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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
2012 Annual Meeting of Shareholders

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

March 16, 2012

Dear Shareholder,

It is our pleasure to invite you to attend the 2012 Annual Meeting of Shareholders of Comerica Incorporated at 9:30 a.m., Central Time, on Tuesday, April 24, 2012 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 2011 and includes the 2011 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 24, 2012

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

1.

To elect seven Class I and Class III directors nominated by the Board of Directors for one-year terms expiring in 2013 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, 2012;



3.

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



4.

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 24, 2012 (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.

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

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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 16, 2012

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

2012 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 16, 2012.

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Who can vote?

Only record holders of Comerica's common stock at the close of business on February 24, 2012, 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

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annual report and proxy statement instead of receiving the printed versions, however, you may 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 23, 2012. For shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 22, 2012.

(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 23, 2012. For shares held in Comerica's employee benefit plans, the deadline is 11:59 p.m. (Central Time), April 22, 2012.

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 seven Class I and 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, 2012; and for the approval of 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 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

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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 197,451,106 shares of Comerica's common stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares, 98,725,554 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 I and Class III directors 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 I or 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.

Other Proposals:    If a quorum exists, the proposals: (i) to ratify the appointment of Ernst & Young LLP as independent auditors and (ii) to approve a non-binding, 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 seven Class I and Class III directors nominated by the Board of Directors; (ii) to ratify the appointment of Ernst & Young LLP as independent auditors; and (iii) to approve the non-binding, advisory proposal to approve executive compensation. 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

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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 2013 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 16, 2012.

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 2013 Annual Meeting of Shareholders, notice must be received by Comerica's Corporate Secretary no later than the close of business on January 24, 2013 and no earlier than the close of business on December 25, 2012. 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 24, 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 2013 Annual Meeting?

All shareholder nominations of persons for election as directors at the 2013 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 2013 Annual Meeting of Shareholders, written notice must be received by Comerica's Corporate Secretary no later than the close of business on January 24, 2013 and no earlier than the close of business on December 25, 2012.

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 24, 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 re-election 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 "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.

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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 8 of Comerica's 9 current directors, or 89%, 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, 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 2011 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, 2011, 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 24, 2012.

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 persons named in the "2011 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 24, 2012 and also any shares which the individual can acquire by April 24, 2012 (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, 2011, each of its executive officers, directors and greater than ten percent shareholders complied with all such applicable filing requirements.

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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 and (2) the Chief Accounting Officer. The current members of the Management Policy Committee are the Chairman, President and Chief Executive Officer (Mr. Babb), the Executive Vice President, Finance (Ms. Acton), the Vice Chairman, Business Bank (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 Vice Chairman, Wealth Management and Retail Bank (Mr. Farmer), the Executive Vice President of Comerica Incorporated 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 and Chief Credit Officer (Mr. Killian), the Executive Vice President, Planning, Forecasting, Analysis & Enterprise Risk (Mr. Michalak), the Executive Vice President and Chief Information Officer (Mr. Obermeyer), the Vice Chairman and Chief Financial Officer (Ms. Parkhill), 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.

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COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Economic conditions improved in 2011 compared to 2010 but still remained challenging, particularly during the last half of the year. The Company remained focused, however, on increasing shareholder returns, executing our relationship banking strategy and delivering outstanding customer service. As a result, Comerica was able to navigate these challenging times effectively and maintain its solid capital and liquidity positions and improve operating results. Significant accomplishments during 2011 include the following:

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Returned 47% of earnings to shareholders through dividend and share repurchase program. The share repurchase program was reinstituted in the first quarter, and through it, Comerica acquired over four million shares during 2011.



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Increased book value to $34.80 per share, a 6% increase from 2010.



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Acquired Sterling Bancshares, Inc. ("Sterling") and integrated its branches and systems into our network, accelerating our growth in Texas, one of the fastest growing markets in the U.S.



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Generated net income of $393 million in 2011 compared to $277 million in 2010, a 42% increase.



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Boosted revenue to $2.45 billion, a $10 million increase compared to 2010.



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Improved credit quality as net charge-offs and provision for loan losses declined 42% and 68%, respectively, when compared to 2010.



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Excluding merger and restructuring charges, increased non-interest expenses by only 3%, while full-time equivalent employees increased 4% due to the Sterling acquisition.



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Grew average total deposits by 11%, or $4.3 billion relative to 2010 (including Sterling-acquired deposits).



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Grew period-end loans by 6%, or $2.4 billion relative to 2010 (including Sterling-acquired loans).



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Increased period-end earning assets by $6.2 billion, or 12% relative to 2010 (including Sterling-acquired earning assets).



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Experienced positive long-term total shareholder return ("TSR") of 34% for the three-year period ended 12/31/11. Despite our improved performance described above, our annual TSR did not reflect our financial accomplishments during the year. Similar to the financial sector as a whole, where stock prices declined during 2011, our annual TSR declined by 38%.

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Three-Year Total Shareholder Return
For the Three Years Ended 12/31/11

(1)

S&P 500 Financial Sector Index Global Industry Classificaiton Standard (GICS) Level 1.

Compensation Philosophy

Comerica's executive 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 executive 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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We maintain executive 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 made several structural changes to its cash incentive program for the 2011 performance year. The changes included the following:

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We established two separate incentive programs under our Management Incentive Plan: the Annual Management Incentive Program, which measures Comerica's relative performance on adjusted earnings per share ("EPS") growth and adjusted return on common equity over a one-year period, and the Long-Term Management Incentive Program, which measures Comerica's relative performance on adjusted EPS growth and adjusted return on common equity over a three-year period.



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We revised the peer group for 2011 to narrow 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 Incentive Program and the Long-Term Management Incentive Program based on officer level, 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.

2011 "Say-on-Pay" Vote

At the 2011 Annual Meeting of Shareholders held on April 26, 2011, over 95% of the shares voted were in support of compensation paid to our named executive officers as disclosed in the 2011 proxy statement. In addition, the shareholders approved the Comerica Incorporated 2011 Management Incentive Plan by over 96% of the shares voted.

Based on the results of the 2011 Annual Meeting and conversations the Company had with shareholders, the Governance, Compensation and Nominating Committee (the "Committee") and the Board concluded that the compensation paid to Mr. Babb and the other NEOs, as well as Comerica's overall pay practices, enjoy strong shareholder support. Accordingly, the Committee continued to apply the same effective principles and philosophy it has used in prior years in determining executive compensation and will continue to consider shareholder feedback, as well as evolving executive compensation practices in the future when determining executive compensation.

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 three-year period preceding the date on which the accounting restatement is required. 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 the 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.

Governance Programs

Our executive compensation programs and principles are based on a strong pay for performance philosophy and a commitment to balanced performance metrics and sound governance. Some of our executive compensation-related governance programs include:

•

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 the interests of our senior officers with those of our shareholders and promotes good corporate citizenship. More details regarding the guidelines can be found on pages 39-40.

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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.



•

Clawback — As outlined in the above section, executive officers will be required to reimburse or forfeit incentives in the event of a restatement due to material non-compliance with financial reporting requirements under the securities laws.

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

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, the former CFO, the three other most highly compensated current executive officers and, for 2011, the former Executive Vice President, Business Bank ("NEOs"). The Committee receives assistance from two sources during its evaluation process: (1) Aon Hewitt ("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 pages 30-34), 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.

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, individual 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 $89,845 in fees for its services to the Committee in 2011.

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 2011, TW completed an in-depth review of Comerica's incentive compensation plans as part of a risk assessment performed to comply with the Federal Reserve's "Guidance on Sound Incentive Compensation Policies." TW was paid $56,597 in fees for its services to Comerica's management in 2011.

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 pages 30-34). 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

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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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2011 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 18% of the CEO's 2011 compensation opportunity and only 30% of the other NEOs' 2011 compensation opportunity (excluding Mr. Greene, who retired during the year). The following charts illustrate the target compensation opportunity mix of the CEO and our other active NEOs for each compensation element except the "Other Compensation and Benefit Programs / Retirement Benefits" listed in the "2011 Compensation Elements" chart above. These percentages represent target levels approved for 2011. Equity award values in the charts below reflect the grant date fair market value of the awards granted at the beginning of 2011. Those equity awards were granted based on individual and Company performance during 2010.

2011 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 early 2011, the Committee discontinued the use of phantom salary stock units as a portion of base salary ("salary stock"), and the NEOs received cash salary increases as part of the regular annual review cycle. Individual salary detail for each NEO is provided in the "2011 Summary Compensation Table" on pages 47-50.

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Short-Term Incentives

The chart below shows Comerica's annual adjusted EPS and TSR growth relative to CEO incentive awards under our Management Incentive Plan ("MIP").

Adjusted EPS and TSR Growth v CEO Incentives

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Chart Notes

•

In 2009, the incentive compensation paid to the CEO under the MIP was reduced to $0.

•

The 2010 award was reduced, as Comerica was under the federal government's Troubled Asset Relief Program ("TARP") until March 17, 2010. The triangle symbol represents the award the CEO would have received in 2010 if his award had not been adjusted for TARP.

•

Comerica was not under TARP for any of 2011. As such, Mr. Babb's short-term cash incentive was not adjusted. To accurately compare our year-over-year performance versus pay, the dashed line above reflects a decline of 23% year-over-year if Mr. Babb's 2010 payment had not been adjusted for TARP.

•

See "Short-Term Cash Incentive Program" below for a description of how we calculate adjusted EPS growth and adjusted ROCE.

Short-Term Cash Incentive Program

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. In response to shareholder feedback and to reinforce the importance of both short and long-term results, the MIP is made up of two separate programs: the Annual Management Incentive Program ("AMI"), which measures one-year performance, and the Long-Term Management Incentive Program (see the "Long-Term Incentives" section on pages 35-39 for more information), which measures three-year performance. Information regarding the AMI is provided below. 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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2011 AMI Program Structure

As can be seen in the chart above, the AMI measures Comerica's relative adjusted ROCE and adjusted EPS growth compared to a peer group over one year (short-term).

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, adjusted ROCE and adjusted EPS 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.

Comerica computes and compares its one-year and three-year adjusted EPS growth and adjusted ROCE performance relative to its peers. For Comerica, annual performance is measured on a calendar year basis, while for its peers, the annual performance measurement period comprises the first three quarters of the calendar year plus the fourth quarter of the prior calendar year. The difference in measurement periods between Comerica and its peers is necessitated by the timing of publicly available peer data required for the calculations. EPS is calculated based on net income available to common shareholders, and ROCE is calculated based on net income less preferred stock dividends. The after-tax impact of any adjustments related to a change in accounting principle and/or merger and restructuring charges incurred during the year for any business combinations are added back to reported net income to determine adjusted EPS and adjusted ROCE. To determine the adjusted EPS growth and adjusted ROCE performance over a three-year period, the one-year computations described earlier are averaged over the three-year timeframe.

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Based on key performance measures, adjusted EPS growth and adjusted ROCE, Comerica ranked 6^th among our peers and above or at the median for both categories. The chart below details the funding for the AMI.

2011 AMI Program Results

 

(1)

Comerica's assets were $61.0 billion compared to our peers which had a median asset size of $69.5 billion at December 31, 2011.

(2)

See "Short-Term Cash Incentive Program" above for a description of how we calculate adjusted EPS growth and adjusted ROCE.

2011 Award Calculation

An award under the AMI is the product of base salary, AMI target incentive opportunity and the funding percentage.

Target and Maximum Incentive Opportunity

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2011 Annual Funding Percentages for Adjusted EPS Growth and Adjusted ROCE Performance

To ensure appropriate alignment between pay and performance, Comerica's target incentive opportunity percentages and funding opportunities (detailed in the above charts) are developed based on market pay levels so that at various levels of performance relative to peers, the pay is consistent with that level of performance (e.g., median pay for median performance). Maintaining this alignment with the market allows us to put more emphasis on variable compensation for our executives instead of base salary, or fixed compensation.

The following chart illustrates how the payout percentage of the AMI is calculated using Comerica's 2011 performance.

2011 AMI Program Payout Calculation

Assuming a NEO had a base salary of $300,000 and a Target Incentive Opportunity of 65% of annual base salary, the incentive award would be calculated as described below.

The Committee reserves the right to reduce the calculated awards to account for individual performance or other operating considerations, and has used this discretion to adjust awards downward in prior years. It cannot increase the calculated awards for employees covered under Section 162(m) of the Internal Revenue Code. However, in specified circumstances, the Committee may increase the award for employees not covered under 162(m) and did so in 2011. See footnote 2 of the "2011 Summary Compensation Table."

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2011 AMI Program Awards

(1)

Total funding reflects proration based on the period of time Ms. Parkhill was employed by Comerica.

(2)

Total funding reflects proration based on the period of time Mr. Greene was employed by Comerica.

Several factors were considered in determining the 2011 awards for each of the NEOs. Such factors included Comerica's relative and absolute performance, market competitive total compensation, current and prior compensation levels, and each NEO's individual performance (more detail is provided in the "Roles of the Governance, Compensation and Nominating Committee, Compensation Consultant and Management" section listed above). After the Committee conducted its review and evaluated total compensation for each NEO, then it approved the 2011 awards in the above table.

In 2012, Comerica's independent accountants, at the request of the Committee, issued a report applying certain agreed-upon procedures to assist the Committee in determining that the computations for the incentive awards issued for periods ended December 31, 2011 were made in conformity with the MIP. The report addressed Comerica's 2011 rankings in relation to the peer group for the annual and three-year performance periods, using the measurement components set by the Committee. In order to facilitate making the peer comparison computations in a timely manner, Comerica's results are measured over calendar year-end periods, whereas peer data is taken from periods ending in the third calendar quarter. For example, Comerica's performance for the annual performance period that began on January 1, 2011 and ended on December 31, 2011 would be compared against our peers' performance for the four quarters that began on October 1, 2010 and ended on September 30, 2011.

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Long-Term Incentives

The chart below shows Comerica's annual adjusted EPS and TSR growth relative to CEO realizable stock value from prior equity awards made under our long-term equity incentive program. For 2011, adjusted EPS growth increased 167% and TSR declined 38%, while CEO realizable stock value reflected alignment with long-term shareholder interests.

Adjusted EPS and TSR Growth v CEO Realizable Stock Value

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Chart Notes

•

Realizable stock value reflects the income Mr. Babb received each year from restricted stock vesting or stock option exercises. Restricted stock cliff vests after five years after grant and stock options remain exercisable for ten years after grant.

•

Mr. Babb's 2011 realizable value reflects restricted shares that vested February 15, 2011 with a fair market value at the time of $39.74 per share. He still holds the shares. The value of such shares, based on our December 30, 2011 stock price, is $25.80 per share, representing a 35% decline in value.

•

See "Short-Term Cash Incentive Program" above for a description of how we calculate adjusted EPS growth.

Long-Term Cash Incentive Program

Comerica's long-term portion of the MIP, the Long-Term Management Incentive Program ("LMI"), measures Comerica's relative adjusted EPS growth and adjusted ROCE performance over a three-year period. Utilizing the same metric in both our long and short-term 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.

2011 LMI Program Structure

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For the measurement period 2009 to 2011, Comerica ranked in 3^rd place for adjusted EPS growth and 4^th place for adjusted ROCE performance relative to our peers and performed above the median. The chart below details the funding for the LMI.

2011 LMI Program Results

 

(1)

See "Short-Term Cash Incentive Program" above for a description of how we calculate adjusted EPS growth and adjusted ROE.

2011 Award Calculation

An award under the LMI is the product of base salary, LMI target incentive opportunity and the funding percentage.

Target and Maximum Incentive Opportunity

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2011 Long-Term Funding Percentages for Adjusted EPS Growth and Adjusted ROCE Performance

2011 LMI Program Awards

(1)

Total funding is prorated, where applicable, to exclude impermissible amounts attributable to the time Comerica was a participant in TARP during the performance period.

(2)

Total funding reflects proration based on the period of time Mr. Anderson, Ms. Parkhill and Mr. Greene were employed by Comerica.

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The following chart illustrates how the payout percentage of the LMI is calculated using Comerica's 2011 performance.

2011 LMI Program Payout Calculation

Assuming a NEO had a base salary of $300,000 and a Target Incentive opportunity of 22.5% of annual base salary, the incentive award would be calculated as described below.

All of the NEOs' incentive awards were calculated in this manner and then prorated, where applicable, to comply with TARP regulations due to our participation in TARP until March 17, 2010. Awards were also prorated in the event the NEO was not employed by Comerica during the entire performance period.

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, reinforce our share ownership guidelines, and align management with shareholder interest, since 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:

•

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



•

The total number of shares available for grant under our long-term incentive plans and expected plan life



•

Analysis of Comerica's share usage compared with industry benchmarks



•

The cost of the program to Comerica

While stock value is tied to the long-term future performance of the Company, the grant is made as part of our annual review and accordingly is primarily based on Comerica's prior year performance. The Committee also assesses the NEO's future potential to contribute to Comerica's sustained performance (which includes individual performance, level of responsibility and criticality to the organization), as well as the individual's prior year performance, in determining grants.

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2011 Equity Award 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 historically has been 40% and 60%, respectively. This mix has allowed 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 for NEOs. Additionally, this value mix (40% options / 60% restricted shares) has allowed us to responsibly manage our shares available for grant and provide awards where participant value and company cost are generally equivalent.

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 is 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.

Restricted Stock Units — From time to time, we may grant restricted stock units to executive officers. In 2011, we granted restricted stock units to Ms. Parkhill and Mr. Anderson in conjunction with starting employment with Comerica. Restricted stock units not subject to performance measures have a minimum vesting period of three years.

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. Additionally, the CEO may make off-cycle grants to existing employees who are not executive officers for promotions and retention purposes. Such grants are made on the same schedule as off-cycle grants approved by the Committee and may not exceed 5,000 shares per individual per calendar year.

Stock Ownership Guidelines

In order to pursue our executive compensation philosophy of aligning the interests of our senior officers with those of the shareholders, we have stock ownership guidelines that encourage senior officers, including all of the active NEOs, 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

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five years of being promoted or named to the applicable senior officer position. For purposes of the stock ownership guidelines, stock ownership includes:

•

Unvested shares of restricted stock or restricted stock units;



•

All shares owned by the senior officer;



•

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



•

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

There are approximately 116 senior officers subject to stock ownership guidelines, including the active NEOs. As of December 31, 2011, all active 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 — 2012 Executive Compensation Plan Design Changes

Throughout 2011, the Committee continued to refine Comerica's executive compensation programs consistent with the Company's long-term goals, evolving governance and market practices and shareholder feedback. An analysis of such programs was conducted during the course of 2011. As a result of that analysis, we have determined the following:

•

Revalidated the MIP Peer Group:  The peer group will be maintained for 2012. The top 50 U.S. financial institutions based on asset size were reviewed using a variety of financial metrics (assets, revenue, net income, and market capitalization), business models, geographic locations and competition for talent. Using these criteria, the Committee decided the 2011 peer group was appropriate for 2012 for both the AMI and the LMI. Comerica's asset size totaled approximately $61.0 billion as compared with the peer group, which had a median asset size of $69.5 billion at December 31, 2011.



•

Adjusted Equity Award Mix:  The Committee also reviewed Comerica's historical value mix (40% options / 60% restricted shares). Based on market findings, and to ensure that we continue to responsibly manage our shares available for grant and provide awards where participant value and company cost are generally equivalent, the value mix changed for grants made in 2012. The new mix is 30% of the value received from options and 70% of the value received from restricted shares.



•

Strengthened Relocation Clawback.  Comerica's relocation policy, which is described in more detail below under "Other Compensation and Benefit Programs," provides benefits to many employees at various levels within the organization. All relocation benefits provided under the policy are subject to a clawback if the employee terminates voluntarily or is terminated for cause within a specified amount of time after receiving the benefits. The policy was amended in August of 2011 to require an employee to return 100% of relocation costs if the employee terminates voluntarily or is terminated for cause in the first year following relocation, 50% of relocation costs if the employee terminates voluntarily or is terminated for cause in the second year following relocation and 25% of relocation costs if the employee terminates

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voluntarily or is terminated for cause in the third year following relocation, and will apply to all future relocation packages. Previously, the policy required repayment if an employee terminated in the first year following relocation, with repayment prorated based on service during that time period.

Other Compensation and Benefit Programs

Comerica offers all employees benefit programs that provide protection for health, welfare and retirement. These programs are typical at most companies and include healthcare, life insurance, disability, dental, and vision, as well as an employee stock purchase program and other programs described below under "Retirement Benefits." A deferred compensation program is also provided for highly compensated individuals, including each of the NEOs, and is described in detail below under "Employee Deferred Compensation Plans."

Employee Stock Purchase Plan

Comerica offers employees an Employee Stock Purchase Plan ("ESPP"), which provides participating employees a convenient and affordable way to purchase shares of Comerica common stock without being charged a brokerage fee. Comerica provides a 15% quarterly match on contributions the employee made during that same quarter, provided the employee does not make any withdrawals during the quarter. Following each year-end, Comerica provides a 5% annual retention match on eligible contributions made during the first of the prior two plan-year periods if the employee has not taken any withdrawals from his or her ESPP account during the two year period and is still an employee at the end of the two year period. This encourages stock ownership, which supports our compensation philosophy of aligning the interests of Comerica's employees with those of its shareholders. For further details on ESPP matching contributions made to NEOs during 2011, please see the "2011 Summary Compensation Table."

Relocation Assistance

Comerica's relocation policy provides benefits to many employees at various levels within the organization when they are asked by the Company to relocate or as an inducement to join the Company. Such benefits include: pre-commitment visits, miscellaneous expense allowances, tax assistance, home sale assistance, closing costs on home sale and home purchase, home buyout assistance, home sale incentives of up to $100,000 of employee losses on the sale of homes, home finding trips, household goods shipping, temporary living expenses, duplicate housing expenses and final trip expenses, as applicable. Home buyout assistance is offered if an employee is unable to sell his or her home after marketing the home for 90 days. Home buyout costs are typically based on the average of two independent appraisals; however, in the event the lower appraisal is more than 5% less than the higher appraisal, a third independent appraisal is obtained and the purchase price is based on the average of the two closest appraisals. The relocation policy includes a clawback provision that requires the employee to reimburse Comerica for all or part of the relocation expenses if the employee terminates voluntarily or is terminated for cause within a specified amount of time after receiving the benefits.

Retirement Benefits

Comerica provides retirement benefits to attract and retain employees and to provide avenues for employees to save money for their retirement.

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Pension Plan

Comerica sponsors a tax-qualified defined benefit retirement plan (the "defined benefit plan") that provides a retirement benefit based on an eligible employee's years of service and final average monthly pay. Final average monthly pay is a participant's highest aggregate monthly compensation for 60 consecutive calendar months within the last 120 calendar months before the earlier of retirement or separation from service, divided by 60. Employees hired on or after January 1, 2007 are not eligible to participate in this plan, but are eligible to participate in the Retirement Account Plan discussed below.

For those employees who participate in the defined benefit plan, Comerica also sponsors a Benefit Equalization Plan (the "SERP") to restore benefits that are capped by Internal Revenue Service ("IRS") limits imposed on annual compensation and annual benefit amounts under the defined benefit plan.

401(k) Plan

Comerica also maintains a 401(k) savings plan for all employees. The 401(k) plan provides a 100% match on the first four percent of a participant's qualified earnings, as allowed under the IRS annual compensation limit. The match vests immediately for all 401(k) participants, and the matching criteria are the same for all employees, including the NEOs.

Retirement Account Plan

Employees hired on or after January 1, 2007 are not eligible to participate in Comerica's defined benefit plan but are eligible for a Company allocation pursuant to the Retirement Account Plan after attaining age 21 and completing one year of service. To receive an annual Company allocation (which typically occurs in the first quarter of the year), the participant must have completed at least 1,000 hours of service during the prior calendar year. The allocation varies based on the sum of the participant's age and years of service and is based on a percentage of base salary:

The maximum annual compensation of any participant that Comerica can consider in computing an allocation under the Retirement Account Plan for 2011 was $245,000. Company contributions are 100% vested after 3 years of service or at age 65 or upon death while an employee. Payment of vested accounts may be made in a lump sum, periodic or partial distributions. No in-service distributions or loans are allowed from Comerica contribution accounts. Mr. Farmer and Mr. Anderson are current participants in the Retirement Account Plan, and Ms. Parkhill will participate in the Retirement Account Plan once she meets applicable service eligibility requirements.

Perquisites

Effective June 30, 2010, Comerica eliminated all of its perquisite programs. Comerica determined it was no longer necessary to provide the NEOs with perquisites as part of a competitive compensation and benefits package. With the acquisition of Sterling Bancshares, Inc., we will fulfill

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certain outstanding obligations concerning perquisites for legacy employees of Sterling (none of whom are NEOs), but do not intend to continue the programs going forward.

Comerica has historically prohibited, and continues to prohibit, the use of corporate aircraft for personal use by executive officers, including the NEOs (except in the event of an emergency such as a medical or life-threatening event, in which case the executive is required to reimburse Comerica for the full incremental cost of such use).

Employment Contracts and Severance or Change of Control Agreements

Change of Control Agreements

We maintain change of control agreements with all of our active NEOs. The change of control agreements aid us in attracting and retaining executives by reducing the personal uncertainty that arises from any business combination. Such change of control agreements further make executives neutral to any change of control transaction, ensuring executives make decisions that are in the best interest of Comerica and our shareholders.

If a change of control of Comerica occurs, each active NEO will have a right to continued employment for a period of 30 months from the date of the change of control (the "Employment Period").

If the executive dies or becomes disabled during the Employment Period, the executive or his or her beneficiary will receive accrued obligations, including salary, pro rata bonus, deferred compensation and vacation pay, and death or disability benefits.

If Comerica terminates the executive's employment for a reason other than cause or disability during the Employment Period, the agreement provides the following severance benefits ("Change of Control Benefits"):

•

any unpaid base salary through the date of termination;



•

a proportionate bonus based upon the highest annual bonus he or she earned during any of the last three fiscal years prior to the change of control or during the most recently completed fiscal year following the change of control ("highest annual bonus");



•

an amount equal to three times the sum of the executive's annual base salary plus the executive's highest annual bonus;



•

a payment equal to the excess of: (a) the retirement benefits he or she would receive under Comerica's defined benefit pension and excess plans or Retirement Account Plan, as applicable, if he or she continued to receive service credit for three years after the date his or her employment was terminated, over (b) the retirement benefits he or she actually accrued under the plans as of the date of termination;



•

provision of health, accident, disability and life insurance benefits for three years after the executive's employment terminates, unless he or she becomes eligible to receive comparable benefits during the three-year period;



•

payment of any legal fees and expenses reasonably incurred by the executive to enforce his or her rights under the agreement; and



•

outplacement services.

These amounts would be paid in a lump sum with the exception of the health, accident, disability and life insurance benefits and the payment of legal fees and outplacement services, which would be paid as the expenses were incurred. All payments would be made by Comerica or the surviving entity.

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Change of control agreements issued in 2008 and before included an excise tax benefit and a window period feature. Accordingly, Mr. Babb, Ms. Acton, Mr. Farmer and Mr. Fulton would also receive the Change of Control Benefits if they resigned for any reason within the 30 days after the one-year anniversary of the change of control. Additionally, if any payment or benefit to such executives under the agreement or otherwise were subject to the excise tax under Section 4999 of the Internal Revenue Code, the executive would receive an additional payment in an amount sufficient to make the executive whole for any such excise tax. However, if such payments (excluding additional amounts payable due to the excise tax) did not exceed 110% of the greatest amount that could be paid without giving rise to the excise tax, no additional payments would be made with respect to the excise tax, and the payments otherwise due to the executive would be reduced to an amount necessary to prevent the application of the excise tax. Mr. Greene was party to a change of control agreement while employed with Comerica, but such agreement expired upon his retirement.

Comerica has not entered into any new agreements since 2008 that include the excise tax benefit and window period provisions. Furthermore, Comerica will not include these provisions in new agreements going forward.

Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb, Jr.

On May 29, 1998, Comerica entered into a Supplemental Pension and Retiree Medical Agreement with Mr. Babb, which is designed to make him whole with respect to pension benefits that he lost when he left his prior employer to come to Comerica. The agreement was entered into pursuant to an understanding reached when Mr. Babb was hired. This supplemental pension provides Mr. Babb a benefit equal to the amount to which he would have been entitled under Comerica's Pension Plan had he been employed by Comerica since October 1978 (an additional 17 years of service), less amounts received by him under both Comerica's Pension Plan and the defined benefit pension plans of his prior employer. In addition, Comerica will provide Mr. Babb and his spouse with retiree medical and accidental insurance coverage for his and her lifetime on a basis no less favorable than such benefits were provided to them as of the date of the agreement. For additional information on Mr. Babb's supplemental pension arrangements, please see the table below entitled, "Pension Benefits at Fiscal Year-End 2011."

Deductibility of Executive Compensation

Comerica's executive compensation programs are designed to maximize the deductibility of executive compensation under the Internal Revenue Code. However, the Committee reserves the right in the exercise of its business judgment to establish appropriate compensation levels for executive officers that may exceed the limits on tax deductibility established under Section 162(m) of the Internal Revenue Code or not satisfy the performance-based award exception under Section 162(m), and therefore would not be deductible.

Participation in the TARP Capital Purchase Program imposed additional limitations under Section 162(m) of the Internal Revenue Code. During the TARP period, the Company's deduction for annual compensation for the Section 162(m) "covered executives" was limited to $500,000 and the "performance-based exception" of Section 162(m) was not available. As a result, certain portions of our executive officers' compensation attributable to services during our TARP participation period (November 13, 2008 to March 17, 2010) may not be deductible when paid. Such additional deductibility limitations ceased with respect to compensation earned after the Company's redemption on March 17, 2010, of the preferred stock issued under the TARP Capital Purchase Program.

The aggregate nondeductible portion of compensation paid in 2011 to NEOs is $1,965,570. The primary component of this nondeductible compensation is the value of restricted stock that vested

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in 2011. As discussed in the "Base Salary" section above, the salary stock was granted to maintain competitive compensation, and restricted stock is a critical component of Comerica's executive compensation program. Both helped to attract and retain executives who are vital to our long-term strategy. At a 35% tax rate, the aggregate cost to the Company associated with the inability to deduct this compensation for 2011 is $687,950, or approximately $0.0035 per share outstanding as of December 31, 2011.

Compensation Policies and Practices that Affect Risk Management

We use incentive compensation plans for a significant number of employees in addition to our executive officers. In this section, we describe some of our policies regarding our use and management of our incentive compensation plans, and how we manage risks arising from our use of incentive compensation.

How We Consider Risk When Structuring Incentive Compensation Programs

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Our Philosophy.    Some risk-taking is an inherent part of operating a business. However, we strive to embed a culture of risk management throughout Comerica. Our compensation programs are designed to encourage management of risk and discourage inappropriate risk-taking by utilizing a diverse portfolio of incentive compensation programs for our executives and other senior employees that is expected to reward the desired behavior and results.



•

Our Programs.    To appropriately allocate risk, we use incentives differently based on job type. For example, our NEOs and senior officers participate in the MIP. These are employees with broader, company-wide and/or strategic responsibilities. Accordingly, awards are based on corporate performance (adjusted EPS growth and adjusted ROCE). Other employees participate in incentive plans designed to support the business objectives of the line of business in which they reside, such as commission plans that are used to create a strong sales culture.

How We Identify Potential Risks Arising from Incentive Compensation

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Through Board Review.    The Committee annually reviews the structure and components of our compensation arrangements, the material potential sources of risk in our business lines and compensation arrangements, and various policies and practices of Comerica that mitigate this risk. Within this framework, the Committee discusses the parameters of acceptable and excessive risk-taking and the general business goals and concerns of the Company, including the need to attract, retain and motivate top tier talent. In particular, the Committee focuses on the risks associated with the design of each plan, particularly higher risk incentive plans, the mitigation factors that exist for each plan, additional factors that could be considered and an overall risk assessment with respect to the plans. The risks with regard to employee compensation plans are assessed based on the plan design features and financial impact of each plan. Plan design features that could increase risk, if not for the presence of mitigating factors, have been identified as follows: uncapped sales commissions, plans with significant maximum payouts, plans without a link to corporate performance and lending plans, which by their nature have significant potential impact.



•

Through Third-Party Review.    Comerica's management has engaged Towers Watson, a nationally known consulting firm, to assist Comerica with an assessment of the Company's compensation plans in compliance with SEC requirements on the disclosure of any risk-taking incentives that may have a material adverse effect on the Company. Towers Watson's report indicated that there did not appear to be any element of Comerica's compensation program that would increase the likelihood of executive officers being

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rewarded for taking unnecessary or excessive risks, nor, based on their review, was there any evidence that plans encouraged behavior that might lead to taking excessive business risks. Hewitt, the Committee's independent executive compensation consultant, also reviewed the report and agreed with the conclusions drawn by Towers Watson.

How We Manage Potential Risks Arising from Incentive Compensation

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By using internal controls to mitigate business risk.    Internal controls include the following: a clear separation of operation and production/origination roles; having employees in different roles work in concert with one another so that one individual cannot take risky actions independently; actual allocation of incentive pools is subject to manager recommendations; a portion of incentives within the lending programs is subject to a 12 month holdback period, until applicable payout criteria can be confirmed; and payouts are administered and monitored by Comerica's Finance Department.



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By maintaining a strong governance process to manage employee compensation plans.    We have a Business Unit Incentive Oversight Committee ("BUIOC") comprised of senior leaders within the organization who review and approve incentive plans meeting certain employee or spend thresholds each year. The BUIOC was established by the Committee. Members of the BUIOC are prohibited from voting on a proposed plan if they oversee groups impacted by that plan. Incentive compensation design teams are cross-functional and include non-business unit members, and processes for dispute resolution are consistent across all plans.



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By subjecting incentive compensation to a recoupment (clawback) policy.    We implemented this policy in 2010, as explained more fully on page 25.



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By using performance measures that include or adjust for risk.    Under the MIP, we use performance metrics which are closely correlated to shareholder return. These implicitly include an important risk focus. Under other incentive plans, we incorporate risk adjustment tools, such as: profitability measures, risk rating, probability of default, etc.; and in addition to financial metrics, performance against strategic goals is a key qualitative factor.

Based on the factors identified above, we have determined that risks arising from Comerica's employee compensation plans are not reasonably likely to have a material adverse effect on Comerica. Further, it is both the Committee's and management's intent to continue to evolve our processes going forward by monitoring regulations and best practices for sound incentive compensation.

GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE REPORT

The Governance, Compensation and Nominating Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on that review and those discussions, it recommended to the Board of Directors that the foregoing Compensation Discussion and Analysis be included in Comerica's proxy statement.

The Governance, Compensation and Nominating Committee

Richard G. Lindner, Chairman
Roger A. Cregg
Jacqueline P. Kane
Alfred A. Piergallini

February 28, 2012

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The following table summarizes the compensation of the Chief Executive Officer of Comerica, the Chief Financial Officer of Comerica, the former Chief Financial Officer of Comerica and the three other most highly compensated executive officers of Comerica who were serving at the end of the fiscal year ended December 31, 2011, as well as Dale E. Greene, who would have been included in that category but for the fact that he was not serving as an executive officer at the end of the fiscal year ended December 31, 2011 (collectively, the "named executive officers" or "NEOs").

2011 SUMMARY COMPENSATION TABLE

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The following table provides information on grants of awards to NEOs in the fiscal year ended December 31, 2011 under Comerica's plans, as well as potential payouts for each of the NEOs under the AMI and LMI for the annual performance period covering 2011 and the three-year performance period covering 2009-2011. Where applicable, the estimated future payout values are prorated for the time Comerica was a participant in TARP during the performance period. For more information on our equity compensation plans, see the "Long-Term Incentives" section of the "Compensation Discussion and Analysis."

2011 GRANTS OF PLAN-BASED AWARDS

Footnotes:

(1)

These columns reflect the potential payments for each of the NEOs under the AMI and the LMI for the annual performance period covering 2011 and the three-year performance period covering 2009-2011. Where applicable, the values are prorated (1) to exclude impermissible amounts attributable to the time Comerica was a participant in TARP during the performance period or (2) to prorate amounts based on the period of time Mr. Anderson, Mr. Greene and Ms. Parkhill were employed by Comerica. Refer to the "Short-Term Incentives" portion of the "Compensation Discussion and Analysis" section above for additional information. Because there is the possibility of no incentive funding if Comerica does not meet its performance objectives, the threshold is deemed to be zero. Incentives earned under the AMI and the LMI for the one-year and three-year performance periods in 2011 and 2009-2011 are shown in the Non-Equity Incentive Compensation Plan column of the "2011 Summary Compensation Table."

(2)

As described in the "Compensation Discussion and Analysis" section above, the maximum stated for each NEO under the MIP represents the maximum amount that could be funded for each NEO based upon the achievement of the performance criteria, the NEO's officer level and the NEO's base salary, prorated, where applicable, due to the restrictions imposed on Comerica as a participant in TARP and based on the period of time the officer was employed by Comerica during the performance period.

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(3)

Reflected in this column are the restricted shares granted to NEOs in January of 2011. Unless an award is forfeited prior to vesting, restricted stock awards are subject to 5 year cliff vesting. Refer to the "2011 Equity Award Grants" portion of the "Compensation Discussion and Analysis" section above for more information on restricted stock awards.

Ms. Parkhill's and Mr. Anderson's restricted stock unit grants are also reflected in this column. Grants of restricted stock units include dividend equivalents. For more information regarding these grants see footnote (3) of the "2011 Summary Compensation Table."

Also provided in this column are the phantom salary stock units (salary stock) awarded to Mr. Babb, Ms. Acton, Mr. Farmer, Mr. Fulton and Mr. Greene in January 2011. The specific number of phantom salary stock units was determined each pay period based on Comerica's closing stock price on the grant date. More information can be found above in the "Base Salary" section of the "Compensation Discussion and Analysis." The phantom salary stock units were settled in cash and paid in February 2011. For more details, see footnote (1) of the "2011 Summary Compensation Table" above.

(4)

This column shows the number of stock options granted to the NEOs in January of 2011, as applicable. Option awards generally have a 10-year term and become exercisable annually in 25% increments. Ms. Parkhill's grant was not made until she began her employment with Comerica in August.

(5)

For all applicable NEOs other than Ms. Parkhill, the closing price of Comerica's common stock per share on January 25, 2011, the grant date. For Ms. Parkhill, the closing price of Comerica's common stock per share on August 31, 2011, the grant date.

(6)

This column represents the fair value (at grant date) of phantom salary stock units, stock options and restricted stock/unit awards granted to applicable NEOs in 2011.

The restricted stock and restricted stock unit value is calculated using the closing stock price on the date of grant.

The stock option grant value is based on a binomial lattice valuation. The binomial value assigned to the option grant date in January of 2011 was $11.70. The binomial value assigned to Ms. Parkhill's award was $8.43.

The phantom salary stock unit value reflects the target value Comerica awarded to each applicable NEO.

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The following table provides information on stock option, restricted stock and restricted stock unit grants awarded under the Long-Term Incentive Plan for each NEO that were outstanding as of the end of the fiscal year ended December 31, 2011. The market value of the stock awards is based on the closing market price of Comerica stock on December 30, 2011 of $25.80 per share. For more information on our equity compensation plans, see the "Long-Term Incentives" section of the "Compensation Discussion and Analysis."

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2011

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