COMERICA INC /NEW/, DEF 14A, 1994-04-15

COMERICA INC /NEW/
DEF 14A, 1994-04-15
STATE COMMERCIAL BANKS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
COMERICA INCORPORATED
(Name of registrant as specified in its charter)
BYRON S. COLLIER
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:
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[COMERICA LOGO]

Notice of

Annual Meeting of Shareholders

and

Proxy Statement

1994
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[COMERICA LOGO]

COMERICA TOWER AT DETROIT CENTER

DETROIT, MICHIGAN 48226

April 15, 1994

Dear Shareholder,

You are cordially invited to attend the 1994 Annual Meeting of Shareholders
of Comerica Incorporated, which will be held at 10:00 a.m., on Friday, May 20,
1994 at the Renaissance Conference Center, Renaissance Center, Level 2, Tower
300, Detroit, Michigan. Registration will begin at 9:00 a.m.

We are pleased to enclose our Notice of Annual Meeting, Proxy Statement and
Form of Proxy. The Notice of Annual Meeting and Proxy Statement provide
information pertaining to the matters to be considered and acted upon at the
meeting. Our Annual Report, which was mailed separately and which you should
already have received, summarizes major developments during 1993 and includes
our 1993 financial statements.

Your continuing interest in the business of Comerica Incorporated is
appreciated, and we hope you will attend the Annual Meeting. We believe that the
Annual Meeting provides an excellent opportunity for shareholders to become
better acquainted with Comerica Incorporated and its Directors and officers.

Whether or not you are personally present, it is important that your shares
be represented at the meeting. Accordingly, please sign, date, and mail the
enclosed Proxy promptly. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS, IT IS NOT NECESSARY TO SPECIFY YOUR CHOICES. YOU MAY
MERELY SIGN, DATE, AND RETURN THE ENCLOSED PROXY.

Sincerely,

/s/Eugene A. Miller

Eugene A. Miller
Chairman and Chief Executive Officer
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[COMERICA LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1994

NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of Comerica
Incorporated will be held at the Renaissance Conference Center, Renaissance
Center, Level 2, Tower 300, Detroit, Michigan, on Friday, May 20, 1994 at 10:00
a.m., local time, for the following purposes:

1. To elect four individuals to Class I of the Board of Directors for a
term of three years until the 1997 Annual Meeting of Shareholders.

2. To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on March 23, 1994,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. A list of shareholders entitled to vote at
the Annual Meeting will be available for examination, during ordinary business
hours, at the Corporate Legal Department of the Corporation, 33rd Floor,
Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan, for
the 10 days prior to the Annual Meeting.

You are cordially invited to attend the Annual Meeting in person. If you do
not expect to be present, however, please sign and date the enclosed Proxy and
mail it to the addressee specified on the return envelope enclosed for that
purpose. It will assist us in preparing for the Annual Meeting if shareholders
who do not expect to attend in person will return their signed Proxies promptly,
whether they own few or many shares.

By Order of the Board of Directors,

/s/Judith C. Lalka Dart

Judith C. Lalka Dart
Executive Vice President, General
Counsel and Secretary
April 15, 1994
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[COMERICA LOGO]

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 1994

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Comerica Incorporated (the "Corporation") of the
accompanying Proxy to be used at the Annual Meeting of Shareholders of the
Corporation (the "Annual Meeting") and any adjournment or adjournments of the
Annual Meeting. The Annual Meeting will be held on May 20, 1994 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders.

This Proxy Statement, a Proxy, and the Notice of Annual Meeting will be
mailed to shareholders beginning on April 15, 1994. The Corporation's Annual
Report for the year ending December 31, 1993 was previously mailed to
shareholders.

The mailing address of the principal office of the Corporation is Comerica
Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226.

Only shareholders of record at the close of business on March 23, 1994 will
be entitled to notice of and be eligible to vote at the Annual Meeting. As of
March 23, 1994, there were 114,294,219 shares of Common Stock of the Corporation
outstanding. Each holder of record of Common Stock outstanding at the close of
business on March 23, 1994 is entitled to one vote for each share held. The
Common Stock constitutes the only security of the Corporation whose holders are
entitled to vote upon the proposals to be presented at the Annual Meeting.
Holders of Common Stock vote together as a single class on all matters which
come before the Annual Meeting. A majority of the outstanding shares of Common
Stock of the Corporation as of the record date must be present in person or by
proxy at the Annual Meeting for a quorum to exist for the purpose of conducting
business. If a quorum is present at the Annual Meeting, a majority of those
shares represented at the Annual Meeting must be voted "FOR" the election of a
Director for that Director to be elected to serve on the Board of Directors of
the Corporation. In tabulating the vote, broker non-votes will have the same
effect as a vote to withhold authority for the election of directors.

Shares represented by properly executed Proxies which are received by the
Corporation will be voted at the Annual Meeting in the manner which they
specify. If no instructions are specified in a Proxy, the shares represented by
that Proxy will be voted "FOR" the election of the nominees for

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Class I Directors presented in this Proxy Statement. Any Proxy may be revoked by
the person who submits it at any time before it is voted at the Annual Meeting.

The cost of soliciting Proxies will be borne by the Corporation. The
solicitation of Proxies will be made primarily by mail. The Corporation also
will use the services of Georgeson & Company Inc., a proxy solicitation firm, at
a cost not to exceed $7,500 plus expenses. Proxies may also be solicited by
officers and regular employees of the Corporation and its subsidiaries
personally, and by telephone, facsimile or other means. No additional
compensation will be paid to officers and employees for soliciting Proxies, nor
will their efforts result in more than a minimal cost to the Corporation.
Arrangements may also be made directly by the Corporation with banks, brokerage
houses, custodians, nominees, and fiduciaries to forward solicitation material
to the beneficial owners of stock held of record by them and to obtain
authorization for the execution of Proxies. The Corporation may reimburse
institutional holders for reasonable expenses they incur in connection with this
solicitation.

ELECTION OF DIRECTORS

In accordance with the Corporation's Restated Certificate of Incorporation,
the Board of Directors (the "Board") is divided into three classes. Each year,
on a rotating basis, the terms of office of the Directors in one of the three
classes expires. Successors to the class of Directors whose terms expire are
elected for a three-year term. The Directors whose terms expire at the 1994
Annual Meeting of Shareholders are those Directors who are members of Class I
("Class I Directors").

Pursuant to the Corporation's Bylaws, the Directors Committee of the Board
of Directors has by resolution nominated four individuals for election as Class
I Directors at the 1994 Annual Meeting of Shareholders. Those individuals are E.
Paul Casey, Max M. Fisher, John D. Lewis and Howard F. Sims. All nominees have
agreed to stand for election as a Director of the Corporation. All of the
nominees for Class I Directors have previously been elected as Directors of
either the Corporation or Manufacturers National Corporation (which was merged
with the Corporation on June 18, 1992) by their respective shareholders and,
with the exception of John D. Lewis, were approved as Directors of the
Corporation in the shareholder votes approving the merger of the Corporation and
Manufacturers National Corporation. If any nominee is unable to serve, which is
not anticipated, the number of Directors to be elected at the Annual Meeting of
Shareholders may be reduced by the number of nominees unable to serve, provided
no substitute is recommended by the Directors Committee.

On the basis of information presently available to the Board of Directors,
only the four persons named above as nominees will be nominated for election as
Directors at this year's Annual Meeting. Shares represented by Proxies in the
accompanying form will be voted for the election of such nominees unless a
contrary direction is indicated. If any of the nominees should be unable to
serve,

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the Proxies may be voted for the election of such other person or persons as the
Directors Committee may recommend.

Those persons who are elected Class I Directors at the 1994 Annual Meeting
of Shareholders will hold office for three years. Their terms will expire at the
1997 Annual Meeting of Shareholders or upon the election and qualification of
their successors.

INFORMATION CONCERNING NOMINEES AND INCUMBENT DIRECTORS

The name and age of each nominee and each incumbent Director, his or her
five-year business experience, and the year each became a Director of the
Corporation or of Manufacturers National Corporation, according to information
furnished by each nominee or incumbent Director, appear below. All Directors and
nominees held their present positions for the past five years unless indicated
otherwise. The number of shares of Common Stock of the Corporation owned
beneficially by each nominee or incumbent Director as of March 23, 1994,
according to information furnished by each nominee or incumbent Director,
appears in the table in the section labeled "Security Ownership of Certain
Beneficial Owners and Management" below.

E. PAUL CASEY, 64, Managing General Partner, Metapoint Partners, an
investment partnership; President of E. Paul Casey Associates
(1987-1989), investment counseling. Also a director of Wyman-Gordon
Company.................................................................. 1973

MAX M. FISHER, 85, Investor. Also a director of Sotheby's Holdings, Inc.
and Owens-Illinois, Inc. (Director Emeritus)............................. 1973

JOHN D. LEWIS, 45, Vice Chairman (January 1994 to present and January 1990
to June 1992), Executive Vice President (June 1992 to January 1994 and
1988 through December 1989), Comerica Incorporated; Vice Chairman
(January 1990 to June 1992), Executive Vice President (1988 through
1989), Comerica Bank..................................................... 1994
(also from
1989-1992)

HOWARD F. SIMS, 60, Chairman, Sims-Varner and Associates, Inc., an
architectural, engineering and planning firm. Also a director of MCN
Corporation.............................................................. 1981
</TABLE>

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<TABLE>
<CAPTION>
NAME, AGE AND FIVE-YEAR DIRECTOR
BUSINESS EXPERIENCE SINCE
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<S> <C>
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1995
(CLASS II DIRECTORS)
JAMES F. CORDES, 53, Executive Vice President, The Coastal Corporation, a
diversified energy company; President, American Natural Resources Company, a
diversified energy company. Also a director of ANR Pipeline Company, The
Coastal Corporation, Colorado Interstate Gas Company, Great Lakes Gas
Transmission Company, and Royal Group, Inc. ..................................
1984
GERALD V. MACDONALD, 55, Retired; Chairman and Chief Executive Officer (June
1992 to June 1993), Comerica Incorporated; Chairman and Chief Executive
Officer (1990 to June 1992), President and Chief Executive Officer (1990),
President (1989), Manufacturers National Corporation; Chairman and Chief
Executive Officer (1989 to June 1992), President and Chief Executive Officer
(1988 to 1989), Manufacturers Bank, N.A. .....................................
1984
EUGENE A. MILLER, 56, Chairman and Chief Executive Officer (June 1993 to
present), President and Chief Operating Officer (June 1992 to June 1993),
Chairman, President and Chief Executive Officer (January 1990 to June 1992),
President and Chief Executive Officer (January 1989 to January 1990), Comerica
Incorporated; Chairman and Chief Executive Officer (June 1992 to present),
Chairman, President and Chief Executive Officer (December 1991 to June 1992),
Chairman and Chief Executive Officer (January 1990 to December 1991),
President and Chief Executive Officer (January 1989 to January 1990), Comerica
Bank. Also a director of The Detroit Edison Company. .........................
1979
PATRICIA SHONTZ LONGE, PH.D., 60, Economist; Senior Partner, The Longe Company,
an investment, management and economic consulting company. Also a director of
Jacobson Stores, Inc., The Detroit Edison Company, Warner-Lambert Company and
The Kroger Company. ..........................................................
1973
</TABLE>

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<TABLE>
<CAPTION>
NAME, AGE AND FIVE-YEAR DIRECTOR
BUSINESS EXPERIENCE SINCE
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<S> <C>
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1996
(CLASS III DIRECTORS)
J. PHILIP DINAPOLI, 54, Manager, Real Estate Division of the DiNapoli family
holdings; Chairman, Citation Insurance Group; Chairman, Comerica California
Incorporated; Secretary, Sun Garden Packing Co., a food processing company.
Also a director of San Jose Water Company, Sun Garden Packing Co. and Mayfair
Packing Co. ..................................................................
1991
WAYNE B. LYON, 61, President and Chief Operating Officer, Masco Corporation,
manufacturer of diversified household and consumer products. Also a director
of Masco Corporation, Payless Cashways, Inc. and Formica Corporation. ........
1986
MICHAEL T. MONAHAN, 55, President (June 1993 to present), Comerica Incorporated;
President (June 1993 to present), President and Chief Operating Officer (June
1992 to June 1993), Comerica Bank; President (1990 to June 1992), Vice
Chairman (1989 to 1990), Manufacturers National Corporation; President and
Chief Operating Officer (1989 to June 1992), Vice Chairman (1987 to 1989),
Manufacturers Bank, N.A. Also a director of Jacobson Stores, Inc. ............
1993
ALFRED A. PIERGALLINI, 47, Director, Chairman and Chief Executive Officer
(December 1989 to present), President and Chief Operating Officer (April 1989
to December 1989), Gerber Products Company, a producer and marketer of baby
food, baby care and infant apparel; Senior Vice President, Carnation Co. (1987
to April 1989). Also a director of Gerber Life Insurance Company..............
1991
ALAN E. SCHWARTZ, 68, Partner, Honigman Miller Schwartz and Cohn, Attorneys.
Also a director of Unisys Corporation, Core Industries Inc., The Detroit
Edison Company, Handleman Company, Howell Industries, Inc., and Pulte
Corporation...................................................................
1976
</TABLE>

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Six regular and five special meetings of the Board of Directors and an
organization meeting, following the Annual Meeting of Shareholders, were held
during 1993. During 1993, all incumbent Directors attended at least 75% of the
aggregate of (1) the total number of meetings of the Board of Directors and (2)
the total number of meetings held by all Committees of the Board on which they
served.

COMMITTEES

The Corporation has several committees on which members of the Board of
Directors serve, including an Executive Committee, an Audit and Legal Committee,
a Directors Committee, a

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Compensation Committee and a Risk Asset Quality Review Committee. Eugene A.
Miller and Michael T. Monahan, as Chairman and President of the Corporation,
respectively, are members of all of the Committees of the Board except the Audit
and Legal Committee and the Compensation Committee. All Committees are charged
to make regular reports to the Board, keep the Board informed on matters that
come before them and advise the Board on any development which the Committee
believes should have Board consideration.

The Executive Committee did not meet during 1993 and is currently composed
of the following Directors in addition to Mr. Miller (Chairman) and Mr. Monahan:
E. Paul Casey; Max M. Fisher; Wayne B. Lyon; Alfred A. Piergallini; Thomas F.
Russell; and Alan E. Schwartz. The responsibilities of the Committee in general
are to exercise the authority, powers and duties of the Board in the management
of the business and affairs of the Corporation between meetings of the Board.

The Audit and Legal Committee met three times during 1993 and is currently
composed of the following Directors: Dr. Patricia Shontz Longe (Chairman); James
F. Cordes; J. Philip DiNapoli; Donald R. Mandich; Dean E. Richardson; and Howard
F. Sims. The qualification criteria for Directors appointed to the Committee
include that they may not be an officer or large customer of the Corporation or
its subsidiaries and some members of the Committee must have banking or related
financial management expertise. The responsibilities of the Committee are to:
recommend to the Board the appointment of the independent accounting firm to be
retained to conduct the annual audit of the Corporation; review with the
auditors the scope of the annual independent audit and any reports issued in
connection with it; review the annual financial statements and the financial
reporting process; review the non-audit services performed by the independent
auditors to ensure that performance of such services does not impair the
independence of the auditors; review the periodic examinations made by
regulatory authorities and any replies required in connection with such
examinations; review with management at least annually the role and scope of the
work performed by the internal auditors, including approval of the annual audit
plan and periodic review of the plan status and findings; periodically review
the status of any pending litigation which could be costly to the Corporation or
seriously affect its reputation; review with management the programs and
procedures intended to avoid conflicts of interest, as well as those covering
other aspects of business ethics including executive perquisites; review with
management the programs and procedures to assure compliance with laws,
regulations and corporate policy; review annually the Corporation's disaster
protection program; review annually the adequacy of insurance coverage; meet
privately, at least annually, with the internal auditor, external auditor, chief
financial officer and controller; approve the appointment or dismissal of the
general auditor and review periodically the position of the internal audit
department within the Corporation; and institute investigations of suspected
improprieties including the authority to retain special counsel or other expert
assistance at its discretion.

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The Directors Committee met twice during 1993 and is currently composed of
the following Directors in addition to Mr. Miller and Mr. Monahan: E. Paul Casey
(Chairman); J. Philip DiNapoli; Dr. Patricia Shontz Longe; and Howard F. Sims.
The responsibilities of the Committee are to: determine a desirable balance of
expertise among Board members; identify qualified candidates to fill Board
positions; aid in attracting qualified candidates to the Board; nominate
qualified candidates to fill Board vacancies; nominate qualified candidates for
election as Directors by the shareholders at the Annual Meeting; recommend to
the Board the inclusion of the slate of Director nominees in the Proxy
Statement; consider Director nominees proposed by shareholders; evaluate the
performance of the members of the Board for conformance with established
criteria; review recommended compensation arrangements for members of the Board;
and monitor the Board's retirement policy for Directors. Shareholders desiring
to propose individuals for consideration as Director nominees by the Directors
Committee should contact the Secretary of the Corporation, Judith C. Lalka Dart,
at least 30 days prior to a meeting at which Directors are to be elected.

The Compensation Committee met seven times during 1993 and is currently
composed of the following Directors: Alan E. Schwartz (Chairman); Max M. Fisher;
Wayne B. Lyon; and Alfred A. Piergallini. The responsibilities of the Committee
are to: ensure that the Corporation's executive compensation program will
attract, retain and motivate the key officers of the organization; review all
aspects of the executive compensation program on an annual basis (which program
includes, but is not limited to, executive base salaries, annual and long-term
incentives, deferred compensation programs, option and stock award programs,
special benefits, executive perquisites and employment, severance and management
agreements); recommend annually, for Board approval, the total compensation for
the Chief Executive Officer in relation to the Corporation's performance,
subject to the Miller Agreement described in the section labeled "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements"
below, and review and approve management's compensation recommendations for
executive officers; administer the Corporation's Long-Term Incentive Plan; and
approve compensation parameters for all other officers and staff of the
Corporation and its affiliates. The Committee is authorized to hire and seek the
advice of outside consultants, as it may reasonably require.

The Risk Asset Quality Review Committee met three times during 1993 and is
currently composed of the following Directors in addition to Mr. Miller and Mr.
Monahan: Thomas F. Russell (Chairman); James F. Cordes; Donald R. Mandich; and
Dean E. Richardson. The responsibilities of the Committee are to: review the
Corporation's credit quality statistics and compare them with internal
management targets and industry data for the Corporation; review and recommend
credit policies, as appropriate, and promote the use of sound operating
procedures for credit administration throughout the various affiliates of the
Corporation; review the methodology for the Allowance for Loan and Lease Loss
Reserves for the Corporation and compare the analysis to actual reserve levels;
and review the reports submitted by the Corporation's corporate loan review
system to monitor compliance with policy and overall performance.

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DIRECTORS' COMPENSATION

Directors who are also employees of the Corporation are excluded from
receiving additional compensation for their service on the Board of Directors
and its committees. Non-employee Directors receive a quarterly retainer of
$3,750 which is paid in advance. Non-employee Directors also receive $1,000 for
attending each of the Corporation's Board meetings, and $850 for attending each
of the Corporation's Committee meetings. The Chairman of each Committee receives
an additional annual retainer of $3,000 (paid in advance $750 each quarter). The
Corporation also provides each non-employee Director a $150,000 business travel
accidental death and dismemberment insurance benefit through CIGNA. In addition
to the meeting fees, board members are reimbursed for all expenses incurred for
the purpose of attending a meeting, including airfare, mileage, parking,
transportation and hotel. The Corporation currently maintains directors' and
officers' liability insurance policies with a primary limit of $20 million and
an excess limit of $20 million. The primary limit policy is insured through the
Financial Institution Risk Retention Group and the excess limit policy is
insured through the Federal Insurance Company (a member of the Chubb Group).

DIRECTORS' RETIREMENT PLAN

The Corporation maintains a retirement plan for non-employee Directors who
retire with at least five years of Board service. The plan provides that a
Director shall accrue one month of retirement income credit for each month of
Board service not to exceed one hundred twenty months of credit. A Director's
monthly retirement benefit shall be equal to one-twelfth of the annual Board
retainer fee in effect as of the date of the Director's retirement from the
Board, payable for the number of months equal to the number of months the
Director accrued retirement income credit, but not beyond the Director's death.
A Director becomes vested in the plan after five years of service on the Board
of Directors and will begin to receive benefits either upon reaching age 65 or
retiring from the Board, whichever occurs later. Payments may commence prior to
the Director's attainment of age 65 if he or she retires from the Board prior to
attaining age 65 due to illness or disability. This plan also gives full credit
to Directors for the years they served on the Board of Directors of
Manufacturers National Corporation.

GENERAL INFORMATION

EXECUTIVE OFFICERS OF THE CORPORATION

Below is a current listing of Executive Officers of the Corporation setting
forth their name, age, five-year business experience and year each became an
Executive Officer of the Corporation. As used herein, the term "Executive
Officers" of the Corporation means those officers designated as executive
officers by the Corporation's Board of Directors, and includes the Chairman,
President,

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Chief Financial Officer, Chief Accounting Officer, Secretary, and officers in
charge of principal business units or who perform significant policy making
functions of the Corporation, and includes persons who hold officer titles from
the Corporation's subsidiaries. Executive Officer appointments are made or
reaffirmed annually at the organization meeting of the Board of Directors held
immediately following the Annual Meeting. At its regular meetings, the Board may
also make other Executive Officer appointments. With regard to the Executive
Officers' five-year business experience, please note that Comerica Bank,
Comerica Bank-California, Comerica Bank-Illinois, Comerica Bank-Texas and
Comerica Bank & Trust, F.S.B. are wholly-owned subsidiaries of the Corporation,
that Manufacturers National Corporation was merged with the Corporation on June
18, 1992, and that Manufacturers Bank, N.A. and Affiliated Bank were
wholly-owned subsidiaries of Manufacturers National Corporation.

<TABLE>
<CAPTION>
YEAR BECAME
EXECUTIVE
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE OFFICER
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<S> <C> <C> <C>
Joseph J. Buttigieg, III... 48 Executive Vice President (June 1992 to 1992
present), Comerica Bank; Executive Vice
President (1990 to June 1992), Senior Vice
President (1988 to 1990), Manufacturers
Bank, N.A.

Richard A. Collister....... 49 Executive Vice President (November 1992 to 1992
present), Comerica Incorporated; Executive
Vice President (May 1993 to present)
Comerica Bank; First Vice President (1989 to
November 1992), Merrill Lynch & Co.; Vice
President (1977 to 1989), Chase Manhattan
Bank, N.A.

Robert L. Condon........... 56 Executive Vice President (July 1986 to 1986
present), Comerica Incorporated; Executive
Vice President (1986 to June 1992), Comerica
Bank.

Judith C. Lalka Dart....... 46 Executive Vice President, General Counsel 1992
and Corporate Secretary (November 1992 to
present), Senior Vice President, General
Counsel and Corporate Secretary (1985 to
November 1992), Comerica Incorporated;
Executive Vice President, General Counsel
and Corporate Secretary/Cashier (December
1992 to present), Senior Vice President,
General Counsel and Corporate
Secretary/Cashier (1985 to December 1992),
Comerica Bank.
</TABLE>

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<TABLE>
<CAPTION>
YEAR BECAME
EXECUTIVE
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE OFFICER
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
George C. Eshelman......... 41 Executive Vice President (January 1994 to 1994
present), Senior Vice President (1986 to
1989), Comerica Incorporated; Executive Vice
President (January 1994 to present), Senior
Vice President (1986 to January 1994),
Comerica Bank.

Douglas W. Fiedler......... 47 President and Chief Executive Officer (May 1993
1993 to present), Comerica Bank & Trust,
F.S.B.; First Vice President (1989 to May
1993), Comerica Bank.

J. Michael Fulton.......... 45 President and Chief Executive Officer (July 1993
1993 to present), Executive Vice President
(July 1990 to July 1993), Comerica
Bank-California; Senior Vice President (1988
to July 1990), Comerica Incorporated.

Charles L. Gummer.......... 47 President and Chief Executive Officer (1990 1992
to present), Executive Vice President (1988
to 1990), Comerica Bank-Texas; Senior Vice
President (1987 to June 1992), Comerica
Incorporated and Comerica Bank.

Robert A. Herdoiza......... 61 Executive Vice President (June 1992 to 1992
present), Comerica Bank; Executive Vice
President (1982 to June 1992), Manufacturers
Bank, N.A.

Arthur W. Hermann.......... 49 Senior Vice President and Controller (1987 1992
to present), Comerica Incorporated; Senior
Vice President and Controller (1987 to June
1992), Comerica Bank.

Thomas R. Johnson.......... 50 Executive Vice President (May 1993 to 1992
present), Comerica Incorporated; Executive
Vice President (June 1992 to May 1993),
Comerica Bank; Senior Vice President, (1984
to June 1992), Comerica Incorporated and
Comerica Bank.

John D. Lewis.............. 45 Vice Chairman (January 1994 to present and 1988
January 1990 to June 1992), Executive Vice
President (June 1992 to January 1994 and
1988 through 1989), Comerica Incorporated;
Vice
</TABLE>

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<PAGE> 15

Paul H. Martzowka.......... 54 Executive Vice President and Chief Financial 1992
Officer (June 1992 to present), Comerica
Incorporated and Comerica Bank; Executive
Vice President and Chief Financial Officer
(1990 to June 1992), Executive Vice
President, Chief Financial Officer and
Treasurer (1987 to 1990), Manufacturers
National Corporation; Executive Vice
President and Chief Financial Officer (1987
to June 1992), Manufacturers Bank, N.A.

Edward J. Miller........... 47 Executive Vice President (June 1992 to 1992
present), Comerica Bank; Executive Vice
President (1990 to June 1992), Senior Vice
President (1988 to 1990), Manufacturers
Bank, N.A.

Eugene A. Miller........... 56 Chairman and Chief Executive Officer (June 1978
1993 to Present), President and Chief
Operating Officer (June 1992 to June 1993),
Chairman, President and Chief Executive
Officer (January 1990 to June 1992),
President and Chief Executive Officer
(January 1989 to January 1990), Comerica
Incorporated; Chairman and Chief Executive
Officer (June 1992 to present), Chairman,
President and Chief Executive Officer
(December 1991 to June 1992), Chairman and
Chief Executive Officer (January 1990 to
December 1991), President and Chief
Executive Officer (January 1989 to January
1990), Comerica Bank.

Thomas E. Mines............ 45 Senior Vice President and General Auditor 1992
(1987 to present), Comerica Incorporated.

Michael T. Monahan......... 55 President (June 1993 to present), Comerica 1992
Incorporated; President (June 1993 to
present), President and Chief Operating
Officer (June
</TABLE>

11
<PAGE> 16
<TABLE>
<CAPTION>
YEAR BECAME
EXECUTIVE
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE OFFICER
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1992 to June 1993), Comerica Bank; President
(1990 to June 1992), Vice Chairman (1989 to
1990), Manufacturers National Corporation;
President and Chief Operating Officer (1989
to June 1992), Vice Chairman (1987 to 1989),
Manufacturers Bank, N.A.

David B. Stephens.......... 48 Executive Vice President (January 1994 to 1994
present), Senior Vice President (November
1991 to January 1994), Comerica Bank; Senior
Vice President (1983 to November 1991)
Shawmut National Corporation.

Paul D. Tobias............. 43 Executive Vice President (January 1994 to 1992
present), Senior Vice President (October
1990 to January 1994), Comerica
Incorporated; First Vice President (1984 to
October 1990), McDonald & Company
Securities.

David C. White............. 45 President and Chief Executive Officer (April 1992
1992 to present), Comerica Bank-Illinois;
President and Chief Operating Officer (1990
to April 1992), Affiliated Bank; Senior Vice
President (1988 to 1990), Manufacturers
Bank, N.A.
</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Corporation's management knows of no person who, individually or
together with associates, owned beneficially five percent or more of the
Corporation's Common Stock, its only voting security, as of March 23, 1994.

The following table shows information concerning beneficial ownership by
all Directors and nominees, by each of the Executive Officers named in the
Summary Compensation Table below and by all Directors, nominees and Executive
Officers as a group, as of March 23, 1994. The number of shares beneficially
owned by each Director, nominee or Executive Officer is determined under rules
of the Securities and Exchange Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
these rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of March 23, 1994 through
the

12
<PAGE> 17

exercise of any stock option or other right. Unless otherwise indicated, each
person has sole investment and voting power (or shares those powers with his or
her spouse) with respect to the shares set forth in the following table.

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
E. Paul Casey................................................ 13,574 *
Robert L. Condon............................................. 67,262(1) *
James F. Cordes.............................................. 22,245(2) *
J. Philip Dinapoli........................................... 229,352(3) *
Max M. Fisher................................................ 1,739,004(4) 1.5%
John D. Lewis................................................ 95,290(5) *
Patricia Shontz Longe, Ph.D.................................. 4,860 *
Wayne B. Lyon................................................ 16,960 *
Gerald V. MacDonald.......................................... 69,500(6) *
Paul H. Martzowka............................................ 127,368(7) *
Eugene A. Miller............................................. 338,437(8) *
Michael T. Monahan........................................... 158,304(9) *
Alfred A. Piergallini........................................ 5,000 *
Alan E. Schwartz............................................. 19,920(10) *
Howard F. Sims............................................... 3,978 *
Directors, nominees and Executive Officers as a group (30
people).................................................... 3,328,959(11) 2.9%
</TABLE>

- -------------------------

* Represents holdings of less than one percent.

(1) Includes options to purchase 4,500 shares of Common Stock of the
Corporation which have been granted to Mr. Condon under the Corporation's
Long-Term Incentive Plan. The shares shown for Mr. Condon also include
7,508 shares owned directly or indirectly by his spouse as to which he
disclaims beneficial ownership.

(2) The shares shown for Mr. Cordes include 330 shares held by a general
partnership as to which he disclaims beneficial ownership except to the
extent of his pecuniary interest in the partnership.

(3) The shares shown for Mr. DiNapoli include 81,786 shares as to which he
disclaims beneficial ownership.

(4) In addition to the shares shown for Mr. Fisher, members of his family and
various trusts for their benefit own 98,162 shares which are not
beneficially owned by Mr. Fisher under the rules of the Securities and
Exchange Commission. Mr. Fisher's ownership combined with that of these
other members of his family totals 1,837,166 shares. Of the 1,739,004
shares Mr. Fisher owns beneficially under the rules of the Securities and
Exchange Commission, 441,288 shares are owned by a corporation and 8,164
are owned by two trusts for which

13
<PAGE> 18

Mr. Fisher is a trustee. Mr. Fisher shares voting and dispositive powers
over these 449,452 shares and disclaims beneficial ownership of them.

(5) Includes options to purchase 67,690 shares of Common Stock of the
Corporation which have been granted to Mr. Lewis under the Corporation's
Long-Term Incentive Plan.

(6) Includes options to purchase 7,500 shares of Common Stock of the
Corporation which have been granted to Mr. MacDonald under the
Corporation's Long-Term Incentive Plan.

(7) Includes options to purchase 79,830 shares of Common Stock of the
Corporation which have been granted to Mr. Martzowka under the
Corporation's Long-Term Incentive Plan and under option plans of
Manufacturers National Corporation. Pursuant to the terms of the merger
agreement entered into with Manufacturers National Corporation, the
Corporation undertook the obligation to issue its stock in satisfaction of
options issued under the option plans of Manufacturers National
Corporation. The shares shown for Mr. Martzowka also include 6,500 shares
owned by his daughter as to which he disclaims beneficial ownership.

(8) Includes options to purchase 229,356 shares of Common Stock of the
Corporation which have been granted to Mr. Miller under the Corporation's
Long-Term Incentive Plan. The shares shown for Mr. Miller also include
10,000 shares owned by his spouse as trustee and 776 shares owned in trust
for the benefit of his children as to which he disclaims beneficial
ownership.

(9) Includes options to purchase 10,250 shares of Common Stock of the
Corporation which have been granted to Mr. Monahan under the Corporation's
Long-Term Incentive Plan. The shares shown for Mr. Monahan also include
10,430 shares owned by his spouse as trustee as to which he disclaims
beneficial ownership.

(10) The shares shown for Mr. Schwartz include 8,118 shares owned by his spouse
as to which he disclaims beneficial ownership.

(11) As of March 23, 1994, Directors, nominees and Executive Officers as a group
owned beneficially options to purchase 609,745 shares of Common Stock,
which options have been awarded pursuant to the Corporation's Long-Term
Incentive Plan and under option plans of Manufacturers National Corporation
and are included in the above referenced 3,328,959 shares of Common Stock
beneficially owned by all Directors, nominees and Executive Officers.
Pursuant to the terms of the merger agreement entered into with
Manufacturers National Corporation, the Corporation undertook the
obligation to issue its stock in satisfaction of options issued under the
option plans of Manufacturers National Corporation.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation received by the
Corporation's Chief Executive Officer, former Chief Executive Officer and each
of the four remaining Executive Officers of the Corporation who received the
highest compensation during the fiscal year ended December 31, 1993. This table
summarizes the compensation of these Executive Officers for the last three (3)
fiscal years ended December 31, 1993, 1992 and 1991.

14
<PAGE> 19

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------- -----------------------------------
AWARDS PAYOUTS
----------------------- ---------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
SALARY COMPENSATION AWARD(S) OPTIONS LTIP COMPENSATION
NAME AND PRINCIPAL FISCAL (3) BONUS (4) (5)(6)(7) (8) PAYOUTS (4)(9)
POSITION(1) YEAR $ $ $ $ # $ $
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller........... 1993 600,000 261,100 27,181 0 27,800 0 46,954(10)
Chairman of the Board and 1992 622,900 450,600 8,534 0 30,000 0 600
Chief Executive Officer, 1991 560,000 312,200 0 41,252
Comerica Incorporated and
Comerica Bank

Michael T. Monahan......... 1993 485,000 184,700 17,913 453,750 20,000 0 800
President, Comerica 1992 470,000 318,600 n/a 0 21,000 0 600
Incorporated and Comerica 1991 440,000 261,200 0 0
Bank

John D. Lewis.............. 1993 333,000 126,800 14,825 302,500 13,000 0 26,415(11)
Vice Chairman, Comerica 1992 345,700 203,200 5,883 0 13,400 0 600
Incorporated 1991 300,000 125,500 0 18,452

Paul H. Martzowka.......... 1993 305,000 99,500 12,637 0 10,000 0 800
Executive Vice President 1992 295,000 171,700 n/a 0 12,200 0 600
and Chief Financial 1991 275,000 163,200 0 0
Officer, Comerica
Incorporated and Comerica
Bank

Robert L. Condon........... 1993 272,500 88,800 15,051 0 8,000 0 6,040(12)
Executive Vice President, 1992 282,879 153,400 5,744 0 10,000 0 600
Comerica Incorporated 1991 250,000 87,200 0 12,302

Gerald V. MacDonald(2)..... 1993 304,692 130,600 19,885 0 0 0 380,908(13)
Former Chairman of the 1992 566,700 450,600 1,324,235 0 30,000 0 3,000,600
Board and Chief Executive 1991 500,000 296,800 0 0
Officer, Comerica
Incorporated
</TABLE>

- -------------------------

(1) Although Mr. MacDonald, Mr. Monahan and Mr. Martzowka became Executive
Officers of the Corporation on June 18, 1992, when the Corporation and
Manufacturers National Corporation merged, the Summary Compensation Table
includes information on their compensation for the last three years.

15
<PAGE> 20

(2) Mr. MacDonald ceased to serve as Chairman and Chief Executive Officer of the
Corporation on June 30, 1993, and retired from the Corporation effective
November 1, 1993.

(3) Base salaries for the named Executive Officers did not change in 1993, while
actual amounts paid varied due to a difference in the number of pay periods
in 1992 and 1993 and the effect of base salary increases which occurred
during 1992.

(4) Pursuant to the transition provisions of the Securities and Exchange
Commission's executive compensation disclosure rules for proxy statements,
the Corporation has not calculated the amount of Other Annual Compensation
or All Other Compensation for any of the named Executive Officers for 1991.

(5) On July 16, 1993, Mr. Monahan received 15,000 shares and Mr. Lewis received
10,000 shares of restricted stock. The closing price of Comerica
Incorporated common stock on that date was $30.25 per share.

(6) Restricted stock holdings for the named Executive Officers as of December
31, 1993 are: Mr. Miller, 24,000 shares with a market value of $639,120; Mr.
Monahan, 15,000 shares with a market value of $399,450; Mr. Lewis, 14,000
shares with a market value of $372,820; and Mr. Condon, 4,000 shares with a
market value of $106,520. The market value is calculated as of December 31,
1993 and does not give effect to the diminution in value due to the
restrictions on such stock.

(7) Dividends are payable on restricted stock at the same rate and in the same
form in which dividends are payable on all shares of Common Stock.

(8) The Corporation has never granted any SARs.

(9) The amounts for 1993 include an $800 matching contribution to each of the
named Executive Officers under the Corporation's 401(k) plan.

(10) Includes a one-time payout for accrued but deferred vacation from previous
years of $46,154.

(11) Includes a one-time payout for accrued but deferred vacation from previous
years of $25,615.

(12) Includes a one-time payout for accrued but deferred vacation from previous
years of $5,240.

(13) Includes a $359,908 payment matching certain of Mr. MacDonald's deferred
compensation pursuant to the terms of Manufacturers Executive Incentive
Plan described in the section labeled "Employment Contracts and Termination
of Employment and Change-in-Control Arrangements" below and $20,200 in fees
paid by the Corporation to a trustee for maintaining an irrevocable trust
established to hold funds payable to Mr. MacDonald pursuant to the
MacDonald Agreement described in the section labeled "Employment Contracts
and Termination of Employment and Change-in-Control Arrangements" below.

16
<PAGE> 21

The following table provides information on option grants in 1993 to the
named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR (1)

POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM(3)
----------------------------------------------- -----------------------------
PERCENT
NUMBER OF OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#)(2) YEAR ($/SH) DATE 0%($) 5%($) 10%($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller............ 27,800 3.7% $32.38 2/15/2003 $0 $566,108 $1,434,630
Michael T. Monahan.......... 20,000 2.6% $32.38 2/15/2003 $0 $407,272 $1,032,108
John D. Lewis............... 13,000 1.7% $32.38 2/15/2003 $0 $264,727 $ 670,870
Paul H. Martzowka........... 10,000 1.3% $32.38 2/15/2003 $0 $203,636 $ 516,054
Robert L. Condon............ 8,000 1.1% $32.38 2/15/2003 $0 $162,909 $ 412,843
Gerald V. MacDonald......... 0 n/a n/a n/a n/a n/a n/a
</TABLE>

- -------------------------

(1) The Corporation has never granted any SARs.

(2) This column represents the number of options granted to each named Executive
Officer in 1993. These options become exercisable in 25% increments on each
anniversary date of the grant, beginning on the first anniversary, January
14, 1994. The option exercise price was set at fair market value on the date
of grant.

(3) The dollar amounts under these columns are the result of calculations at 0%
and at the potential realizable value under the 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not intended to
forecast possible future appreciation, if any, of the Corporation's stock
price. These amounts show potential realizable value of the options at the
end of their ten year term and they have not been discounted to reflect the
present value of such amounts. The Corporation did not use an alternative
formula for a grant date valuation, as the Corporation is not aware of any
formula which will determine with reasonable accuracy a present value based
on future unknown or volatile factors.

17
<PAGE> 22

The following table provides information on option/SAR exercises in 1993 by
the named Executive Officers and the value of such officers' unexercised options
at December 31, 1993.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END
--------------------------- ---------------------------
SHARES ACQUIRED VALUE (#) (#) ($) ($)
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Eugene A. Miller............ 0 0 222,406 50,300 2,931,728 0
Michael T. Monahan.......... 0 0 5,250 35,750 0 0
John D. Lewis............... 0 0 64,400 23,050 795,587 0
Paul H. Martzowka........... 0 0 77,330 19,150 960,848 0
Robert L. Condon............ 0 0 2,500 15,500 0 0
Gerald V. MacDonald......... 0 0 7,500 0 0 0
</TABLE>

- -------------------------

(1) The Corporation has never granted any SARs.

No table showing awards pursuant to a long-term incentive plan, as defined
by the Securities and Exchange Commission, during the last fiscal year is
included in this Proxy Statement as no such awards were made during that period.

PENSION PLANS

Prior to the merger of Manufacturers National Corporation and Comerica
Incorporated on June 18, 1992, each corporation maintained its own defined
benefit pension plan. Comerica Incorporated maintained the Comerica Incorporated
Retirement Plan (the "Comerica Plan") and Manufacturers National Corporation
maintained the Manufacturers National Corporation Pension Plan (the
"Manufacturers Plan"). Effective December 31, 1993, the Manufacturers Plan
merged with the Comerica Plan, and the Comerica Plan was amended in its entirety
and restated. The resulting plan which is effective as of January 1, 1994, is
referred to hereinafter as the "1994 Pension Plan". Set forth below are the
estimated annual benefits payable upon retirement under the

18
<PAGE> 23

formula contained in the 1994 Pension Plan with respect to service after 1993
based on various compensation levels and years of credited service. The amounts
shown below are computed without applying the limitations applicable to benefits
payable from qualified plans. Such limitations are discussed below.

FINAL AVERAGE
COMPENSATION ANNUAL PENSION UNDER 1994 PENSION PLAN BASED ON YEARS OF CREDITED SERVICE
- ------------------------------------------------------------------------------------------------------
10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>

$ 100,000 $ 14,304 $ 21,456 $ 28,608 $ 35,760 $ 42,912 $ 47,412
200,000 30,304 45,456 60,608 75,760 90,912 99,912
300,000 46,304 69,456 92,608 115,760 138,912 152,412
400,000 62,304 93,456 124,608 155,760 186,912 204,912
500,000 78,304 117,456 156,608 195,760 234,912 257,412
600,000 94,304 141,456 188,608 235,760 282,912 309,912
700,000 110,304 165,456 220,608 275,760 330,912 362,412
800,000 126,304 189,456 252,608 315,760 378,912 414,912
900,000 142,304 213,456 284,608 355,760 426,912 467,412
1,000,000 158,304 237,456 316,608 395,760 474,912 519,912
1,100,000 174,304 261,456 348,608 435,760 522,912 572,412
1,200,000 190,304 285,456 380,608 475,760 570,192 624,912
1,300,000 206,304 309,456 412,608 515,760 618,912 677,412
</TABLE>

Although the pension of an individual who retires under the 1994 Pension
Plan will be computed on the basis of his or her final average compensation at
the time he or she retires under the 1994 Pension Plan, the portion of such
annual benefit which is attributable to service earned under either the
Manufacturers Plan or the Comerica Plan will be determined by reference to the
prior plan formula under which the individual earned the service. Set forth
below are the estimated annual benefits payable upon retirement under the
formulas contained in the Comerica Plan and the

19
<PAGE> 24

Manufacturers Plan. The amounts shown below are computed without applying the
limitations applicable to benefits payable from qualified plans. Such
limitations are discussed below.

FINAL AVERAGE COMPENSATION ANNUAL PENSION UNDER COMERICA PLAN BASED ON YEARS OF CREDITED SERVICE
- ------------------------------------------------------------------------------------------------------
10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
--------- --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 16,488 $ 24,731 $ 32,975 $ 41,219 $ 49,463 $ 57,706
200,000 33,988 50,981 67,975 84,969 101,963 118,956
300,000 51,488 77,231 102,975 128,719 154,463 180,206
400,000 68,988 103,481 137,975 172,469 206,963 241,456
500,000 86,488 129,731 172,975 216,219 259,463 302,706
600,000 103,988 155,981 207,975 259,969 311,963 363,956
700,000 121,488 182,231 242,975 303,719 364,463 425,206
800,000 138,988 208,481 277,975 347,469 416,963 486,456
900,000 156,488 234,731 312,975 391,219 469,463 547,706
1,000,000 173,988 260,981 347,975 434,969 521,963 608,956
1,100,000 191,488 287,231 382,975 478,719 574,463 670,206
1,200,000 208,988 313,481 417,975 522,469 626,963 731,456
1,300,000 226,488 339,731 452,975 566,219 679,463 792,706
</TABLE>

FINAL AVERAGE COMPENSATION ANNUAL PENSION UNDER COMERICA PLAN BASED ON YEARS OF CREDITED SERVICE
- ------------------------------------------------------------------------------------------------------
10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
--------- --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 14,850 $ 22,274 $ 29,699 $ 37,124 $ 44,549 $ 49,549
200,000 31,516 47,274 63,032 78,791 94,549 104,549
300,000 48,183 72,274 96,366 120,457 144,549 159,549
400,000 64,850 97,274 129,699 162,124 194,549 214,549
500,000 81,516 122,274 163,033 203,791 244,549 269,549
600,000 98,183 147,274 196,366 245,457 294,549 324,549
700,000 114,850 172,274 229,699 287,124 344,549 379,549
800,000 131,516 197,274 263,033 328,791 394,549 434,549
900,000 148,183 222,274 296,366 370,457 444,549 489,549
1,000,000 164,850 247,274 329,699 412,124 494,549 544,549
1,100,000 181,516 272,274 363,033 453,791 544,549 599,549
1,200,000 198,183 297,274 396,366 495,457 594,549 654,549
1,300,000 214,850 322,274 429,699 537,124 644,549 709,549
</TABLE>

Annual benefits under the 1994 Pension Plan, the Comerica Plan and the
Manufacturers Plan are computed utilizing base salary and bonuses for the year
earned as reflected in the Summary Compensation Table.

The 1994 Pension Plan is a tax-qualified plan. Under the Internal Revenue
Code of 1986 (the "Code"), the maximum annual benefit that may be paid under a
qualified plan to any participant, including the named Executive Officers, is
limited to $118,800. Further, the maximum annual compensation of any participant
which may be taken into account in computing benefits under a

20
<PAGE> 25

tax-qualified plan is limited to $150,000. The amount of annual benefits
reflected in the foregoing tables in excess of that which may be paid under a
tax-qualified plan to any participant, including the named Executive Officers,
is paid under non-qualified plans which the Corporation maintains.

The estimated credited years of service under the 1994 Pension Plan for
each of the named Executive Officers are as follows: Eugene A. Miller, 35 years;
Michael T. Monahan, 32 years; John D. Lewis, 23 years; Paul H. Martzowka, 30
years; Robert L. Condon, 33 years; and Gerald V. MacDonald, 33 years. Except in
the case of Mr. MacDonald, who retired under the Manufacturers Plan in 1993,
such credited years of service consist entirely of service earned under either
the Comerica Plan or the Manufacturers Plan through 1993 and carried over to the
1994 Pension Plan by reason of the merger of the plans. The credited years of
service of Messrs. Miller, Lewis and Condon carried over to the 1994 Pension
Plan were earned under the Comerica Plan. The credited years of service of
Messrs. Monahan and Martzowka carried over to the 1994 Pension Plan were earned
under the Manufacturers Plan. All of Mr. MacDonald's credited years of service
were earned under the Manufacturers Plan and none of such service was carried
over to the 1994 Pension Plan since he retired under the Manufacturers Plan.

Under the 1994 Pension Plan, the normal form of pension benefit payable to
a participant who is unmarried at the time he or she retires is a straight life
annuity, the annual amounts of which are set forth in the tables above. The
normal form of pension benefit payable to a participant who is married at the
time he or she retires is a joint and 50% survivor annuity, the amount of which
is actuarially equivalent to the straight life annuity. The benefits listed in
the Pension Plan Tables are not reduced by any social security benefit payable
to the participant and assume retirement at age 65.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Mr. Lewis and Mr. Condon each have management continuation contracts with
the Corporation which provide benefits to them if termination of employment
occurs following a "change in control" of the Corporation (as defined in the
contract) and during the term of the contract, unless such termination is
because of death, "Disability" or "Retirement," by the Corporation for "Cause"
or by the employee other than for "Good Reason" (each as defined in the
contract). If Mr. Lewis or Mr. Condon become entitled to receive severance
benefits under their management continuation contracts, they will receive: a) a
payment equal to 2.99 times their annual base salary, b) the sum of any earned
but unpaid incentive compensation plus a pro rata portion of the aggregate value
of all contingent incentive compensation awards calculated by assuming that
target performances were achieved, c) a cash payment equal to the value of their
outstanding stock options, d) legal fees and expenses incurred as the result of
the termination and e) a continuation of life, disability, accident and health
insurance benefits for 24 months from the date of termination, unless they

21
<PAGE> 26
receive comparable employee benefits during the 24-month period. To the extent
any severance benefits or any other benefits paid to Mr. Lewis or Mr. Condon in
connection with a change in control (together, the "total payments") would not
be deductible by the Corporation as a result of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), the severance benefits will be
reduced until no portion of the total payments is not deductible or severance
benefits are reduced to zero.

Mr. Monahan and Mr. Martzowka continue to participate in the Manufacturers
National Corporation Key Employee Retention Plan (the "Retention Plan"), which
provides benefits to them if "termination of employment" occurs within 24 months
following a "change in control" of the Corporation (as defined in the plan) or
prior to July 1, 1995, whichever is later. If Mr. Monahan or Mr. Martzowka
become entitled to receive benefits under the Retention Plan, they will receive:
a) an amount equal to three (3) times their annual base salary in effect on the
date of termination, b) an amount equal to three (3) times their actual total
incentive compensation averaged over the last three (3) years from the effective
date of termination, c) an amount equal to the present value of the amount which
would be received under pension plans assuming three (3) additional years of
service and compensation, d) an amount equal to their unpaid base salary and
accrued vacation through the effective date of termination, e) continuation of
welfare benefits for three (3) years after termination unless they are covered
for similar benefits from another employer during such three (3) year period and
f), under certain conditions, medical benefits for life. To the extent any
severance benefits or other benefits paid to Mr. Monahan or Mr. Martzowka in
connection with a change in control result in an excise tax to them under
Section 4999 of the Code, their severance benefits under the Retention Plan are
limited to the amount necessary to avoid such excise tax if applying such limit
results in a greater net benefit to them than would otherwise be the case had
they received full severance benefits and paid the excise tax. The terms of the
Retention Plan also allow Mr. Monahan and Mr. Martzowka to elect to receive
benefits identical to those contained in the management continuation agreements,
outlined above, in lieu of the benefits available under the terms of the
Retention Plan.

The Manufacturers National Corporation Executive Incentive Plan allows
former Manufacturers National Corporation ("Manufacturers") employees to receive
additional payments from the Corporation upon retirement, disability, death or
upon termination pursuant to a "qualifying event" within two years of a "change
of control" (both as defined in the plan) if they have elected to defer
incentive compensation. This election was available to former Manufacturers
employees prior to June 18, 1992, but is not currently available and is not
anticipated to be available in the future. Under the plan, an employee who
received incentive compensation from Manufacturers (now the Corporation), and
deferred payment of that incentive compensation by placing it in an account
maintained in the employee's name and invested in variable life insurance
contracts, receives the deferred compensation from Manufacturers (now the
Corporation) according to the following terms. The employee will receive the
amount in the employee's account plus an additional amount

22
<PAGE> 27
equal to: a) upon retirement or upon termination pursuant to a "qualifying
event" within two years of a "change of control", the total amount deferred
pursuant to elections to defer which became irrevocable more than two (2) years
before retirement; b) upon disability, the total amount deferred; or c) upon
death prior to retirement or disability, one and one-half (1 1/2) times the
total amount deferred. Upon termination by the Corporation other than pursuant
to a "qualifying event" within two years of a "change of control", the employee
would receive the amount in their account less 10% of the account's earnings, if
any. Mr. MacDonald, Mr. Monahan and Mr. Martzowka were eligible to participate
in this plan.

Pursuant to the Agreement and Plan of Merger, dated October 27, 1991,
between the Corporation and Manufacturers (the "Merger Agreement"), which was
approved by the shareholders of both companies, the Corporation and Mr.
MacDonald entered into an Agreement (the "MacDonald Agreement") which superseded
Mr. MacDonald's participation in the Key Employee Retention Plan as of June 18,
1992. The MacDonald Agreement provides that Mr. MacDonald would serve as
Chairman of the Board and Chief Executive Officer of the Corporation until June
30, 1994 (the "Period of Employment"). Mr. MacDonald had the option of resigning
from those positions prior to that date, an option which he exercised by
resigning on June 30, 1993.

Mr. MacDonald's annual base salary pursuant to the MacDonald Agreement
equaled the greater of (a) $560,000 or (b) the annual base salary of Mr. Miller,
and could be increased annually upon Board review. Annual bonus payments could
be made to Mr. MacDonald after taking into account Mr. MacDonald's performance
and position as Chairman of the Board and Chief Executive Officer of the
Corporation. In addition to in-service employee benefit and executive
compensation programs, the MacDonald Agreement provides for lifetime health
benefits for Mr. MacDonald and his wife and requires the Corporation to provide
Mr. MacDonald with a supplemental pension benefit, pursuant to which payments
commenced on November 1, 1993. The actuarial equivalent of the supplemental
pension benefit payable pursuant to the MacDonald Agreement is $3,070,000.

Pursuant to the MacDonald Agreement, the Corporation also made a $3,000,000
contribution (less applicable income taxes which were deposited into a separate
account) to an irrevocable trust for the benefit of Mr. MacDonald as of June 18,
1992. See the Summary Compensation Table under "All Other Compensation." Upon
Mr. MacDonald's termination of employment with the Corporation, the amount in
the trust was paid to him.

The MacDonald Agreement provides further that Mr. MacDonald will be
nominated by the Corporation for a seat on the Board of Directors of the
Corporation until he retires from the Board.

Pursuant to the Merger Agreement, the Corporation and Mr. Miller have
entered into an Employment and Continuation Agreement (the "Miller Agreement")
which superseded Mr. Miller's then-existing management continuation contract on
June 18, 1992. The Miller Agreement provides

23
<PAGE> 28
that Mr. Miller would serve as President and Chief Operating Officer of the
Corporation and Chairman of the Board and Chief Executive Officer of Comerica
Bank (the "Initial Position") until the earlier of June 30, 1994 or the date on
which Mr. MacDonald no longer served as Chairman of the Board and Chief
Executive Officer of the Corporation (the "Transition Date"), which occurred on
June 30, 1993. From the Transition Date through June 30, 1997 (with automatic
renewal every two years until Mr. Miller's 65th birthday, unless a majority of
the Corporation's Board votes not to renew), Mr. Miller will serve as Chairman
of the Board and Chief Executive Officer of the Corporation (the "Subsequent
Position"). For the duration of the Miller Agreement, Mr. Miller will be
nominated by the Corporation for a seat on the Board of Directors of the
Corporation whenever his then current term as a director expires.

While employed in either the Initial Position or the Subsequent Position,
Mr. Miller will receive base salary, bonus payments, and grants of stock options
and restricted stock in amounts to be determined by the terms of the Miller
Agreement and the Compensation Committee of the Board commensurate with Mr.
Miller's performance and position and with other similarly situated executives
in other similarly situated companies.

If Mr. Miller's employment is terminated by the Corporation other than for
"Cause" (as defined in the Miller Agreement), by Mr. Miller for "Good Reason"
(as defined in the Miller Agreement), or by reason of the Corporation causing
the Miller Agreement to expire prior to Mr. Miller's 65th birthday, Mr. Miller
will receive the following principal benefits: (i) twelve quarterly payments
(commencing on the date of termination) each equal to the sum of three times his
annual base salary (as in effect at the date of termination) plus one times his
annual bonus (average of most recent three years) divided by twelve (if Mr.
Miller is terminated between the ages of 62 and 65 the amount payable on account
of his salary will be pro rated by the time period remaining until he reaches
age 65), (ii) acceleration of all outstanding stock options, (iii) vesting of
restricted stock grants, (iv) continuation of health and accident insurance for
Mr. Miller and his wife for their lifetimes (unless Mr. Miller receives such
benefits from another source), (v) continuation of life insurance for three
years, and (vi) following the three-year severance payment period, payment under
the same form elected under the Comerica Incorporated Retirement Plan and the
Comerica Incorporated Excess Benefit Plan of the excess of retirement benefits
Mr. Miller would have received under such plans had Mr. Miller been employed
until age 65 over the amounts actually received under such plans. The Miller
Agreement also provides that if Mr. Miller's employment is terminated for any
such reason, the Corporation, subject to the Board's fiduciary duties, will use
its best efforts to nominate Mr. Miller to the Board for the remainder of his
life or until mandatory retirement age.

In the event that any payments to Mr. Miller under the Miller Agreement or
otherwise made to him are subject to an excise tax pursuant to Section 4999 of
the Internal Revenue Code, Mr. Miller will receive a payment so that the amount
he receives is equal to the amount he would have received had no excise tax been
imposed upon his payments.

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<PAGE> 29

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All of the members of the Compensation Committee during 1993, Max M.
Fisher, Wayne B. Lyon, Alfred A. Piergallini and Alan E. Schwartz, are
non-employee directors of the Corporation and none of them are former officers
of the Corporation or its subsidiaries. No Executive Officer of the Corporation
serves as a member of the board of directors or on the compensation committee of
a corporation for which any of the Directors on the Compensation Committee or
the Board of Directors of the Corporation is an executive officer.

Alan E. Schwartz, a director of the Corporation and a member of the
Compensation Committee, is a partner in the law firm of Honigman Miller Schwartz
and Cohn. The Corporation used the services of this firm during 1993 but has
ceased to retain the firm's services except as to the completion of certain
matters in 1994. Work done for the Corporation in 1993 accounted for less than
one percent (1%) of Honigman Miller Schwartz and Cohn's 1993 revenues.

Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the Performance
Graph and the Report of the Compensation Committee below shall not be
incorporated by reference into any such filings.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

ROLE OF THE COMPENSATION COMMITTEE

The Board's Compensation Committee (the "Committee"), composed entirely of
non-employee directors, reviews all aspects of the Corporation's executive
compensation programs, recommends for Board approval the compensation for Eugene
A. Miller, the Corporation's Chairman and Chief Executive Officer, reviews and
approves management's compensation recommendations for all Executive Vice
Presidents and above, including the named Executive Officers, and administers
the Corporation's Long-Term Incentive Plan.

SIGNIFICANT EVENTS

The year 1993 brought many significant events for the Corporation. The
Corporation moved forward in reviewing the expense targets established for its
1992 merger with Manufacturers National Corporation. This review resulted in a
decision early in the second quarter to restructure and to reduce the number of
officers in the organization. Also, in March, 1993, Gerald V. MacDonald, the
Corporation's former Chairman and Chief Executive Officer, announced his
decision to retire approximately one year earlier than expected and Mr. Miller
was designated the new Chief Executive Officer.

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<PAGE> 30

COMPENSATION PHILOSOPHY

Following the 1992 merger of the Corporation and Manufacturers National
Corporation, the Committee created an integrated compensation program taking
into account the historic policies and practices of the merged organizations.
The new program, designed to attract, reward and retain superior executive
talent, emphasizes performance-based compensation. The principal components of
this program are base salaries, annual cash incentive awards and a long-term
stock incentive plan. To assist it in preparing peer group analyses and
compensation program alternatives, the Committee hired an independent
compensation consultant.

The Corporation's Board of Directors relies on the Chief Executive Officer
to provide and execute a successful strategic business vision for the entire
organization and to provide effective leadership for its employees.

In reviewing total compensation levels for all Executive Officers,
including Mr. Miller, Mr. MacDonald and the named Executive Officers, the
Committee evaluates: (i) the Corporation's performance relative to the top fifty
large bank holding companies in the United States (the "performance peer group")
and to internally-set performance goals, as discussed below; and (ii)
compensation levels relative to a selected group of super-regional bank holding
companies located primarily in the Midwest (the "compensation peer group").
Neither the performance peer group nor the compensation peer group are composed
entirely of the institutions used in the Keefe 50-Bank Index, the index used in
the Corporation's performance graph, below. The fifty large bank holding
companies comprising the performance peer group are substantially the same
institutions as those used in the Keefe 50-Bank Index, though there are some
differences, while the compensation peer group consists of a smaller group of
sixteen super-regional financial institutions.

Mr. Miller's total compensation level must also be within parameters set by
the terms of the Miller Agreement, discussed in the section of this Proxy
Statement labeled "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements" above. However, within those parameters, the
Committee establishes Mr. Miller's base salary, bonus payments, and grants of
stock options and restricted stock in amounts commensurate with his performance
and position.

Mr. MacDonald's total compensation level was also controlled by the terms
of the MacDonald Agreement, discussed in the section of this Proxy Statement
labeled "Employment Contracts and Termination of Employment and
Change-in-Control Arrangements" above. Mr. MacDonald's annual base salary
pursuant to the MacDonald Agreement equaled the greater of (a) $560,000 or (b)
the annual base salary of Mr. Miller, and could be increased annually upon Board
review. Annual bonus payments could be made to Mr. MacDonald after taking into
account Mr. MacDonald's performance and position as Chairman of the Board and
Chief Executive Officer of the Corporation.

26
<PAGE> 31

BASE SALARIES

In the second quarter of 1993, the Corporation conducted its first review
of the competitiveness of the new organization's compensation program. This
compensation program review found the Corporation's salaries to be competitive
with the median of those of the compensation peer group. Given the desire to
achieve expense targets, the reductions in the number of employees, and the
competitive position of Comerica's base salaries, management recommended, and
the Compensation Committee approved, freezing the base salaries of senior
management and granting no merit increases in 1993. Accordingly, there were no
base salary increases for the named Executive Officers or Mr. Miller or Mr.
MacDonald in 1993.

ANNUAL CASH INCENTIVE PROGRAM

The Annual Cash Incentive Program provides for awards to Executive Officers
generally based on the Corporation's return on equity relative to the
performance peer group and return on equity targets approved annually by the
Committee. For 1993, the annual management incentive payouts were based on
achieving at least a minimum return on equity of 14% and reach a maximum payout
at 20% return on equity. These internal targets were established by the
Committee prior to the beginning of the year. Mr. Miller's and Mr. MacDonald's
awards under the Annual Cash Incentive Program are also subject to the
parameters set forth in the Miller Agreement and the MacDonald Agreement,
respectively.

Although not the sole measure, the Committee members believe that return on
equity is a very significant measure of corporate performance. Upon
establishment of return on equity and the Corporation's position in relation to
the performance peer group, the Committee determines a pool of money for
distribution. Actual distributions to Mr. Miller and the other Executive
Officers as individual program participants are a function of corporate
performance and their position in the organization.

The 1993 annual management incentive payouts for Mr. MacDonald, Mr. Miller
and the named Executive Officers were based on a 15.94% return on equity in
1993, placing Comerica in the fourth quintile of the performance peer group. Mr.
MacDonald's payout was pro-rated to reflect only the portion of 1993 for which
he was actively employed.

Mr. Miller's 1993 cash bonus under the Annual Cash Incentive Program, when
combined with his base salary, yielded total 1993 cash compensation for him
slightly below the median for the compensation peer group. The Corporation's
performance, as measured by return on equity, was slightly below median for the
performance peer group. Mr. MacDonald's total 1993 cash compensation was for a
partial year and cannot be compared with the compensation peer group.

27
<PAGE> 32

LONG-TERM INCENTIVE PLAN

The Corporation's Long-Term Incentive Plan provides stock awards for key
officers (including all of its Executive Officers). The Plan's objective is to
align the interests of the Corporation's key officers with those of its
shareholders and to encourage long-term strategic planning for the organization
by the key officers.

Awards in 1993 were composed principally of stock option grants having
exercise prices equal to the fair market value of the Corporation's Common Stock
on the grant date. Because executives receive value from stock option awards
only in the event of stock price appreciation, the Committee believes stock
options serve as a strong incentive for executive performance. Individual grants
are based upon an executive's level of responsibility and contribution to the
Corporation and not necessarily upon previous stock option awards. Awards to Mr.
Miller are a percentage of his base salary, and are reviewed and approved by the
Committee, which may adjust such awards based upon other factors such as
corporate and individual performance. The percentage of Mr. Miller's base salary
used in determining his stock option awards is determined by the Committee based
upon other similarly situated executives in the compensation peer group. The
Committee's executive compensation consultant reported that the Corporation's
1993 stock option awards to Mr. Miller and the named Executive Officers ranked
below the median of the compensation peer group.

In determining restricted stock awards, the Committee reviews awards
granted to other similarly situated executives in the compensation peer group
and does not necessarily consider previous restricted stock awards. Michael T.
Monahan, President of the Corporation, and John D. Lewis, Vice Chairman of the
Corporation, as key officers of the Corporation, were issued restricted stock in
1993 with a five (5) year cliff vesting schedule. No other restricted stock was
issued to Mr. Miller or the other named Executive Officers.

DEFERRED COMPENSATION PROGRAM

Effective January 1, 1994, the Committee approved implementation of a
deferred compensation program. This program allows certain officers, including
Mr. Miller and the named Executive Officers, and other eligible employees to
defer receipt of compensation until retirement. For 1994, only the annual cash
incentive payouts, normally paid in 1995, may be deferred. The deferred
compensation will be invested in one or more of seven (7) Ambassador Funds and
the earnings will accumulate within the accounts. A "rabbi trust" has been
established to protect the plan assets. No employees were eligible to defer any
compensation earned in 1993.

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<PAGE> 33

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Currently, only Mr. Miller's compensation potentially exceeds the limits on
tax deductibility established in Section 162(m) of the Internal Revenue Code
("Section 162(m)") for taxable years beginning in 1994. However, some or all of
the compensation paid to Mr. Miller is grandfathered pursuant to the Miller
Agreement and certain transition rules and thus is not subject to the
restrictions on tax deductibility established in Section 162(m). No other
Executive Officer of the Corporation currently receives sufficient compensation
to require consideration of whether the deductibility of his or her compensation
could be affected by Section 162(m).

THE COMPENSATION COMMITTEE

Alan E. Schwartz, Chairman
Max M. Fisher
Wayne B. Lyon
Alfred A. Piergallini

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<PAGE> 34

PERFORMANCE GRAPH

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

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMERICA INCORPORATED, KEEFE 50-BANK INDEX, AND S&P 500 INDEX
(ASSUMES $100 INVESTED ON 12/31/88 AND REINVESTMENT OF DIVIDENDS)

<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Comerica Keefe S&P 500
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 110 119 132
1990 102 85 128
1991 204 135 166
1992 251 172 179
1993 217 182 197
</TABLE>

TRANSACTIONS OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

Directors, Director nominees and Executive Officers of the Corporation and
individuals named in the beneficial ownership table above, or related entities,
were customers of and had transactions (including loans and commitments to lend)
with the banking affiliates of the Corporation in the ordinary course of
business during 1993. All such loans and commitments were made by such banking
affiliates on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than

30
<PAGE> 35

normal risk of collection or present other unfavorable features. Any such loan
transaction presently in effect with any Director, nominee, Executive Officer or
individual named in the beneficial ownership table, or any related entity, is
current as of this date.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Under Section 16(a) of the Securities Exchange Act of 1934, the
Corporation's Directors, Executive Officers, and ten percent or greater
shareholders are required to report their initial ownership of the Corporation's
equity securities and any subsequent changes in that ownership to the Securities
and Exchange Commission and the New York Stock Exchange. Specific due dates for
these reports have been established and the Corporation is required to disclose
in this proxy statement any failure to file by these dates during 1993. All of
the filing requirements were satisfied except that: James F. Cordes, Thomas R.
Johnson, Robert A. Herdoiza, Gerald V. MacDonald and Paul D. Tobias each filed
one late report reporting one transaction and Richard A. Collister filed one
late report reporting three transactions. In making these disclosures, the
Corporation has relied solely on written representations of its Directors and
Executive Officers and copies of the reports that they have filed with the
Securities and Exchange Commission.

INDEPENDENT ACCOUNTANT

Upon recommendation of the Audit and Legal Committee, the Board of
Directors selected Ernst & Young as independent accountants to audit the
Corporation's financial statements for 1994. Ernst & Young also audited the
Corporation's financial statements for 1993 and 1992. Representatives of the
firm will attend the Annual Meeting, will have an opportunity to make a
statement, and will be available to answer questions that may be asked by
shareholders.

CHANGE IN INDEPENDENT ACCOUNTANT

KPMG Peat Marwick previously were the principal accountants for the
Corporation. On June 19, 1992, the day after the merger of the Corporation and
Manufacturers, KPMG Peat Marwick's appointment as principal accountants was
terminated and Ernst & Young, principal accountants for Manufacturers, were
engaged as principal accountants for the Corporation. The change in principal
accountants was recommended by the Audit and Legal Committee and approved by the
Board of Directors of the Corporation.

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<PAGE> 36
In connection with the audit of the interim period from December 31, 1991
through June 19, 1992, there were no disagreements with KPMG Peat Marwick on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures which disagreements, if not resolved to their
satisfaction, would have caused them to make reference to the subject matter of
the disagreement in connection with their opinion.

The audit reports of KPMG Peat Marwick on the consolidated financial
statements of the Corporation and subsidiaries as of and for the year ended
December 31, 1991, did not contain an adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.

SHAREHOLDER PROPOSALS

Any proposal by a shareholder of the Corporation to be considered for
inclusion in the Proxy Statement for the 1995 Annual Meeting must be received by
Judith C. Lalka Dart, Executive Vice President, General Counsel and Secretary,
at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan
48226, by December 13, 1994. Proposals must comply with applicable laws and
regulations and should be mailed by certified or registered mail.

ANNUAL REPORT TO SHAREHOLDERS

The 1993 Annual Report to Shareholders, containing financial statements for
the year ended December 31, 1993, and other information concerning the
operations of the Corporation, was previously mailed to shareholders and is not
to be regarded as proxy soliciting material.

OTHER MATTERS

The Board of Directors knows of no other matter to be presented at the
Meeting. If any other matter should be presented upon which a vote properly may
be taken, it is intended that shares represented by Proxies in the accompanying
form will be voted with respect thereto in accordance with the judgment of the
person or persons voting such shares.

BY ORDER OF THE BOARD OF DIRECTORS

/s/Judith C. Lalka Dart

Judith C. Lalka Dart
Executive Vice President, General Counsel and
Secretary
Dated: April 15, 1994

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<PAGE> 37

- --------------------------------------------------------------------------------

[COMERICA LOGO]
Detroit, Michigan

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Richard D. Rohr and David D. Joswick
as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of Comerica Incorporated held
of record by the undersigned on March 23, 1994 at the annual meeting
of shareholders to be held on May 20, 1994 and any adjournment
thereof.
--------------------------------------------------------------------

<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS / / WITH authority to vote FOR all / / WITHHOLD AUTHORITY to vote for
nominees listed below (except all nominees listed below
as marked to the contrary
below)
</TABLE>

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
BELOW.

E. Paul Casey Max M. Fisher John D. Lewis Howard F. Sims

PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY
WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED
HEREON.
Please sign exactly as
name appears at left.
When shares are held by
joint tenants, both
should sign. When
signing as attorney,
executor, administrator,
trustee or guardian,
please give full title
as such. If a
corporation, please sign
in full corporate name
by President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.
Dated: , 1994
Signature

Signature
if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE> 38
[COMERICA LOGO]
________________________________________________________________________________
Comerica Incorporated

April 15, 1994

Dear Shareholder:

Although you have not yet exchanged your shares of Manufacturers National
Corporation Common Stock ("Manufacturers Stock") for shares of Comerica
Incorporated Common Stock ("Comerica Stock"), you are entitled to vote your
Manufacturers Stock at the Annual Meeting of Shareholders of Comerica
Incorporated (the "Corporation") being held on May 20, 1994, or any adjournment
thereof. You may attend in person or use the enclosed proxy card to vote your
Manufacturers Stock. For further information regarding the Annual Meeting and
how to vote your shares, please see the enclosed proxy statement and proxy
card.

Please note that the number of shares you are listed as owning on the enclosed
proxy card represents the number of shares of Manufacturers Stock which you
held of record as of March 23, 1994 on the Corporation's shareholder list. The
actual number of shares which will be counted as your vote at the Annual
Meeting will be the number on your proxy card adjusted to reflect the exchange
rate of Manufacturers Stock for Comerica Stock and the January 4, 1993 Comerica
stock split.

On several previous occasions you have been provided with a Letter of
Transmittal to be used to exchange your shares of Manufacturers Stock for
Comerica Stock. Please follow the instructions on the Letter of Transmittal
and exchange your Manufacturers Stock as soon as possible.

No dividends will be disbursed to you until your Manufacturers Stock has been
exchanged. No interest will accrue or be paid with respect to those dividends.
Notwithstanding that dividends on your unexchanged Manufacturers Stock are not
disbursed to you, the dividends will continue to accrue to your account and be
reported to taxing authorities and you will be responsible for the payment of
taxes thereon, as if the dividends had been disbursed to you.

Thank you for your continued interest in Comerica Incorporated.