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TABLE OF CONTENTS
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. ˝ 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 ˝

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. ˝ 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. ˝

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 ˝ Accelerated filer o Non- Smaller reporting company o


accelerated filer o
(Do not check if a
smaller
reporting company)

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

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


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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

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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
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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

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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

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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.
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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

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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.

17

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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.
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Divide n ds Divide n d*
Q u arte r High Low Pe r S h are Yie ld
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.

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Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2008

Nu m be r of Nu m be r of
se cu ritie s to be W e ighte d- se cu ritie s re m aining
issu e d u pon ave rage available for fu ture
e xe rcise of e xe rcise price issu an ce u n de r
ou tstan ding of ou tstan ding e qu ity com pe n sation
options, options, plan s (e xcluding
warran ts and warran ts and se cu ritie s re fle cte d
rights rights in colum n (a))
Plan C ate gory (a) (b) (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

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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

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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.

Maxim u m
Nu m be r of
Total Num be r of S h are s that May
S h are s Purchase d as Ye t Be
Part of Pu blicly Purchase d Un de r
Total Num be r of Ave rage Price An n ou n ce d Plans or the Plans or
Mon th En de d S h are s Purchase d(1) Paid Pe r S h are Program s Program s
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.

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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.

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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
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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 T he following cross-reference index shows the page All other sections of the 2008 Annual
Form 10-K is included in the 2008 Annual Report to location in the 2008 Annual Report to Shareholders or Report to Shareholders or the 2009 Proxy
Shareholders or in the 2009 P roxy Statement used in the section of the 2009 P roxy Statement of only that Statement are not required in this Form 10-K
connection with the 2009 Annual Meeting of information which is to be incorporated by reference and are not to be considered a part of this
Shareholders to be held on May 19, 2009. into this Form 10-K. Form 10-K.
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Page Nu m be r of 2008 An n u al
Re port to S h are h olde rs or
S e ction of 2009 Proxy State m e n t
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

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Page Nu m be r of 2008 An n u al
Re port to S h are h olde rs or
S e ction of 2009 Proxy State m e n t
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

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Page Nu m be r of 2008 An n u al
Re port to S h are h olde rs or
S e ction of 2009 Proxy State m e n t
Compensation Committee
ITEM 11. Executive Compensation 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
Director Independence and
ITEM 13. Certain Relationships and Related Transactions, and Director Independence 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

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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:
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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).

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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).

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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).

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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.

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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.
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/s/ RALPH W. BABB, JR. Chairman, President and Chief Executive Officer
and Director (Principal Executive Officer)

Ralph W. Babb, Jr.

/s/ ELIZABETH S. ACTON Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Elizabeth S. Acton

/s/ MARVIN J. ELENBAAS Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

Marvin J. Elenbaas

/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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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

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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.

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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.

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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

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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

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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

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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

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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.

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
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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,

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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:
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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,

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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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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).

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

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)


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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


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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.

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
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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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Exhibit 10.18

1999 COMERICA INCORPORATED

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

(Amended and Restated Effective December 31, 2008)


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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.

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
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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.

16

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
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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

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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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Exhibit 10.19

1999 COMERICA INCORPORATED


AMENDED AND RESTATED
COMMON STOCK DEFERRED INCENTIVE AWARD PLAN
(AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)
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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

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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.

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

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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

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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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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)


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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

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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.

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
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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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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)


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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:

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
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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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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)


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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
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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.

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
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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.

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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 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.

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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.

A-3

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)

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


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Comerica has no relevant prior disciplinary history.


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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.

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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

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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;

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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

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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):

o A personal, business or bank check for the full amount;

o Wire transfer;

o Credit card authorization for the full amount;(1) or

o The 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.

Use these links to rapidly review the document


FINANCIAL REVIEW AND REPORTS Comerica Incorporated and Subsidiaries

Table of Contents

FINANCIAL REVIEW AND REPORTS

Comerica Incorporated and Subsidiaries


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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

Table of Contents

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)
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GRAPHIC

The performance shown on the graph is not necessarily indicative of future performance.

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Table of Contents

TABLE 1: SELECTED FINANCIAL DATA

Ye ars En de d De ce m be r 31
2008 2007 2006 2005 2004
(dollar am ou n ts in m illion s,
e xce pt pe r sh are 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

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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.

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Table of Contents

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.

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Table of Contents

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

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Table of Contents

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.

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TABLE 2: ANALYSIS OF NET INTEREST INCOME


Fully Taxable Equivalent (FTE)
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Ye ars En de d De ce m be r 31
2008 2007 2006
Ave rage Ave rage Ave rage Ave rage Ave rage Ave rage
Balan ce Inte re st Rate Balan ce Inte re st Rate Balan ce Inte re st Rate
(dollar am ou n ts in m illion s)
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) —
T otal 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
T otal 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
T otal 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
T otal 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
T otal 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
T otal 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
T otal 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
T otal liabilities and shareholders' equity $ 65,185 $ 58,574 $ 56,579
Net interest income/rate spread (FT E) $ 1,821 2.47 $ 2,006 2.60 $ 1,986 2.64
FT E 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) (FT E) (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)%
T otal loans (0.03) (0.18) (0.32)
Net interest margin (FT E) (assuming loans (0.01) (0.08) (0.16)
were funded by noninterest-bearing
deposits)
(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) T he gain or loss attributable to the effective portion of cash flow hedges of loans is shown in "Business loan swap income (expense)". T he 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) T he FT E adjustment is computed using a federal income tax rate of 35%.

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TABLE 3: RATE-VOLUME ANALYSIS


Fully Taxable Equivalent (FTE)

2008/2007 2007/2006
Incre ase Incre ase Incre ase Incre ase
(De cre ase ) (De cre ase ) Ne t (De cre ase ) (De cre ase ) Ne t
Du e to Du e to Incre ase Du e to Du e to Incre ase
Rate Volum e * (De cre ase ) Rate Volum e * (De cre ase )
(in m illion s)
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.

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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.
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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

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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

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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.

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NONINTEREST INCOME

Ye ars En de d
De ce m be r 31
2008 2007 2006
(in m illion s)
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
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$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.

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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.

Ye ars En de d De ce m be r 31
2008 2007 2006
(in m illion s)
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.

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NONINTEREST EXPENSES

Ye ars En de d De ce m be r 31
2008 2007 2006
(in m illion s)
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.

Ye ars En de d
De ce m be r 31
2008 2007 2006
(in m illion s)
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

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($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

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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.

Ye ars En de d
De ce m be r 31
2008 2007 2006
(in m illion s)
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

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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.

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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.

Ye ars En de d De ce m be r 31
2008 2007 2006
(dollar am ou n ts in m illion s)
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.

**
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** 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

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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.

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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.

Ye ars En de d De ce m be r 31
2008 2007 2006
(dollar am ou n ts in m illion s)
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

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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,

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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.

De ce m be r 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

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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


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De ce m be r 31
2008 2007 2006 2005 2004
(in m illion s)
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

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TABLE 5: LOAN MATURITIES AND INTEREST RATE SENSITIVITY

Loan s Maturin g
Afte r O n e
W ith in Bu t W ith in Afte r
De ce m be r 31, 2008 O n e Ye ar * Five Ye ars Five Ye ars Total
(in m illion s)
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.

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Loans

The following tables detail the Corporation's average loan portfolio by loan type, business line and geographic market.

Ye ars En de d De ce m be r 31
Pe rce n t
Ave rage Loan s By Loan Type : 2008 2007 C h an ge C h an ge
(dollar am ou n ts in m illion s)
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.

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Ye ars En de d De ce m be r 31
Pe rce n t
Ave rage Loan s By Bu sin e ss Lin e : 2008 2007 C h an ge C h an ge
(dollar am ou n ts in m illion s)
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.


Ye ars En de d De ce m be r 31
Pe rce n t
2008 2007 C h an ge C h an ge
(dollar am ou n ts in m illion s)
Ave rage Loan s By Ge ograph ic Mark e t:
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

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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)

W e ighte d
Maturity *
Ave rage
W ith in 1 Ye ar 1–5 Ye ars 5–10 Ye ars Afte r 10 Ye ars Total Maturity
De ce m be r 31, 2008 Am ou n t Yie ld Am ou n t Yie ld Am ou n t Yie ld Am ou n t Yie ld Am ou n t Yie ld Yrs./Mos.
(dollar am ou n ts in m illion s)
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.

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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
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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)

Ban k s an d
Gove rn m e n t O the r C om m e rcial
an d O fficial Finan cial an d
De ce m be r 31 Institu tion s Institu tion s Indu strial Total
(in m illion s)
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.

Ye ars En de d
De ce m be r 31 Pe rce n t
2008 2007 C h an ge C h an ge
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 m illion s)
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

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$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.
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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

Ye ars En de d De ce m be r 31
2008 2007 2006 2005 2004
(dollar am ou n ts in m illion s)
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

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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.

Ye ars En de d De ce m be r 31
2008 2007 2006 2005 2004
(dollar am ou n ts in m illion s)
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

De ce m be r 31
2008 2007 2006 2005 2004
Allocate d Allowance Allocate d Allocate d Allocate d Allocate d
(dollar am ou n ts in m illion s) Allowance Ratio* % ** Allowance % ** Allowance % ** Allowance % ** 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
T otal $ 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.

Ye ars En de d
De ce m be r 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 1.6x 3.7x 8.2x

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

De ce m be r 31
2008 2007 2006 2005 2004
(dollar am ou n ts in m illion s)
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 m illion s)
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.

Nu m be r of
(dollar am ou n ts in m illion s) Re lation sh ips Balan ce
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
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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.

De ce m be r 31
2008 2007
(dollar am ou n ts in m illion s)
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.

De ce m be r 31, Ye ar En de d De ce m be r 31, 2008


2008 Loan s Tran sfe rre d to Non-
Indu stry C ate gory Non accru al Loan s Accrual (1) Ne t Loan C h arge -O ffs
(dollar am ou n ts in m illion s)
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.

De ce m be r 31
2008 2007
(dollar am ou n ts
in m illion s)
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:
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De ce m be r 31
2008 2007
Pe rce n t of Pe rce n t of
Loan s Total Total Loan s Total Total
O u tstan ding Loan s Exposure O u tstan ding Loan s Exposure
(in m illion s)
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.

Ye ars En de d De ce m be r 31
2008 2007
(in m illion s)
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

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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.

De ce m be r 31, 2008
Location of Prope rty
O the r Pe rce n t of
Proje ct Type : W e ste rn Mich igan Te xas Florida Mark e ts Total Total
(dollar am ou n ts in m illion s)
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 i