pledged where permitted or required by law to secure $5.0 billion of liabilities, including public and other deposits, Federal Home Loan Bank of Dallas (FHLB) advances and derivative instruments. This included securities of $749 million pledged with the Federal Reserve Bank to secure actual treasury tax and loan borrowings of $49 million at December 31, 2008, and potential borrowings of up to an additional $678 million. This also included mortgage-backed securities of $3.2 billion pledged with the FHLB to secure advances of $3.2 billion at December 31, 2008. The remaining pledged securities of $2.2 billion were primarily with state and local government agencies to secure $1.8 billion of deposits and other liabilities.

87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 4 — Nonperforming Assets

        The following table summarizes nonperforming assets, which consist of nonaccrual loans, reduced-rate loans and real estate acquired through foreclosure. Nonaccrual loans are those on which interest is not being recognized. Reduced-rate loans are those on which interest has been renegotiated to lower than market rates because of the weakened financial condition of the borrower.

        Nonaccrual and reduced-rate loans are included in loans and real estate acquired through foreclosure is included in "accrued income and other assets" on the consolidated balance sheets.

				December 31
				2008		2007
				(in millions)
Nonaccrual loans:
	Commercial			$	205	$	75
	Real estate construction:
		Commercial Real Estate business line			429		161
		Other business lines			5		6
			Total real estate construction		434		167
	Commercial mortgage:
		Commercial Real Estate business line			132		66
		Other business lines			130		75
			Total commercial mortgage		262		141
	Residential mortgage				7		1
	Consumer				6		3
	Lease financing				1		—
	International				2		4
		Total nonaccrual loans			917		391
Reduced-rate loans					—		13
		Total nonperforming loans			917		404
Foreclosed property					66		19
		Total nonperforming assets		$	983	$	423
Loans past due 90 days and still accruing				$	125	$	54
Gross interest income that would have been recorded had the nonaccrual and reduced-rate loans performed in accordance with original terms				$	98	$	56
Interest income recognized				$	24	$	20

        A loan is impaired when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. Consistent with this definition, all nonaccrual and reduced-rate loans are impaired.

        Impaired business loans at December 31, 2008 were $904 million. Restructured loans which are performing in accordance with their modified terms must be disclosed as impaired for the remainder of the calendar year of

88

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

the restructuring. There were no loans restructured during the year which met the requirements to be on accrual status at December 31, 2008.

	December 31
	2008		2007		2006
	(in millions)
Average impaired business loans for the year	$	690	$	264	$	149
Total year-end nonaccrual business loans	$	904	$	387	$	209
Total year-end reduced-rate business loans		—		13		—
Loans restructured during the year on accrual status at year-end		—		4		—
Total year-end impaired business loans	$	904	$	404	$	209
Year-end impaired business loans requiring an allowance	$	807	$	356	$	195
Allowance allocated to impaired business loans	$	175	$	85	$	34

        Those impaired loans not requiring an allowance represent loans for which the fair value of expected repayments or collateral exceeded the recorded investments in such loans. At December 31, 2008, substantially all of the total impaired loans were evaluated based on fair value of related collateral. Remaining loan impairment is based on the present value of expected future cash flows discounted at the loan's effective interest rate or observable market value.

Note 5 — Allowance for Loan Losses

        An analysis of changes in the allowance for loan losses follows:

		2008			2007			2006
		(dollar amounts in millions)
Balance at January 1		$	557		$	493		$	516
Loan charge-offs			(500	)		(196	)		(98	)
Recoveries on loans previously charged-off			29			47			38
	Net loan charge-offs		(471	)		(149	)		(60	)
Provision for loan losses			686			212			37
Foreign currency translation adjustment			(2	)		1			—
Balance at December 31		$	770		$	557		$	493
As a percentage of total loans			1.52	%		1.10	%		1.04	%

89

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 6 — Significant Group Concentrations of Credit Risk

        Concentrations of both on-balance sheet and off-balance sheet credit risk are controlled and monitored as part of credit policies. The Corporation is a regional financial services holding company with a geographic concentration of its on-balance sheet and off-balance sheet activities in Michigan, California and Texas.

        The Corporation has an industry concentration with the automotive industry. Loans to automotive dealers and to borrowers involved with automotive production are reported as automotive, since management believes these loans have similar economic characteristics that might cause them to react similarly to changes in economic conditions. This aggregation involves the exercise of judgment. Included in automotive production are: (a) original equipment manufacturers and Tier 1 and Tier 2 suppliers that produce components used in vehicles and whose primary revenue source is automotive-related ("primary" defined as greater than 50%) and (b) other manufacturers that produce components used in vehicles and whose primary revenue source is automotive-related. Loans less than $1 million and loans recorded in the Small Business division were excluded from the definition. Outstanding loans and total exposure from loans, unused commitments and standby letters of credit and financial guarantees to companies related to the automotive industry were as follows:

			December 31
			2008		2007
			(in millions)
Automotive loans:
	Production		$	1,457	$	1,806
	Dealer			4,655		5,384
		Total automotive loans	$	6,112	$	7,190
Total automotive exposure:
	Production		$	2,860	$	3,704
	Dealer			6,646		7,336
		Total automotive exposure	$	9,506	$	11,040

        Further, the Corporation's portfolio of commercial real estate loans, which includes real estate construction and commercial mortgage loans, was as shown in the following table. Unused commitments on commercial real estate loans were $3.5 billion and $5.2 billion at December 31, 2008 and 2007, respectively.

			December 31
			2008		2007
			(in millions)
Real estate construction loans:
	Commercial Real Estate business line		$	3,831	$	4,089
	Other business lines			646		727
		Total real estate construction loans		4,477		4,816
Commercial mortgage loans:
	Commercial Real Estate business line			1,619		1,377
	Other business lines			8,870		8,671
		Total commercial mortgage loans		10,489		10,048
		Total commercial real estate loans	$	14,966	$	14,864

90

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 7 — Premises and Equipment

        A summary of premises and equipment by major category follows:

		December 31
		2008			2007
		(in millions)
Land		$	92		$	95
Buildings and improvements			753			707
Furniture and equipment			494			465
	Total cost		1,339			1,267
Less: Accumulated depreciation and amortization			(656	)		(617	)
	Net book value	$	683		$	650

        The Corporation conducts a portion of its business from leased facilities and leases certain equipment. Rental expense of continuing operations for leased properties and equipment amounted to $76 million, $65 million and $58 million in 2008, 2007 and 2006, respectively. As of December 31, 2008, future minimum payments under operating leases and other long-term obligations were as follows:

		Years Ending December 31
		(in millions)
2009		$	101
2010			86
2011			72
2012			60
2013			55
Thereafter			490
	Total	$	864

Note 8 — Goodwill and Other Intangible Assets

        Goodwill and identified intangible assets that have an indefinite useful life are subject to impairment testing, which the Corporation conducts annually, or on an interim basis if events or changes in circumstances between annual tests indicate the assets might be impaired. The annual test of goodwill and intangible assets that have an indefinite life, performed as of July 1, 2008 and 2007, did not indicate that an impairment charge was required. Additional impairment testing was conducted in the fourth quarter 2008, when general economic conditions deteriorated significantly and the Corporation experienced a substantial decline in market capitalization. The additional testing did not indicate that an impairment charge was required.

        The carrying amount of goodwill for the years ended December 31, 2008, 2007 and 2006 are shown in the following table. Amounts in all periods are based on business segments in effect at December 31, 2008.

	Business Bank		Retail Bank		Wealth & Insitutional Management		Total
	(in millions)
Balances at December 31, 2008, 2007 and 2006	$	90	$	47	$	13	$	150

91

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 9 — Deposits

        At December 31, 2008, the scheduled maturities of certificates of deposit and other deposits with a stated maturity were as follows:

		Years Ending December 31
		(in millions)
2009		$	15,014
2010			1,324
2011			105
2012			47
2013			39
Thereafter			41
	Total	$	16,570

        A maturity distribution of domestic certificates of deposit of $100,000 and over follows:

		December 31
		2008		2007
		(in millions)
Three months or less		$	3,834	$	4,509
Over three months to six months			2,152		2,846
Over six months to twelve months			5,211		1,577
Over twelve months			1,234		2,275
	Total	$	12,431	$	11,207

        All foreign office time deposits of $470 million and $1.3 billion at December 31, 2008 and 2007, respectively, were in denominations of $100,000 or more.

Note 10 — Short-Term Borrowings

        Federal funds purchased and securities sold under agreements to repurchase generally mature within one to four days from the transaction date. Other short-term borrowings, which may consist of Federal Reserve Term Auction Facility borrowings, commercial paper, borrowed securities, term federal funds purchased, short-term

92

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

notes and treasury tax and loan deposits, generally mature within one to 120 days from the transaction date. The following table provides a summary of short-term borrowings.

		Federal Funds Purchased and Securities Sold Under Agreements to Repurchase			Other Short-term Borrowings
		(dollar amounts in millions)
December 31, 2008
	Amount outstanding at year-end	$	696		$	1,053
	Weighted average interest rate at year-end		0.37	%		0.40	%
	Maximum month-end balance during the year	$	3,617		$	3,046
	Average balance outstanding during the year		2,105			1,658
	Weighted average interest rate during the year		2.20	%		2.43	%
December 31, 2007
	Amount outstanding at year-end	$	1,749		$	1,058
	Weighted average interest rate at year-end		1.84	%		3.87	%
	Maximum month-end balance during the year	$	1,985		$	1,191
	Average balance outstanding during the year		1,854			226
	Weighted average interest rate during the year		5.04	%		5.21	%
December 31, 2006
	Amount outstanding at year-end	$	561		$	74
	Weighted average interest rate at year-end		5.04	%		4.92	%
	Maximum month-end balance during the year	$	595		$	1,306
	Average balance outstanding during the year		2,130			524
	Weighted average interest rate during the year		4.92	%		4.77	%

        At December 31, 2008, Comerica Bank (the Bank), a subsidiary of the Corporation, had pledged loans totaling $13 billion which provided for up to $10 billion of collateralized borrowing with the Federal Reserve Bank. At December 31, 2008, collateralized borrowings with the Federal Reserve Bank consisted of Term Auction Facility borrowings of $1 billion.

93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 11 — Medium- and Long-Term Debt

        Medium- and long-term debt are summarized as follows:

		December 31
		2008		2007
		(in millions)
Parent company
Subordinated notes:
	4.80% subordinated note due 2015	$	342	$	308
	6.576% subordinated notes due 2037		510		510
Total subordinated notes			852		818
Medium-term note:
	Floating rate based on LIBOR indices due 2010		150		150
Total parent company			1,002		968
Subsidiaries
Subordinated notes:
	6.875% subordinated note due 2008		—		100
	6.00% subordinated note due 2008		—		253
	8.50% subordinated note due 2009		101		102
	7.125% subordinated note due 2013		149		156
	5.70% subordinated note due 2014		286		261
	5.75% subordinated notes due 2016		701		667
	5.20% subordinated notes due 2017		592		513
	8.375% subordinated note due 2024		207		185
	7.875% subordinated note due 2026		246		198
Total subordinated notes			2,282		2,435
Medium-term notes:
	Floating rate based on LIBOR indices due 2008 to 2012		3,669		4,318
	Floating rate based on PRIME indices due 2008		—		1,000
	Floating rate based on Federal Funds indices due 2009		100		100
Federal Home Loan Bank advances:
	Floating rate based on LIBOR indices due 2009 to 2014		8,000		—
Total subsidiaries			14,051		7,853
Total medium- and long-term debt		$	15,053	$	8,821

        The carrying value of medium- and long-term debt has been adjusted to reflect the gain or loss attributable to the risk hedged. Concurrent with or subsequent to the issuance of certain of the medium- and long-term debt

94

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

presented above, the Corporation entered into interest rate swap agreements to convert the stated rate of the debt to a rate based on the indices identified in the following table.

		Principal Amount of Debt Converted		Base Rate		Base Rate at 12/31/08
		(dollar amounts in millions)
Parent company
	4.80% subordinated note due 2015	$	300		6-month LIBOR		1.81	%
Subsidiaries
Subordinated notes:
	8.50% subordinated note due 2009		100		3-month LIBOR		1.46
	5.70% subordinated note due 2014		250		6-month LIBOR		1.81
	5.75% subordinated notes due 2016		250		6-month LIBOR		1.81
	5.20% subordinated notes due 2017		500		6-month LIBOR		1.81
	8.375% subordinated note due 2024		150		6-month LIBOR		1.81
	7.875% subordinated note due 2026		150		6-month LIBOR		1.81

        In February 2008, the Bank became a member of the Federal Home Loan Bank of Dallas, Texas (FHLB), which provides short- and long-term funding collateralized by mortgage-related assets to its members. FHLB advances bear interest at variable rates based on LIBOR and were secured by $4.8 billion of real estate-related loans and $3.2 billion of mortgage-backed investment securities at December 31, 2008. The Bank used the proceeds for general corporate purposes. The FHLB advances outstanding at December 31, 2008 are due from 2009 to 2014. The advances do not qualify as Tier 2 capital and are not insured by the Federal Deposit Insurance Corporation (FDIC).

        In July 2007, the Corporation issued $150 million of floating rate medium-term senior notes due July 27, 2010. The notes pay interest quarterly, beginning October 2007. The notes bear interest at a variable rate reset each interest period based on three-month LIBOR plus 0.17%. The Corporation used the proceeds to repay the $150 million 7.25% subordinated note due 2007. These medium-term notes do not qualify as Tier 2 capital and are not insured by the FDIC.

        In June 2007, the Corporation exercised its option to redeem a $55 million, 9.98% subordinated note, which had an original maturity date of 2026.

        In March 2007, the Bank issued $250 million of 5.75% subordinated notes under a series initiated in November 2006. The notes pay interest semiannually, beginning May 2007, and mature November 21, 2016. The Bank used the net proceeds for general corporate purposes.

        In February 2007, the Corporation issued $515 million of 6.576% subordinated notes that relate to trust preferred securities issued by an unconsolidated subsidiary. The notes pay interest semiannually, beginning August 2007, through February 2032. Beginning February 2032, the notes will bear interest at an annual rate based on LIBOR, payable monthly until the scheduled maturity date of February 20, 2037. The Corporation used the proceeds for the redemption of a $350 million, 7.60% subordinated note due 2050 and to repurchase additional shares of Comerica Incorporated common stock. The 6.576% subordinated notes qualify as Tier 1 capital. All other subordinated notes with maturities greater than one year qualify as Tier 2 capital.

        The Corporation currently has a $15 billion medium-term senior note program. This program allows the principal banking subsidiary to issue fixed or floating rate notes with maturities between one and 30 years. The Bank did not issue any notes under the senior note program during the year ended December 31, 2008 and issued a total of $3.4 billion of floating rate bank notes during the year ended December 31, 2007, using the proceeds for general corporate purposes. The interest rate on the floating rate medium-term notes based on

95

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

LIBOR at December 31, 2008, ranged from one-month LIBOR plus 0.015% to three-month LIBOR plus 0.15%. The interest rate on the floating rate medium-term note based on the Federal Funds rate at December 31, 2008 was Federal Funds plus 0.20%. The medium-term notes outstanding at December 31, 2008 are due from 2009 to 2012. The medium-term notes do not qualify as Tier 2 capital and are not insured by the FDIC.

        In the fourth quarter 2008, the Bank elected to participate in the voluntary Temporary Liquidity Guarantee Program (the TLG Program) announced by the FDIC in October 2008. Under the TLG Program, all senior unsecured debt issued between October 14, 2008 and June 30, 2009 with a maturity of more than 30 days is guaranteed by the FDIC. The maximum amount that the Bank may issue under the TLG Program is $5.2 billion. Debt guaranteed by the FDIC is backed by the full faith and credit of the United States. The FDIC guarantee expires on the earlier of the maturity date of the debt or June 30, 2012. At December 31, 2008, there was approximately $3 million of senior unsecured debt outstanding in the form of bank-to-bank deposits issued under the TLG Program.

        At December 31, 2008, the principal maturities of medium- and long-term debt were as follows:

		(in millions)
Years Ending December 31
2009		$	3,675
2010			2,600
2011			1,375
2012			1,370
2013			2,150
Thereafter			3,515
	Total	$	14,685

Note 12 — Shareholders' Equity

        In November 2007, the Board of Directors of the Corporation (the Board) authorized the purchase up to 10 million shares of Comerica Incorporated outstanding common stock, in addition to the remaining unfilled portion of November 2006 authorization. There is no expiration date for the Corporation's share repurchase program. Substantially all shares purchased as part of the Corporation's publicly announced repurchase program were transacted in the open market and were within the scope of Rule 10b-18, which provides a safe harbor for purchases in a given day if an issuer of equity securities satisfies the manner, timing, price and volume conditions of the rule when purchasing its own common shares in the open market. There were no open market repurchases in 2008. Open market repurchases totaled 10.0 million shares and 6.6 million shares in the years

96

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

ended December 31, 2007 and 2006, respectively. The following table summarizes the Corporation's share repurchase activity for the year ended December 31, 2008.

		Total Number of Shares Purchased as Part of Publicly Announced Repurchase Plans or Programs		Remaining Share Repurchase Authorization (1)		Total Number of Shares Purchased (2)		Average Price Paid Per Share
		(shares in thousands)
Total first quarter 2008			—		12,576		18	$40.06
Total second quarter 2008			—		12,576		24	34.52
Total third quarter 2008			—		12,576		16	28.22
October 2008			—		12,576		6	34.99
November 2008			—		12,576		—	—
December 2008			—		12,576		—	—
Total fourth quarter 2008			—		12,576		6	34.99
	Total 2008		—		12,576		64	$34.58

(1)

Maximum number of shares that may yet be purchased under the publicly announced plans or programs.

(2)

Includes shares purchased as part of publicly announced repurchase plans or programs, shares purchased pursuant to deferred compensation plans and shares purchased from employees to pay for grant prices and/or taxes related to stock option exercises and restricted stock vesting under the terms of an employee share-based compensation plan.

        In the fourth quarter 2008, the Corporation participated in the U.S. Department of Treasury (U.S. Treasury) Capital Purchase Program (the Purchase Program) and received proceeds of $2.25 billion from the U.S. Treasury. In return, the Corporation issued 2.25 million shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series F, without par value (Series F Preferred Shares) and granted a warrant to purchase 11.5 million shares of common stock at an exercise price of $29.40 per share to the U.S. Treasury. The Series F Preferred Shares pay a cumulative dividend rate of five percent per annum on the liquidation preference of $1,000 per share through November 2013, and a rate of nine percent per annum thereafter. The Series F Preferred Shares are non-voting, other than class voting rights on matters that could adversely affect the shares. The Series F Preferred Shares are redeemable on or after November 2011, at $1,000 per share, plus accrued and unpaid dividends. Prior to November 2011, the Series F Preferred Shares may be redeemed at $1,000 per share, plus accrued and unpaid dividends, with the proceeds from an offering of perpetual preferred or common stock that qualifies as and may be included in Tier 1 capital (a "qualified equity offering") resulting in proceeds of not less than $562.5 million. The U.S. Treasury may transfer the Series F Preferred Shares to a third party at any time. The Series F Preferred Shares qualify as Tier 1 capital.

        The warrant was immediately exercisable and is not subject to contractual restrictions on transfer, provided that the U.S. Treasury may only exercise or transfer an aggregate of one-half of the warrant prior to the earlier of the date on which the Corporation receives proceeds of not less than $2.25 billion from one or more qualified equity offerings and December 31, 2009. The warrant qualifies as Tier 1 capital and expires in November 2018. In the event the Corporation receives proceeds of not less than $2.25 billion from one or more qualified equity offerings on or prior to December 31, 2009, the number of shares underlying the warrant then held by the U.S. Treasury will be reduced by one-half.

        The proceeds from the Purchase Program were allocated between the Series F Preferred Shares and the related warrant based on relative fair value, which resulted in an initial carrying value of $2.1 billion for the Series F Preferred Shares and $124 million for the warrant. The resulting discount to the Series F Preferred

97

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Shares of $124 million will accrete on a level yield basis over five years ending November 2013 and is being recognized as additional preferred stock dividends. The cash dividend combined with the accretion of the discount results in an effective preferred dividend rate of 6.3 percent. At December 31, 2008, accumulated preferred stock dividends not declared for the Series F Preferred Shares, excluding the discount accretion discussed above, totaled $15 million, or $6.53 per preferred share. The fair value assigned to the Series F Preferred Shares was estimated using a discounted cash flow model. The discount rate used in the model was based on yields on comparable publicly traded perpetual preferred stocks. The fair value assigned to the warrant was based on a binomial model using several inputs, including risk-free rate, expected stock price volatility and expected dividend yield. The risk-free interest rate assumption used in the binomial model was based on the ten-year U. S. Treasury interest rate. The expected dividend yield was based on the historical and projected dividend yield patterns of the Corporation's common shares. Expected volatility assumptions considered both the historical volatility of the Corporation's common stock over a ten-year period and implied volatility based on the most recent observed market transaction as of the valuation date.

        Under the Purchase Program, the consent of the U.S. Treasury is required for any increase in common dividends declared from the dividend rate in effect at the time of investment (quarterly dividend rate of $0.33 per share) and for any common share repurchases, other than common share repurchases in connection with any benefit plan in the ordinary course of business, until November 2011, unless the Series F Preferred Shares have been fully redeemed or the U.S. Treasury has transferred all the Series F Preferred Shares to third parties prior to that date. In addition, all accrued and unpaid dividends on the Series F Preferred Shares must be declared and the payment set aside for the benefit of the holders of the Series F Preferred Shares before any dividend may be declared on the Corporation's common stock and before any shares of the Corporation's common stock may be repurchased, other than share repurchases in connection with any benefit plan in the ordinary course of business.

        As required by the Purchase Program, the Corporation adopted the U.S. Treasury's standards for executive compensation and corporate governance for the period during which the U.S. Treasury holds equity issued under the Purchase Program. These standards generally apply to the chief executive officer, chief financial officer, plus the three most highly compensated executive officers. In addition, the Corporation agreed not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive.

        At December 31, 2008, the Corporation had 11.5 million shares of common stock reserved for the warrant issued under the Purchase Program, 28.0 million shares of common stock reserved for stock option exercises and 1.6 million shares of restricted stock outstanding to employees and directors under share-based compensation plans.

Note 13 — Accumulated Other Comprehensive Income (Loss)

        Other comprehensive income (loss) includes the change in net unrealized gains and losses on investment securities available-for-sale, the change in accumulated net gains and losses on cash flow hedges, the change in the accumulated foreign currency translation adjustment and the change in the accumulated defined benefit and other postretirement plans adjustment. The consolidated statements of changes in shareholders' equity include only combined other comprehensive income (loss), net of tax. The following table presents reconciliations of the components of accumulated other comprehensive income (loss) for the years ended December 31, 2008, 2007 and 2006. Total comprehensive income totaled $81 million, $833 million and $948 million for the years ended December 31, 2008, 2007 and 2006, respectively. The $752 million decrease in total comprehensive income in the year ended December 31, 2008, when compared to 2007, resulted principally from a decrease in net income ($473 million) and a decrease in the defined benefit and other postretirement benefit plans adjustment ($345 million), partially offset by an increase in net unrealized gains on investment securities available-for-sale ($88 million).

98

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        For a further discussion of the effect of derivative instruments and the effects of deferred benefit and other postretirement benefit plans on other comprehensive income (loss) refer to Notes 1, 16 and 20.

			Years Ended December 31
			2008			2007			2006
			(in millions)
Accumulated net unrealized losses on investment securities available-for-sale:
	Balance at beginning of period, net of tax		$	(9	)	$	(61	)	$	(69	)
		Net unrealized holding gains arising during the period		285			87			12
		Less: Reclassification adjustment for gains included in net income		67			7			—
		Change in net unrealized gains before income taxes		218			80			12
		Less: Provision for income taxes		78			28			4
		Change in net unrealized gains on investment securities available-for-sale, net of tax		140			52			8
	Balance at end of period, net of tax		$	131		$	(9	)	$	(61	)
Accumulated net gains (losses) on cash flow hedges:
	Balance at beginning of period, net of tax		$	2		$	(48	)	$	(91	)
		Net cash flow hedge gains (losses) arising during the period		69			9			(58	)
		Less: Reclassification adjustment for gains (losses) included in net income		24			(67	)		(124	)
		Change in net cash flow hedge gains before income taxes		45			76			66
		Less: Provision for income taxes		17			26			23
		Change in net cash flow hedge gains, net of tax		28			50			43
	Balance at end of period, net of tax		$	30		$	2		$	(48	)
Accumulated foreign currency translation adjustment:
	Balance at beginning of period		$	—		$	—		$	(7	)
		Net translation gains (losses) arising during the period		—			—			—
		Less: Reclassification adjustment for gains (losses) included in net income, due to sale of foreign subsidiaries		—			—			(7	)
		Change in foreign currency translation adjustment		—			—			7
	Balance at end of period		$	—		$	—		$	—
Accumulated defined benefit pension and other postretirement plans adjustment:
	Balance at beginning of period, net of tax		$	(170	)	$	(215	)	$	(3	)
		Minimum pension liability adjustment arising during the period before income taxes		N/A			N/A			(5	)
		Less: Provision for income taxes		N/A			N/A			(2	)
		Change in minimum pension liability, net of tax		N/A			N/A			(3	)
		SFAS 158 transition adjustment before income taxes		N/A			N/A			(327	)
		Less: Provision for income taxes		N/A			N/A			(118	)
		SFAS 158 transition adjustment, net of tax		N/A			N/A			(209	)
		Net defined benefit pension and other postretirement adjustment arising during the period		(488	)		41			N/A
		Less: Adjustment for amounts recognized as components of net periodic benefit cost during the period		(18	)		(30	)		N/A
		Change in defined benefit and other postretirement plans adjustment before income taxes		(470	)		71			N/A
		Less: Provision for income taxes		(170	)		26			N/A
		Change in defined benefit and other postretirement plans adjustment, net of tax		(300	)		45			N/A
	Balance at end of period, net of tax		$	(470	)	$	(170	)	$	(215	)
Total accumulated other comprehensive loss at end of period, net of tax			$	(309	)	$	(177	)	$	(324	)

N/A

— Not Applicable 

99

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 14 — Net Income Per Common Share

        Basic income from continuing operations and net income per common share are computed by dividing income from continuing operations applicable to common stock and net income applicable to common stock, respectively, by the weighted-average number of shares of common stock outstanding during the period. Diluted income from continuing operations and net income per common share are computed by dividing income from continuing operations applicable to common stock and net income applicable to common stock, respectively, by the weighted-average number of shares, nonvested restricted stock and dilutive common stock equivalents outstanding during the period. Common stock equivalents consist of common stock issuable under the assumed exercise of stock options granted under the Corporation's stock plans and a warrant, using the treasury stock method. A computation of basic and diluted income from continuing operations and net income per common share are presented in the following table.

			Years Ended December 31
			2008		2007		2006
			(in millions, except per share data)
Basic
	Income from continuing operations		$	212	$	682	$	782
	Less: Preferred stock dividends			17		—		—
	Income from continuing operations applicable to common stock		$	195	$	682	$	782
	Net income		$	213	$	686	$	893
	Less: Preferred stock dividends			17		—		—
	Net income applicable to common stock		$	196	$	686	$	893
	Average common shares outstanding			149		153		160
	Basic income from continuing operations per common share		$	1.30	$	4.47	$	4.88
	Basic net income per common share			1.31		4.49		5.57
Diluted
	Income from continuing operations		$	212	$	682	$	782
	Less: Preferred stock dividends			17		—		—
	Income from continuing operations applicable to common stock		$	195	$	682	$	782
	Net income		$	213	$	686	$	893
	Less: Preferred stock dividends			17		—		—
	Net income applicable to common stock		$	196	$	686	$	893
	Average common shares outstanding			149		153		160
	Nonvested stock			2		1		1
	Common stock equivalents:
		Net effect of the assumed exercise of stock options		—		1		1
		Net effect of the assumed exercise of warrant		—		—		—
	Diluted average common shares			151		155		162
	Diluted income from continuing operations per common share		$	1.29	$	4.40	$	4.81
	Diluted net income per common share			1.29		4.43		5.49

100

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The following average outstanding options to purchase shares of common stock were not included in the computation of diluted net income per common share because the exercise prices were greater than the average market price of common shares for the year.

	2008	2007	2006
	(options in millions)
Average outstanding options	19.7	10.3	6.0
Range of exercise prices	$33.69 – $71.58	$56.00 – $71.58	$56.80 – $71.58

Note 15 — Share-Based Compensation

        Share-based compensation expense is charged to "salaries" expense, except for the Corporation's Munder subsidiary, which was sold in 2006, whose share-based compensation expense was charged to "income from discontinued operations, net of tax," on the consolidated statements of income. The components of share-based compensation expense for all share-based compensation plans and related tax benefits are as follows:

			2008		2007		2006
			(in millions)
Share-based compensation expense:
	Comerica Incorporated share-based plans		$	51	$	59	$	57
	Munder share-based plans *			—		—		7
		Total share-based compensation expense	$	51	$	59	$	64
Related tax benefits recognized in net income			$	19	$	21	$	23

*

Excludes $9 million of long-term incentive plan expense triggered by the 2006 sale of Munder.

        The following table summarizes unrecognized compensation expense for all share-based plans:

	December 31, 2008
	(dollar amounts in millions)
Total unrecognized share-based compensation expense	$	45
Weighted-average expected recognition period (in years)		2.4

        The Corporation has share-based compensation plans under which it awards both shares of restricted stock to key executive officers and key personnel, and stock options to executive officers, directors and key personnel of the Corporation and its subsidiaries. Restricted stock vests over periods ranging from three to five years. Stock options vest over periods ranging from one to four years. The maturity of each option is determined at the date of grant; however, no options may be exercised later than ten years and one month from the date of grant. The options may have restrictions regarding exercisability. The plans originally provided for a grant of up to 13.2 million common shares, plus shares under certain plans that are forfeited, expire or are cancelled. At December 31, 2008, 8.7 million shares were available for grant.

        The Corporation used a binomial model to value stock options granted in the periods presented. Option valuation models require several inputs, including the expected stock price volatility, and changes in input assumptions can materially affect the fair value estimates. The model used may not necessarily provide a reliable single measure of the fair value of employee and director stock options. The risk-free interest rate assumption

101

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

used in the binomial option-pricing model as outlined in the table below was based on the federal ten-year treasury interest rate. The expected dividend yield was based on the historical and projected dividend yield patterns of the Corporation's common shares. Expected volatility assumptions considered both the historical volatility of the Corporation's common stock over a ten-year period and implied volatility based on actively traded options on the Corporation's common stock with pricing terms and trade dates similar to the stock options granted.

        The fair value of options granted was estimated using the binomial option-pricing model with the following weighted-average assumptions:

	2008			2007			2006
Risk-free interest rates		3.73	%		4.88	%		4.69	%
Expected dividend yield		4.62			3.85			3.85
Expected volatility factors of the market price of Comerica common stock		34			23			24
Expected option life (in years)		6.6			6.4			6.5

        The weighted-average grant-date fair values per option share granted, based on the assumptions above, were $9.54, $12.47 and $12.25 in 2008, 2007 and 2006, respectively.

        A summary of the Corporation's stock option activity and related information for the year ended December 31, 2008 follows:

					Weighted-Average
		Number of Options (in thousands)			Exercise Price per Share		Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding — January 1, 2008			19,172		$	56.56
	Granted		2,058			37.26
	Forfeited or expired		(1,954	)		66.83
	Exercised		(42	)		29.84
Outstanding — December 31, 2008			19,234		$	53.51		5.1	$	—
Outstanding, net of expected forfeitures — December 31, 2008			18,905		$	53.60		5.1	$	—
Exercisable — December 31, 2008			13,777		$	54.86		4	$	—

        The aggregate intrinsic value of outstanding options shown in the table above represents the total pretax intrinsic value at December 31, 2008, based on the Corporation's closing stock price of $19.85 at December 31, 2008. The total intrinsic value of stock options exercised was less than $0.5 million, $33 million and $26 million for the years ended December 31, 2008, 2007 and 2006, respectively.

        Cash received from the exercise of stock options during 2008, 2007 and 2006 totaled $1 million, $89 million and $45 million, respectively. The net excess income tax benefit realized for the tax deductions from the exercise of these options during the years ended December 31, 2008, 2007 and 2006 totaled less than $0.5 million, $8 million and $8 million, respectively.

102

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        A summary of the Corporation's restricted stock activity and related information for 2008 follows:

		Number of Shares (in thousands)			Weighted-Average Grant-Date Fair Value per Share
Outstanding — January 1, 2008			1,326		$	55.62
	Granted		565			36.85
	Forfeited		(56	)		52.84
	Vested		(208	)		48.03
Outstanding — December 31, 2008			1,627		$	50.17

        The total fair value of restricted stock awards that fully vested during the years ended December 31, 2008, 2007 and 2006 was $7 million, $10 million and $8 million, respectively.

        The Corporation expects to satisfy the exercise of stock options and future grants of restricted stock by issuing shares of common stock out of treasury. At December 31, 2008, the Corporation held 28.2 million shares in treasury.

        For further information on the Corporation's share-based compensation plans, refer to Note 1.

Note 16 — Employee Benefit Plans

Pension and Postretirement Benefit Plans

        The Corporation has a qualified and a non-qualified defined benefit pension plan, which together, provide benefits for substantially all full-time employees hired before January 1, 2007. Employee benefits expense included pension expense of $20 million, $36 million and $39 million in the years ended December 31, 2008, 2007 and 2006, respectively, for the plans. Benefits under the defined benefit plans are based primarily on years of service, age and compensation during the five highest paid consecutive calendar years occurring during the last ten years before retirement. The defined benefit plans' assets are invested in equity securities (including certain collective investment funds and mutual investment funds), U.S. Treasury and other Government agency securities, Government-sponsored enterprise securities, and corporate bonds and notes. The majority of these assets have publicly quoted prices, which is the basis for determining fair value of plan assets.

        On January 1, 2007, the Corporation added a defined contribution feature to its principal defined contribution plan for the benefit of substantially all full-time employees hired on or after January 1, 2007. Under the defined contribution feature, the Corporation makes an annual contribution to the individual account of each eligible employee ranging from three to eight percent of annual compensation, determined based on combined age and years of service. The contributions are invested based on employee investment elections. The employee fully vests in the defined contribution account after three years of service. The plan feature, effective January 1, 2007, requires one year of service before an employee is eligible to participate. As a result, no expense was incurred for this plan feature for the year ended December 31, 2007. There was $2 million recognized in employee benefits expense for this plan feature for the year ended December 31, 2008.

        The Corporation's postretirement benefit plan continues to provide postretirement health care and life insurance benefits for retirees as of December 31, 1992. The plan also provides certain postretirement health care and life insurance benefits for a limited number of retirees who retired prior to January 1, 2000. For all other employees hired prior to January 1, 2000, a nominal benefit is provided. Employees hired on or after January 1, 2000 are not eligible to participate in the plan. The Corporation has funded the pre-1992 retiree plan benefits with bank-owned life insurance.

103

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The following table sets forth reconciliations of the projected benefit obligation and plan assets of the Corporation's qualified defined benefit pension plan, non-qualified defined benefit pension plan and postretirement benefit plan. The Corporation used a measurement date of December 31, 2008 for these plans.

	Qualified Defined Benefit Pension Plan						Non-Qualified Defined Benefit Pension Plan						Postretirement Benefit Plan
	2008			2007			2008			2007			2008			2007
	(in millions)
Change in projected benefit obligation:
Projected benefit obligation at January 1	$	1,037		$	1,044		$	140		$	114		$	81		$	82
Service cost		28			30			4			4			—			—
Interest cost		66			62			8			8			5			5
Actuarial (gain) loss		73			(63	)		8			18			4			1
Benefits paid		(39	)		(36	)		(4	)		(4	)		(7	)		(8	)
Plan change		—			—			—			—			(3	)		1
Projected benefit obligation at December 31	$	1,165		$	1,037		$	156		$	140		$	80		$	81
Change in plan assets:
Fair value of plan assets at January 1	$	1,237		$	1,184		$	—		$	—		$	85		$	85
Actual return on plan assets		(293	)		89			—			—			(10	)		5
Employer contributions		175			—			4			4			6			3
Benefits paid		(39	)		(36	)		(4	)		(4	)		(7	)		(8	)
Fair value of plan assets at December 31	$	1,080		$	1,237		$	—		$	—		$	74		$	85
Accumulated benefit obligation	$	1,031		$	909		$	131		$	108		$	80		$	81
Funded status at December 31 *	$	(85	)	$	200		$	(156	)	$	(140	)	$	(6	)	$	4

*

Based on projected benefit obligation for pension plans and accumulated benefit obligation for postretirement benefit plan.

        The accumulated benefit obligation exceeded the fair value of plan assets for the non-qualified defined benefit pension plan and the postretirement benefit plan at December 31, 2008. The non-qualified defined benefit pension plan was the only pension plan with an accumulated benefit obligation in excess of the fair value of plan assets at December 31, 2007 and 2006.

104

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The following table details the amounts recognized in accumulated other comprehensive income (loss) at December 31, 2008 and 2007, and changes for the years then ended, for the qualified defined benefit pension plan, non-qualified defined benefit pension plan and postretirement benefit plan.

		Qualified Defined Benefit Pension Plan											Non-Qualified Defined Benefit Pension Plan
		Net Loss			Prior Service (Cost) Credit			Net Transition Obligation		Total			Net Loss			Prior Service (Cost) Credit			Net Transition Obligation		Total
		(in millions)
Balance at December 31, 2006, net of tax		$	(138	)	$	(24	)	$	—	$	(162	)	$	(31	)	$	8		$	—	$	(23	)
	Adjustment arising during the year		59			—			—		59			(18	)		—			—		(18	)
	Less: Adjustment for amounts recognized as components of net periodic benefit cost during the year		(15	)		(6	)		—		(21	)		(6	)		2			—		(4	)
Change in amounts recognized in other comprehensive income before income taxes			74			6			—		80			(12	)		(2	)		—		(14	)
	Less: Provision for income taxes		26			2			—		28			(4	)		(1	)		—		(5	)
Change in amounts recognized in other comprehensive income, net of tax			48			4			—		52			(8	)		(1	)		—		(9	)
Balance at December 31, 2007, net of tax		$	(90	)	$	(20	)	$	—	$	(110	)	$	(39	)	$	7		$	—	$	(32	)
	Adjustment arising during the year		(466	)		—			—		(466	)		(8	)		—			—		(8	)
	Less: Adjustment for amounts recognized as components of net periodic benefit cost during the year		(4	)		(7	)		—		(11	)		(4	)		2			—		(2	)
Change in amounts recognized in other comprehensive income before income taxes			(462	)		7			—		(455	)		(4	)		(2	)		—		(6	)
	Less: Provision for income taxes		(167	)		3			—		(164	)		(2	)		—			—		(2	)
Change in amounts recognized in other comprehensive income, net of tax			(295	)		4			—		(291	)		(2	)		(2	)		—		(4	)
Balance at December 31, 2008, net of tax		$	(385	)	$	(16	)	$	—	$	(401	)	$	(41	)	$	5		$	—	$	(36	)

105

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

		Postretirement Benefit Plan												Total
		Net Loss			Prior Service (Cost) Credit			Net Transition Obligation			Total			Net Loss			Prior Service (Cost) Credit			Net Transition Obligation			Total
		(in millions)
Balance at December 31, 2006, net of tax		$	(8	)	$	(6	)	$	(16	)	$	(30	)	$	(177	)	$	(22	)	$	(16	)	$	(215	)
	Adjustment arising during the year		—			—			—			—			41			—			—			41
	Less: Adjustment for amounts recognized as components of net periodic benefit cost during the year		—			(1	)		(4	)		(5	)		(21	)		(5	)		(4	)		(30	)
Change in amounts recognized in other comprehensive income before income taxes			—			1			4			5			62			5			4			71
	Less: Provision for income taxes		—			1			2			3			22			2			2			26
Change in amounts recognized in other comprehensive income, net of tax			—			—			2			2			40			3			2			45
Balance at December 31, 2007, net of tax		$	(8	)	$	(6	)	$	(14	)	$	(28	)	$	(137	)	$	(19	)	$	(14	)	$	(170	)
	Adjustment arising during the year		(17	)		3			—			(14	)		(491	)		3			—			(488	)
	Less: Adjustment for amounts recognized as components of net periodic benefit cost during the year		(1	)		—			(4	)		(5	)		(9	)		(5	)		(4	)		(18	)
Change in amounts recognized in other comprehensive income before income taxes			(16	)		3			4			(9	)		(482	)		8			4			(470	)
	Less: Provision for income taxes		(6	)		1			1			(4	)		(175	)		4			1			(170	)
Change in amounts recognized in other comprehensive income, net of tax			(10	)		2			3			(5	)		(307	)		4			3			(300	)
Balance at December 31, 2008, net of tax		$	(18	)	$	(4	)	$	(11	)	$	(33	)	$	(444	)	$	(15	)	$	(11	)	$	(470	)

        Components of net periodic benefit cost are as follows:

	Qualified Defined Benefit Pension Plan									Non-Qualified Defined Benefit Pension Plan
	Years Ended December 31
	2008			2007			2006			2008			2007			2006
	(in millions)
Service cost	$	28		$	30		$	31		$	4		$	4		$	4
Interest cost		66			62			57			9			8			6
Expected return on plan assets		(100	)		(93	)		(89	)		—			—			—
Amortization of prior service cost (credit)		7			6			6			(2	)		(2	)		(2	)
Amortization of net loss		4			15			21			4			6			5
Net periodic benefit cost	$	5		$	20		$	26		$	15		$	16		$	13
Additional information:
Actual (loss) return on plan assets	$	(293	)	$	89		$	123		$	—		$	—		$	—

106

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

	Postretirement Benefit Plan
	Years Ended December 31
	2008			2007			2006
	(in millions)
Interest cost	$	5		$	5		$	5
Expected return on plan assets		(4	)		(4	)		(4	)
Amortization of transition obligation		4			4			4
Amortization of prior service cost		—			1			—
Amortization of net loss		1			—			1
Net periodic benefit cost	$	6		$	6		$	6
Additional information:
Actual (loss) return on plan assets	$	(10	)	$	5		$	6

        The estimated portion of balances remaining in accumulated other comprehensive income (loss) that are expected to be recognized as a component of net periodic benefit cost in the year ended December 31, 2009 are as follows.

	Qualified Defined Benefit Pension Plan		Non-Qualified Defined Benefit Pension Plan			Postretirement Benefit Plan		Total
	(in millions)
Net loss	$	38	$	5		$	1	$	44
Transition obligation		—		—			4	$	4
Prior service cost (credit)		6		(2	)		1	$	5

        Actuarial assumptions are reflected below. The discount rate and rate of compensation increase used to determine the benefit obligation for each year shown is as of the end of the year. The discount rate, expected return on plan assets and rate of compensation increase used to determine net cost for each year shown is as of the beginning of the year.

        Weighted-average assumptions used to determine year end benefit obligation:

	Qualified and Non-Qualified Defined Benefit Pension Plans									Postretirement Benefit Plan
	December 31
	2008			2007			2006			2008			2007			2006
Discount rate used in determining benefit obligation		6.03	%		6.47	%		5.89	%		6.20	%		6.15	%		5.89	%
Rate of compensation increase		4.00			4.00			4.00

107

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Comerica Incorporated and Subsidiaries

        Weighted-average assumptions used to determine net cost:

	Qualified and Non-Qualified Defined Benefit Pension Plans									Postretirement Benefit Plan
	Years Ended December 31
	2008			2007			2006			2008			2007			2006
Discount rate used in determining net cost		6.47	%		5.89	%		5.50	%		6.15	%		5.89	%		5.50	%
Expected return on plan assets		8.25			8.25			8.25			5.00			5.00			5.00
Rate of compensation increase		4.00			4.00			4.00

        The long-term rate of return expected on plan assets is set after considering both long-term returns in the general market and long-term returns experienced by the assets in the plan. The returns on the various asset categories are blended to derive one long-term rate of return. The Corporation reviews its pension plan assumptions on an annual basis with its actuarial consultants to determine if assumptions are reasonable and adjusts the assumptions to reflect changes in future expectations.

        Assumed healthcare and prescription drug cost trend rates:

	Healthcare						Prescription Drug
	December 31
	2008			2007			2008			2007
Cost trend rate assumed for next year		8.00	%		6.50	%		8.00	%		8.00	%
Rate that the cost trend rate gradually declines to		5.00			5.00			5.00			5.00
Year that the rate reaches the rate at which it is assumed to remain		2028			2013			2028			2013

        Assumed healthcare and prescription drug cost trend rates have a significant effect on the amounts reported for the healthcare plans. A one-percentage point change in 2008 assumed healthcare and prescription drug cost trend rates would have the following effects:

	One-Percentage- Point
	Increase		Decrease
	(in millions)
Effect on postretirement benefit obligation	$	5	$	(5	)
Effect on total service and interest cost		—		—

108

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Comerica Incorporated and Subsidiaries

Plan Assets

        The Corporation's qualified defined benefit pension plan asset allocations at December 31, 2008 and 2007 and target allocation for 2009 are shown in the table below. There were no assets in the non-qualified defined benefit pension plan. The postretirement benefit plan is fully invested in bank-owned life insurance policies.

		Qualified Defined Benefit Pension Plan
		Target Allocation			Percentage of Plan Assets at December 31
		2009			2008			2007
Asset Category
Equity securities			55-65	%		51	% *		61	%
Fixed income, including cash			35-45			49	*		39
Alternative assets			0			—			—
	Total					100	%		100	%

*

Reflects December 31, 2008, cash contribution of $175 million. Excluding this contribution, equity and fixed income securities were 61% and 39% of plan assets, respectively.

        The investment goals for the qualified defined benefit pension plan are to maintain a portfolio of assets of appropriate liquidity and diversification; to generate investment returns (net of operating costs) that are reasonably anticipated to maintain the plan's fully funded status or to reduce a funding deficit, after taking into account various factors, including reasonably anticipated future contributions and expense and the interest rate sensitivity of the plan's assets relative to that of the plan's liabilities; and to generate investment returns (net of operating costs) that meet or exceed a customized benchmark as defined in the plan investment policy. Derivative instruments are permissible for hedging and transactional efficiency but only to the extent that the derivative use enhances the efficient execution of the plan's investment policy. Securities issued by the Corporation and its subsidiaries are not eligible for use within this plan. The Corporation's 2009 target allocation percentages by asset category are noted in the table above.

Cash Flows

	Estimated Future Employer Contributions
	Qualified Defined Benefit Pension Plan		Non-Qualified Defined Benefit Pension Plan		Postretirement Benefit Plan *
	(in millions)
Year Ended December 31
2009	$	100	$	7	$	—

*

Estimated employer contributions in the postretirement benefit plan do not include settlements on death claims.

109

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

	Estimated Future Benefit Payments
	Qualified Defined Benefit Pension Plan		Non-Qualified Defined Benefit Pension Plan		Postretirement Benefit Plan *
	(in millions)
Years Ended December 31
2009	$	43	$	7	$	8
2010		46		7		8
2011		48		8		8
2012		52		9		8
2013		56		9		8
2014-2018		343		55		36

*

Estimated benefit payments in the postretirement benefit plan are net of estimated Medicare subsidies.

Defined Contribution Plan

        Substantially all of the Corporation's employees are eligible to participate in the Corporation's principal defined contribution plan (a 401(k) plan). Under this plan, the Corporation makes matching cash contributions. Effective January 1, 2007, the Corporation prospectively changed its core matching contribution to 100 percent of the first four percent of qualified earnings contributed by employees (up to the current IRS compensation limit), invested based on employee investment elections. Previously, the Corporation's matches were based on a declining percentage of employee contributions as well as a performance-based matching contribution. Under the prior plan, the matching contributions were made in the stock of the Corporation and were restricted until the end of the calendar year. Effective September 16, 2008, the Corporation eliminated Comerica Stock as an investment option for future deposits including employee contributions, matching contributions and transfers. Employee benefits expense included expense for the plans of $22 million, $20 million and $13 million in the years ended December 31, 2008, 2007 and 2006, respectively.

Deferred Compensation Plan

        The Corporation offers an optional deferred compensation plan under which certain employees may make an irrevocable election to defer incentive compensation and/or a portion of base salary until retirement or separation from the Corporation. The employee may direct deferred compensation into one or more deemed investment options. Although not required to do so, the Corporation invests actual funds into the deemed investments as directed by employees, resulting in a deferred compensation asset, recorded in "other short-term investments" on the consolidated balance sheets, that offsets the liability to employees under the plan, recorded in "accrued expenses and other liabilities." The earnings from the deferred compensation asset are recorded in "interest on short-term investments" and "other noninterest income" and the related change in the liability to employees under the plan is recorded in "salaries" expense on the consolidated statements of income.

Note 17 — Income Taxes and Tax-Related Items

        The provision for federal income taxes is computed by applying the statutory federal income tax rate to income before income taxes as reported in the consolidated financial statements after deducting non-taxable items, principally income on bank-owned life insurance, and deducting tax credits related to investments in low income housing partnerships. State and foreign taxes are then added to the federal tax provision.

        In the ordinary course of business, the Corporation enters into certain transactions that have tax consequences. From time to time, the Internal Revenue Service (IRS) questions and/or challenges the tax

110

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

position taken by the Corporation with respect to those transactions. The Corporation believes that its tax returns were filed based upon applicable statutes, regulations and case law in effect at the time of the transactions. The IRS, an administrative authority or a court, if presented with the transactions, could disagree with the Corporation's interpretation of the tax law. After evaluating the risks and opportunities, the best outcome may result in a settlement. The ultimate outcome for each position is not known.

        On January 1, 2007, the Corporation adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109," (FIN 48). On December 31, 2008, the Corporation had unrecognized tax benefits of $70 million compared to unrecognized tax benefits of $88 million at December 31, 2007. After consideration of the effect of the federal tax benefit available on unrecognized state tax benefits, the total amount of unrecognized tax benefits that, if recognized, would affect the Corporation's effective tax rate was approximately $56 million at December 31, 2008, and $77 million at December 31, 2007. Accrued interest and penalties were $85 million and $76 million at December 31, 2008 and 2007, respectively.

        The Corporation recognized approximately $8 million and $5 million in interest and penalties on income tax liabilities included in the "provision for income taxes" on the consolidated statements of income for the years ended December 31, 2008 and 2007, respectively, and $38 million for the year ended December 31, 2006, included in "other noninterest expenses" on the consolidated statements of income. The 2007 interest and penalties on income tax liabilities were net of a $9 million reduction of interest resulting from settlement with the IRS on a refund claim.

        The amount of interest and penalties accrued at December 31, 2008 includes interest for unrecognized tax benefits in addition to interest accrued for structured leasing transactions that are expected to be settled and paid in the first quarter 2009. The Corporation engaged in certain types of structured leasing transactions that the IRS disallowed. In the third quarter 2008 the IRS issued a settlement offer which the Corporation subsequently accepted. The settlement will resolve all tax issues associated with structured leasing transactions entered into by the Corporation.

        In 2008 there was a decline in the unrecognized tax benefits due to settlements with tax authorities. In the fourth quarter 2008, the Corporation executed a settlement with the IRS regarding disallowed foreign tax credits related to a series of foreign borrowers. The Corporation expects to make a payment in the first quarter 2009 related to the settlement. For further information regarding the settlement refer to the table below.

        A reconciliation of the beginning and ending amount of unrecognized tax benefit follows:

		Unrecognized Tax Benefits
		(in millions)
Balance at January 1, 2008		$	88
	Increases as a result of tax positions taken during a prior period		3
	Increases as a result of tax positions taken during a current period		26
	Decreases as a result of a reclassification to deferred taxes taken during a current period		(23	)
	Decreases related to settlements with tax authorities		(24	)
	Decreases as a result of a lapse of the applicable statute of limitations		—
Balance at December 31, 2008		$	70

        The Corporation has had discussions with various state tax authorities regarding prior year tax filings. The Corporation anticipates that it is reasonably possible that settlements of various state tax return issues will result

111

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

in a decrease in unrecognized tax benefits in the range of $35 million to $45 million within the next twelve months.

        Based on current knowledge and probability assessment of various potential outcomes, the Corporation believes that current tax reserves, determined in accordance with FIN 48, are adequate to cover the matters outlined above, and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the Corporation's consolidated financial condition or results of operations. Probabilities and outcomes are reviewed as events unfold, and adjustments to the reserves are made when necessary.

        The following tax years for significant jurisdictions remain subject to examination as of December 31, 2008:

Jurisdiction	Tax Years
Federal		2001-2007
California		2004-2007

        On January 1, 2007, the Corporation adopted the provisions of FASB Staff Position No. FAS 13-2, "Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction," (FSP 13-2). FSP 13-2 requires a recalculation of the lease income from the inception of a leveraged lease if, during the lease term, the expected timing of the income tax cash flows generated from a leveraged lease is revised. In 2007 the Corporation recorded a one-time non-cash after-tax charge to beginning retained earnings of $46 million to reflect changes in expected timing of the income tax cash flows generated from affected leveraged leases (structured leasing transactions), which is expected to be recognized as income over periods ranging from 4 years to 19 years.

        In 2008 the Corporation reassessed the size and timing of the tax deductions related to the structured leasing transactions discussed above which resulted in a $38 million ($24 million after-tax) charge to lease income in the year ended December 31, 2008. The charges were taken in accordance with FSP 13-2 and, unless the leases are terminated, will fully reverse over the next 19 years.

        The current and deferred components of the provision for income taxes for continuing operations were as follows:

			December 31
			2008			2007			2006
			(in millions)
Current
	Federal		$	126		$	322		$	309
	Foreign			10			11			12
	State and local			22			26			12
		Total current		158			359			333
Deferred
	Federal			(86	)		(51	)		8
	State and local			(13	)		(2	)		4
		Total deferred		(99	)		(53	)		12
		Total	$	59		$	306		$	345

        Income from continuing operations before income taxes of $271 million for the year ended December 31, 2008, included $34 million of foreign-source income.

112

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        Income from discontinued operations, net of tax, included a provision for income taxes on discontinued operations of $1 million, $2 million and $73 million for the years ended December 31, 2008, 2007 and 2006, respectively. The income tax provision on securities transactions was $23 million and $2 million for the years ended December 31, 2008 and 2007, respectively, compared to a nominal tax provision in 2006.

        The principal components of deferred tax assets and liabilities were as follows:

			December 31
			2008			2007
			(in millions)
Deferred tax assets:
	Allowance for loan losses		$	279		$	203
	Deferred loan origination fees and costs			21			35
	Other comprehensive income			175			100
	Employee benefits			17			62
	Foreign tax credit			6			36
	Tax interest			31			27
	Auction-rate securities			29			—
	Other temporary differences, net			68			53
		Total deferred tax assets before valuation allowance		626			516
	Valuation allowance			(1	)		(2	)
		Net deferred tax assets		625			514
Deferred tax liabilities:
	Lease financing transactions			(580	)		(646	)
	Allowance for depreciation			(16	)		(14	)
		Total deferred tax liabilities		(596	)		(660	)
		Net deferred tax asset (liability)	$	29		$	(146	)

        Included in deferred tax assets are net state tax credit carryforwards of $5 million. The credits will expire in 2027.

        At December 31, 2008, the Corporation had undistributed earnings of approximately $146 million related to a foreign subsidiary. The Corporation intends to reinvest these earnings indefinitely. The amount of income tax that would be due on these earnings if repatriated to the United States would be approximately $53 million.

113

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        A reconciliation of expected income tax expense at the federal statutory rate of 35 percent to the Corporation's provision for income taxes for continuing operations and effective tax rate follows:

	Years Ended December 31
	2008						2007						2006
	Amount			Rate			Amount			Rate			Amount			Rate
	(dollar amounts in millions)
Tax based on federal statutory rate	$	95			35.0	%	$	346			35.0	%	$	395			35.0	%
State income taxes		5			2.0			16			1.6			10			0.9
Affordable housing and historic credits		(45	)		(16.5	)		(36	)		(3.6	)		(31	)		(2.8	)
Bank-owned life insurance		(15	)		(5.5	)		(14	)		(1.4	)		(15	)		(1.4	)
Disallowance of foreign tax credit		9			3.2			—			—			22			2.0
Settlement of 1996-2000 IRS audit		—			—			—			—			(16	)		(1.4	)
Other changes in unrecognized tax benefits		10			3.7			—			—			7			0.6
Interest on income tax liabilities		6			2.0			3			0.3			—			—
Other		(6	)		(2.2	)		(9	)		(0.9	)		(27	)		(2.3	)
Provision for income taxes	$	59			21.7	%	$	306			31.0	%	$	345			30.6	%

Note 18 — Transactions with Related Parties

        The Corporation's banking subsidiaries have had, and expect to have in the future, transactions with the Corporation's directors and executive officers, companies with which these individuals are associated, and certain related individuals. Such transactions were made in the ordinary course of business and included extensions of credit, leases and professional services. With respect to extensions of credit, all were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers and did not, in management's opinion, involve more than normal risk of collectibility or present other unfavorable features. The aggregate amount of loans attributable to persons who were related parties at December 31, 2008, totaled $216 million at the beginning and $219 million at the end of 2008. During 2008, new loans to related parties aggregated $293 million and repayments totaled $290 million.

Note 19 — Regulatory Capital and Reserve Requirements

        Reserves required to be maintained and/or deposited with the Federal Reserve Bank were classified in cash and due from banks through September 30, 2008, and were subsequently classified in interest-bearing deposits with banks, coincident with date the Federal Reserve commenced paying interest on such balances. These reserve balances vary, depending on the level of customer deposits in the Corporation's banking subsidiaries. The average required reserve balances were $292 million and $267 million for the years ended December 31, 2008 and 2007, respectively.

        Banking regulations limit the transfer of assets in the form of dividends, loans or advances from the bank subsidiaries to the parent company. Under the most restrictive of these regulations, the aggregate amount of dividends which can be paid to the parent company without obtaining prior approval from bank regulatory agencies approximated $62 million at January 1, 2009, plus 2009 net profits. Substantially all the assets of the Corporation's banking subsidiaries are restricted from transfer to the parent company of the Corporation in the form of loans or advances.

        Dividends declared to the parent company of the Corporation by its banking subsidiaries amounted to $267 million, $614 million and $746 million in 2008, 2007 and 2006, respectively.

114

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The Corporation and its U.S. banking subsidiaries are subject to various regulatory capital requirements administered by federal and state banking agencies. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios of Tier 1 and total capital (as defined in the regulations) to average and risk-weighted assets. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements. At December 31, 2008 and 2007, the Corporation and its U. S. banking subsidiaries exceeded the ratios required for an institution to be considered "well capitalized" (total risk-based capital, Tier 1 risk-based capital and leverage ratios greater than 10 percent, six percent and five percent, respectively). There were no conditions or events since December 31, 2008 that management believes have changed the capital adequacy classification of the Corporation or its U.S. banking subsidiaries.

        The Corporation participated in the U. S. Treasury Capital Purchase Program in the fourth quarter 2008 and issued preferred stock and a related warrant totaling $2.25 billion, which qualifies as Tier 1 capital and significantly increased Tier 1 and total capital ratios for Comerica Incorporated (Consolidated). For more information regarding the Capital Purchase Program, refer to Note 12 to the consolidated financial statements. The following is a summary of the capital position of the Corporation and Comerica Bank, its significant banking subsidiary.

		Comerica Incorporated (Consolidated)			Comerica Bank
		(dollar amounts in millions)
December 31, 2008
	Tier 1 common capital	$	5,181		$	5,387
	Tier 1 capital (minimum-$2.9 billion (Consolidated))		7,805			5,707
	Total capital (minimum-$5.9 billion (Consolidated))		10,774			8,378
	Risk-weighted assets		73,207			72,909
	Average assets (fourth quarter)		66,309			66,071
	Tier 1 common capital to risk-weighted assets		7.08	%		7.39	%
	Tier 1 capital to risk-weighted assets (minimum-4.0%)		10.66			7.83
	Total capital to risk-weighted assets (minimum-8.0%)		14.72			11.49
	Tier 1 capital to average assets (minimum-3.0%)		11.77			8.64

December 31, 2007
	Tier 1 common capital	$	5,145		$	5,408
	Tier 1 capital (minimum-$3.0 billion (Consolidated))		5,640			5,728
	Total capital (minimum-$6.0 billion (Consolidated))		8,410			8,185
	Risk-weighted assets		75,102			74,919
	Average assets (fourth quarter)		60,878			60,660
	Tier 1 common capital to risk-weighted assets		6.85	%		7.22	%
	Tier 1 capital to risk-weighted assets (minimum-4.0%)		7.51			7.65
	Total capital to risk-weighted assets (minimum-8.0%)		11.20			10.92
	Tier 1 capital to average assets (minimum-3.0%)		9.26			9.44

115

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 20 — Derivative and Credit-Related Financial Instruments

        In the normal course of business, the Corporation enters into various transactions involving derivative and credit-related financial instruments to manage exposure to fluctuations in interest rate, foreign currency and other market risks and to meet the financing needs of customers. These financial instruments involve, to varying degrees, elements of credit and market risk.

        Credit risk is the possible loss that may occur in the event of nonperformance by the counterparty to a financial instrument. The Corporation attempts to minimize credit risk arising from financial instruments by evaluating the creditworthiness of each counterparty, adhering to the same credit approval process used for traditional lending activities. Counterparty risk limits and monitoring procedures have also been established to facilitate the management of credit risk. Collateral is obtained, if deemed necessary, based on the results of management's credit evaluation. Collateral varies, but may include cash, investment securities, accounts receivable, equipment or real estate.

        Derivative instruments are traded over an organized exchange or negotiated over-the-counter. Credit risk associated with exchange-traded contracts is typically assumed by the organized exchange. Over-the-counter contracts are tailored to meet the needs of the counterparties involved and, therefore, contain a greater degree of credit risk and liquidity risk than exchange-traded contracts, which have standardized terms and readily available price information. The Corporation reduces exposure to credit and liquidity risks from over-the-counter derivative instruments entered into for risk management purposes, and transactions entered into to mitigate the market risk associated with customer-initiated transactions, by conducting such transactions with investment grade domestic and foreign financial institutions and subjecting counterparties to credit approvals, limits and monitoring procedures similar to those used in making other extensions of credit.

        Market risk is the potential loss that may result from movements in interest or foreign currency rates and energy commodity prices which cause an unfavorable change in the value of a financial instrument. The Corporation manages this risk by establishing monetary exposure limits and monitoring compliance with those limits. Market risk arising from derivative instruments entered into on behalf of customers is reflected in the consolidated financial statements and may be mitigated by entering into offsetting transactions. Market risk inherent in derivative instruments held or issued for risk management purposes is generally offset by changes in the value of rate sensitive assets or liabilities.

Derivative Instruments

        The Corporation, as an end-user, employs a variety of financial instruments for risk management purposes. Activity related to these instruments is centered predominantly in the interest rate markets and mainly involves interest rate swaps. Various other types of instruments also may be used to manage exposures to market risks, including interest rate caps and floors, total return swaps, foreign exchange forward contracts and foreign exchange swap agreements.

        For hedge relationships accounted for under SFAS 133 at inception of the hedge, the Corporation uses either the short-cut method or applies dollar offset or statistical regression analysis to assess effectiveness. The short-cut method is used for certain fair value hedges of medium- and long-term debt. This method allows for the assumption of zero hedge ineffectiveness and eliminates the requirement to further assess hedge effectiveness on these transactions. For SFAS 133 hedge relationships to which the Corporation does not apply the short-cut method, either the dollar offset or statistical regression analysis is used at inception and for each reporting period thereafter to assess whether the derivative used has been and is expected to be highly effective in offsetting changes in the fair value or cash flows of the hedged item. All components of each derivative instrument's gain or

116

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

loss are included in the assessment of hedge effectiveness. Net hedge ineffectiveness is recorded in "other noninterest income" on the consolidated statements of income.

        The following table presents net hedge ineffectiveness gains (losses) by risk management hedge type:

		Years Ended December 31
		2008		2007		2006
		(in millions)
Cash flow hedges		$	—	$	1	$	1
Fair value hedges			9		2		—
Foreign currency hedges			—		—		—
	Total	$	9	$	3	$	1

        As part of a fair value hedging strategy, the Corporation has entered into interest rate swap agreements for interest rate risk management purposes. These interest rate swap agreements effectively modify the Corporation's exposure to interest rate risk by converting fixed rate debt to a floating rate. These agreements involve the receipt of fixed rate interest amounts in exchange for floating rate interest payments over the life of the agreement, without an exchange of the underlying principal amount.

        During 2008, the Corporation terminated an interest rate swap with a notional amount of $150 million that was designated as fair value hedge. The pre-tax gain of $35 million realized on the termination will be recognized in net interest income over the remaining life of the related debt (15 years). The swap was replaced with another interest rate swap with a notional amount of $150 million with a different counterparty.

        As part of a cash flow hedging strategy, the Corporation entered into predominantly two-year interest rate swap agreements (weighted average original maturity of 2.2 years) that effectively convert a portion of its existing and forecasted floating rate loans to a fixed rate basis, thus reducing the impact of interest rate changes on future interest income over the life of the agreements (currently over the next 27 months). Approximately three percent ($1.7 billion) of the Corporation's outstanding loans were designated as hedged items to interest rate swap agreements at December 31, 2008. For the year ended December 31, 2008, interest rate swap agreements designated as cash flow hedges increased interest and fees on loans by $24 million, compared to a decrease of $67 million for the year ended December 31, 2007. If interest rates, interest yield curves and notional amounts remain at their current levels, the Corporation expects to reclassify $20 million of net gains, net of tax, on derivative instruments that are designated as cash flow hedges from accumulated other comprehensive income (loss) to earnings during the next twelve months due to receipt of variable interest associated with the existing and forecasted floating rate loans.

        Foreign exchange rate risk arises from changes in the value of certain assets and liabilities denominated in foreign currencies. The Corporation employs cash instruments, such as investment securities, as well as derivative instruments to manage exposure to these and other risks. In addition, the Corporation may use foreign exchange forward and option contracts to protect the value of its foreign currency investment in foreign subsidiaries. Realized and unrealized gains and losses from foreign exchange forward and option contracts used to protect the value of investments in foreign subsidiaries are not included in the statement of income, but are shown in the accumulated foreign currency translation adjustment account included in other comprehensive income (loss), with the related amounts due to or from counterparties included in other liabilities or other assets. The Corporation did not hold any forward foreign exchange contracts recognized in accumulated foreign currency translation adjustment during the years ended December 31, 2008 and 2007.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        Management believes these hedging strategies achieve the desired relationship between the rate maturities of assets and funding sources which, in turn, reduce the overall exposure of net interest income to interest rate risk, although, there can be no assurance that such strategies will be successful. The Corporation also may use various other types of financial instruments to mitigate interest rate and foreign currency risks associated with specific assets or liabilities. Such instruments include interest rate caps and floors, foreign exchange forward contracts, investment securities, foreign exchange option contracts and foreign exchange cross-currency swaps.

        The following table presents the composition of derivative instruments held or issued for risk management purposes, excluding commitments, at December 31, 2008 and 2007. The fair values of all derivative instruments are reflected in the consolidated balance sheets.

			Notional/ Contract Amount		Unrealized Gains		Unrealized Losses		Fair Value
			(in millions)
December 31, 2008
Risk management
	Interest rate contracts:
		Swaps — cash flow	$	1,700	$	50	$	—	$	50
		Swaps — fair value		1,700		346		—		346
		Total interest rate contracts		3,400		396		—		396
	Foreign exchange contracts:
		Spot and forwards		531		5		9		(4	)
		Swaps		13		3		—		3
		Total foreign exchange contracts		544		8		9		(1	)
		Total risk management	$	3,944	$	404	$	9	$	395
December 31, 2007
Risk management
	Interest rate contracts:
		Swaps — cash flow	$	3,200	$	3	$	2	$	1
		Swaps — fair value		2,202		142		—		142
		Total interest rate contracts		5,402		145		2		143
	Foreign exchange contracts:
		Spot and forwards		528		4		2		2
		Swaps		21		1		—		1
		Total foreign exchange contracts		549		5		2		3
		Total risk management	$	5,951	$	150	$	4	$	146

        Notional amounts, which represent the extent of involvement in the derivatives market, are generally used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk, and are not reflected in the consolidated balance sheets.

        Credit risk, which excludes the effects of any collateral or netting arrangements, is measured as the cost to replace, at current market rates, contracts in a profitable position. The maximum amount of this exposure is represented by the gross unrealized gains on derivative instruments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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        Bilateral collateral agreements with counterparties covered 53 percent and 63 percent of the notional amount of interest rate derivative contracts at December 31, 2008 and 2007, respectively. These agreements reduce credit risk by providing for the exchange of marketable investment securities to secure amounts due on contracts in an unrealized gain position. In addition, at December 31, 2008, master netting arrangements had been established with all interest rate swap counterparties and certain foreign exchange counterparties. These arrangements effectively reduce credit risk by permitting settlement, on a net basis, of contracts entered into with the same counterparty.

        Fee income is earned from entering into various transactions, principally foreign exchange contracts, interest rate contracts, and energy derivative contracts at the request of customers. The Corporation mitigates market risk inherent in customer-initiated interest rate and energy contracts by taking offsetting positions, except in those circumstances when the amount, tenor and/or contracted rate level results in negligible economic risk, whereby the cost of purchasing an offsetting contract is not economically justifiable. For customer-initiated foreign exchange contracts, the Corporation mitigates most of the inherent market risk by taking offsetting positions and manages the remainder through individual foreign currency position limits and aggregate value-at-risk limits. These limits are established annually and reviewed quarterly.

        For those customer-initiated derivative contracts which were not offset or where the Corporation holds a speculative position within the limits described above, the Corporation recognized $2 million of net gains in 2008 and $1 million of net gains in both 2007 and 2006, which were included in "other noninterest income" in the consolidated statements of income. The fair value of derivative instruments held or issued in connection with customer-initiated activities, including those customer-initiated derivative contracts where the Corporation does not enter into an offsetting derivative contract position, is included in the following table.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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        The following table presents the composition of derivative instruments held or issued in connection with customer-initiated and other activities.

			Notional/ Contract Amount		Unrealized Gains		Unrealized Losses		Fair Value
			(in millions)
December 31, 2008
Customer-initiated and other
	Interest rate contracts:
		Caps and floors written	$	1,271	$	—	$	14	$	(14	)
		Caps and floors purchased		1,271		14		—		14
		Swaps		9,800		410		376		34
		Total interest rate contracts		12,342		424		390		34
	Energy derivative contracts:
		Caps and floors written		634		—		84		(84	)
		Caps and floors purchased		634		84		—		84
		Swaps		877		101		101		—
		Total energy derivative contracts		2,145		185		185		—
	Foreign exchange contracts:
		Spot, forwards, futures and options		2,695		101		86		15
		Swaps		28		1		1		—
		Total foreign exchange contracts		2,723		102		87		15
		Total customer-initiated and other	$	17,210	$	711	$	662	$	49
December 31, 2007
Customer-initiated and other
	Interest rate contracts:
		Caps and floors written	$	851	$	—	$	5	$	(5	)
		Caps and floors purchased		851		5		—		5
		Swaps		6,806		110		89		21
		Total interest rate contracts		8,508		115		94		21
	Energy derivative contracts:
		Caps and floors written		410		—		43		(43	)
		Caps and floors purchased		410		43		—		43
		Swaps		661		61		61		—
		Total energy derivative contracts		1,481		104		104		—
	Foreign exchange contracts:
		Spot, forwards, futures and options		2,707		34		29		5
		Swaps		8		—		—		—
		Total foreign exchange contracts		2,715		34		29		5
		Total customer-initiated and other	$	12,704	$	253	$	227	$	26

        Fair values for customer-initiated and other derivative instruments represent the net unrealized gains or losses on such contracts and are recorded in the consolidated balance sheets. The fair value of gross unrealized gains on customer-initiated derivative instruments totaling $711 million at December 31, 2008 reflected credit-

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related adjustments totaling $6 million. Changes in fair value are recognized in the consolidated income statements. The following table provides the average unrealized gains and unrealized losses and noninterest income generated on customer-initiated and other interest rate contracts, energy derivative contracts and foreign exchange contracts.

	Years Ended December 31
	2008		2007
	(in millions)
Average unrealized gains	$	459	$	137
Average unrealized losses		417		120
Noninterest income		56		50

        Detailed discussions of each class of derivative instruments held or issued by the Corporation for both risk management and customer-initiated and other activities are as follows.

Interest Rate Swaps

        Interest rate swaps are agreements in which two parties periodically exchange fixed cash payments for variable payments based on a designated market rate or index, or variable payments based on two different rates or indices, applied to a specified notional amount until a stated maturity. The Corporation's swap agreements are structured such that variable payments are primarily based on prime, one-month LIBOR or three-month LIBOR. These instruments are principally negotiated over-the-counter and are subject to credit risk, market risk and liquidity risk.

Interest Rate Options, Including Caps and Floors

        Option contracts grant the option holder the right to buy or sell an underlying financial instrument for a predetermined price before the contract expires. Interest rate caps and floors are option-based contracts which entitle the buyer to receive cash payments based on the difference between a designated reference rate and the strike price, applied to a notional amount. Written options, primarily caps, expose the Corporation to market risk but not credit risk. A fee is received at inception for assuming the risk of unfavorable changes in interest rates. Purchased options contain both credit and market risk. All interest rate caps and floors entered into by the Corporation are over-the-counter agreements.

Foreign Exchange Contracts

        Foreign exchange contracts such as futures, forwards and options are primarily entered into as a service to customers and to offset market risk arising from such positions. Futures and forward contracts require the delivery or receipt of foreign currency at a specified date and exchange rate. Foreign currency options allow the owner to purchase or sell a foreign currency at a specified date and price. Foreign exchange futures are exchange-traded, while forwards, swaps and most options are negotiated over-the-counter. Foreign exchange contracts expose the Corporation to both market risk and credit risk. The Corporation also uses foreign exchange rate swaps and cross-currency swaps for risk management purposes.

Energy Derivative Contracts

        The Corporation offers energy derivative contracts, including over-the-counter and NYMEX-based natural gas and crude oil fixed rate swaps and options, as a service to customers seeking to hedge market risk in the underlying products. Contract tenors are typically limited to three years to accommodate hedge requirements

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and are further limited to products that are liquid and available on demand. Energy derivative swaps are over-the-counter agreements in which the Corporation and the counterparty periodically exchange fixed cash payments for variable payments based upon a designated market price or index. Energy derivative option contracts grant the option owner the right to buy or sell the underlying commodity for a predetermined price at settlement date. Energy caps, floors and collars are option-based contracts that result in the buyer and seller of the contract receiving or making cash payments based on the difference between a designated reference price and the contracted strike price, applied to a notional amount. An option fee or premium is received by the Corporation at inception for assuming the risk of unfavorable changes in energy commodity prices. Purchased options contain both credit and market risk. Commodity options entered into by the Corporation are over-the-counter agreements.

Warrants

        The Corporation holds a portfolio of approximately 780 warrants for generally non-marketable equity securities. These warrants are primarily from high technology, non-public companies obtained as part of the loan origination process. As discussed in Note 1, warrants that have a net exercise provision embedded in the warrant agreement are considered derivatives and are required to be recorded at fair value. Fair value for these warrants (approximately 400 warrants at December 31, 2008 and 570 warrants at December 31, 2007) was approximately $8 million at December 31, 2008 and $23 million at December 31, 2007, as estimated using a Black-Scholes valuation model.

Commitments

        The Corporation also enters into commitments to purchase or sell earning assets for risk management and trading purposes. These transactions are similar in nature to forward contracts. The Corporation had commitments to purchase investment securities for its available-for-sale and trading account portfolios totaling $1.3 billion and $604 million at December 31, 2008 and 2007, respectively. Commitments to sell investment securities related to the trading account totaled $10 million at December 31, 2008 and $4 million at December 31, 2007. Outstanding commitments expose the Corporation to both credit and market risk.

Credit-Related Financial Instruments

        The Corporation issues off-balance sheet financial instruments in connection with commercial and consumer lending activities. The Corporation's credit risk associated with these instruments is represented by the contractual amounts indicated in the following table.

		December 31
		2008		2007
		(in millions)
Unused commitments to extend credit:
	Commercial and other	$	25,901	$	31,603
	Bankcard, revolving check credit and equity access loan commitments		2,124		2,216
	Total unused commitments to extend credit	$	28,025	$	33,819
Standby letters of credit and financial guarantees:
	Maturing within one year	$	3,894	$	4,344
	Maturing after one year		2,346		2,556
	Total standby letters of credit and financial guarantees	$	6,240	$	6,900
Commercial letters of credit		$	156	$	234

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        The Corporation maintains an allowance to cover probable credit losses inherent in lending-related commitments, including unused commitments to extend credit, letters of credit and financial guarantees. At December 31, 2008 and 2007, the allowance for credit losses on lending-related commitments, which is recorded in "accrued expenses and other liabilities" on the consolidated balance sheets, was $38 million and $21 million, respectively.

Unused Commitments to Extend Credit

        Commitments to extend credit are legally binding agreements to lend to a customer, provided there is no violation of any condition established in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments expire without being drawn upon, the total contractual amount of commitments does not necessarily represent future cash requirements of the Corporation. Commercial and other unused commitments are primarily variable rate commitments.

Standby and Commercial Letters of Credit and Financial Guarantees

        Standby and commercial letters of credit represent conditional obligations of the Corporation which guarantee the performance of a customer to a third party. Standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. These contracts expire in decreasing amounts through the year 2018. The Corporation may enter into participation arrangements with third parties, which effectively reduce the maximum amount of future payments which may be required under standby letters of credit. These risk participations covered $525 million of the $6.2 billion standby letters of credit outstanding at December 31, 2008. Commercial letters of credit are issued to finance foreign or domestic trade transactions and are short-term in nature. Financial guarantees of $36 million at December 31, 2008 consisted of an indemnification agreement related to the sale of the Corporation's remaining ownership of Visa Inc. (Visa) shares and credit risk participation agreements, where the Corporation, primarily as part of a syndicated lending arrangement, for a fee, guarantees a portion of the credit risk on an interest rate swap agreement between the lead bank in the syndicate and the customer. In the event of default by the customer, the Corporation would be required to pay the portion of the unpaid amount guaranteed by the Corporation to the lead bank. At December 31, 2008, the estimated fair value of the Corporation's credit risk participation agreements where the Corporation is the guarantor was $32 million, and the estimated credit exposure was $46 million. The estimated credit exposure includes the estimated credit risk as of December 31, 2008, in addition to an estimated increase in future risk for changes in interest rates in each remaining year of the contract until maturity. In addition, the estimated credit exposure assumes the lead bank was unable to liquidate assets of the customers. In the event of customer default, the lead bank has the ability to liquidate the assets of the customer, in which case the lead bank would be required to return a percentage of recouped assets to the participating banks. These credit risk participation agreements expire in decreasing amounts through the year 2016, with a weighted average remaining maturity on outstanding agreements of 2.2 years. Commercial letters of credit are issued to finance foreign or domestic trade transactions and are short-term in nature. At December 31, 2008, the carrying value of the Corporation's standby and commercial letters of credit and financial guarantees, which are included in "accrued expenses and other liabilities" on the consolidated balance sheet, totaled $84 million.

        The following table presents a summary of total internally classified watch list standby and commercial letters of credit and financial guarantees (generally consistent with regulatory defined special mention, substandard and doubtful) at December 31, 2008 and 2007. The Corporation manages credit risk through

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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underwriting, periodically reviewing and approving its credit exposures using Board committee approved credit policies and guidelines.

	December 31
	2008
	(dollar amounts in millions)
Total watch list standby and commerical letters of credit	$	277.0
As a percentage of total outstanding standby and commercial letters of credit		4.3	%
Total watch list financial guarantees	$	—
As a percentage of total outstanding financial guarantees		—	%

Note 21 — Contingent Liabilities

Legal Proceedings

        The Corporation and certain of its subsidiaries are subject to various pending and threatened legal proceedings arising out of the normal course of business or operations. In view of the inherent difficulty of predicting the outcome of such matters, the Corporation cannot state what the eventual outcome of these matters will be. However, based on current knowledge and after consultation with legal counsel, management believes that current reserves, determined in accordance with SFAS 5, "Accounting for Contingencies," (SFAS 5), are adequate and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the Corporation's consolidated financial condition. For information regarding income tax contingencies, refer to Note 17.

Note 22 — Variable Interest Entities (VIE's)

        The Corporation evaluates its interest in certain entities to determine if these entities meet the definition of a VIE, and whether the Corporation was the primary beneficiary and should consolidate the entity based on the variable interests it held. The following provides a summary of the VIE's in which the Corporation has a significant interest.

        The Corporation owns 100% of the common stock of an entity formed in 2007 to issue trust preferred securities. This entity meets the definition of a VIE, but the Corporation is not the primary beneficiary as the expected losses and residual returns of the trust are absorbed by the trust preferred stock holders. The trust preferred securities held by this entity ($500 million at December 31, 2008) are classified as subordinated debt and qualify as Tier 1 capital. The Corporation is not exposed to loss related to this VIE.

        The Corporation has limited partnership interests in three other venture capital funds, which were acquired in 1998, 1999 and 2001, where the general partner (an employee of the Corporation) in these three partnerships is considered a related party to the Corporation. These three entities meet the definition of a VIE, however, the Corporation is not the primary beneficiary of the entities as the majority of variable interests are expected to accrue to the nonaffiliated limited partners. As such, the Corporation accounts for its interest in these partnerships on the cost method. These three entities had approximately $124 million in assets at December 31, 2008. Exposure to loss as a result of involvement with these three entities at December 31, 2008 was limited to approximately $5 million of book basis of the Corporation's investments and approximately $2 million of commitments for future investments.

        The Corporation, as a limited partner, also holds an insignificant ownership percentage interest in 133 other venture capital and private equity investment partnerships where the Corporation is not related to the general

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Comerica Incorporated and Subsidiaries

partner. While these entities may meet the definition of a VIE, the Corporation is not the primary beneficiary of any of these entities as a result of its insignificant ownership percentage interest. The Corporation accounts for its interests in these partnerships on the cost method, and exposure to loss as a result of involvement with these entities at December 31, 2008 was limited to approximately $60 million of book basis of the Corporation's investments and approximately $34 million of commitments for future investments.

        Two limited liability subsidiaries of the Corporation are the general partners in two investment fund partnerships, formed in 1999 and 2003. These subsidiaries manage the investments held by these funds. These two investment partnerships meet the definition of a VIE. In the investment fund partnership formed in 1999, the Corporation is not the primary beneficiary of the entity as the majority of the variable interests are expected to accrue to the nonaffiliated limited partners. As such, the Corporation accounts for its indirect interests in this partnership on the cost method. This investment partnership had approximately $48 million in assets at December 31, 2008 and was structured so that the Corporation's exposure to loss as a result of its interest should be limited to the book basis of the Corporation's investment in the limited liability subsidiary, which was insignificant at December 31, 2008. In the investment fund partnership formed in 2003, the Corporation is the primary beneficiary and consolidates the entity as the majority of the variable interests are expected to accrue to the Corporation. This investment partnership had assets of approximately $7 million at December 31, 2008 and was structured so that the Corporation's exposure to loss as a result of its interest should be limited to the book basis of the Corporation's investment in the limited liability subsidiary, which was insignificant at December 31, 2008.

        The Corporation has a significant limited partner interest in 20 low income housing tax credit/historic rehabilitation tax credit partnerships, acquired at various times from 1992 to 2007. These entities meet the definition of a VIE. However, the Corporation is not the primary beneficiary of the entities as the majority of the variable interests are expected to accrue to the nonaffiliated limited partners. The Corporation accounts for its interest in these partnerships on the cost or equity method. These entities had approximately $150 million in assets at December 31, 2008. Exposure to loss as a result of its involvement with these entities at December 31, 2008 was limited to approximately $12 million of book basis of the Corporation's investment, which includes unused commitments for future investments.

        The Corporation, as a limited partner, also holds an insignificant ownership percentage interest in 113 other low income housing tax credit/historic rehabilitation tax credit partnerships. While these entities may meet the definition of a VIE, the Corporation is not the primary beneficiary of any of these entities as a result of its insignificant ownership percentage interest. As such, the Corporation accounts for its interest in these partnerships on the cost or equity method. Exposure to loss as a result of its involvement with these entities at December 31, 2008 was limited to approximately $333 million of book basis of the Corporation's investment, which includes unused commitments for future investments.

        For further information on the company's consolidation policy, see Note 1.

Note 23 — Fair Value

        The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale, trading securities, derivatives and certain liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record at fair value other assets on a nonrecurring basis, such as loans held-for-sale, loans held for investment and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

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Fair Value Hierarchy

        Under SFAS 157, the Corporation groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1	Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2	Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3	Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

        Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

        Investment Securities Available-for-Sale:    Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss and liquidity assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities primarily include mortgage-backed securities issued by government-sponsored entities. Securities classified as Level 3 represent securities in less liquid markets, including auction-rate securities and other securities requiring a significant management assumptions when determining the fair value. For further information regarding auction-rate securities, refer to Notes 3 and 28 to the consolidated financial statements.

        Trading Securities and Associated Liabilities:    Securities held for trading purposes are recorded at fair value and included in "other short-term investments" on the consolidated balance sheets. Level 1 securities held for trading purposes include assets related to employee deferred compensation plans, which are invested in mutual funds and other securities traded on an active exchange. Deferred compensation liabilities, also classified as Level 1, are carried at the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets. Level 2 securities include municipal bonds and mortgage-backed securities issued by government-sponsored entities and corporate debt securities. Securities classified as Level 3 include securities in less liquid markets and securities not rated by a credit agency at December 31, 2008. The valuation method for trading securities is the same as the method used for investment securities classified as available-for-sale, discussed above.

        Loans Held-for-Sale:    Loans held-for-sale, included in "other short-term investments" on the consolidated balance sheets, are carried at the lower of cost or market value. The fair value of loans held-for-sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Corporation classifies loans subjected to nonrecurring fair value adjustments as Level 2.

        Loans:    The Corporation does not record loans at fair value on a recurring basis. However, loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once loans are identified as impaired, management measures impairment in accordance with SFAS 114, "Accounting by Creditors for Impairment of a Loan," (SFAS 114) and

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establishes an allowance for loan losses. The allowance, based on the fair value of impaired loans, is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At December 31, 2008, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the impaired loan as nonrecurring Level 2. When a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the impaired loan as nonrecurring Level 3.

        Derivative Assets and Liabilities:    Substantially all of the derivative instruments held or issued by the Corporation for risk management or customer-initiated activities are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, the Corporation measures fair value using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and include the value associated with counterparty credit risk. As such, the Corporation classifies those derivative instruments as Level 2. Examples of Level 2 derivatives are interest rate swaps, energy and foreign exchange derivative contracts.

        The Corporation also holds a portfolio of warrants for generally non-marketable equity securities. These warrants are primarily from high technology, non-public companies obtained as part of the loan origination process. Warrants which contain a net exercise provision are required to be accounted for as derivatives and recorded at fair value. Fair value is determined using a Black-Scholes valuation model, which has five inputs: risk-free rate, expected life, volatility, exercise price, and the per share market value of the underlying company. Where sufficient financial data existed, a market approach method was utilized to estimate the current value of the underlying company. When quoted market values were not available, an index method was utilized. The estimated fair value of the underlying securities for warrants requiring valuation at fair value were adjusted for discounts related to lack of liquidity. The Corporation classifies warrants accounted for as derivatives in recurring Level 3.

        Financial Guarantees:    A liability under an indemnification agreement related to the sale of the Corporation's remaining ownership of Visa shares is a financial guarantee recorded at fair value and included in "other liabilities" on the consolidated balance sheets. The fair value of the indemnification agreement was determined using a probability weighted estimate of cash flows under various scenarios. As such, the Corporation classifies this financial guarantee as recurring Level 3.

        Foreclosed Assets:    Upon transfer from the loan portfolio, foreclosed assets are adjusted to and subsequently carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management's estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the foreclosed asset as nonrecurring Level 2. When a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the foreclosed asset as nonrecurring Level 3.

        Nonmarketable Equity Securities:    The Corporation has a portfolio of indirect (through funds) private equity and venture capital investments. The majority of these investments are not readily marketable. The investments are individually reviewed for impairment on a quarterly basis by comparing the carrying value to the estimated fair value. The Corporation bases its estimates of fair value for the majority of its indirect private equity

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Comerica Incorporated and Subsidiaries

and venture capital investments on the percentage ownership in the fair value of the entire fund, as reported by the fund's management. For those funds where fair value is not reported by the fund's management, the Corporation derives the fair value of the fund by estimating the fair value of each underlying investment in the fund. The lack of an independent source to validate fair value estimates, including the impact of future capital calls and transfer restrictions, is an inherent limitation in the valuation process. The Corporation classifies nonmarketable equity securities subjected to nonrecurring fair value adjustments as Level 3.

        Loan Servicing Rights:    Loan servicing rights are subject to impairment testing. A valuation model, which utilizes a discounted cash flow analysis using interest rates and prepayment speed assumptions currently quoted for comparable instruments and a discount rate determined by management, is used for impairment testing. If the valuation model reflects a value less than the carrying value, loan servicing rights are adjusted to fair value through a valuation allowance as determined by the model. As such, the Corporation classifies loan servicing rights subjected to nonrecurring fair value adjustments as Level 3.

        Goodwill and Other Intangible Assets:    Goodwill and identified intangible assets are subject to impairment testing. The Corporation utilizes both a comparable market multiple analysis and discounted cash flow to determine the fair value of the reporting units. The Corporation currently applies more weight to the discounted cash flow given the current market conditions. Both valuation models require a significant degree of management judgment. In the event the fair value as determined by the valuation model is less than the carrying value, goodwill may be impaired. If the testing resulted in impairment, the Corporation would classify goodwill and other intangible assets subjected to nonrecurring fair value adjustments as Level 3. Additional information regarding goodwill, other intangible assets and impairment policies can be found in Note 8.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

        The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis.

	December 31, 2008
	Total		Level 1		Level 2		Level 3
	(in millions)
Trading securities	$	124	$	80	$	10	$	34
Investment securities available-for-sale		9,201		149		7,899		1,153
Derivative assets		1,123		—		1,115		8
Total assets at fair value	$	10,448	$	229	$	9,024	$	1,195
Derivative liabilities	$	671	$	—	$	671	$	—
Other liabilities (1)		85		80		—		5
Total liabilities at fair value	$	756	$	80	$	671	$	5

(1)

Includes liabilities associated with deferred compensation plans and financial guarantees.

        The table below provides a reconciliation of changes during the period in Level 3 assets and liabilities measured at fair value on a recurring basis at January 1, 2008 and December 31, 2008. The increase in trading securities reflected the purchase of non-rated municipal and corporate bonds. The increase in investment securities available-for-sale was primarily due to the Corporation's purchase of auction-rate securities. The decrease in derivative assets was impacted by fair value adjustments and settlements of warrants. Other Level 3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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liabilities included a liability under an indemnification agreement related to the sale of the Corporation's remaining ownership of Visa shares, discussed in "Financial Guarantees" above.

			Year Ended December 31, 2008
Recurring Level 3 Assets and Liabilities			Trading Securities		Investment Securities Available-for-Sale			Derivative Assets (Warrants)			Other Liabilities
			(in millions)
Balance at January 1, 2008			$	—	$	3		$	23		$	—
	Net realized/unrealized gains (losses):
		Recorded in earnings-realized		—		—			2			—
		Recorded in earnings-unrealized		—		4			(9	)		(5	)
		Recorded in other comprehensive income		—		(32	)		—			—
	Purchases, sales, issuances and settlements, net			31		1,178			(8	)		—
	Transfers in and/or out of Level 3			3		—			—			—
Balance at December 31, 2008			$	34	$	1,153		$	8		$	5

        The table below presents the income statement classification of the Level 3 gains and losses due to changes in fair value, including both realized and unrealized gains and losses, recorded in earnings, as shown in the table above.

		Year Ended December 31, 2008
Recurring Level 3 Assets and Liabilities		Trading Securities		Investment Securities Available-for-Sale		Derivative Assets (Warrants)			Other Liabilities
		(in millions)
Classification of realized/unrealized gains (losses) recorded in earnings:
	Other noninterest income	$	—	$	—	$	(7	)	$	—
	Net securities gains (losses)		—		—		—			(5	)
	Discontinued operations		—		4		—			—
Total		$	—	$	4	$	(7	)	$	(5	)

        The table below summarizes the changes in unrealized gains and losses recorded in earnings for the year ended December 31, 2008 for recurring Level 3 assets and liabilities that were still held at December 31, 2008.

		Year Ended December 31, 2008
Recurring Level 3 Assets and Liabilities		Trading Securities		Investment Securities Available-for-Sale		Derivative Assets (Warrants)			Other Liabilities
		(in millions)
Changes in unrealized gains (losses) recorded in earnings relating to assets still held at December 31, 2008:
	Other noninterest income	$	—	$	—	$	(9	)	$	—
	Net securities gains (losses)		—		—		—			(5	)
	Discontinued operations		—		4		—			—
Total		$	—	$	4	$	(9	)	$	(5	)

129

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

        The Corporation may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below.

	December 31, 2008
	Total		Level 1		Level 2		Level 3
	(in millions)
Loans	$	904	$	—	$	—	$	904
Other assets (1)		153		—		5		148
Total assets at fair value	$	1,057	$	—	$	5	$	1,052
Total liabilities at fair value	$	—	$	—	$	—	$	—

(1)

Includes private equity investments, loans held-for-sale, loan servicing rights and foreclosed assets.

Note 24 — Estimated Fair Value of Financial Instruments

        Disclosure of the estimated fair values of financial instruments, which differ from carrying values, often requires the use of estimates. In cases where quoted market values are not available, the Corporation uses present value techniques and other valuation methods to estimate the fair values of its financial instruments. These valuation methods require considerable judgment, and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used. Accordingly, the estimates provided herein do not necessarily indicate amounts which could be realized in a current exchange. Furthermore, as the Corporation typically holds the majority of its financial instruments until maturity, it does not expect to realize many of the estimated amounts disclosed. The disclosures also do not include estimated fair value amounts for items which are not defined as financial instruments, but which have significant value. These include such items as core deposit intangibles, the future earnings potential of significant customer relationships and the value of trust operations and other fee generating businesses. The Corporation believes the imprecision of an estimate could be significant.

        Following is a description of the methods and assumptions used in estimating fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis on the Corporation's consolidated balance sheets. For further information regarding the fair value of financial instruments recorded at fair value on a recurring basis under SFAS 157, refer to Note 23.

        Cash and due from banks, federal funds sold and securities purchased under agreements to resell and interest-bearing deposits with banks:    The carrying amount approximates the estimated fair value of these instruments.

        Loans held-for-sale:    The market value of these loans represents estimated fair value or estimated net selling price. The market value is determined on the basis of existing forward commitments or the current market values of similar loans.

        Loans:    Domestic business loans consist of commercial, real estate construction, commercial mortgage and equipment lease financing loans. The estimated fair value of the Corporation's variable rate domestic business loans is represented by the carrying value, adjusted by an amount which estimates the change in fair value caused by changes in the credit quality of borrowers since the loans were originated. The estimated fair

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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value of fixed rate domestic business loans is calculated using a discounted cash flow model. The resulting amounts are adjusted to estimate the effect of changes in the credit quality of borrowers since the loans were originated. International loans consist primarily of short-term trade-related loans, variable rate loans or loans which have no cross-border risk due to the existence of domestic guarantors or liquid collateral. The estimated fair value of the Corporation's international loan portfolio is represented by its carrying value, adjusted by an amount which estimates the effect on fair value of changes in the credit quality of borrowers or guarantors. Retail loans consist of residential mortgage, home equity and other consumer loans. The estimated fair value of residential mortgage loans is based on discounted contractual cash flows adjusted for expected prepayments. For home equity and other consumer loans, the estimated fair values are calculated using a discounted cash flow model. The resulting amounts are adjusted to estimate the effect of changes in the credit quality of borrowers since the loans were originated.

        Customers' liability on acceptances outstanding and acceptances outstanding:    The carrying amount approximates the estimated fair value.

        Loan servicing rights:    The estimated fair value is based on a discounted cash flow analysis, using interest rates and prepayment speed assumptions currently quoted for comparable instruments.

        Deposit liabilities:    The estimated fair value of demand deposits, consisting of checking, savings and certain money market deposit accounts, is represented by the amounts payable on demand. The carrying amount of deposits in foreign offices approximates their estimated fair value, while the estimated fair value of term deposits is calculated by discounting the scheduled cash flows using the year-end rates offered on these instruments.

        Short-term borrowings:    The carrying amount of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings approximates estimated fair value.

        Medium- and long-term debt:    The estimated fair value of the Corporation's variable rate medium- and long-term debt is represented by its carrying value. The estimated fair value of the fixed rate medium- and long-term debt is based on quoted market values. If quoted market values are not available, the estimated fair value is based on the market values of debt with similar characteristics.

        Credit-related financial instruments:    The estimated fair value of unused commitments to extend credit and standby and commercial letters of credit is represented by the estimated cost to terminate or otherwise settle the obligations with the counterparties. This amount is approximated by the fees currently charged to enter into similar arrangements, considering the remaining terms of the agreements and any changes in the credit quality of counterparties since the agreements were executed. This estimate of fair value does not take into account the significant value of the customer relationships and the future earnings potential involved in such arrangements as the Corporation does not believe that it would be practicable to estimate a representational fair value for these items.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The carrying amount and estimated fair value of the Corporation's financial instruments are as follows:

			December 31
			2008						2007
			Carrying Amount			Estimated Fair Value			Carrying Amount			Estimated Fair Value
			(in millions)
Assets
Cash and due from banks			$	913		$	913		$	1,440		$	1,440
Federal funds sold and securities purchased under agreements to resell				202			202			36			36
Interest-bearing deposits with banks				2,308			2,308			38			38
Trading securities				124			124			118			118
Loans held-for-sale				34			34			217			217
		Total short-term investments		158			158			335			335
Investment securities available-for-sale				9,201			9,201			6,296			6,296
Total loans				50,505			50,855			50,743			50,681
Less allowance for loan losses				(770	)		—			(557	)		—
		Net loans		49,735			50,855			50,186			50,681
Customers' liability on acceptances outstanding				14			14			48			48
Loan servicing rights				11			11			12			12
Liabilities
Demand deposits (noninterest-bearing)				11,701			11,701			11,920			11,920
Interest-bearing deposits				30,254			30,392			32,358			32,357
		Total deposits		41,955			42,093			44,278			44,277
Short-term borrowings				1,749			1,749			2,807			2,807
Acceptances outstanding				14			14			48			48
Medium- and long-term debt				15,053			13,995			8,821			8,492
Derivative instruments
Risk management:
	Unrealized gains			404			404			150			150
	Unrealized losses			(9	)		(9	)		(4	)		(4	)
Customer-initiated and other:
	Unrealized gains			711			711			253			253
	Unrealized losses			(662	)		(662	)		(227	)		(227	)
Warrants				8			8			23			23
Credit-related financial instruments				(98	)		(136	)		(110	)		(125	)

132

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 25 — Business Segment Information

        The Corporation has strategically aligned its operations into three major business segments: the Business Bank, the Retail Bank, and Wealth & Institutional Management. These business segments are differentiated based on the type of customer and the related products and services provided. In addition to the three major business segments, the Finance Division is also reported as a segment. Business segment results are produced by the Corporation's internal management accounting system. This system measures financial results based on the internal business unit structure of the Corporation. Information presented is not necessarily comparable with similar information for any other financial institution. The management accounting system assigns balance sheet and income statement items to each business segment using certain methodologies, which are regularly reviewed and refined. For comparability purposes, amounts in all periods are based on business segments and methodologies in effect at December 31, 2008. These methodologies, which are briefly summarized in the following paragraph, may be modified as management accounting systems are enhanced and changes occur in the organizational structure or product lines.

        The Corporation's internal funds transfer pricing system records cost of funds or credit for funds using a combination of matched maturity funding for certain assets and liabilities and a blended rate based on various maturities for the remaining assets and liabilities. The allowance for loan losses is allocated to both large business and certain large personal purpose consumer and residential mortgage loans that have deteriorated below certain levels of credit risk based on a non-standard, specifically calculated amount. Additional loan loss reserves are allocated based on industry-specific risk and are maintained to capture probable losses due to the inherent imprecision in the risk rating system and new business migration risk not captured in the credit scores of individual loans. For other business loans, the allowance for loan losses is recorded in business units based on the credit score of each loan outstanding. For other consumer and residential mortgage loans, it is allocated based on applying estimated loss ratios to various segments of the loan portfolio. The related loan loss provision is assigned based on the amount necessary to maintain an allowance for loan losses adequate for each product category. Noninterest income and expenses directly attributable to a line of business are assigned to that business segment. Direct expenses incurred by areas whose services support the overall Corporation are allocated to the business segments as follows: product processing expenditures are allocated based on standard unit costs applied to actual volume measurements; administrative expenses are allocated based on estimated time expended; and corporate overhead is assigned 50 percent based on the ratio of the business segment's noninterest expenses to total noninterest expenses incurred by all business segments and 50 percent based on the ratio of the business segment's attributed equity to total attributed equity of all business segments. Equity is attributed based on credit, operational and interest rate risks. Most of the equity attributed relates to credit risk, which is determined based on the credit score and expected remaining life of each loan, letter of credit and unused commitment recorded in the business units. Operational risk is allocated based on loans and letters of credit, deposit balances, non-earning assets, trust assets under management, certain noninterest income items, and the nature and extent of expenses incurred by business units. Virtually all interest rate risk is assigned to Finance, as are the Corporation's hedging activities.

        The following discussion provides information about the activities of each business segment. A discussion of the financial results and the factors impacting 2008 performance can be found in the section entitled "Business Segments" in the financial review.

        The Business Bank is primarily comprised of the following businesses: middle market, commercial real estate, national dealer services, international finance, global corporate, leasing, financial services, and technology and life sciences. This business segment meets the needs of medium-size businesses, multinational corporations and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services.

133

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The Retail Bank includes small business banking and personal financial services, consisting of consumer lending, consumer deposit gathering and mortgage loan origination. In addition to a full range of financial services provided to small business customers, this business segment offers a variety of consumer products, including deposit accounts, installment loans, credit cards, student loans, home equity lines of credit and residential mortgage loans.

        Wealth & Institutional Management offers products and services consisting of fiduciary services, private banking, retirement services, investment management and advisory services, investment banking and discount securities brokerage services. This business segment also offers the sale of annuity products, as well as life, disability and long-term care insurance products.

        The Finance segment includes the Corporation's securities portfolio and asset and liability management activities. This segment is responsible for managing the Corporation's funding, liquidity and capital needs, performing interest sensitivity analysis and executing various strategies to manage the Corporation's exposure to liquidity, interest rate risk and foreign exchange risk.

        The Other category includes discontinued operations, the income and expense impact of equity and cash, tax benefits not assigned to specific business segments and miscellaneous other expenses of a corporate nature.

        Business segment financial results are as follows:

	Year Ended December 31, 2008
	Business Bank			Retail Bank			Wealth & Institutional Management *			Finance			Other			Total
	(dollar amounts in millions)
Earnings summary:
Net interest income (expense) (FTE)	$	1,277		$	566		$	148		$	(147	)	$	(23	)	$	1,821
Provision for loan losses		543			123			25			—			(5	)		686
Noninterest income		302			258			292			68			(27	)		893
Noninterest expenses		709			645			422			11			(36	)		1,751
Provision (benefit) for income taxes (FTE)		90			22			(3	)		(42	)		(2	)		65
Income from discontinued operations, net of tax		—			—			—			—			1			1
Net income (loss)	$	237		$	34		$	(4	)	$	(48	)	$	(6	)	$	213
Net credit-related charge-offs	$	392		$	64		$	16		$	—		$	—		$	472
Selected average balances:
Assets	$	41,794		$	7,074		$	4,689		$	10,003		$	1,625		$	65,185
Loans		40,867			6,342			4,542			1			13			51,765
Deposits		15,005			16,966			2,433			7,239			360			42,003
Liabilities		15,719			16,961			2,451			23,880			732			59,743
Attributed equity		3,277			676			336			926			227			5,442
Statistical data:
Return on average assets (1)		0.57	%		0.19	%		(0.09	)%		N/M			N/M			0.33	%
Return on average attributed equity		7.25			4.98			(1.31	)		N/M			N/M			3.79
Net interest margin (2)		3.11			3.33			3.22			N/M			N/M			3.02
Efficiency ratio		45.28			83.21			96.97			N/M			N/M			66.17

*

2008 included an $88 million net charge ($56 million, after-tax) related to the repurchase of auction-rate securities from customers.

134

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

	Year Ended December 31, 2007
	Business Bank			Retail Bank			Wealth & Institutional Management			Finance			Other			Total
	(dollar amounts in millions)
Earnings summary:
Net interest income (expense) (FTE)	$	1,349		$	670		$	145		$	(133	)	$	(25	)	$	2,006
Provision for loan losses		178			41			(3	)		—			(4	)		212
Noninterest income		291			220			283			65			29			888
Noninterest expenses		709			654			322			10			(4	)		1,691
Provision (benefit) for income taxes (FTE)		237			67			39			(40	)		6			309
Income from discontinued operations, net of tax		—			—			—			—			4			4
Net income	$	516		$	128		$	70		$	(38	)	$	10		$	686
Net credit-related charge-offs	$	117		$	34		$	2		$	—		$	—		$	153
Selected average balances:
Assets	$	40,762		$	6,880		$	4,096		$	5,669		$	1,167		$	58,574
Loans		39,721			6,134			3,937			7			22			49,821
Deposits		16,253			17,156			2,386			6,174			(35	)		41,934
Liabilities		17,090			17,170			2,392			16,530			322			53,504
Attributed equity		2,936			850			332			627			325			5,070
Statistical data:
Return on average assets (1)		1.27	%		0.71	%		1.71	%		N/M			N/M			1.17	%
Return on average attributed equity		17.57			15.04			21.15			N/M			N/M			13.52
Net interest margin (2)		3.39			3.91			3.66			N/M			N/M			3.66
Efficiency ratio		43.49			73.43			75.17			N/M			N/M			58.58

	Year Ended December 31, 2006
	Business Bank			Retail Bank			Wealth & Institutional Management			Finance			Other			Total
	(dollar amounts in millions)
Earnings summary:
Net interest income (expense) (FTE)	$	1,330		$	691		$	147		$	(163	)	$	(19	)	$	1,986
Provision for loan losses		14			23			1			—			(1	)		37
Noninterest income		305			210			259			63			18			855
Noninterest expenses		741			607			313			14			(1	)		1,674
Provision (benefit) for income taxes (FTE)		283			92			31			(55	)		(3	)		348
Income from discontinued operations, net of tax		—			—			—			—			111			111
Net income (loss)	$	597		$	179		$	61		$	(59	)	$	115		$	893
Net credit-related charge-offs	$	37		$	35		$	—		$	—		$	—		$	72
Selected average balances:
Assets	$	39,263		$	6,787		$	3,677		$	5,271		$	1,581		$	56,579
Loans		38,081			6,084			3,534			18			33			47,750
Deposits		17,775			16,807			2,394			5,186			(88	)		42,074
Liabilities		18,678			16,809			2,392			13,198			326			51,403
Attributed equity		2,639			831			299			499			908			5,176
Statistical data:
Return on average assets (1)		1.52	%		1.01	%		1.67	%		N/M			N/M			1.58	%
Return on average attributed equity		22.61			21.48			20.50			N/M			N/M			17.24
Net interest margin (2)		3.49			4.11			4.15			N/M			N/M			3.79
Efficiency ratio		45.35			67.46			77.06			N/M			N/M			58.92

(1)

Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.

(2)

Net interest margin is calculated based on the greater of average earning assets or average deposits and purchased funds.

FTE — Fully Taxable Equivalent

N/M — Not Meaningful

135

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        The Corporation's management accounting system also produces market segment results for the Corporation's four primary geographic markets: Midwest, Western, Texas, and Florida. In addition to the four primary geographic markets, Other Markets and International are also reported as market segments. Market segment results are provided as supplemental information to the business segment results and may not meet all operating segment criteria as set forth in SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" (SFAS 131). The following discussion provides information about the activities of each market segment. A discussion of the financial results and the factors impacting 2008 performance can be found in the section entitled "Geographic Market Segments" in the financial review.

        The Midwest market consists of operations located in the states of Michigan, Ohio and Illinois. Currently, Michigan operations represent the significant majority of this geographic market.

        The Western market consists of the states of California, Arizona, Nevada, Colorado and Washington. Currently, California operations represent the significant majority of the Western market.

        The Texas and Florida markets consist of operations located in the states of Texas and Florida, respectively.

        Other Markets include businesses with a national perspective, the Corporation's investment management and trust alliance businesses as well as activities in all other markets in which the Corporation has operations, except for the International market, as described below.

        The International market represents the activity of the Corporation's international finance division, which provides banking services primarily to foreign-owned, North American-based companies and secondarily to international operations of North American-based companies.

        The Finance & Other Businesses segment includes the Corporation's securities portfolio, asset and liability management activities, discontinued operations, the income and expense impact of equity and cash not assigned to specific business/market segments, tax benefits not assigned to specific business/market segments and miscellaneous other expenses of a corporate nature. This segment includes responsibility for managing the Corporation's funding, liquidity and capital needs, performing interest sensitivity analysis and executing various strategies to manage the Corporation's exposure to liquidity, interest rate risk and foreign exchange risk.

        The Corporation's total revenues from customers and long-lived assets (excluding certain intangible assets) located in foreign countries in which the Corporation holds assets were less than five percent of the Corporation's consolidated revenues and long-lived assets (excluding certain intangible assets) in each of the years ended December 31, 2008, 2007 and 2006.

136

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

        Market segment financial results are as follows:

	Year Ended December 31, 2008
	Midwest			Western			Texas			Florida			Other Markets *			International			Finance & Other Businesses			Total
	(dollar amounts in millions)
Earnings summary:
Net interest income (expense) (FTE)	$	776		$	668		$	292		$	47		$	147		$	61		$	(170	)	$	1,821
Provision for loan losses		155			379			51			40			62			4			(5	)		686
Noninterest income		524			139			94			16			48			31			41			893
Noninterest expenses		808			448			246			43			190			41			(25	)		1,751
Provision (benefit) for income taxes (FTE)		127			(1	)		36			(6	)		(65	)		18			(44	)		65
Income from discontinued operations, net of tax		—			—			—			—			—			—			1			1
Net income	$	210		$	(19	)	$	53		$	(14	)	$	8		$	29		$	(54	)	$	213
Net credit-related charge-offs	$	152		$	241		$	25		$	27		$	26		$	1		$	—		$	472
Selected average balances:
Assets	$	19,786		$	16,841		$	8,039		$	1,896		$	4,623		$	2,372		$	11,628		$	65,185
Loans		19,061			16,551			7,776			1,892			4,217			2,254			14			51,765
Deposits		16,040			11,917			4,023			288			1,374			762			7,599			42,003
Liabilities		16,672			11,893			4,040			283			1,479			764			24,612			59,743
Attributed equity		1,639			1,339			627			130			396			158			1,153			5,442
Statistical data:
Return on average assets (1)		1.06	%		(0.11	)%		0.66	%		(0.72	)%		0.18	%		1.24	%		N/M			0.33	%
Return on average attributed equity		12.74			(1.41	)		8.48			(10.49	)		2.06			18.53			N/M			3.79
Net interest margin (2)		4.04			4.02			3.73			2.46			3.45			2.64			N/M			3.02
Efficiency ratio		64.96			55.75			64.57			68.26			99.47			44.26			N/M			66.17

*

2008 included an $88 million net charge ($56 million, after-tax) related to the repurchase of auction-rate securities from customers.

	Year Ended December 31, 2007
	Midwest			Western			Texas			Florida			Other Markets			International			Finance & Other Businesses			Total
	(dollar amounts in millions)
Earnings summary:
Net interest income (expense) (FTE)	$	888		$	739		$	287		$	46		$	136		$	68		$	(158	)	$	2,006
Provision for loan losses		88			108			8			11			16			(15	)		(4	)		212
Noninterest income		471			130			86			14			55			38			94			888
Noninterest expenses		818			454			235			38			96			44			6			1,691
Provision (benefit) for income taxes (FTE)		158			116			45			4			(7	)		27			(34	)		309
Income from discontinued operations, net of tax		—			—			—			—			—			—			4			4
Net income (loss)	$	295		$	191		$	85		$	7		$	86		$	50		$	(28	)	$	686
Net credit-related charge-offs (recoveries)	$	110		$	28		$	9		$	2		$	10		$	(6	)	$	—		$	153
Selected average balances:
Assets	$	19,133		$	17,069		$	7,106		$	1,688		$	4,490		$	2,252		$	6,836		$	58,574
Loans		18,558			16,530			6,827			1,672			4,081			2,124			29			49,821
Deposits		15,772			13,325			3,884			286			1,433			1,095			6,139			41,934
Liabilities		16,437			13,361			3,901			287			1,550			1,116			16,852			53,504
Attributed equity		1,723			1,212			595			97			335			156			952			5,070
Statistical data:
Return on average assets (1)		1.55	%		1.12	%		1.19	%		0.40	%		1.92	%		2.22	%		N/M			1.17	%
Return on average attributed equity		17.18			15.73			14.22			6.91			25.70			32.05			N/M			13.52
Net interest margin (2)		4.76			4.47			4.18			2.76			3.33			3.10			N/M			3.66
Efficiency ratio		60.32			52.31			63.05			64.27			50.20			42.93			N/M			58.58

137

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

	Year Ended December 31, 2006
	Midwest			Western			Texas			Florida			Other Markets			International			Finance & Other Businesses			Total
	(dollar amounts in millions)
Earnings summary:
Net interest income (expense) (FTE)	$	936		$	742		$	265		$	42		$	117		$	66		$	(182	)	$	1,986
Provision for loan losses		78			(32	)		(3	)		3			6			(14	)		(1	)		37
Noninterest income		452			160			76			14			52			20			81			855
Noninterest expenses		806			450			216			34			105			50			13			1,674
Provision (benefit) for income taxes (FTE)		165			186			43			6			(11	)		17			(58	)		348
Income from discontinued operations, net of tax		—			—			—			—			—			—			111			111
Net income	$	339		$	298		$	85		$	13		$	69		$	33		$	56		$	893
Net credit-related charge-offs	$	48		$	1		$	7		$	2		$	13		$	1		$	—		$	72
Selected average balances:
Assets	$	19,370		$	16,445		$	6,175		$	1,528		$	4,008		$	2,201		$	6,852		$	56,579
Loans		18,714			15,882			5,911			1,508			3,621			2,063			51			47,750
Deposits		16,010			14,592			3,699			306			1,304			1,065			5,098			42,074
Liabilities		16,685			14,657			3,709			308			1,428			1,092			13,524			51,403
Attributed equity		1,623			1,102			529			80			278			157			1,407			5,176
Statistical data:
Return on average assets (1)		1.75	%		1.81	%		1.38	%		0.86	%		1.71	%		1.48	%		N/M			1.58	%
Return on average attributed equity		20.91			27.02			16.11			16.25			24.68			20.76			N/M			17.24
Net interest margin (2)		4.99			4.66			4.46			2.80			3.21			3.10			N/M			3.79
Efficiency ratio		58.13			49.94			63.27			61.09			61.86			58.69			N/M			58.92

(1)

Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.

(2)

Net interest margin is calculated based on the greater of average earning assets or average deposits and purchased funds.

FTE

— Fully Taxable Equivalent 

N/M

— Not Meaningful 

138

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 26 — Parent Company Financial Statements

BALANCE SHEETS — COMERICA INCORPORATED

			December 31
			2008			2007
			(in millions, except share data)
ASSETS
Cash and due from subsidiary bank			$	11		$	1
Short-term investments with subsidiary bank				2,329			224
Other short-term investments				80			102
Investment in subsidiaries, principally banks				5,690			5,840
Premises and equipment				5			4
Other assets				210			166
		Total assets	$	8,325		$	6,337
LIABILITIES AND SHAREHOLDERS' EQUITY
Medium- and long-term debt			$	1,002		$	968
Other liabilities				171			252
		Total liabilities		1,173			1,220
Fixed rate cumulative perpetual preferred stock, series F, no par value, $1,000 liquidation preference per share:
	Authorized — 2,250,000 shares
	Issued — 2,250,000 shares at 12/31/08			2,129			—
Common stock — $5 par value:
	Authorized — 325,000,000 shares
	Issued — 178,735,252 shares at 12/31/08 and 12/31/07			894			894
Capital surplus				722			564
Accumulated other comprehensive loss				(309	)		(177	)
Retained earnings				5,345			5,497
Less cost of common stock in treasury — 28,244,967 shares at 12/31/08 and 28,747,097 shares at 12/31/07				(1,629	)		(1,661	)
		Total shareholders' equity		7,152			5,117
		Total liabilities and shareholders' equity	$	8,325		$	6,337

139

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

STATEMENTS OF INCOME — COMERICA INCORPORATED

		Years Ended December 31
		2008			2007			2006
		(in millions)
INCOME
Income from subsidiaries
	Dividends from subsidiaries	$	267		$	614		$	746
	Other interest income		4			15			13
	Intercompany management fees		156			149			178
Other noninterest income			(32	)		15			13
	Total income		395			793			950
EXPENSES
Interest on medium- and long-term debt			50			60			52
Salaries and employee benefits			74			108			113
Net occupancy expense			8			7			2
Equipment expense			1			1			1
Other noninterest expenses			55			51			46
	Total expenses		188			227			214
Income before provision (benefit) for income taxes and equity in undistributed earnings of subsidiaries			207			566			736
Provision (benefit) for income taxes			(25	)		(22	)		(6	)
Income before equity in undistributed earnings of subsidiaries			232			588			742
Equity in undistributed earnings of subsidiaries, principally banks (including discontinued operations)			(19	)		98			151
NET INCOME			213			686			893
Preferred stock dividends			17			—			—
Net income applicable to common stock		$	196		$	686		$	893

140

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

STATEMENTS OF CASH FLOWS — COMERICA INCORPORATED

			Years Ended December 31
			2008			2007			2006
			(in millions)
OPERATING ACTIVITIES
Net income			$	213		$	686		$	893
Adjustments to reconcile net income to net cash provided by operating activities:
	Undistributed losses (earnings) of subsidiaries, principally banks (including discontinued operations)			19			(98	)		(151	)
	Depreciation and software amortization			1			1			1
	Share-based compensation expense			18			20			21
	Provision (benefit) for deferred income taxes			(10	)		(15	)		6
	Excess tax benefits from share-based compensation arrangements			—			(9	)		(9	)
	Other, net			19			49			43
		Net cash provided by operating activities		260			634			804
INVESTING ACTIVITIES
Net proceeds from private equity and venture capital investments				2			3			3
Capital transactions with subsidiaries				—			(62	)		(6	)
Net increase in fixed assets				(2	)		(1	)		(1	)
		Net cash (used in) provided by investing activities		—			(60	)		(4	)
FINANCING ACTIVITIES
Proceeds from issuance of medium- and long-term debt				—			665			—
Repayment of medium- and long-term debt				—			(510	)		—
Proceeds from issuance of common stock				1			89			45
Proceeds from issuance of preferred stock and related warrants				2,250			—			—
Purchase of common stock for treasury				(1	)		(580	)		(384	)
Dividends paid				(395	)		(390	)		(377	)
Excess tax benefits from share-based compensation arrangements				—			9			9
		Net cash used in financing activities		1,855			(717	)		(707	)
Net (decrease) increase in cash and cash equivalents				2,115			(143	)		93
Cash and cash equivalents at beginning of year				225			368			275
Cash and cash equivalents at end of year			$	2,340		$	225		$	368
Interest paid			$	51		$	57		$	50
Income taxes recovered			$	(3	)	$	(39	)	$	—

Note 27 — Sales of Businesses/Discontinued Operations

        In December 2006, the Corporation sold its ownership interest in Munder to an investor group. The sale, including associated costs and assigned goodwill, resulted in a net after-tax gain of $108 million, or $0.67 per average annual diluted share, in 2006. The sale agreement included an interest-bearing contingent note with an initial principal amount of $70 million, which will be realized if the Corporation's client-related revenues earned by Munder remain consistent with 2006 levels of approximately $17 million per year for the five years following the closing of the transaction (2007-2011). The principal amount of the note may be increased to a maximum of

141

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

$80 million or decreased to as low as zero, depending on the level of such revenues earned in the five years following the closing. Repayment of the principal is scheduled to begin after the sixth anniversary of the closing of the transaction from Munder's excess cash flows, as defined in the sale agreement. The note matures in December 2013. Future gains related to the contingent note are expected to be recognized periodically through the fourth quarter 2011 as targets for the Corporation's client-related revenues earned by Munder are achieved.

        As a result of the sale transaction, the Corporation reported Munder as a discontinued operation in all periods presented. The assets and liabilities related to the discontinued operations of Munder are not material and have not been reclassified on the consolidated balance sheets.

        The income from discontinued operations recorded in 2008 reflected the recognition of contingent gains and adjustments to the initial gain recorded at the closing of the Munder sale transaction. The components of net income from discontinued operations for the years ended December 31, 2008, 2007 and 2006, respectively, were as follows:

		2008		2007		2006
		(in millions, except per share data)
Income from discontinued operations before income taxes and cumulative effect of change in accounting principle		$	2	$	6	$	196
Provision for income taxes			1		2		77
Income from discontinued operations before cumulative effect of change in accounting principle			1		4		119
Cumulative effect of change in accounting principle, net of taxes			—		—		(8	)
Net income from discontinued operations		$	1	$	4	$	111
Basic earnings per common share:
	Income from discontinued operations before cumulative effect of change in accounting principle	$	0.01	$	0.03	$	0.74
	Net income from discontinued operations		0.01		0.03		0.69
Diluted earnings per common share:
	Income from discontinued operations before cumulative effect of change in accounting principle		—		0.03		0.73
	Net income from discontinued operations		—		0.03		0.68

        During the third quarter 2006, the Corporation completed the sale of its Mexican bank charter. Included in "net gain (loss) on sales of businesses" on the consolidated statements of income is a net loss on the sale of $12 million, which is reflected in the Corporation's Business Bank business segment and International geographic market segment. As part of the sale transaction, the Corporation transferred $24 million of loans and $18 million of liabilities to the buyer.

        In the fourth quarter 2006, the Corporation decided to sell a portfolio of loans related to manufactured housing, located primarily in Michigan and Ohio. In accordance with SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," approximately $74 million of loans were classified as held-for-sale, which were included in "other short-term investments" on the consolidated balance sheet at December 31, 2006. The Corporation recorded a $9 million charge-off to adjust the loans classified as held-for-sale to fair value. During the first quarter 2007, the Corporation completed the sale and transferred the $74 million of loans to the buyer for substantially the fair value recorded at December 31, 2006.

142

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 28 — Repurchase of Auction-Rate Securities

        On September 18, 2008, the Corporation announced an offer to repurchase, at par, auction-rate securities (ARS) held by certain retail and institutional clients that were purchased through Comerica Securities, a broker/dealer subsidiary of Comerica Bank. ARS that were the subject of functioning auctions or current calls or redemptions were not eligible for repurchase. The repurchase offers commenced in October 2008 and concluded in December 2008.

        The following table summarizes ARS repurchase activity for the year ended December 31, 2008.

		ARS Eligible for Repurchase									ARS Repurchased
								Repurchase Charge (1)			Fair Value (2)			Securities Gains
		Par Value			Fair Value
		(in millions)
At September 18, 2008 announcement		$	1,533		$	1,440		$	(96	)	$	—		$	—
Fourth quarter 2008 ARS activity:
	Repurchased from customers		(1,345	)		(1,259	)		—			1,259			—
	Called or redeemed subsequent to repurchase		—			—			—			(80	)		4
	Unrealized losses (3)		—			—			—			(32	)		—
	Not redeemed by customers (4)		(188	)		(181	)		8			—			—
At December 31, 2008		$	—		$	—		$	(88	)	$	1,147		$	4

(1)

Recorded in "litigation and operational losses" on the consolidated statements of income. Includes the difference between cost (par value) and fair value of the securities repurchased and other repurchase-related charges.

(2)

Recorded in "investment securities available-for-sale" on the consolidated balance sheets.

(3)

Declines in fair value subsequent to repurchase recognized in accumulated other comprehensive loss.

(4)

Includes ARS called by the issuer or redeemed at auction by customers prior to repurchase as well as ARS not submitted to the Corporation for repurchase by customers.

143

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

Note 29 — Summary of Quarterly Financial Statements (Unaudited)

        The following quarterly information is unaudited. However, in the opinion of management, the information reflects all adjustments, which are necessary for the fair presentation of the results of operations, for the periods presented.

		2008
		Fourth Quarter			Third Quarter		Second Quarter		First Quarter
		(in millions, except per share data)
Interest income		$	716		$	735	$	737	$	863
Interest expense			285			269		295		387
Net interest income			431			466		442		476
Provision for loan losses			192			165		170		159
Net securities gains			4			27		14		22
Noninterest income (excluding net securities gains)			170			213		228		215
Noninterest expenses			411			514		423		403
Provision (benefit) for income taxes			(17	)		—		35		41
Income from continuing operations			19			27		56		110
Income (loss) from discontinued operations, net of tax			1			1		—		(1	)
Net income			20			28		56		109
Preferred stock dividends			17			—		—		—
Net income applicable to common stock		$	3		$	28	$	56	$	109
Basic earnings per common share:
	Income from continuing operations	$	0.01		$	0.18	$	0.37	$	0.74
	Net income		0.02			0.19		0.37		0.73
Diluted earnings per common share:
	Income from continuing operations		0.01			0.18		0.37		0.73
	Net income		0.02			0.19		0.37		0.73

144

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Comerica Incorporated and Subsidiaries

		2007
		Fourth Quarter		Third Quarter		Second Quarter		First Quarter
		(in millions, except per share data)
Interest income		$	944	$	952	$	933	$	901
Interest expense			455		449		424		399
Net interest income			489		503		509		502
Provision for loan losses			108		45		36		23
Net securities gains			3		4		—		—
Noninterest income (excluding net securities gains)			227		226		225		203
Noninterest expenses			450		423		411		407
Provision for income taxes			44		85		91		86
Income from continuing operations			117		180		196		189
Income from discontinued operations, net of tax			2		1		—		1
Net income			119		181		196		190
Preferred stock dividends			—		—		—		—
Net income applicable to common stock		$	119	$	181	$	196	$	190
Basic earnings per common share:
	Income from continuing operations	$	0.78	$	1.18	$	1.28	$	1.21
	Net income		0.80		1.20		1.28		1.21
Diluted earnings per common share:
	Income from continuing operations		0.77		1.17		1.25		1.19
	Net income		0.79		1.18		1.25		1.19

145

REPORT OF MANAGEMENT

        The management of Comerica Incorporated (the Corporation) is responsible for the accompanying consolidated financial statements and all other financial information in this Annual Report. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and include amounts which of necessity are based on management's best estimates and judgments and give due consideration to materiality. The other financial information herein is consistent with that in the consolidated financial statements.

        In meeting its responsibility for the reliability of the consolidated financial statements, management develops and maintains effective internal controls, including those over financial reporting, as defined in the Securities and Exchange Act of 1934, as amended. The Corporation's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles, and that receipts and expenditures of the Corporation are made only in accordance with authorizations of management and directors of the Corporation; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation's assets that could have a material effect on the consolidated financial statements.

        Management assessed, with participation of the Corporation's Chief Executive Officer and Chief Financial Officer, internal control over financial reporting as it relates to the Corporation's consolidated financial statements presented in conformity with U.S. generally accepted accounting principles as of December 31, 2008. The assessment was based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that internal control over financial reporting is effective as it relates to the Corporation's consolidated financial statements presented in conformity with U.S. generally accepted accounting principles as of December 31, 2008.

        Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        The consolidated financial statements as of December 31, 2008 were audited by Ernst & Young LLP, an independent registered public accounting firm. The audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), which required the independent public accountants to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting is maintained in all material respects.

        The Corporation's Board of Directors oversees management's internal control over financial reporting and financial reporting responsibilities through its Audit Committee as well as various other committees. The Audit Committee, which consists of directors who are not officers or employees of the Corporation, meets regularly with management, internal audit and the independent public accountants to assure that the Audit Committee, management, internal auditors and the independent public accountants are carrying out their responsibilities, and to review auditing, internal control and financial reporting matters.

Ralph W. Babb Jr.
Chairman, President and
Chief Executive Officer Elizabeth S. Acton
Executive Vice President and
Chief Financial Officer Marvin J. Elenbaas
Senior Vice President and
Chief Accounting Officer

146

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Comerica Incorporated

        We have audited Comerica Incorporated's internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Comerica Incorporated's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, Comerica Incorporated maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2008 consolidated financial statements of Comerica Incorporated and subsidiaries and our report dated February 20, 2009 expressed an unqualified opinion thereon.

Dallas, Texas
February 20, 2009

147

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Comerica Incorporated

        We have audited the accompanying consolidated balance sheets of Comerica Incorporated and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Comerica Incorporated and subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Comerica Incorporated's internal control over financial reporting as of December 31, 2008, based on criteria established in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2009, expressed an unqualified opinion thereon.

Dallas, Texas
February 20, 2009

148

HISTORICAL REVIEW — AVERAGE BALANCE SHEETS

Comerica Incorporated and Subsidiaries

CONSOLIDATED FINANCIAL INFORMATION

		Years Ended December 31
		2008			2007			2006			2005			2004
		(in millions)
ASSETS
Cash and due from banks		$	1,185		$	1,352		$	1,557		$	1,721		$	1,685
Federal funds sold and securities purchased under agreements to resell			93			164			283			390			1,695
Interest-bearing deposits with banks			219			15			110			30			25
Other short-term investments			244			241			156			135			201
Investment securities available-for-sale			8,101			4,447			3,992			3,861			4,321
Commercial loans			28,870			28,132			27,341			24,575			22,139
Real estate construction loans			4,715			4,552			3,905			3,194			3,264
Commercial mortgage loans			10,411			9,771			9,278			8,566			7,991
Residential mortgage loans			1,886			1,814			1,570			1,388			1,237
Consumer loans			2,559			2,367			2,533			2,696			2,668
Lease financing			1,356			1,302			1,314			1,283			1,272
International loans			1,968			1,883			1,809			2,114			2,162
	Total loans		51,765			49,821			47,750			43,816			40,733
Less allowance for loan losses			(691	)		(520	)		(499	)		(623	)		(787	)
	Net loans		51,074			49,301			47,251			43,193			39,946
Accrued income and other assets			4,269			3,054			3,230			3,176			3,075
	Total assets	$	65,185		$	58,574		$	56,579		$	52,506		$	50,948
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits		$	10,623		$	11,287		$	13,135		$	15,007		$	14,122
Interest-bearing deposits			31,380			30,647			28,939			25,633			26,023
	Total deposits		42,003			41,934			42,074			40,640			40,145
Short-term borrowings			3,763			2,080			2,654			1,451			275
Accrued expenses and other liabilities			1,520			1,293			1,268			1,132			947
Medium- and long-term debt			12,457			8,197			5,407			4,186			4,540
	Total liabilities		59,743			53,504			51,403			47,409			45,907
Total shareholders' equity			5,442			5,070			5,176			5,097			5,041
	Total liabilities and shareholders' equity	$	65,185		$	58,574		$	56,579		$	52,506		$	50,948

149

HISTORICAL REVIEW — STATEMENTS OF INCOME

Comerica Incorporated and Subsidiaries

CONSOLIDATED FINANCIAL INFORMATION

			Years Ended December 31
			2008		2007			2006			2005			2004
			(in millions, except per share data)
INTEREST INCOME
Interest and fees on loans			$	2,649	$	3,501		$	3,216		$	2,554		$	2,055
Interest on investment securities				389		206			174			148			147
Interest on short-term investments				13		23			32			24			36
		Total interest income		3,051		3,730			3,422			2,726			2,238
INTEREST EXPENSE
Interest on deposits				734		1,167			1,005			548			315
Interest on short-term borrowings				87		105			130			52			4
Interest on medium- and long-term debt				415		455			304			170			108
		Total interest expense		1,236		1,727			1,439			770			427
		Net interest income		1,815		2,003			1,983			1,956			1,811
Provision for loan losses				686		212			37			(47	)		64
		Net interest income after provision for loan losses		1,129		1,791			1,946			2,003			1,747
NONINTEREST INCOME
Service charges on deposit accounts				229		221			218			218			231
Fiduciary income				199		199			180			174			166
Commercial lending fees				69		75			65			63			55
Letter of credit fees				69		63			64			70			66
Card fees				58		54			46			39			32
Brokerage fees				42		43			40			36			36
Foreign exchange income				40		40			38			37			37
Bank-owned life insurance				38		36			40			38			34
Net securities gains				67		7			—			—			—
Net gain (loss) on sales of businesses				—		3			(12	)		1			7
Income from lawsuit settlement				—		—			47			—			—
Other noninterest income				82		147			129			143			144
		Total noninterest income		893		888			855			819			808
NONINTEREST EXPENSES
Salaries				781		844			823			786			736
Employee benefits				194		193			184			178			154
		Total salaries and employee benefits		975		1,037			1,007			964			890
Net occupancy expense				156		138			125			118			122
Equipment expense				62		60			55			53			54
Outside processing fee expense				104		91			85			77			67
Software expense				76		63			56			49			43
Customer services				13		43			47			69			23
Litigation and operational losses				103		18			11			14			24
Provision for credit losses on lending-related commitments				18		(1	)		5			18			(12	)
Other noninterest expenses				244		242			283			251			247
		Total noninterest expenses		1,751		1,691			1,674			1,613			1,458
Income from continuing operations before income taxes				271		988			1,127			1,209			1,097
Provision for income taxes				59		306			345			393			349
Income from continuing operations				212		682			782			816			748
Income from discontinued operations, net of tax				1		4			111			45			9
NET INCOME				213		686			893			861			757
Preferred stock dividends				17		—			—			—			—
Net income applicable to common stock			$	196	$	686		$	893		$	861		$	757
Basic earnings per common share:
	Income from continuing operations		$	1.30	$	4.47		$	4.88		$	4.90		$	4.36
	Net income			1.31		4.49			5.57			5.17			4.41
Diluted earnings per common share:
	Income from continuing operations			1.29		4.40			4.81			4.84			4.31
	Net income			1.29		4.43			5.49			5.11			4.36
Cash dividends declared on common stock				348		393			380			367			356
Cash dividends declared per common share				2.31		2.56			2.36			2.20			2.08

150

HISTORICAL REVIEW — STATISTICAL DATA

Comerica Incorporated and Subsidiaries

CONSOLIDATED FINANCIAL INFORMATION

		Years Ended December 31
		2008			2007			2006			2005			2004
AVERAGE RATES (FULLY TAXABLE EQUIVALENT BASIS)
Federal funds sold and securities purchased under agreements to resell			2.08	%		5.28	%		5.15	%		3.29	%		1.36	%
Interest-bearing deposits with banks			0.61			4.00			5.86			9.97			6.99
Other short-term investments			3.98			5.75			7.26			6.62			5.69
Investment securities available-for-sale			4.83			4.56			4.22			3.76			3.36
Commercial loans			5.08			7.25			6.87			5.62			4.22
Real estate construction loans			4.89			8.21			8.61			7.23			5.43
Commercial mortgage loans			5.57			7.26			7.27			6.23			5.19
Residential mortgage loans			5.94			6.13			6.02			5.74			5.68
Consumer loans			5.08			7.00			7.13			5.89			4.73
Lease financing			0.59			3.04			4.00			3.81			4.06
International loans			5.13			7.06			7.01			5.98			4.69
	Total loans		5.13			7.03			6.74			5.84			5.05
	Interest income as a percentage of earning assets		5.06			6.82			6.53			5.65			4.76
Domestic deposits			2.33			3.77			3.42			2.07			1.17
Deposits in foreign offices			2.77			4.85			4.82			4.18			2.60
	Total interest-bearing deposits		2.34			3.81			3.47			2.14			1.21
Short-term borrowings			2.30			5.06			4.89			3.59			1.25
Medium- and long-term debt			3.33			5.55			5.63			4.05			2.39
	Interest expense as a percentage of interest-bearing sources		2.59			4.22			3.89			2.46			1.38
Interest rate spread			2.47			2.60			2.64			3.19			3.38
Impact of net noninterest-bearing sources of funds			0.55			1.06			1.15			0.87			0.48
Net interest margin as a percentage of earning assets			3.02	%		3.66	%		3.79	%		4.06	%		3.86	%
RATIOS
Return on average common shareholders' equity			3.79	%		13.52	%		17.24	%		16.90	%		15.03	%
Return on average assets			0.33			1.17			1.58			1.64			1.49
Efficiency ratio			66.17			58.58			58.92			58.01			55.60
Tier 1 common capital as a percentage of risk-weighted assets			7.08			6.85			7.54			7.78			8.13
Tier 1 capital as a percentage of risk-weighted assets			10.66			7.51			8.03			8.38			8.77
Total capital as a percentage of risk-weighted assets			14,72			11.20			11.64			11.65			12.75
Tangible common equity as a percentage of tangible assets			7.21			7.97			8.62			9.16			9.39
PER COMMON SHARE DATA
Book value at year-end		$	33.31		$	34.12		$	32.70		$	31.11		$	29.94
Market value at year-end			19.85			43.53			58.68			56.76			61.02
Market value for the year
	High		54.00			63.89			60.10			63.38			63.80
	Low		15.05			39.62			50.12			53.17			50.45
OTHER DATA (share data in millions)
Average common shares outstanding — basic			149			153			160			167			172
Average common shares outstanding — diluted			151			155			162			169			174
Number of banking centers			439			417			393			383			379
Number of employees (full-time equivalent)
	Continuing operations		10,186			10,782			10,700			10,636			10,720
	Discontinued operations		—			—			—			180			172

151

EX-21

Exhibit 21

Subsidiaries of Registrant

As of December 31, 2008

Name	State or Jurisdiction of Incorporation or Organization
Cass & Co.	Cayman Islands
CDV I Incorporated	Delaware
Comerica AHOC, LLC	Delaware
Comerica Assurance Ltd.	Bermuda
Comerica Bank	Michigan
Comerica Bank & Trust, National Association	United States
Comerica (Bermuda), Ltd. (f/k/a Comerica Trust Company of Bermuda, Ltd.)	Bermuda
Comerica California Preferred Capital, LLC	Delaware
Comerica Capital Advisors Incorporated	Delaware
Comerica Capital Markets Corporation	Michigan
Comerica Capital Trust II	Delaware
Comerica Coastal Incorporated	Delaware
Comerica do Brasil Participacoes e Servicos Ltda.	Brazil
Comerica Equities Incorporated	Delaware
Comerica Financial Incorporated (f/k/a/ Comerica AutoLease, Inc.)	Michigan
Comerica Holdings Incorporated	Delaware
Comerica Insurance Group, Inc.	Michigan
Comerica Insurance Services, Inc.	Michigan
Comerica Insurance Services of Texas Incorporated (f/k/a CMA Insurance Services, Inc.)	Texas
Comerica International Corporation	USA
Comerica Investments, LLC	Delaware
Comerica Investment Services, Inc.	Michigan
Comerica Leasing Corporation (f/k/a CMCA Lease, Inc.)	Michigan
Comerica Management Company	Michigan
Comerica Merchant Services, Inc.	Delaware
Comerica Preferred Capital, LLC	Delaware
Comerica Properties Corporation	Michigan
Comerica Securities, Inc.	Michigan
Comerica Texas Preferred Capital, LLC	Delaware
Comerica Trade Services Limited	Hong Kong
Comerica Ventures Incorporated (f/k/a Imperial Ventures, Inc.)	California
Comerica West Enterprises Incorporated	Delaware
Comerica West Financial Incorporated	Delaware

DFP Luxembourg S.A.	Luxembourg
FR Chelsea Commons II, LLC	Delaware
FR Chelsea Commons III, LLC	Delaware
FR Del Mar Village, LLC	Delaware
FR Del Mar Village II, LLC	Delaware
FR Wellington, LLC	Delaware
Imperial Capital Trust I	Delaware
Interstate Select Insurance Services, Inc.	California
NBF Reverse Exchange, LLC	Delaware
NBFRE 31, LLC	Delaware
NBFRE 37, LLC	Delaware
NBFRE 39, LLC	Delaware
NBFRE 40, LLC	Delaware
NBFRE 41, LLC	Delaware
NBFRE 42, LLC	Delaware
NBFRE 43, LLC	Delaware
Rica & Co., Ltd.	British Virgin Islands
ROC Technologies Inc.	Delaware
VRB Corp.	Michigan
VRB Douglas Road, LLC	Delaware
VRB Orland, LLC	Delaware
VRB Wasco, LLC	Delaware
VRB Croftwood, LLC	Delaware
VRB Country Villas, LLC	Delaware
WAM Holdings, Inc.	Delaware
Wilson, Kemp & Associates, Inc.	Michigan
World Asset Management, Inc.	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Comerica Incorporated of our report dated February 20, 2009, with respect to the consolidated financial statements of Comerica Incorporated, included in the 2008 Annual Report to Shareholders of Comerica Incorporated.

We consent to the incorporation by reference in the following Registration Statements:

Registration Statement No. 33-42485 on Form S-8 dated August 29, 1991

Registration Statement No. 33-45500 on Form S-8 dated February 11, 1992

Registration Statement No. 33-49964 on Form S-8 dated July 23, 1992

Registration Statement No. 33-49966 on Form S-8 dated July 23, 1992

Registration Statement No. 33-53220 on Form S-8 dated October 13, 1992

Registration Statement No. 33-53222 on Form S-8 dated October 13, 1992

Registration Statement No. 33-58823 on Form S-8 dated April 26, 1995

Registration Statement No. 33-58837 on Form S-8 dated April 26, 1995

Registration Statement No. 33-58841 on Form S-8 dated April 26, 1995

Registration Statement No. 33-65457 on Form S-8 dated December 29, 1995

Registration Statement No. 33-65459 on Form S-8 dated December 29, 1995

Registration Statement No. 333-00839 on Form S-8 dated February 9, 1996

Registration Statement No. 333-04297 on Form S-3 dated May 22, 1996

Registration Statement No. 333-24569 on Form S-8 dated April 4, 1997

Registration Statement No. 333-24567 on Form S-8 dated April 4, 1997

Registration Statement No. 333-24565 on Form S-8 dated April 4, 1997

Registration Statement No. 333-24555 on Form S-8 dated April 4, 1997

Registration Statement No. 333-37061 on Form S-8 dated October 2, 1997

Registration Statement No. 333-48118 on Form S-8 dated October 18, 2000

Registration Statement No. 333-48120 on Form S-8 dated October 18, 2000

Registration Statement No. 333-48122 on Form S-8 dated October 18, 2000

Registration Statement No. 333-48124 on Form S-8 dated October 18, 2000

Registration Statement No. 333-48126 on Form S-8 dated October 18, 2000

Registration Statement No. 333-50966 on Form S-8 dated November 30, 2000

Registration Statement No. 333-51042 on Form S-8 to Form S-4 dated February 6, 2001

Registration Statement No. 333-63090 on Form S-3 dated June 15, 2001 as amended on

Form S-3/A dated July 10, 2001

Registration Statement No. 333-104163 on Form S-8 dated March 31, 2003

Registration Statement No. 333-104164 on Form S-8 dated March 31, 2003

Registration Statement No. 333-48124 on Form S-8 dated August 14, 2003

Registration Statement No. 333-107962 on Form S-8 dated August 14, 2003

Registration Statement No. 333-110791 on Form S-8 dated November 26, 2003

Registration Statement No. 333-110792 on Form S-8 dated November 26, 2003

Registration Statement No. 333-117788 on Form S-8 dated July 30, 2004

Registration Statement No. 333-136053 on Form S-8 dated July 26, 2006

Registration Statement No. 333-138924 on Form S-3 dated November 22, 2006

of our reports dated February 20, 2009, with respect to the consolidated financial statements of Comerica Incorporated and the effectiveness of internal control over financial reporting of Comerica Incorporated incorporated herein by reference for the year ended December 31, 2008.

February 20, 2009

Dallas, Texas

/s/ Ernst & Young LLP

EX-31.1

Exhibit 31.1

Chairman, President and CEO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ralph W. Babb, Jr., Chairman, President and Chief Executive Officer of Comerica Incorporated (the “Registrant”), certify that:

1.I have reviewed this annual report on Form 10-K of the Registrant for the year ended December 31, 2008;

2. Based on my knowledge, this report  does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 24, 2009	/s/ Ralph W. Babb, Jr.
	Ralph W. Babb, Jr.
	Chairman, President and
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Elizabeth S. Acton, Executive Vice President and Chief Financial Officer of Comerica Incorporated (the “Registrant”), certify that:

1.I have reviewed this annual report on Form 10-K of the Registrant for the year ended December 31, 2008;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 24, 2009	/s/ Elizabeth S. Acton
	Elizabeth S. Acton
	Executive Vice President and
	Chief Financial Officer

EX-32

Exhibit 32

Section 1350 Certification of Periodic Report (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Ralph W. Babb, Jr., Chairman, President and Chief Executive Officer, and Elizabeth S. Acton, Executive Vice President and Chief Financial Officer, of Comerica Incorporated (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 24, 2009
	/s/ Ralph W. Babb, Jr.
	Name: Ralph W. Babb, Jr.
	Chairman, President and
	Chief Executive Officer
	/s/ Elizabeth S. Acton
	Name: Elizabeth S. Acton
	Executive Vice President and
	Chief Financial Officer