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PROXY STATEMENT TABLE OF CONTENTS

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Comerica Incorporated

Proxy Statement and Notice of
2011 Annual Meeting of Shareholders

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Comerica Incorporated
Comerica Bank Tower
1717 Main Street
Dallas, Texas 75201

March [             ], 2011

Dear Shareholder,

It is our pleasure to invite you to attend the 2011 Annual Meeting of Shareholders of Comerica Incorporated at 9:30 a.m., Central Time, on Tuesday, April 26, 2011 at Comerica Bank Tower, 1717 Main Street, 4^th Floor, Dallas, Texas 75201. Registration will begin at 8:30 a.m., Central Time. A map showing the location of the Annual Meeting is on the back cover of the accompanying proxy statement.

The annual report, which we are simultaneously mailing or otherwise providing to you (or which we previously mailed or otherwise provided to you), summarizes Comerica's major developments during 2010 and includes the 2010 consolidated financial statements.

Whether or not you plan to attend the Annual Meeting, please submit your proxy promptly so that your shares will be voted as you desire.

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PROXY STATEMENT

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COMERICA INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2011

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We invite you to attend the Comerica Incorporated Annual Meeting of Shareholders for the following purposes:

1.

To elect four Class III directors nominated by the Board of Directors for one-year terms expiring in 2012 or upon the election and qualification of their successors;



2.

To ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2011;



3.

To approve the Comerica Incorporated 2011 Management Incentive Plan;



4.

To amend the Certificate of Incorporation and Bylaws to eliminate supermajority voting provisions;



5.

To approve a non-binding, advisory proposal approving executive compensation;



6.

To vote on a non-binding, advisory proposal regarding the frequency that shareholders are to be presented with advisory proposals approving executive compensation (every one, two or three years); and



7.

To transact any other business that is properly submitted before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The record date for the Annual Meeting is February 25, 2011 (the "Record Date"). Only shareholders of record at the close of business on the Record Date can vote at the Annual Meeting. Comerica mailed this Notice of Annual Meeting to those shareholders. Action may be taken at the Annual Meeting on any of the foregoing proposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed.

Comerica will have a list of shareholders who can vote at the Annual Meeting available for inspection by shareholders at the Annual Meeting and, for 10 days prior to the Annual Meeting, during regular business hours at the offices of the Comerica Corporate Legal Department, Comerica Bank Tower, 1717 Main Street, Dallas, Texas 75201.

If you plan to attend the Annual Meeting but are not a shareholder of record because you hold your shares in street name, please bring evidence of your beneficial ownership of your shares with you to the Annual Meeting. See the "Questions and Answers" section of the proxy statement for a discussion of the difference between a shareholder of record and a street name holder.

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Whether or not you plan to attend the Annual Meeting and whether you own a few or many shares of stock, the Board of Directors urges you to vote promptly. Registered holders may vote by signing, dating and returning the enclosed proxy card, if applicable, by using the automated telephone voting system, or by using the Internet voting system. "Street name" holders must vote their shares in the manner prescribed by their brokerage firm, bank or other nominee. You will find instructions for voting in the "Questions and Answers" section of the proxy statement.

March [             ], 2011

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Comerica Incorporated
Comerica Bank Tower
1717 Main Street
Dallas, Texas 75201

2011 PROXY STATEMENT

QUESTIONS AND ANSWERS

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What is a proxy?

A proxy is your authorization for someone else to vote for you in the way that you want to vote. When you complete and submit a proxy card or use the automated telephone voting system or the Internet voting system, you are submitting a proxy. The Board of Directors of Comerica Incorporated ("Comerica" or the "Company") is soliciting this proxy. All references in this proxy statement to "you" will mean you, the shareholder, and to "yours" will mean the shareholder's or shareholders', as appropriate.

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What is a proxy statement?

A proxy statement is a document the United States Securities and Exchange Commission (the "SEC") requires to explain the matters on which you are asked to vote on by proxy and to disclose certain related information. This proxy statement and, if applicable, the accompanying proxy card were first mailed to the shareholders on or about March [             ], 2011.

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Who can vote?

Only record holders of Comerica's common stock at the close of business on February 25, 2011, the Record Date, can vote at the Annual Meeting. Each shareholder of record has one vote, for each share of common stock owned, on each matter presented for a vote at the Annual Meeting.

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What is the difference between a shareholder of record and a "street name" holder?

If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee, then the brokerage firm, bank or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in "street name." Street name holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares. See "How can I vote?" below.

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How can I vote?

If you are a shareholder of record as of the Record Date, as opposed to a street name holder, you will be able to vote in four ways: In person, by telephone, by the Internet, or (in most cases) by proxy card. If you previously enrolled in a program to receive electronic versions of Comerica's annual report and proxy statement instead of receiving the printed versions, however, you may

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receive an email notice rather than a proxy card, in which case the email notice will provide you with the information you will need to vote.

To vote by proxy card, sign, date and return the enclosed proxy card, if applicable. To vote by using the automated telephone voting system or the Internet voting system, the instructions for shareholders of record are as follows:

        TO VOTE BY TELEPHONE: 1-800-560-1965

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Use any touch-tone telephone to vote your proxy.



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Have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available when you call.



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Follow the simple instructions the system provides you.



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You may dial this toll free number at your convenience, 24 hours a day, 7 days a week. The deadline for telephone voting is 11:59 p.m. (Central Time), April 25, 2011. For shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 24, 2011.

(OR)

        TO VOTE BY THE INTERNET:            http://www.ematerials.com/cma

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Use the Internet to vote your proxy.



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Have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available when you access the website.



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Follow the simple instructions to obtain your records and create an electronic ballot.



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You may log on to this Internet site at your convenience, 24 hours a day, 7 days a week. The deadline for Internet voting is 11:59 p.m. (Central Time), April 25, 2011. For shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 24, 2011.

If you submit a proxy to Comerica before the Annual Meeting, the persons named as proxies will vote your shares as you direct. If no instructions are specified, the proxy will be voted for the four Class III directors nominated by the Board of Directors; for the ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2011; for the approval of the Comerica Incorporated 2011 Management Incentive Plan; for the amendment to the Certificate of Incorporation and Bylaws to eliminate supermajority voting provisions; for the approval of executive compensation; and for "one year" as the frequency that shareholders are to be presented with advisory proposals approving executive compensation.

You may revoke a proxy at any time before the proxy is exercised by:

(1)

delivering written notice of revocation to the Corporate Secretary of Comerica at the Corporate Legal Department, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201;



(2)

submitting another properly completed proxy card that is later dated;



(3)

voting by telephone at a subsequent time;



(4)

voting by the Internet at a subsequent time; or



(5)

voting in person at the Annual Meeting.

If you hold your shares in "street name," you must vote your shares in the manner prescribed by your brokerage firm, bank or other nominee. Your brokerage firm, bank or other nominee should

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have enclosed or otherwise provided a voting instruction card for you to use in directing the brokerage firm, bank or other nominee how to vote your shares. If you hold your shares in street name and you want to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker and present it at the Annual Meeting.

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What is a quorum?

There were 177,105,588 shares of Comerica's common stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares, or 88,552,795 shares, present or represented by proxy at the meeting, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.

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What vote is required?

Directors:    If a quorum exists, the nominees for Class III director receiving a majority of the votes cast (i.e., the number of shares voted "for" a director nominee exceeds the number of votes cast "against" that nominee) will be elected as Class III directors. Votes cast will include only votes cast with respect to shares present in person or represented by proxy at the meeting and entitled to vote and will exclude abstentions. Therefore, shares not present at the meeting, broker non-votes (described below) and shares voting "abstain" have no effect on the election of directors. If the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the meeting.

Proposal Regarding the Frequency of Shareholder Say on Pay Votes:    If a quorum exists, the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be deemed to be the frequency for the advisory vote on executive compensation that has been selected by shareholders. Therefore, abstentions will have no effect on the outcome of the voting on that proposal. Broker non-votes (described below) will not be counted as eligible to vote on the applicable proposal and, therefore, also will have no effect on the outcome of the voting on that proposal.

Other Proposals:    If a quorum exists, the proposals: (i) to ratify the appointment of Ernst & Young LLP as independent auditors; (ii) to approve the Comerica Incorporated 2011 Management Incentive Plan; (iii) to amend the Certificate of Incorporation and Bylaws to eliminate supermajority provisions and (iv) to approve a nonbinding, advisory proposal to approve executive compensation must receive the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal in question. Therefore, abstentions will have the same effect as voting against the applicable proposal. Broker non-votes will not be counted as eligible to vote on the applicable proposal and, therefore, will have no effect on the outcome of the voting on that proposal.

If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote under the rules of the stock exchange or other organization of which it is a member. In this situation, a "broker non-vote" occurs.

Comerica will vote properly completed proxies it receives prior to the Annual Meeting in the way you direct. If you do not specify instructions, the shares represented by those properly completed proxies will be voted (i) to elect the four Class III directors nominated by the Board of Directors; (ii) to ratify the appointment of Ernst & Young LLP as independent auditors; (iii) to approve the Comerica Incorporated 2011 Management Incentive Plan; (iv) to approve the amendments to the Certificate of Incorporation and Bylaws to eliminate supermajority provisions; (v) to approve the nonbinding, advisory proposal to approve executive compensation and (vi) for "one year" with

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respect to the frequency of advisory proposals approving executive compensation to be presented to shareholders. No other matters are currently scheduled to be acted upon at the Annual Meeting.

An independent third party, Wells Fargo Bank, N.A., will act as the inspector of the Annual Meeting and the tabulator of votes.

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Who pays for the costs of the Annual Meeting?

Comerica pays the cost of preparing and printing the proxy statement and soliciting proxies. Comerica will solicit proxies primarily by mail, but may also solicit proxies personally and by telephone, the Internet, facsimile or other means. Comerica will use the services of Georgeson Inc., a proxy solicitation firm, at a cost of $10,000 plus out-of-pocket expenses and fees for any special services. Officers and regular employees of Comerica and its subsidiaries may also solicit proxies, but they will not receive additional compensation for soliciting proxies. Comerica also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners of Comerica's common stock.

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How does the Board select nominees for the Board?

In identifying potential candidates for nomination as directors, the Governance, Compensation and Nominating Committee considers the specific qualities and skills of potential directors. Criteria for assessing nominees include a potential nominee's ability to represent the interests of Comerica's four core constituencies: its shareholders, its customers, the communities it serves and its employees. Minimum qualifications for a director nominee are experience in those areas that the Board determines are necessary and appropriate to meet the needs of Comerica, including leadership positions in public companies, small or middle market businesses, or not-for-profit, professional or educational organizations.

For those proposed director nominees who meet the minimum qualifications, the Governance, Compensation and Nominating Committee then assesses the proposed nominee's specific qualifications, evaluates his or her independence, and considers other factors, including skills, geographic location, considerations of diversity, standards of integrity, memberships on other boards (with a special focus on director interlocks), and ability and willingness to commit to serving on the Board for an extended period of time and to dedicate adequate time and attention to the affairs of Comerica as necessary to properly discharge his or her duties.

The Governance, Compensation and Nominating Committee will consider director nominees proposed by shareholders, as well as other shareholder proposals, provided such proposals comply with Comerica's applicable procedures as described below. More information regarding the selection of director nominees is included below under "Proposal I Submitted for Your Vote — Election of Directors."

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When are shareholder proposals for the 2012 Annual Meeting due?

To be considered for inclusion in next year's proxy statement, all shareholder proposals must comply with applicable laws and regulations, including SEC Rule 14a-8, as well as Comerica's bylaws, and must be submitted in writing to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, and received by November [             ], 2011.

Under Comerica's bylaws, shareholders of Comerica must provide advance notice to Comerica if they wish to propose items of business at an Annual Meeting of Comerica's shareholders. For the 2012 Annual Meeting of Shareholders, notice must be received by Comerica's Corporate Secretary no later than the close of business on January 27, 2012 and no earlier than the close of business

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on December 28, 2011. If, however, Comerica moves the Annual Meeting of Shareholders to a date that is more than 30 days before or more than 60 days after the date which is the one-year anniversary of this year's Annual Meeting date (i.e., April 26, 2012), Comerica must receive your notice no earlier than the close of business on the 120th day prior to the new Annual Meeting date and no later than the close of business on the later of the 90th day prior to the new Annual Meeting date or the 10th day following the day on which Comerica first made a public announcement of the new Annual Meeting date.

Comerica's bylaws contain additional requirements for shareholder proposals. A copy of Comerica's bylaws can be obtained by making a written request to the Corporate Secretary.

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How can shareholders nominate persons for election as directors at the 2012 Annual Meeting?

All shareholder nominations of persons for election as directors at the 2012 Annual Meeting of Shareholders must comply with applicable laws and regulations, as well as Comerica's bylaws, and must be submitted in writing to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201.

Under Comerica's bylaws, shareholders of Comerica must provide advance notice to Comerica if they wish to nominate persons for election as directors at an Annual Meeting of Comerica's Shareholders. For the 2012 Annual Meeting of Shareholders, notice must be received by Comerica's Corporate Secretary no later than the close of business on January 27, 2012 and no earlier than the close of business on December 28, 2011.

If, however, Comerica moves the Annual Meeting of Shareholders to a date that is more than 30 days before or more than 60 days after the date which is the one-year anniversary of this year's Annual Meeting date (i.e., April 26, 2012), or if a special meeting of shareholders is called for the purpose of electing directors, Comerica must receive your notice no earlier than the close of business on the 120th day prior to the meeting date and no later than the close of business on the later of the 90th day prior to the meeting date or the 10th day following the day on which Comerica first made a public announcement of the meeting date (and, in the case of a special meeting, of the nominees proposed by the Board of Directors to be elected at such meeting).

If Comerica increases the number of directors to be elected to the Board at the Annual Meeting and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the immediately preceding year's Annual Meeting, then Comerica will consider your notice timely (but only with respect to nominees for any new positions created by such increase) if Comerica receives your notice no later than the close of business on the 10th day following the day on which Comerica first makes the public announcement of the increase in the number of directors.

In addition, Article III, Section 12 of the bylaws requires a nominee for election or reelection as a director of Comerica to complete and deliver to the Corporate Secretary (in accordance with the time periods described above, in the case of director nominations by shareholders) a written questionnaire prepared by Comerica with respect to the background and qualification of the person and, if applicable, the background of any other person or entity on whose behalf the nomination is being made.

A nominee also must make certain representations and agree that he or she (A) will abide by the requirements of Article III, Section 13 of the bylaws (concerning, among other things, the required tendering of a resignation by a director who does not receive a majority of votes cast in an uncontested election), (B) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how, if elected as a director of Comerica, he or she will act or vote on any issue or question (a

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"Voting Commitment") that has not been disclosed to Comerica or (2) any Voting Commitment that could limit or interfere with his or her ability to comply, if elected as a director of Comerica, with his or her fiduciary duties under applicable law, (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Comerica with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed, and (D) in his or her individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of Comerica, and would comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of Comerica.

You may receive a copy of Comerica's bylaws specifying the advance notice and additional requirements for shareholder nominations by making a written request to the Corporate Secretary.

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How many of Comerica's directors are independent?

Comerica's Board of Directors has determined that 9 of Comerica's 10 current directors, or 90%, are independent. For a discussion of the Board of Directors' basis for this determination, see the section of this proxy statement entitled "Director Independence and Transactions of Directors with Comerica."

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Does Comerica have a Code of Ethics?

Yes, Comerica has a Code of Business Conduct and Ethics for Employees, which applies to employees and agents of Comerica and its subsidiaries and affiliates, as well as a Code of Business Conduct and Ethics for Members of the Board of Directors. Comerica also has a Senior Financial Officer Code of Ethics that applies to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Treasurer and Executive Vice President of Finance of Comerica. 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 are available on Comerica's website at www.comerica.com. Copies of such codes can also be obtained in print by making a written request to the Corporate Secretary.

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How many copies of the annual report and proxy statement should I receive?

Unless we receive contrary instructions, we normally send a single set of our annual report or proxy statement to a household at which two or more shareholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as "Householding," and it benefits both Comerica and you. It reduces the volume of duplicate information received at your household and helps Comerica reduce expenses. Each shareholder subject to Householding will continue to receive a separate proxy card or voting instruction card.

Comerica will deliver promptly upon written or oral request a separate copy of the annual report or proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered. If you received a single set of disclosure documents for the current year, but you would prefer to receive your own copy this year, you may direct requests for separate copies to the Corporate Secretary.

If you are a registered shareholder who resides at the same address as another shareholder and you would prefer to receive your own set of the annual report and/or proxy statement in future years, you may contact our transfer agent, Wells Fargo Shareowner Services, at (877) 602-7615. You will need to enter your account number and Comerica number 114. Alternatively, you may write to our transfer agent at the following address: Wells Fargo Shareowner Services, Attn: Householding, P.O. Box 64854, St. Paul, MN 55164-0854. If you hold your shares in street name,

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you may revoke your consent to Householding by contacting your brokerage firm, bank or other nominee or by following the directions set forth on the voting instruction card you received with the proxy materials. If you are currently receiving multiple copies of the annual report and/or proxy statement and want to receive only a single copy in the future through Householding, follow the same instructions set forth above for registered shareholders or street name holders, as applicable.

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Is this year's proxy statement available electronically?

Yes. You may view this proxy statement, as well as the 2010 annual report, electronically by going to www.ematerials.com/cma and clicking on the document you wish to view, either the proxy statement or annual report.

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Can I receive future annual reports and proxy statements electronically instead of receiving paper copies through the mail?

Yes. If your shares are registered directly in your name (i.e., you do not hold them in street name) and you have access to the Internet, you can receive Comerica's annual report and proxy statement over the Internet rather than in printed form. Enrolling in this service will take just a few minutes of your time. It will give you faster delivery of the documents and will save Comerica the cost of printing and mailing. To agree to access the electronic versions of Comerica's annual report and proxy statement instead of receiving the printed versions by mail, go to www.ematerials.com/cma and follow the instructions under Request Meeting Materials. Have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available when you access the website. If you agree to electronic delivery, once the annual report and proxy statement are available on the website, we will email you a notice with the website address that you should use to access the information and to receive voting instructions. Paper copies of the annual report and proxy statement would not be sent unless you request them. Comerica also may choose to send one or more items to you in paper form despite your consent to receive them electronically.

If you hold your shares in street name, you should contact your brokerage firm, bank or other nominee to determine the process for receiving Comerica's annual report and proxy statement over the Internet rather than in printed form.

By consenting to electronic delivery, you are stating that you currently have access to the Internet and expect to have access in the future. If you do not have access to the Internet, or do not expect to have access in the future, please do not consent to electronic delivery because Comerica may rely on your consent and not deliver paper copies of future Annual Meeting materials. In addition, if you consent to electronic delivery, you will be responsible for the costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, in connection with the electronic delivery of the annual report and proxy statement.

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A copy of Comerica's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission, may be obtained without charge upon written request to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 26, 2011.

The proxy statement and annual report to security holders are available at www.ematerials.com/cma.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table contains information about the number of shares of Comerica's common stock beneficially owned by Comerica's incumbent directors and director nominees, the officers named in the "2010 Summary Compensation Table" presented in this proxy statement (the "named executive officers") and all incumbent directors and executive officers as a group. The number of shares each individual beneficially owns includes shares over which the person has or shares voting or investment power as of February 25, 2011 and also any shares which the individual can acquire by April 26, 2011 (60 days after the Record Date), through the exercise of any stock option or other right. Unless indicated otherwise, each individual has sole investment and voting power (or shares those powers with his or her spouse or other family members) with respect to the shares listed in the table.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act") requires that Comerica's directors, executive officers and persons who own more than ten percent of a registered class of Comerica's equity securities file reports of stock ownership and any subsequent changes in stock ownership with the SEC and the New York Stock Exchange not later than specified deadlines. Based solely on its review of the copies of such reports received by it, or written representations from certain reporting persons, Comerica believes that, during the year ended December 31, 2010, each of its executive officers, directors and greater than ten percent shareholders complied with all such applicable filing requirements, except that Mr. Michalak filed one late report covering a grant of options due to an administrative oversight.

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EXECUTIVE OFFICERS

The following table provides information about Comerica's current executive officers. The Board has determined that the current officers who are in charge of principal business units, divisions or functions and officers of Comerica or its subsidiaries who perform significant policy making functions for Comerica are (1) the members of the Management Policy Committee, (2) the Chief Accounting Officer and (3) the Executive Vice President of Finance. The current members of the Management Policy Committee are the Chairman, President and Chief Executive Officer (Mr. Babb), the Executive Vice President and Chief Financial Officer (Ms. Acton), the Vice Chairman (Mr. Anderson), the Executive Vice President, Governance, Regulatory Relations and Legal Affairs and Corporate Secretary (Mr. Bilstrom), the Executive Vice President, Chief Human Resources Officer (Ms. Burkhart), the Executive Vice President, General Auditor (Mr. Duprey) (non-voting member), the Executive Vice President, Wealth and Institutional Management and Retail Bank (Mr. Farmer), the Executive Vice President and President of Comerica Bank-Texas Market (Mr. Faubion), the Executive Vice President of Comerica Incorporated and the President and Chief Executive Officer of Comerica Bank-Western Market (Mr. Fulton), the Executive Vice President, Business Bank (Mr. Greene), the Executive Vice President of Comerica Incorporated and the Chairman of Comerica Bank-Texas Market (Mr. Gummer), the Executive Vice President and Chief Credit Officer (Mr. Killian), the Executive Vice President, Corporate Planning, Development and Risk Management (Mr. Michalak), the Executive Vice President and Chief Information Officer (Mr. Obermeyer) and the Executive Vice President of Comerica Incorporated and the President of Comerica Bank-Michigan Market (Mr. Ogden). The Chief Accounting Officer is Ms. Carr, and the Executive Vice President of Finance is Mr. McDermott.

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COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Economic conditions in 2010 provided a challenging operating environment for virtually all businesses, including Comerica. The Company remained focused on building capital, executing our relationship banking strategy and delivering outstanding customer service. As a result, Comerica has a solid capital and liquidity position and significantly improved operating results, which exceeded the performance of many of our peers. Our overall positive financial performance, coupled with the modestly improving economic environment, enabled us to accomplish significant objectives during 2010, including the following:

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Repaid to the federal government its investment in our preferred stock and accrued dividends under "TARP" or the Troubled Asset Relief Program on March 17, 2010.



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Increase our stock price 43%, outperforming many of our peers. We were listed as the #7 performer in the 24 bank Keefe Bank Index (BKX) and ranked #83 among S&P 500 companies.



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Double the quarterly cash dividend for common stock to 10 cents per share from 5 cents per share, effective beginning with the January 1, 2011 dividend payment.



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Restore a share repurchase program that gives us the opportunity over time to repurchase approximately 7% of our outstanding shares.



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Generate net income of $277 million in 2010 compared to $17 million in 2009.



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Boost net interest income to $1,646 million, a 5% increase compared to 2009.



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Purchase our trust preferred securities on October 1, 2010, reducing future interest expense.



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Improve credit quality as net charge offs and provision for credit losses declined 35% and 56%, respectively, when compared to 2009.



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Reduce noninterest expense by $10 million, or by 1% relative to 2009.



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Grow average core deposits by 10%, or $3.4 billion relative to 2009.

Compensation Philosophy

Comerica's compensation programs are structured to align the interests of our executives with the interests of our shareholders. They are designed to attract, retain and motivate superior executive talent, provide a competitive advantage within the banking industry and create a framework that delivers pay commensurate with financial results over the short and long-term. Our compensation programs and principles are based on a strong pay for performance philosophy and a commitment to balanced performance metrics and sound governance.

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Stock Ownership Guidelines — Senior officers are expected to hold a multiple of salary in Comerica stock pursuant to our stock ownership guidelines. This practice aligns senior officers with shareholder interests and promotes good corporate citizenship. More details regarding the guidelines can be found on pages 27-28.



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No Repricing — Comerica's Long-Term Incentive Plan expressly prohibits the repricing of any outstanding stock option without shareholder approval, reinforcing our pay for performance philosophy.

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Clawback — Executive officers will be required to reimburse or forfeit incentives in the event of material non-compliance with financial reporting requirements under the securities laws. Additional information is provided on page 17.

We maintain compensation practices that support our compensation philosophy and make changes as appropriate based on market conditions, regulatory changes and shareholder feedback. As a result, there are several compensation practices Comerica does NOT utilize.

Changes Implemented in Response to Shareholder Feedback

Management Incentive Plan

In response to shareholder feedback, and in conjunction with our annual detailed review of our incentive programs undertaken during 2010, Comerica has made several structural changes to its cash incentive program for the 2011 performance year:

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We established two separate incentive programs under our Management Incentive Plan: the 2011 Annual Management Program that will measure Comerica's relative performance on earnings per share growth and return on equity over a one-year period, and the Long-Term Management Program that will measure Comerica's relative performance on earnings per share growth and return on equity over a three-year period.

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We revised the peer group for 2011 to tighten the range of financial institutions included, better approximating our asset size and reflecting emerging business models among the group.



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We introduced individual incentive target opportunities for both the Annual Management Program and the Long-Term Management Program, in addition to establishing thresholds and maximum award levels.



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We adjusted the funding scale for 2011 incentive opportunities so that no incentive funding is available unless Comerica's performance exceeds the bottom quartile, and only 40% funding is available at the threshold level.

More details concerning these changes can be found on pages 28-30.

Recoupment (Clawback) Policy

In September 2010, our Board adopted a policy related to the recoupment of compensation in response to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and shareholder feedback. The recoupment policy provides that in the event we are required to prepare an accounting restatement of our financial statements due to material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of incentive-based compensation received by any current or former executive officer during the 3-year period preceding the date on which we are required to prepare an accounting restatement, based on the erroneous data. The clawback pertains to any excess income derived by the executive officer based on materially inaccurate accounting statements.

This recoupment policy applies in addition to the clawback provision of the Sarbanes-Oxley Act of 2002 and the clawback provisions of our shareholder approved Long-Term Incentive Plan, which provide that our Governance, Compensation and Nominating Committee has the express right to cancel an option or restricted stock grant if the Committee determines in good faith that the recipient has engaged in conduct harmful to Comerica, such as having: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) been terminated for cause; (vi) engaged in any activity in competition with our business or the business of any of our subsidiaries or affiliates; or (vii) engaged in conduct that adversely affected Comerica.

Roles of the Governance, Compensation and Nominating Committee, Compensation Consultant and Management

The Governance, Compensation and Nominating Committee (the "Committee") is comprised solely of independent directors and is responsible for determining the compensation of our named executive officers, who are the CEO, the CFO and the three other most highly compensated executive officers ("NEOs"). The Committee receives assistance from two sources during its evaluation process: (1) Aon Hewitt (formerly Hewitt Associates LLC) ("Hewitt"), the Committee's independent consulting firm; and (2) our internal compensation staff, led by our Executive Vice President of Human Resources.

Hewitt has been retained by and reports directly to the Committee; it does not have any other consulting engagements with management. Hewitt, at the Committee's request, regularly provides independent advice on current trends in compensation design, including a proxy analysis of compensation of the NEOs at each of our peer group members (described below in the "Short-Term Incentives" section on page 22), the pros and cons of particular forms of compensation in relation to our business strategy and compensation philosophy, compensation levels, the appropriate mix of compensation, and emerging compensation practices, not only within the banking industry but across all U.S. business sectors.

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Hewitt additionally advises the Committee on CEO compensation. In providing advice, Hewitt relies on its knowledge of Comerica's business, financial performance and compensation programs and its independent research and analysis. Hewitt does not separately meet with the CEO or discuss with the CEO any aspect of his compensation.

For the remaining NEOs and the rest of the leadership team, the CEO provides compensation recommendations to the Committee for its consideration and approval. These recommendations are developed in consultation with the Executive Vice President of Human Resources based on our operational performance, competitive market practices, internal equity and alignment with shareholder interests. While Hewitt does not provide specific recommendations, it acts in an advisory capacity to the Committee by providing compensation ranges and market practice insight. Hewitt was paid $75,408 in fees for its services to the Committee in 2010.

Comerica's management from time to time engages the services of Towers Watson ("TW") to perform specific compensation studies. TW predominantly assists management with assessing the risk of Comerica's incentive plans. Occasionally, TW provides market analyses either for select groups within the organization or for key business unit incentive plans. In 2010, TW additionally reviewed Comerica's compensation plans as part of Comerica's compliance with requirements resulting from its participation in TARP, as described under the "Governance, Compensation and Nominating Committee Report." TW was paid $101,767 in fees for its services to Comerica's management in 2010.

Benchmarking

Hewitt generates a compensation analysis for the Committee based on our peer group's proxy data (more detail on the peer group is provided in the "Short-Term Incentives" section on page 22). Recognizing that peers may be bigger or smaller than Comerica and that officer positions listed in the proxy vary from company to company, the data is used as a general indicator of compensation trends and pay levels. The information is not used to set specific compensation targets for the CEO or the other NEOs. The Committee reviews individual and company performance, historical compensation, as well as the scope of each position, to determine total compensation for the NEOs. Once total compensation targets are established they are reviewed in relation to the market data to ensure they are both appropriate and competitive. Additionally, annually, Comerica purchases several published compensation surveys to evaluate compensation for our broader executive group and other staff positions. We strive to be at the median of the marketplace on all elements of total compensation and expect variable compensation to increase or decrease relative to the median based on performance.

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2010 Compensation Elements

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Supporting our pay for performance philosophy, variable compensation plans account for the majority of compensation. This effectively makes compensation contingent on our performance. To ensure we have balanced performance metrics and sound governance, we utilize a mix of cash and equity compensation with varying time horizons to reward sustained performance. As shown in the charts below, base salary comprised only 17% of the CEO's 2010 primary compensation opportunity and only 23% of the other NEOs' 2010 primary compensation opportunity. Compensation realized from prior years is a consideration in determining total opportunity along with several other factors such as operational performance and emerging compensation practices (more detail is provided in the "Roles of Governance, Compensation and Nominating Committee, Compensation Consultant and Management" section listed above). The following charts illustrate the target compensation opportunity mix of the CEO and our NEOs for each compensation element other than our "Other Compensation and Benefit Programs/ Retirement Benefits" listed in the "2010 Compensation Elements chart" above. These percentages represent target levels approved for 2010. Equity award values in the charts below reflect the grant date fair market value of such awards.

2010 Compensation Opportunity Mix

Compensation Elements

Base Salary

Base salaries for the NEOs are typically reviewed in the first quarter during the annual performance review process. Adjustments, if any, are made based on individual performance and market competitiveness while maintaining fixed cost at an appropriate level. On occasion, factors such as promotion, change in job duties, performance and market competitiveness may support an adjustment outside of the annual performance review. The CEO makes recommendations to the Committee for salary adjustments for his leadership team. The Committee independently establishes the base salary for the CEO.

In 2010, the NEOs received salary increases. A portion of the increase was payable in cash and the remainder in phantom salary stock units (also referred to as "salary stock") (shown in the Salary column of the "2010 Summary Compensation Table" on page 36, the "2010 Grants of Plan Based Awards" table on page 39 and in the Stock Awards column of the "2010 Option Exercises and Stock Vested" table on page 44). This salary stock was settled in cash based on Comerica's New York Stock Exchange ("NYSE") closing price on February 4, 2011.

Salary stock was granted to provide key executives an appropriate compensation opportunity within the TARP framework that was also aligned with shareholder interests. In determining the target value of the salary stock, the Committee conservatively considered the market trends regarding the use of salary stock, the operational performance of institutions utilizing salary stock, Comerica's

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operational performance and the overall competitiveness of our compensation programs. The actual value of the salary stock, when settled, was dependent on Comerica's stock performance.

Although Comerica repaid its obligations under TARP in March 2010, the Committee determined to continue using salary stock as a component of base salary for the remainder of the year. Keeping the program in place helped to maintain stability in our compensation programs during a period of extended disruption in the industry.

In connection with the compensation assessment that occurs early each year, the Committee made adjustments to Comerica's programs for 2011. Those adjustments reflected Comerica's business strategy, as well as changes in competitive practices, the industry and the regulatory environment. As part of that assessment, the Committee determined to discontinue the use of salary stock.

Short-Term Incentives

The chart below shows Comerica's annual earnings per share and TSR (total shareholder return) growth relative to CEO incentive awards under our Management Incentive Plan ("MIP"). With respect to 2009 performance, the CEO did not receive any incentive compensation under the MIP. For 2010, EPS increased 211% and TSR increased 44%, and CEO incentive compensation is reflective of our performance.

Annual EPS and TSR Growth v CEO Incentives

The MIP is a cash incentive program that provides awards to the NEOs and other key employees based on the achievement of performance goals established annually by the Committee. The performance criteria applicable to the CEO and the other NEOs for purposes of the MIP are determined solely on corporate financial performance.

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2010 Management Incentive Plan Structure

As can be seen in the chart above, the MIP measures Comerica's relative ROE and EPS performance compared to a peer group over one-year (short-term) and three-year (long-term) periods. Utilizing the same metric in both programs ensures that short-term management decisions are not encouraged at the expense of longer-term performance. By using the same metrics, the Committee is incenting sustained performance of the company in these areas over multiple years. This balanced focus on short and long-term results, in combination with our long-term equity program, discourages the management team from taking undue risks.

These two metrics have been chosen because they are two of the most commonly used metrics by investors and analysts to evaluate a bank's performance. In addition, unlike other metrics that may be calculated differently, return on common equity and earnings per share growth have a generally prescribed formula, allowing these metrics to be easily validated and compared to Comerica's peers. Comerica believes the use of measures that are well understood, transparent and based on the audited financial results of Comerica are the foundation of a responsible incentive program that rewards performance without encouraging participants to take excessive risk.

2010 Peer Group

In 2010, the peer group that was utilized to measure relative performance consisted of the 11 banks listed below. The Committee included in the peer group those financial institutions with which we compete for customers, talent and investors, while also taking into account geographic location and size. Comerica's asset size totaled approximately $53.7 billion as compared with the peer group, which had a median asset size of $111.0 billion at December 31, 2010.

While Comerica is below the median asset size, the larger financial institutions were included because they have a similar business focus and are important competitors of Comerica. Based on key performance measures, EPS and ROE, Comerica performed better than median for all categories, and outperformed most of its peers for 2010 and the 2008-2010 periods. In 2010, Comerica ranked #1 in one-year EPS growth among the peer group.

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2010 Management Incentive Plan Results

Source: Company Reports.

2010 Award Calculation

An award under the MIP consists of the sum of (1) the payout earned for the short-term or one-year portion and (2) the payout earned for the long-term or three-year portion. Both the one-year and three-year portions are the product of base salary, maximum incentive opportunity and the funding percentage.

Maximum Incentive Opportunity

2010 Annual and Long-Term Funding Percentages for EPS Growth and ROE Performance

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The following chart illustrates how the payout percentage of the MIP is calculated using Comerica's 2010 performance.

2010 Management Incentive Plan Payout Calculation

Assuming a NEO had a base salary of $300,000, the incentive award would be calculated as described below.

All of the NEOs' incentive awards were calculated in this manner and then prorated to comply with TARP regulations due to our participation in TARP until March 17, 2010. The Committee reserves the right to reduce the calculated awards to account for individual performance or other operating considerations, though it cannot increase the calculated awards. In 2009, for example, despite strong relative ROE and EPS growth, management recommended to the Committee that it eliminate the one-year portion of all awards, and, after considering Comerica's overall financial results, the Committee subsequently exercised its discretion to do so.

2010 Management Incentive Plan Awards

Several factors were considered in determining the 2010 awards for each of the NEOs. Such factors included Comerica's strong relative and absolute performance, market competitive total compensation, current and prior compensation levels, and each NEO's individual performance. After conducting its review and evaluating total compensation for each NEO, the Committee approved the 2010 awards in the above table.

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Long-Term Incentives

The chart below shows Comerica's annual EPS and TSR growth relative to CEO realizable stock value from prior equity awards made under our long-term equity incentive program. For 2010, EPS increased 211% and TSR increased 44%, while CEO realizable stock value reflected alignment with long-term shareholder interests.

Annual EPS and TSR Growth v CEO Realizable Stock Value

(1)

Realizable stock value reflects the income Mr. Babb received each year from restricted stock vesting or stock option exercises.

Long-Term Cash Incentive Program

Comerica's long-term portion of the MIP measures Comerica's relative EPS and ROE performance over a three-year period. For the measurement period 2008 — 2010, Comerica ranked in 5^th place for both metrics relative to our peers. The chart below details the funding for the long-term cash incentive under the MIP.

2010 Management Incentive Plan Awards

Details regarding the calculation of the long-term incentive cash program and the funding scale are provided under the "2010 Award Calculation" section under "Short-Term Incentives."

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Long-Term Equity Incentive Program

Comerica believes the combination approach of granting stock options and restricted stock best allows us to motivate and retain our NEOs. Stock options align management with shareholder interests by providing value when the stock price increases. Restricted shares help to build long-term value that is realized with continued employment, reinforces our share ownership guidelines and is aligned with shareholder interest as the value increases or decreases based on Comerica's stock performance.

In determining the pool of shares available to grant each year, the Committee considers the following factors:

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Competitive equity values, which are expressed as a percent of each executive officer's base salary



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The total number of shares available for grant under the Long-Term Incentive Plan and expected Plan life



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Analysis of Comerica's share usage compared with industry benchmarks



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The cost of the program to Comerica

Awards of stock to the NEOs are based on the Committee's assessment of the NEO's future potential to contribute to Comerica's sustained performance (which includes individual performance, level of responsibility and criticality to the organization).

2010 Option and Restricted Stock Grants

Generally, as described below under "Stock Granting Policy," stock grants are made once per year at the first regularly scheduled meeting of the Committee. The targeted mix of stock options to restricted stock has been 40% and 60% respectively. This mix allows us to appropriately balance between rewarding participants for mid-range and long-term performance. Stock options can provide realizable compensation over their duration (they typically vest over four years and expire after ten years), while restricted shares provide strong retentive value with 100% of the shares vesting at the end of five years. Additionally, this value mix (40% options / 60% restricted shares) allows us to responsibly manage our shares available for grant and provide awards where participant value and company cost are generally equivalent. In early 2010, due to the prohibitions under TARP, the NEOs did not receive regular stock option or restricted stock equity grants.

At the Committee's regular meeting in July, the Committee evaluated the financial performance of the Company, as well as that of the NEOs, noting several important accomplishments through the second quarter:

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Repayment of the Company's obligations under TARP



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10.6% Tier I capital ratio allowing flexibility to grow organically or through acquisition



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289% growth in net income to $70 million year over year



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Positive net income for 9 quarters (excluding the TARP repayment)



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5% increase in net interest income year over year



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41% reduction in net credit related charge offs year over year



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8% decline in non-interest expenses compared to second quarter 2009

As a result, the Committee decided to provide a stock grant to the NEOs to recognize improved corporate results since exiting TARP, continue to link the interests of shareholders and executives going forward and retain key individuals over the long-term.

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Stock Characteristics

Stock Options — We grant non-qualified stock options that vest 25% per year over four years and have a term of ten years. The exercise price was based on the closing price of Comerica's stock price on the date of grant.

Restricted Stock — We grant restricted shares that cliff vest five years from the date of grant for the NEOs. This is more stringent than market practice, which is typically three to four years. Participants receive quarterly cash dividends during the vesting period.

Stock Granting Policy

Comerica's stock grants are governed by the Stock Granting Policy. In general, the policy states that annual stock grants to eligible employees will be made once per year during the first regularly scheduled meeting of the Committee. This meeting typically takes place toward the end of January every year.

The stock granting policy also governs the granting of off-cycle awards. Off-cycle awards include such things as grants to new hires and grants for retention purposes or special recognition. With respect to grants made to newly hired employees, the grant date is typically determined based on their start date with the company. Generally, individuals who start employment during the first half of the month will receive their grant on the last day of that month, and individuals who start employment during the last half of the month will receive their grant on the 15^th day of the subsequent month. In all cases, the grant date will be adjusted if the prescribed date is not a trading day for the NYSE. The exercise price is the closing price of Comerica's stock on the grant date. Other off-cycle awards are normally approved at a regularly scheduled meeting of the Committee and the grant date is the date of the Committee meeting.

Stock Ownership Guidelines

In order to pursue our compensation philosophy of aligning the interests of our senior officers with those of the shareholders, we have stock ownership guidelines that encourage senior officers to own a significant number of shares of Comerica's common stock. The stock ownership guidelines are a multiple of the senior officer's annual base salary. Comerica encourages its senior officers to achieve the targeted stock ownership levels within five years of being promoted or named to the applicable senior officer position. For purposes of the stock ownership guidelines, stock ownership includes:

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Unvested shares of restricted stock or restricted stock units;



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All shares owned by the senior officer;



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Shares held in trust where the senior officer retains beneficial ownership; and



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Any shares accumulated through employee benefit plans, such as deemed investments in Comerica stock under a deferred compensation plan.

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There are approximately 114 senior officers subject to stock ownership guidelines, including the NEOs. As of December 31, 2010, all NEOs who had held their current title for at least five years had met their respective stock ownership guideline levels.

Officer Stock Ownership Guidelines

Looking Forward — 2011 Incentive Plan Design Changes

During 2010, the Committee continued to refine our executive compensation programs consistent with Comerica's long-term goals, evolving governance and market practices and shareholder feedback. During the course of 2010, a detailed analysis of the MIP was conducted, which has resulted in modifications to the way the MIP will be operated for 2011:

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Two separate incentive programs:  To reinforce the importance of both short and long-term results and to clarify the operation of the MIP, two separate programs have been established under it. The Annual Management Incentive Program will measure Comerica's one-year relative performance of both EPS growth and ROE. The Long-Term Management Incentive Program will measure Comerica's three-year relative performance of both EPS growth and ROE. We believe that utilizing the same metric in both programs ensures appropriate balance between short and long-term decision making and reinforces a focus on sustained performance.



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Peer Group:  The top 50 U.S. financial institutions based on asset size were reviewed based on a variety of financial metrics, business models, geographic locations and competition for talent. Using these criteria, the Committee decided to include three new financial institutions in the peer group for 2011: (1) First Horizon National Corporation, (2) Synovus Financial Corp., and (3) BOK Financial Corporation. Three financial institutions will be removed from the peer group. PNC Financial Services Group, Inc. and U.S. Bancorp will be removed because their asset size and evolving business models are less comparable to Comerica's. Marshall & Ilsley Corp. will be removed due to its anticipated merger with BMO Financial Group. The median asset size of the new peer group will be $68.0 billion (based on financial data reported as of December 31, 2010).



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Individual Incentive Targets:  While using maximum incentive opportunity percentages to communicate about the incentive plan in the past has served Comerica well, to eliminate complexity and align more with industry practice, individual incentive targets will be utilized for 2011. Depending on Comerica's performance, participants may earn awards above or below the established target.

Individual Incentive Targets

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Funding Scale:  To align the funding scale with the new peer group and incentive targets, a new funding scale will be utilized for 2011. The funding percentages were adjusted and funding is set at 0% if Comerica is in the bottom quartile, versus 2010 funding levels of 30% and 20%, respectively, if Comerica ranked in 10^th or 11^th place.

2011 Annual and Long-Term Funding Percentages for EPS Growth & ROE Performance

Listed below is an example calculation of awards with sample rankings.

2011 Annual Management Incentive Program Example

Assuming a NEO had a base salary of $300,000, the annual incentive award would be calculated as described below.

2011 Long-Term Incentive Program Example

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