COMERICA INC /NEW/, DEF 14A, 1995-04-14

COMERICA INC /NEW/
DEF 14A, 1995-04-14
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<PAGE> 1

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 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

/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)
GLORIA G. FREUD
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

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

/ / 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:

- - --------------------------------------------------------------------------------
<PAGE> 2

[COMERICA INCORPORATED LOGO]

Comerica Incorporated

Notice of
Annual Meeting of Shareholders
and
Proxy Statement
1995
<PAGE> 3

[COMERICA INCORPORATED LOGO]

COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE
DETROIT, MICHIGAN 48226

April 14, 1995

Dear Shareholder,

You are cordially invited to attend the 1995 Annual Meeting of Shareholders of
Comerica Incorporated. The meeting will be held at 9:30 a.m. on Friday, May 19,
1995 at the Renaissance Conference Center, Level 2, Tower 300 of the Renaissance
Center, Detroit, Michigan. Registration will begin at 8:30 a.m.

The accompanying Notice of Annual Meeting, Proxy Statement and Proxy Card
provide information on matters that will be considered and acted upon at the
meeting. Comerica's Annual Report, which was mailed to you previously,
summarizes major developments during 1994 and includes the 1994 financial
statements.

Your continuing interest in Comerica is appreciated and I hope you will attend
the annual meeting in person. I believe this meeting provides an excellent
opportunity for shareholders to become better acquainted with Comerica and its
directors and officers.

It is important that your shares be represented at the meeting even if you are
not able to attend in person. Whether or not you plan to attend the meeting,
please complete and mail the enclosed Proxy Card promptly. IF YOU WISH TO VOTE
IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS, IT IS NOT
NECESSARY TO SPECIFY YOUR CHOICES. YOU MAY MERELY SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD.

Sincerely,

Eugene A. Miller

Eugene A. Miller
Chairman and Chief Executive Officer
<PAGE> 4

[Comerica Logo]

COMERICA INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1995

The Annual Meeting of Shareholders of Comerica Incorporated will be held at the
Renaissance Conference Center, Level 2, Tower 300 of the Renaissance Center,
Detroit, Michigan, on Friday, May 19, 1995 at 9:30 a.m., local time, for the
following purposes:

1. To elect four Class II Directors for three year terms expiring in
1998 or upon the election and qualification of their successors.

2. To act upon a proposal to approve a stock option plan for
non-employee directors.

3. To transact any other business that may properly come before the
annual meeting or any adjournments of the meeting.

Shareholders of record at the close of business on March 22, 1995 will receive
notice of the annual meeting and will be entitled to vote at the meeting.

A list of shareholders who will be entitled to vote at the annual meeting will
be available for inspection by shareholders at the meeting and for ten days
prior to the meeting during regular business hours at the offices of the
Corporate Legal Department, on the 33rd Floor of Comerica Tower at Detroit
Center, 500 Woodward Avenue, Detroit, Michigan.

You are cordially invited to attend the annual meeting. Whether or not you plan
to attend the meeting and whether you own a few or many shares of stock, the
Board of Directors urges you to sign, date and return the enclosed Proxy Card
promptly in the accompanying envelope. This will assist us in preparing for the
meeting and obtaining the greatest possible representation of shareholders.

By Order of the Board of Directors,

Judith C. Lalka Dart

Judith C. Lalka Dart
Executive Vice President,
General Counsel and Secretary

April 14, 1995
<PAGE> 5

[COMERICA LOGO]

COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE
DETROIT, MICHIGAN 48226

1995 PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Comerica Incorporated (the "Corporation"). The
proxies will be used at the 1995 Annual Meeting of Shareholders of the
Corporation and at any adjournments of the meeting. The meeting will be held at
9:30 a.m. on Friday, May 19, 1995 at the location and for the purposes listed in
the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement,
the Notice of Annual Meeting of Shareholders and a Proxy Card will be mailed to
shareholders beginning April 14, 1995. The Corporation's Annual Report for the
year ended December 31, 1994 was mailed previously to shareholders.

The common stock of the Corporation is the only security of the Corporation with
voting rights. Only shareholders of record of the common stock outstanding at
the close of business on March 22, 1995 (the "record date") will be entitled to
vote at the annual meeting. At the close of business on March 22, 1995, there
were 119,294,417 shares of common stock outstanding. Each shareholder of record
will be entitled to one vote for each share held on each matter presented for a
vote at the meeting. Votes may be cast either in person or by proxy. A
shareholder may revoke a proxy at any time before the proxy is exercised by
giving written notice of revocation to the Secretary of the Corporation prior to
the annual meeting or by voting in person at the meeting.

A quorum must exist to conduct business at the annual meeting. A quorum exists
if a majority of the shares of common stock of the Corporation outstanding as of
the record date and entitled to vote at the meeting are represented in person or
by proxy at the meeting. If a quorum exists, the favorable vote of a majority of
the shares represented and entitled to vote at the meeting is required to elect
a director or approve other matters submitted for a vote at the meeting. Shares
represented by properly executed proxies will be voted in the manner specified
in the proxies. If no instructions are specified, shares represented by proxies
will be voted to approve the election of the nominees for Class II Directors and
the stock option plan for non-employee directors presented in this Proxy
Statement. If any other matter is properly submitted for a vote at the meeting
and no instructions are specified in a proxy, the shares represented by the
proxy will be voted in accordance with the judgment of the person or persons
voting the shares. Proxies containing abstentions or broker

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<PAGE> 6

nonvotes with respect to the election of directors or the proposal to approve
the stock option plan will have the same effect as a vote against the matter.

The cost of soliciting proxies will be borne by the Corporation. Proxies will be
solicited primarily by mail. Proxies also may be solicited personally and by
telephone, facsimile and other means. The Corporation will use the services of
Georgeson & Company, Inc., a proxy solicitation firm, at a cost of $7,500 plus
out-of-pocket expenses and fees for any special services. Proxies also may be
solicited by officers and regular employees of the Corporation and its
subsidiaries. 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. The Corporation also will reimburse banks, brokerage
houses and other custodians, nominees and fiduciaries for their out-of-pocket
expenses for forwarding solicitation material to beneficial owners of the
Corporation's common stock.

ELECTION OF DIRECTORS

The Board of Directors is divided into three classes with each class of
directors elected to a three year term of office on a rotating basis. At each
annual meeting of shareholders, a class of directors is elected to succeed the
class of directors whose term of office expires at that meeting.

The term of office of four Class II Directors expires at the 1995 Annual Meeting
of Shareholders. The Board of Directors has nominated four individuals
recommended by the Directors Committee for election as Class II Directors of the
Corporation at the 1995 Annual Meeting of Shareholders. The nominees are James
F. Cordes, Patricia Shontz Longe, Ph.D., Gerald V. MacDonald and Eugene A.
Miller. All the nominees have consented to their nominations and have agreed to
serve as directors of the Corporation if elected. The Board of Directors is not
aware of any other individual who will be nominated for election as a director
at the meeting.

The shares represented by valid proxies will be voted at the annual meeting in
the manner specified in the proxies. If no instructions are specified, the
shares will be voted to approve the election of the four nominees named above.
Although it is not anticipated, if any of these nominees are unable to serve,
the shares may be voted to approve the election of any substitute nominees
recommended by the Directors Committee. If no substitute nominees are
recommended, the number of directors to be elected at the annual meeting may be
reduced by the number of nominees who are unable to serve.

The individuals who are elected as Class II Directors at the 1995 Annual Meeting
of Shareholders will hold office for three years. Their terms will expire at the
1998 Annual Meeting of Shareholders or upon the election and qualification of
their successors.

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<PAGE> 7

INFORMATION ABOUT NOMINEES AND INCUMBENT DIRECTORS

The following information is provided for each nominee for election as a Class
II Director at the annual meeting and for each of the Class I and Class III
Directors whose term of office will continue after the meeting.

DIRECTOR NOMINEES -- TERMS EXPIRING IN 1995

(CLASS II DIRECTORS)

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NOMINEE NAME AGE AND OTHER DIRECTORSHIPS (1) SINCE (2)
- - ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
James F. Cordes............. 54 Executive Vice President, The Coastal 1984
Corporation (diversified energy company);
President, American Natural Resources Company
(diversified energy company); Chairman and
Director, ANR Pipeline Company; Director, The
Coastal Corporation, American Natural
Resources Company, Colorado Interstate Gas
Company and Great Lakes Gas Transmission
Company.
Patricia Shontz Longe,
Ph.D...................... 61 Economist; Senior Partner, The Longe Company 1973
(investment, management and economic
consulting company); Director, Jacobson
Stores, Inc., The Detroit Edison Company,
Warner-Lambert Company and The Kroger
Company.
Gerald V. MacDonald......... 56 Retired; Chairman and Chief Executive Officer 1984
(June 1992-June 1993), Comerica Incorporated;
Chairman and Chief Executive Officer
(1990-June 1992), President and Chief
Executive Officer (1990), Manufacturers
National Corporation; Chairman and Chief
Executive Officer (1989-June 1992),
Manufacturers Bank, N.A.
</TABLE>

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<PAGE> 8

INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1996

(CLASS III DIRECTORS)

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<PAGE> 9

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NOMINEE NAME AGE AND OTHER DIRECTORSHIPS (1) SINCE (2)
- - -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael T. Monahan.......... 56 President (since June 1993), Comerica 1993
Incorporated; President (since June and
1993), President and Chief Operating 1985-1992
Officer (June 1992-June 1993), Comerica
Bank; President (1990-June 1992), Vice
Chairman (1989-1990), Manufacturers
National Corporation; President and Chief
Operating Officer (1989-June 1992),
Manufacturers Bank, N.A.; Director,
Jacobson Stores, Inc.
Alfred A. Piergallini....... 48 President and Chief Executive Officer, 1991
Gerber Products Company (producer and
marketer of baby food, baby care and
infant apparel); Director, Gerber
Products Company and Gerber Life
Insurance Company.
Alan E. Schwartz............ 69 Partner, Honigman Miller Schwartz & Cohn 1976
(law firm); Director, Unisys Corporation,
Core Industries Inc., The Detroit Edison
Company, Handleman Company, Howell
Industries, Inc. and Pulte Corporation.
</TABLE>

INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1997

(CLASS I DIRECTORS)

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<PAGE> 10

- - -------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of the Corporation and of Manufacturers National
Corporation which merged with the Corporation on June 18, 1992. Comerica
Bank and Comerica California Incorporated are wholly-owned subsidiaries of
the Corporation. Manufacturers Bank, N.A. was a wholly-owned subsidiary of
Manufacturers National Corporation.

(2) This column represents the year each nominee or incumbent director became a
director of the Corporation or of Manufacturers National Corporation.

COMMITTEES AND MEETINGS OF DIRECTORS

The Board of Directors has several committees on which members of the board
serve including an Executive Committee, an Audit and Legal Committee, a
Directors Committee, a Compensation Committee and a Risk Asset Quality Review
Committee. Eugene A. Miller, Chairman and Chief Executive Officer, and Michael
T. Monahan, President, are members of all the committees of the board except the
Audit and Legal Committee and the Compensation Committee. All committees make
regular reports to the board, keep the board informed on matters that come
before them and advise the board on any developments that the committees believe
should have board consideration.

EXECUTIVE COMMITTEE. The members of the Executive Committee are Eugene A. Miller
(Chairman), John D. Lewis, Michael T. Monahan plus a minimum of any four
directors who are not employees of the Corporation or any of its subsidiaries
("non-employee directors"). The committee is responsible for exercising the
authority, powers and duties of the Board of Directors in managing the business
and affairs of the Corporation between meetings of the board. The Executive
Committee did not meet during 1994.

AUDIT AND LEGAL COMMITTEE. The members of the Audit and Legal Committee are
Patricia Shontz Longe, Ph.D. (Chairwoman), E. Paul Casey, James F. Cordes, J.
Philip DiNapoli, Alfred A. Piergallini and Howard F. Sims. All the committee
members are non-employee directors who are independent of management. The
committee includes members with banking or related financial

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management expertise and does not include directors who are considered large
customers of the Corporation or any affiliate. The responsibilities of the
committee include the following: (1) recommend to the board the appointment of
the independent accounting firm to conduct the annual audit of the Corporation;
(2) review with the auditors the scope of the annual independent audit and any
reports issued in connection with the audit; (3) review the non-audit services
performed by the independent auditors to ensure that performance of those
services does not impair the independence of the auditors; (4) approve the
appointment or dismissal of the general auditor and periodically review the
position of the internal audit department within the Corporation; (5) review at
least annually with management the role and scope of the work performed by the
internal auditors, approve the annual audit plan and periodically review the
plan status and findings; (6) review the annual financial statements and the
financial reporting process; (7) review the periodic examinations made by
regulatory authorities and any replies required in connection with the
examinations; (8) review annually with management and the independent accounting
firm the committee's assessment of the adequacy of internal controls and the
institution's compliance with designated laws and regulations, as required by
the Federal Deposit Insurance Corporation Improvement Act; (9) review with
management the programs and procedures to assure compliance with laws,
regulations and corporate policy; (10) review summary reports provided by the
Consumer Compliance Officer and the Investment Services Compliance Officer to
assure that corrective measures are implemented where appropriate; (11)
periodically review the status of any pending litigation which could be costly
to the Corporation or seriously affect its reputation; (12) review with
management the programs and procedures to avoid conflicts of interest as well as
those covering other aspects of business ethics including executive perquisites;
(13) annually review and recommend to the board for approval the Corporation's
disaster protection program; (14) annually review and recommend to the board for
approval the adequacy of insurance coverage; (15) at least annually, meet
privately with the internal auditor and external auditor; and (16) institute
investigations of suspected improprieties and retain special counsel or other
expert assistance at the committee's discretion. The Audit and Legal Committee
met five times during 1994.

DIRECTORS COMMITTEE. The members of the Directors Committee are E. Paul Casey
(Chairman), J. Philip DiNapoli, Patricia Shontz Longe, Ph.D., Eugene A. Miller,
Michael T. Monahan and Howard F. Sims. The responsibilities of the committee
include the following: (1) determine a desirable balance of expertise among
board members; (2) identify qualified candidates to fill board positions and
provide aid in attracting qualified candidates to the board; (3) recommend to
the board qualified nominees to fill vacancies on the board; (4) recommend to
the board the slate of director nominees for inclusion in the proxy statement
and election by the shareholders at the annual meeting; (5) consider director
nominees proposed by shareholders; (6) review and recommend to the board the
performance criteria for members of the board, the size of the board, the
committee structure and assignments, and the conduct and frequency of board
meetings;

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(7) evaluate the performance of the members of the board for compliance with
established criteria and assess the board's contribution as a whole; (8) review
recommended compensation arrangements for members of the board; (9) monitor the
board's retirement policy for directors; and (10) recommend guidelines on
significant governance principles for parent and subsidiary boards. Nominations
for the election of directors may be made by shareholders at least 30 days prior
to any meeting of shareholders at which directors are elected. Nominations must
be made by written notice to the Secretary of the Corporation setting forth: (i)
the name, age, business address and residence of each nominee proposed, (ii) the
principal occupation or employment of each nominee, (iii) the number of shares
of capital stock of the Corporation which are beneficially owned by each nominee
and (iv) any other information concerning each nominee required under the rules
of the Securities and Exchange Commission. The Directors Committee met six times
during 1994.

COMPENSATION COMMITTEE. The members of the Compensation Committee are Alan E.
Schwartz (Chairman), Max M. Fisher, Wayne B. Lyon and Alfred A. Piergallini. All
the committee members are non-employee directors. The responsibilities of the
committee include the following: (1) ensure that the Corporation's executive
compensation program will attract, retain and motivate key officers of the
organization; (2) review all aspects of the executive compensation program on an
annual basis including executive base salaries, annual and long-term incentives,
deferred compensation programs, stock award programs, benefits, executive
perquisites and employment, severance and management agreements; (3) annually
recommend for board approval the total compensation for the Chief Executive
Officer; (4) review and approve management's total compensation recommendations
for corporate officers; (5) administer the Corporation's Long-Term Incentive
Plan and the Deferred Compensation Plan; (6) approve the executive compensation
statement and related tables for the proxy statement; (7) monitor compliance
with laws applicable to the documentation and administration of the
Corporation's employee benefit plans, including compliance with the requirements
of the Employee Retirement Income Security Act. The committee is authorized to
hire and seek the advice of outside consultants at its discretion. The
Compensation Committee met six times during 1994.

RISK ASSET QUALITY REVIEW COMMITTEE. The members of the Risk Asset Quality
Review Committee are James F. Cordes (Chairman), Max M. Fisher, Wayne B. Lyon,
Gerald V. MacDonald, Eugene A. Miller, Michael T. Monahan and Alan E. Schwartz.
The responsibilities of the committee include the following: (1) review the
Corporation's credit quality statistics and compare them with internal
management targets and industry data; (2) 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; (3) review
the methodology for the Allowance for Loan and Lease Loss Reserves for the
Corporation and compare the analysis to actual reserve levels; and (4) review
the reports submitted by the Corporation's loan review system to monitor
compliance with policy and overall performance. The Risk Asset Quality Review
Committee met three times during 1994.

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BOARD AND COMMITTEE MEETINGS. There were six regular meetings and one special
meeting of the Board of Directors during 1994. All incumbent directors attended
at least 75% of the aggregate number of meetings held by the Board of Directors
and by all the committees of the board on which the respective directors served.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1994, the members of the Compensation Committee were Alan E. Schwartz
(Chairman), Max M. Fisher, Wayne B. Lyon and Alfred A. Piergallini. No member of
the committee was a former officer or a current officer or employee of the
Corporation or any of its subsidiaries. There were no compensation committee
interlocks between the Corporation and any other entity during the fiscal year.

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 & Cohn. The
Corporation used the services of this firm during prior years but ceased to
retain the firm's services except for the completion of certain matters. Work
performed for the Corporation in 1994 accounted for less than one percent (1%)
of Honigman Miller Schwartz & Cohn's 1994 revenues.

COMPENSATION OF DIRECTORS

Directors who are employees of the Corporation do not receive additional
compensation for their service on the Board of Directors and its committees.
During 1994, non-employee directors received an annual retainer of $20,000 and
$1,000 for attending each meeting of the Board of Directors. Non-employee
directors who served on a committee of the board also received $1,000 for
attending each committee meeting. The chairman of each committee received an
additional annual retainer of $4,000. Directors also were reimbursed for all
expenses incurred for the purpose of attending board and committee meetings.

The Corporation provides a $150,000 business travel, accidental death and
dismemberment insurance benefit for each non-employee director and also
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).

The Corporation also has proposed a stock option plan for non-employee
directors. This plan is subject to the approval of shareholders and is described
below under the heading "Proposal For Approval of a Stock Option Plan For
Non-Employee Directors."

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<PAGE> 14

RETIREMENT PLAN FOR DIRECTORS

The Corporation maintains a retirement plan for non-employee directors who have
served at least five years on the Board of Directors. The plan provides for the
accrual of one month of retirement income credit for each month of service up to
a maximum of one hundred twenty months. An eligible director is entitled to
receive a monthly retirement benefit equal to one-twelfth of the annual retainer
fee in effect for directors on the date of the director's retirement. Benefits
are payable for the number of months the director has accrued retirement income
credit, but do not extend beyond the director's death. Benefits become payable
when the director reaches age 65 or retires from the board, whichever occurs
later. Payments may commence prior to the director's 65th birthday if he or she
retires from the board due to illness or disability. For the purpose of
determining retirement income, credit is granted for service on the Board of
Directors of the Corporation and Manufacturers National Corporation.

IDENTIFICATION OF CERTAIN SECURITY HOLDERS

As of March 22, 1995, the Corporation did not know of any person who
individually, or together with associates, beneficially owned more than 5% of
the Corporation's common stock.

SECURITY OWNERSHIP OF MANAGEMENT

The following table provides information concerning the beneficial ownership of
the Corporation's common stock by incumbent directors, nominees and the
executive officers named in the Summary Compensation Table (the "named executive
officers") and by all incumbent directors, nominees and executive officers as a
group. The number of shares beneficially owned by each individual includes
shares as to which the person 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 the record date through the exercise of any stock option or other
right. Unless indicated otherwise, each individual has sole investment and
voting power (or shares those powers with his or her spouse) with respect to the
shares listed in the table.

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<PAGE> 15

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- - ----------------------------------------------------------------------------------------------
<S> <C> <C>
E. Paul Casey................................................... 16,574 *
Richard A. Collister............................................ 20,065(1) *
James F. Cordes................................................. 25,593(2) *
J. Philip DiNapoli.............................................. 229,352(3) *
Max M. Fisher................................................... 1,739,004(4) 1.5%
John D. Lewis................................................... 100,201(5) *
Patricia Shontz Longe, Ph.D. ................................... 4,860 *
Wayne B. Lyon................................................... 16,960 *
Gerald V. MacDonald............................................. 63,751 *
Paul H. Martzowka............................................... 135,744(6) *
Eugene A. Miller................................................ 358,730(7) *
Michael T. Monahan.............................................. 175,293(8) *
Alfred A. Piergallini........................................... 10,000 *
Alan E. Schwartz................................................ 19,920(9) *
Howard F. Sims.................................................. 6,034 *
Directors, nominees and executive officers as a group (29
people)....................................................... 3,370,563(10) 2.8%
</TABLE>

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

* Represents holdings of less than one percent.

(1) Includes options to purchase 11,312 shares of common stock of the
Corporation which options were granted to Mr. Collister under the
Corporation's Long-Term Incentive Plan, 200 shares owned by his spouse and
100 shares held for the benefit of his son.

(2) Includes 770 shares held by a general partnership. Mr. Cordes disclaims
beneficial ownership of these shares except to the extent of his pecuniary
interest in the partnership.

(3) Includes 81,786 shares as to which Mr. DiNapoli disclaims beneficial
ownership.

(4) Includes 441,288 shares owned by a corporation and 8,164 shares owned by Mr.
Fisher as a trustee. Mr. Fisher shares voting and investment powers over
these shares and disclaims beneficial ownership of them. The shares shown
for Mr. Fisher do not include 98,162 shares owned by members of his family
and shares held in trust for their benefit. These shares are not
beneficially owned by Mr. Fisher under the rules of the Securities and
Exchange Commission. Mr. Fisher's ownership combined with the ownership of
these family members totals 1,837,166 shares.

(5) Includes options to purchase 66,143 shares of common stock of the
Corporation which options were granted to Mr. Lewis under the Corporation's
Long-Term Incentive Plan.

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<PAGE> 16

(6) Includes options to purchase 88,205 shares of common stock of the
Corporation which options were granted to Mr. Martzowka under the
Corporation's Long-Term Incentive Plan and under option plans of
Manufacturers National Corporation. The shares shown for Mr. Martzowka also
include 6,500 shares owned by his daughter as to which shares Mr. Martzowka
disclaims beneficial ownership.

(7) Includes options to purchase 224,037 shares of common stock of the
Corporation which options were 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 Mr. Miller's spouse as trustee, 476
shares owned jointly by Mr. Miller and his son and 300 shares held by Mr.
Miller's spouse as custodian for his daughter. Mr. Miller disclaims
beneficial ownership of the shares owned by his spouse as trustee, the
shares he owns jointly with his son and the shares held in custodianship
for his daughter.

(8) Includes options to purchase 27,237 shares of common stock of the
Corporation which options were 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
shares Mr. Monahan disclaims beneficial ownership.

(9) Includes 8,118 shares owned by Mr. Schwartz's spouse as to which shares Mr.
Schwartz disclaims beneficial ownership.

(10) As of March 22, 1995, incumbent directors, nominees and executive officers
as a group beneficially owned options to purchase 658,025 shares of the
Corporation's common stock which options were granted under the
Corporation's Long-Term Incentive Plan and under option plans of
Manufacturers National Corporation. Pursuant to the terms of the merger
agreement with Manufacturers National Corporation, the Corporation agreed
to issue its stock in satisfaction of options issued under the option plans
of Manufacturers National Corporation.

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

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires that the Corporation's directors, executive officers and persons
who own more than ten percent of a registered class of the Corporation's equity
securities file reports of stock ownership and any subsequent changes in stock
ownership with the Securities and Exchange Commission ("Commission") and the New
York Stock Exchange not later than specified deadlines. The Corporation is
required to disclose in this proxy statement any failure to meet these
deadlines. Two reports of three transactions involving shares acquired by James
F. Cordes under the Corporation's Dividend Reinvestment Plan and shares acquired
for his individual retirement account were filed late. In making this disclosure
the Corporation relied solely on the written representations of the directors
and executive officers and copies of the reports filed with the Commission.

12
<PAGE> 17

TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS WITH THE CORPORATION

The incumbent directors, director nominees and executive officers of the
Corporation, their related entities and members of their immediate family were
customers of and had transactions (including loans and loan commitments) with
banking affiliates of the Corporation during 1994. All loans and commitments
were made in the ordinary course of business, on substantially the same terms
(including interest rates and collateral) as those prevailing at the time for
comparable transactions with other persons not affiliated with the Corporation
or its subsidiaries, and did not involve more than the normal risk of collection
or present other unfavorable features. All loan transactions presently in effect
with any incumbent director, nominee, executive officer or related entity are
current as of this date.

EXECUTIVE OFFICERS

The following information is provided for those officers designated as executive
officers by the Corporation's Board of Directors and includes the Chairman,
President, Chief Financial Officer, Controller and Secretary of the Corporation,
officers of the Corporation who are in charge of principal business units,
divisions or functions, and officers of the Corporation or its subsidiaries who
perform significant policy making functions for the Corporation.

13
<PAGE> 18

<TABLE>
<CAPTION>
EXECUTIVE
OFFICER
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE (1) SINCE
- - -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
George C. Eshelman......... 42 Executive Vice President (since Jan 1994), 1994
Comerica Incorporated; Executive Vice President
(since Jan 1994), Senior Vice President (until
Jan 1994), Comerica Bank.
Douglas W. Fiedler......... 48 President and Chief Executive Officer (since May 1993
1993), Comerica Bank & Trust, F.S.B.; First Vice
President (until May 1993), Comerica Bank.
J. Michael Fulton.......... 46 President and Chief Executive Officer (since July 1993
1993), Executive Vice President (July 1990-July
1993), Comerica Bank-California; Senior Vice
President (until July 1990), Comerica
Incorporated.
Charles L. Gummer.......... 48 President and Chief Executive Officer (since June 1992
1990), Executive Vice President (until 1990),
Comerica Bank-Texas.
John R. Haggerty........... 51 President and Chief Executive Officer (since June 1994
1994), Comerica Mortgage Corporation; Executive
Vice President and Director, Banc One Mortgage
Corporation (until June 1994).
Robert A. Herdoiza......... 62 Executive Vice President (since June 1992), 1992
Comerica Bank; Executive Vice President (until
June 1992), Manufacturers Bank, N.A.
Arthur W. Hermann.......... 50 Senior Vice President and Controller (since 1992
1987), Comerica Incorporated; Senior Vice
President and Controller (since 1987), Comerica
Bank.
Thomas R. Johnson.......... 51 Executive Vice President (since May 1993), 1992
Comerica Incorporated; Executive Vice President
(June 1992-May 1993), Comerica Bank; Senior Vice
President (until June 1992), Comerica
Incorporated and Comerica Bank.
John D. Lewis.............. 46 Vice Chairman (since Jan 1994 and Jan 1990-June 1988
1992), Executive Vice President (June 1992-Jan
1994), Comerica Incorporated; Vice Chairman
(since Mar 1995 and Jan 1990-June 1992), Comerica
Bank.
</TABLE>

14
<PAGE> 19

<TABLE>
<CAPTION>
EXECUTIVE
OFFICER
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE (1) SINCE
- - -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Paul H. Martzowka.......... 55 Executive Vice President and Chief Financial 1992
Officer (since June 1992), Comerica Incorporated
and Comerica Bank; Executive Vice President and
Chief Financial Officer (until June 1992),
Executive Vice President, Chief Financial Officer
and Treasurer (until 1990), Manufacturers
National Corporation; Executive Vice President
and Chief Financial Officer (until June 1992),
Manufacturers Bank, N.A.
Eugene A. Miller........... 57 Chairman and Chief Executive Officer (since June 1978
1993), President and Chief Operating Officer
(June 1992-June 1993), Chairman, President and
Chief Executive Officer (Jan 1990-June 1992),
President and Chief Executive Officer (until Jan
1990), Comerica Incorporated; Chairman and Chief
Executive Officer (since June 1992), Chairman,
President and Chief Executive Officer (Dec 1991-
June 1992), Chairman and Chief Executive Officer
(Jan 1990-Dec 1991), President and Chief
Executive Officer (until Jan 1990), Comerica
Bank.
Michael T. Monahan......... 56 President (since June 1993), Comerica 1992
Incorporated; President (since June 1993),
President and Chief Operating Officer (June 1992-
June 1993), Comerica Bank; President (until June
1992), Vice Chairman (until 1990), Manufacturers
National Corporation; President and Chief
Operating Officer (until June 1992), Manu-
facturers Bank, N.A.
David B. Stephens.......... 49 Executive Vice President (since Jan 1994), Senior 1994
Vice President (Nov 1991-Jan 1994), Comerica
Bank; Senior Vice President (until Nov 1991),
Shawmut National Corporation.
</TABLE>

15
<PAGE> 20

<TABLE>
<CAPTION>
EXECUTIVE
OFFICER
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE (1) SINCE
- - -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
James R. Tietjen........... 35 Senior Vice President and General Auditor (since 1995
Jan 1995), First Vice President and Interim
General Auditor (June 1994-Dec 1994), First Vice
President and Interstate Audit Manager (Jan 1994-
May 1994), Vice President and Regional Audit
Manager (June 1992-Dec 1993), Assistant Vice
President and Audit Manager (Oct 1990-May 1992),
Audit Officer (Dec 1989-Oct 1990), Comerica
Incorporated.
Paul D. Tobias............. 44 Executive Vice President (since Jan 1994), Senior 1992
Vice President (Oct 1990-Jan 1994), Comerica
Incorporated; First Vice President (until Oct
1990), McDonald & Company Securities.
David C. White............. 46 President and Chief Executive Officer (since 1992
April 1992), Comerica Bank-Illinois; President
and Chief Operating Officer (1990-April 1992),
Affiliated Bank; Senior Vice President (until
1990), Manufacturers Bank, N.A.
</TABLE>

- - -------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of the Corporation and of Manufacturers National
Corporation. Comerica Bank, Comerica Bank-Illinois and Comerica Bank &
Trust, F.S.B. are wholly-owned subsidiaries of the Corporation. Comerica
Bank-California, Comerica Bank-Texas and Comerica Mortgage Corporation are
affiliates of the Corporation. Manufacturers Bank, N.A. and Affiliated Bank
were wholly-owned subsidiaries of Manufacturers National Corporation.

COMPENSATION OF EXECUTIVE OFFICERS

The following table summarizes the compensation of the executive officers of the
Corporation who received the highest compensation during the fiscal year ended
December 31, 1994 and includes their compensation for the fiscal years ended
December 31, 1993 and December 31, 1992.

16
<PAGE> 21

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION -------------------------
----------------------------------------- RESTRICTED SECURITIES PAYOUTS
OTHER STOCK UNDERLYING ------- ALL OTHER
ANNUAL AWARD(S) OPTIONS LTIP COMPENSATION
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION (2)(3) (5) PAYOUTS (6)(7)
POSITION YEAR $ $ $ $ (#) $ $
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller............... 1994 600,000 640,000 15,892 0 38,900 0 28,805
Chairman of the Board and 1993 600,000 261,100 12,655 0 27,800 0 61,480
Chief Executive Officer, 1992 622,900 450,600 8,534 0 30,000 0 600
Comerica Incorporated and
Comerica Bank

Michael T. Monahan............. 1994 485,000 470,000 13,784 0 26,950 0 14,155
President, Comerica 1993 485,000 184,700 8,395 453,750 20,000 0 10,318
Incorporated and Comerica Bank 1992 470,000 318,600 N/A 0 21,000 0 144,300(8)

John D. Lewis.................. 1994 370,000 360,000 11,094 0 20,550 0 13,066
Vice Chairman, Comerica 1993 333,000 126,800 9,953 302,500 13,000 0 31,287
Incorporated and Comerica Bank 1992 345,700 203,200 5,883 0 13,400 0 600

Paul H. Martzowka.............. 1994 305,000 243,700 9,243 0 11,300 0 9,215
Executive Vice President 1993 305,000 99,500 7,480 0 10,000 0 5,957
and Chief Financial Officer, 1992 295,000 171,700 N/A 0 12,200 0 600
Comerica Incorporated and
Comerica Bank

Richard A. Collister........... 1994 250,000 200,000 13,176 0 9,250 0 5,575
Executive Vice President 1993 250,000 81,600 7,695 0 8,000 0 5,023
and Human Resources Director, 1992 32,692 150,000(1) 0 186,375(4) 10,000 0 0
Comerica Incorporated and
Comerica Bank
</TABLE>

- - -------------------------
LTIP = long-term incentive plan

(1) The amount for Richard A. Collister for 1992 represents a signing bonus
received upon his acceptance of employment with the Corporation.

(2) Restricted stock holdings for the named executive officers as of December
31, 1994 were: Michael T. Monahan, 15,000 shares with a market value of
$365,625; John D. Lewis, 10,000 shares with a market value of $243,750; and
Richard A. Collister, 6,000 shares with a market value of $146,250. The
market value is calculated as of December 30, 1994 using the closing price
of the Corporation's common stock on that date of $24.375 per share. The
market value does not give effect to the diminution in value due to the
restrictions on this stock.

(3) Dividends are paid on restricted stock at the same rate and on the same
terms that dividends are paid on common stock.

(4) On November 20, 1992, Richard A. Collister received 6,000 shares of
restricted stock. The closing price of the Corporation's common stock on
that date was $31.0625 per share.

17
<PAGE> 22

(5) Stock appreciation rights have never been granted under the Corporation's
Long-Term Incentive Plan.

(6) Amounts for 1994 for each of the named executive officers include an $800
matching contribution and a $2,205 performance match under the Corporation's
401(k) plan. Amounts for 1994 also include life insurance premiums paid by
the Corporation for the benefit of the named executive officers: Eugene A.
Miller, $25,800; Michael T. Monahan, $11,150; John D. Lewis, $10,061; Paul
H. Martzowka, $6,210; and Richard A. Collister, $2,570.

(7) Amounts for 1993 include life insurance premiums paid by the Corporation for
the benefit of each of the named executive officers. These amounts were
reported previously as other annual compensation.

(8) Amounts for 1992 for Michael T. Monahan include $143,700 allocated to his
account as a matching contribution for compensation deferred under the
Manufacturers National Corporation Executive Incentive Plan. Mr. Monahan's
participation in this plan was reported previously under the heading
"Employment Contracts and Termination of Employment and Change-In-Control
Arrangements" without reference to specific allocations.

The following table provides information on stock option grants in 1994 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......... 38,900 4.4% $27.00 04/19/2004 $ 0 $660,528 $1,673,908
Michael T. Monahan....... 26,950 3.0% $27.00 04/19/2004 $ 0 $457,615 $1,159,687
John D. Lewis............ 20,550 2.3% $27.00 04/19/2004 $ 0 $348,942 $ 884,288
Paul H. Martzowka........ 11,300 1.3% $27.00 04/19/2004 $ 0 $191,876 $ 486,251
Richard A. Collister..... 9,250 1.0% $27.00 04/19/2004 $ 0 $157,066 $ 398,037
</TABLE>

- - -------------------------
(1) Stock appreciation rights have never been granted under the Corporation's
Long-Term Incentive Plan.

18
<PAGE> 23

(2) This column represents the number of options granted to each named executive
officer in 1994. These options have a ten year term and become exercisable
annually in 25% increments beginning on January 20, 1995. The exercise price
is equal to the fair market value of the shares covered by each option on
the date each option was granted.

(3) Amounts in these columns represent the potential realizable value of the
options at the end of their term and have not been discounted to reflect
present values. These amounts are not intended to forecast possible future
appreciation, if any, of the Corporation's stock price.

The following table provides information concerning the exercise of stock
options by the named executive officers during the last fiscal year and the
value of unexercised options at December 31, 1994.

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 (2)
--------------------------- ---------------------------
SHARES ACQUIRED VALUE (#) (#) ($) ($)
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Eugene A. Miller............. 10,000 184,150 226,856 74,750 2,291,539 0
Michael T. Monahan........... 0 0 15,500 52,450 0 0
John D. Lewis................ 0 0 71,040 37,000 658,134 0
Paul H. Martzowka............ 0 0 82,880 24,900 793,718 0
Richard A. Collister......... 0 0 7,000 20,250 0 0
</TABLE>

- - -------------------------
(1) Stock appreciation rights have never been granted under the Corporation's
Long-Term Incentive Plan.

(2) Value is calculated as of December 30, 1994 using the closing price of the
Corporation's common stock on that date of $24.375.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

No awards were made to the named executive officers during the last fiscal year
under any long-term incentive plan, as defined by the Commission.

19
<PAGE> 24

DEFINED BENEFIT PENSION PLAN BENEFITS

The Corporation maintains the Comerica Incorporated Retirement Plan (1994
Amendment and Restatement), a defined benefit pension plan (the "Pension Plan").
The Pension Plan is a consolidation of the former Manufacturers National
Corporation Pension Plan (the "Manufacturers Plan") and the Comerica
Incorporated Retirement Plan (the "Comerica Plan"). Participants who retire
under the Pension Plan receive a pension based on a formula which takes into
consideration final average compensation and years of service credited in 1994
and later years. Former participants of the Comerica Plan and the Manufacturers
Plan also receive a past service pension for service credited prior to 1994
under either plan. Table I below provides estimates of the amounts payable as
annual pensions using various levels of final average compensation and years of
service credited in 1994 and later years. The amounts shown in Table I have been
computed without applying the limitations that apply to pensions under qualified
plans. Those limitations are discussed below.

TABLE I: ANNUAL PENSION UNDER PENSION PLAN BASED ON YEARS OF CREDITED SERVICE

<TABLE>
<CAPTION>
FINAL AVERAGE COMPENSATION 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
1,200,000 190,304 285,456 380,608 475,760 570,912 624,912
1,300,000 206,304 309,456 412,608 515,760 618,912 677,412
</TABLE>

20
<PAGE> 25

Tables II and III below provide estimates of the amounts payable annually as
past service pensions using various levels of final average compensation and
years of service credited in years prior to 1994. The amounts shown in Tables II
and III have been computed without applying the limitations that apply to
pensions under qualified plans.

TABLE II: ANNUAL PAST SERVICE PENSION UNDER COMERICA PLAN
BASED ON YEARS OF CREDITED SERVICE

<TABLE>
<CAPTION>
FINAL AVERAGE COMPENSATION 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>

TABLE III: ANNUAL PAST SERVICE PENSION UNDER MANUFACTURERS PLAN
BASED ON YEARS OF CREDITED SERVICE

<TABLE>
<CAPTION>
FINAL AVERAGE COMPENSATION 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>

21
<PAGE> 26

Annual pensions under the Pension Plan are computed using base salary and
bonuses for the year earned as reflected in the Summary Compensation Table.

The Pension Plan is a tax qualified plan. Under the Internal Revenue Code of
1986 (the "Internal Revenue Code"), the maximum annual pension that may be paid
under a qualified plan to any participant, including any named executive
officer, is $120,000. The maximum annual compensation of any participant which
may be taken into account in computing a pension under a qualified plan is
$150,000. The portion of the annual pensions reflected in the foregoing tables
which exceeds the amount payable under a qualified plan to any participant,
including any named executive officer, will be paid under a nonqualified plan
maintained by the Corporation.

The estimated years of service credited under the Pension Plan for each of the
named executive officers are as follows: Eugene A. Miller, 35 years; Michael T.
Monahan, 33 years; John D. Lewis, 24 years; Paul H. Martzowka, 31 years; and
Richard A. Collister, 2 years. The years of service credited to Messrs. Miller,
Lewis and Collister include the following years of service credited under the
Comerica Plan for which a past service pension is payable under the Pension
Plan: Mr. Miller, 35 years; Mr. Lewis, 23 years; and Mr. Collister, 1 year. The
years of service credited to Messrs. Monahan and Martzowka include the following
years of service credited under the Manufacturers Plan for which a past service
pension is payable under the Pension Plan: Mr. Monahan, 32 years; and Mr.
Martzowka, 30 years.

Under the Pension Plan, the normal form of pension 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 listed in the tables above. The normal form of
pension 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 pension amounts appearing in the Pension Plan
Tables are not reduced by any social security benefit which may be payable to
the participant and assume that retirement will occur at age 65.

EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS

JOHN D. LEWIS is a party to a management continuation agreement with the
Corporation. The agreement expires on December 31, 1995. The agreement provides
that Mr. Lewis is entitled to receive the following severance benefits if his
employment is terminated by the Corporation without cause or he resigns for good
reason during the term of the agreement after a change in control of the
Corporation: (1) an amount equal to 2.99 times his annual base salary; (2) the
amount of any earned but unpaid incentive compensation plus a pro rata portion
of any contingent incentive compensation calculated by assuming that target
performances were achieved; (3) accelerated vesting of any unexercised stock
options; (4) an amount equal to the spread on his unexercised stock options; (5)
payment of any legal fees and expenses incurred by him as the result of the

22
<PAGE> 27

termination of his employment; and (6) continuation of life, disability,
accident and health insurance benefits for 24 months from the date of
termination, unless he becomes eligible to receive comparable benefits during
the 24 month period. If a cash severance payment or other amounts to be paid to
Mr. Lewis under the agreement will not be deductible by the Corporation pursuant
to Section 280G of the Internal Revenue Code, the cash severance payment will be
reduced to the amount necessary to preserve the deductibility of the aggregate
amounts payable to Mr. Lewis under the agreement.

MICHAEL T. MONAHAN AND PAUL H. MARTZOWKA participate in the Manufacturers
National Corporation Key Employee Retention Plan which was assumed by the
Corporation when it merged with Manufacturers National Corporation. This plan
provides severance benefits to each participant if his employment is terminated
without cause by the Corporation or he voluntarily resigns from the Corporation
prior to July 1, 1995. If either Mr. Monahan or Mr. Martzowka becomes entitled
to receive severance benefits under the retention plan, he can receive: (1) an
amount equal to three times his annual base salary at the time of termination;
(2) an amount equal to three times his average annual incentive compensation for
the three year period prior to the termination of his employment; (3) an amount
equal to the spread on his unexercised stock options; (4) an amount equal to the
present value of the amounts he would receive under the Corporation's pension
plans assuming three additional years of service and compensation; (5) an amount
equal to his unpaid base salary and accrued vacation through the date of
termination; (6) continuation of his life, disability, accident and health
insurance benefits for three years after his employment terminates, unless he
becomes eligible to receive similar benefits from another employer during the
three year period; and (7) under certain conditions, medical benefits for life.
If any severance benefits or other benefits to be paid to Mr. Monahan or Mr.
Martzowka under the plan would result in an excise tax to him under Section 4999
of the Internal Revenue Code, the severance benefits will be limited by the
amount necessary to avoid the excise tax if this results in a greater net
benefit to him. Mr. Monahan and Mr. Martzowka also may elect to receive the same
benefits provided to Mr. Lewis under the management continuation agreement
described above in lieu of the benefits they would receive under the retention
plan. The retention plan expires on July 1, 1995. Mr. Martzowka has advised the
Corporation that he intends to retire on June 30, 1995. When this occurs, Mr.
Martzowka will be entitled to receive the foregoing benefits.

EUGENE A. MILLER is a party to an employment agreement with the Corporation. The
employment agreement provides that Mr. Miller will serve as Chairman of the
Board and Chief Executive Officer of the Corporation through June 30, 1997.
Commencing July 1, 1997, the term of the agreement will be extended
automatically every two years until Mr. Miller's 65th birthday unless a majority
of the directors of the Corporation vote against an extension. For the duration
of the agreement, Mr. Miller will be nominated by the Corporation to serve on
its Board of Directors.

23
<PAGE> 28

During the term of his employment agreement, Mr. Miller will be paid a base
salary and will be eligible for annual bonus payments in amounts determined by
the Compensation Committee commensurate with his position and performance. He
also will be eligible for option grants and restricted stock awards under the
Corporation's Long-Term Incentive Plan. These grants and awards also will be
commensurate with his position and performance. Mr. Miller also will be eligible
to participate in all of the Corporation's executive compensation plans for
senior executives which are in effect during the term of the employment
agreement and in any employee benefit plans which the Corporation maintains
during this period. Mr. Miller's overall compensation, including benefits, will
be reviewed on an annual basis and will be increased, if necessary, to maintain
his compensation and benefits at a level commensurate with that of other
similarly situated executives in comparable companies.

If the Corporation terminates Mr. Miller's employment without cause, or if Mr.
Miller resigns for good reason or the Corporation causes Mr. Miller's employment
agreement to expire prior to his 65th birthday, Mr. Miller will receive the
following principal benefits: (1) an amount equal to three times his annual base
salary, which will be paid in quarterly installments over a three year period;
(2) an amount equal to his average annual bonus during the three year period
prior to the termination of his employment, which also will be paid in quarterly
installments over a three year period; (3) accelerated vesting of any
unexercised stock options; (4) early lapse of restrictions on previously awarded
shares of restricted stock; (5) continuation of health and accident insurance
coverages for Mr. Miller and his wife for their lifetimes unless Mr. Miller
receives comparable coverages from another source; (6) continuation of his life
insurance coverage for three years; and (7) commencing at the end of the three
year payment period referred to above, a payment in the form elected by Mr.
Miller under the Corporation's defined benefit pension plan and excess benefit
plan, in an amount equal to the excess of (a) the retirement benefits Mr. Miller
would receive under the plans if he continued to receive service credit until
his 65th birthday, over (b) the retirement benefits he actually accrued under
the plans. If Mr. Miller's employment is terminated less than three years before
his 65th birthday, the amount payable in connection with his salary will be pro
rated for the time period remaining until he reaches age 65. If Mr. Miller's
employment is terminated for any of the reasons referred to above, the
employment agreement also provides that the Corporation will use its best
efforts, subject to the fiduciary duties of the Board of Directors, to nominate
Mr. Miller as a director for the remainder of his life or until he reaches the
mandatory retirement age for members of the board.

If any payment to Mr. Miller under the employment agreement is subject to an
excise tax under Section 4999 of the Internal Revenue Code, Mr. Miller will
receive an additional payment so that the amount he receives equals the amount
he would receive under the agreement if an excise tax was not imposed.

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<PAGE> 29

The following Compensation Committee Report and Performance Graph will not be
incorporated by reference into any of the Corporation's previous filings under
the Securities Act of 1933, as amended, or the Exchange Act.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors reviews all aspects of the
Corporation's compensation programs for executive officers, including the named
executive officers in the Summary Compensation Table, determines appropriate
levels of compensation for the Corporation's President, Vice Chairman and all
Executive Vice Presidents based on the recommendations of management, and
determines an appropriate level of compensation for Eugene A. Miller, the
Corporation's Chairman and Chief Executive Officer, subject to the approval of
the Board of Directors. The committee also administers the Corporation's
long-term incentive plan. All the members of the committee are non-employee
directors.

COMPENSATION PHILOSOPHY

The Corporation's compensation program is designed to attract, motivate, reward
and retain superior executive talent. It emphasizes performance-based
compensation and encourages long-term strategic decision making.

The principal components of the executive compensation program are base
salaries, annual management incentive awards and a long-term stock incentive
plan.

In reviewing total compensation levels for all executive officers, including Mr.
Miller and the other named executive officers, the committee evaluates: (1) the
Corporation's performance in relation to internally established performance
goals which are discussed below; (2) the Corporation's performance in relation
to the fifty largest bank holding companies in the United States (the
"performance peer group"); and (3) compensation levels at a selected group of
eighteen super-regional bank holding companies located primarily in the Midwest
(the "compensation peer group").

The fifty largest bank holding companies included in the performance peer group
are substantially the same institutions as those included in the Keefe-50 Bank
Index used below in the Corporation's performance graph, though there are some
differences.

In 1994, the committee reviewed the Corporation's executive compensation
programs to determine if they were competitive with the compensation peer group.
The committee used the services of an independent compensation consultant to
assist in performing peer group analyses and reviewing compensation program
alternatives. Based on these reviews and the judgment of the committee,
modifications were made to the programs.

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<PAGE> 30

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

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

The committee establishes Mr. Miller's base salary, management incentive award,
stock option grants and restricted stock awards in amounts commensurate with his
performance and position, in accordance with the Corporation's compensation
philosophy described above and in accordance with the terms of Mr. Miller's
employment agreement discussed in this Proxy Statement under the heading
"Employment Contracts and Severance Agreements".

BASE SALARIES

In the fourth quarter of 1993, the Corporation conducted a review of the
competitiveness of the executive compensation program. Based on this review, it
was determined that the Corporation's base salaries for executive officers were
at or above the median base salaries of the compensation peer group with the
exception of the Chief Executive Officer and Vice Chairman whose base salaries
were approximately eight percent below the median. In 1994, the committee
approved the recommendations of management to freeze the base salaries of four
of the named executive officers including Mr. Miller because of the desire to
achieve expense targets and because the Corporation's return on equity in 1993
was below median in relation to the performance peer group. The Vice Chairman
assumed additional responsibilities and received a base salary increase in 1994
which brought his base salary closer to the median base salary of the
compensation peer group.

ANNUAL MANAGEMENT INCENTIVE PROGRAM

The committee members believe that return on equity is a key measure of
corporate performance. Therefore, the Annual Management Incentive Program for
executive officers is driven by the Corporation's return on equity in relation
to the performance peer group and in relation to return on equity targets which
are approved annually by the committee.

For 1994, the payment of incentive awards was based on the Corporation achieving
a minimum return on equity of twelve percent. Maximum incentive awards become
payable when the Corporation achieves a return on equity of eighteen percent.
These internal targets were established by the committee prior to the beginning
of the year. Upon determination of the Corporation's performance in relation to
these targets, the committee established a pool of awards for distribution under
the incentive program. The distribution of individual awards to Mr. Miller and
the other participants in the program is based on corporate performance,
individual performance and individual levels of responsibility within the
Corporation. Mr. Miller's award under the program also is subject to the terms
of his employment agreement.

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<PAGE> 31

As part of the overall competitive review of the compensation program for
executive officers, an evaluation of incentive pay levels of the performance
peer group was conducted. Based on the findings and the committee's judgment, it
was determined that the Corporation's incentive formula did not provide
competitive award opportunities for superior return on equity performance.
Superior return on equity performance is defined as ranking within the top two
quintiles of the performance peer group. To provide incentive awards that are
more comparable to those of the compensation peer group when superior return on
equity performance is achieved, modifications were made to the incentive
formula.

The 1994 annual management incentive awards for Mr. Miller and the other named
executive officers were based on the return on equity of 16.74% achieved in 1994
which placed the Corporation in the second highest quintile of the performance
peer group at ranking number eighteen.

Mr. Miller's 1994 award under the Annual Management Incentive Program reflects
the Corporation's second highest quintile return on equity performance. This
award, combined with Mr. Miller's base salary, provided him with a total 1994
cash compensation that was slightly above the median for the compensation peer
group.

To reward sustained superior annual performance over a three year period, the
committee approved management's recommendation to add a feature to the Annual
Management Incentive Program. An additional award will be paid if the
Corporation's average return on equity for the most recent three year period
ranks among the top twenty in the performance peer group. Fifty percent of any
additional award will be paid in the form of a stock grant under the
Corporation's Long-Term Incentive Plan and fifty percent will be paid in cash. A
non-transferability restriction will be attached to any stock grant which will
preclude the recipient from disposing of the stock prior to retirement or other
termination of employment. The stock portion of the additional award serves to
further align the interests of the Corporation's senior officers with those of
the shareholders. The first year that an executive officer can receive an
incremental award is 1997.

STOCK AWARDS

The Corporation's Long-Term Incentive Plan provides stock awards for key
officers including all of its named executive officers. The Plan's objective is
to align the interests of the Corporation's key officers with those of its
shareholders.

Awards in 1994 consisted principally of stock option grants with 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 were a
strong incentive to improve financial performance. Individual awards in 1994

27
<PAGE> 32

were based on corporate performance and on individual levels of responsibility
and contributions to the Corporation.

Grants of stock options to Mr. Miller and the other executive officers are a
percentage of their base salaries which is determined by the committee based on:
(1) the Corporation's overall performance and (2) the individual performance of
each officer.

No restricted stock awards were made to Mr. Miller or the other named executive
officers in 1994.

STOCK OWNERSHIP GUIDELINES

Effective January 1, 1995, the Corporation implemented stock ownership
guidelines which encourage senior officers to own a significant number of shares
of the Corporation's common stock. The senior officers have five years to
achieve the targeted stock ownership levels.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The committee's objective is to structure the Corporation's executive
compensation programs to maximize the deductibility of executive compensation
under Section 162(m) of the Internal Revenue Code. However, the committee
reserves the right in the exercise of its business judgment to establish
appropriate compensation levels for executive officers that may exceed the
limits on tax deductibility established under this section. Currently all
executive officer compensation is deductible under Section 162(m). Mr. Miller's
compensation does not exceed the deduction limits because his compensation is
paid under an employment contract which was in existence prior to the passage of
Section 162(m).

THE COMPENSATION COMMITTEE

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

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<PAGE> 33

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 12/31/89 AND REINVESTMENT OF DIVIDENDS)

<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) COMERICA KEEFE S&P 500
<S> <C> <C> <C>
1989 $ 100.00 $ 100.00 $ 100.00
1990 $ 96.00 $ 72.00 $ 97.00
1991 $ 183.00 $ 114.00 $ 126.00
1992 $ 225.00 $ 145.00 $ 136.00
1993 $ 194.00 $ 153.00 $ 150.00
1994 $ 187.00 $ 145.00 $ 152.00
</TABLE>

PROPOSAL FOR APPROVAL OF A
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

On January 19, 1995, the Board of Directors adopted the Comerica Incorporated
Stock Option Plan For Non-Employee Directors (the "Plan"), subject to the
approval of shareholders. The purposes of the Plan are to promote the continued
prosperity of the Corporation by aligning the long-term financial interests of
non-employee directors of the Corporation and its affiliates with those of
shareholders, to provide an additional incentive for these individuals to remain
as directors of the

29
<PAGE> 34

Corporation and its affiliates, and to provide a means through which the
Corporation and its affiliates may attract qualified individuals to serve as
directors. Shareholder approval of the Plan will enable the Corporation to
remain competitive with other financial organizations that use stock-based
compensation as part of their director compensation package and also will place
the Plan in compliance with the requirements of applicable federal securities
law.

The full text of the Plan is included as Exhibit A to this Proxy Statement. The
following is a summary of the material features of the Plan.

After each annual meeting of shareholders, each member of the Board of Directors
of the Corporation who is not an employee of the Corporation or of any of its
subsidiaries will be granted an option, pursuant to a formula in the Plan, to
purchase 1,000 shares of the common stock of the Corporation. The Plan also
authorizes the granting of options on a discretionary basis to non-employee
directors of Comerica Bank and the Affiliated Banks (as defined in the Plan) who
also are directors of the Corporation. Option grants under the Plan will be in
addition to annual retainers, meeting fees and other compensation payable to
non-employee directors in connection with their services as directors. The
Corporation will not receive any consideration for granting options under the
Plan other than the services to be provided by the directors who participate in
the Plan.

The Plan will be administered by a committee of the Board of Directors to be
appointed by the board for this purpose or by the committee's designee. The
formula grants to directors of the Corporation operate automatically and the
committee will not have discretion with respect to matters such as the selection
of directors to whom options will be granted, the timing of grants, the number
of shares to become subject to each option grant, the exercise price of options,
or the periods of time during which any option may be exercised. The committee
will have discretion with respect to grants to directors of Comerica Bank and
the Affiliated Banks if the committee chooses to make these grants.

The total number of shares of common stock which may become subject to options
granted under the Plan is 250,000 shares, subject to equitable adjustment upon
the occurrence of events such as stock splits, stock dividends or
recapitalizations. The plan will become effective upon approval of the
shareholders and will remain in effect until all of the options are granted
following the annual meeting of shareholders in the year 2004.

The exercise price of each option will be the fair market value of each share of
common stock subject to the option on the date the option is granted. The
exercise price is payable in full upon exercise of the option and may be paid in
cash or by delivery of previously owned shares. The Plan also permits "cashless
exercises". These generally involve a program through which option shares are
delivered to a broker as collateral for a margin loan which is used to pay the
exercise price. Alternatively, the broker may sell a portion of the shares
received and use the proceeds from the sale to pay the exercise price.

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<PAGE> 35

The Plan committee or its designee may change the option price per share
following a corporate reorganization or recapitalization so that the aggregate
option price for all shares subject to each outstanding option prior to the
change is equivalent to the aggregate option price for all shares or other
securities into which option shares have been converted or which have been
substituted for option shares.

The term of each option will be ten years. Except in the event of the
optionholder's death or a change in control of the Corporation (as defined in
the Plan), options are not exercisable until one year after the date of the
grant. Options are fully vested after one year. Unexercised options expire ten
years after the grant date.

So long as applicable securities laws contain nontransferability restrictions
with respect to compensatory options, the options will not be transferable
except at death or pursuant to a qualified domestic relations order (as defined
in the Internal Revenue Code) entered in connection with the divorce or legal
separation of the optionholder. Options will be exercisable during a director's
lifetime only by the director or his or her legal representative.

Upon a director's retirement from the board or upon his or her disability or
death or separation due to any other circumstance (other than resignation or
removal for cause), the director's vested options will remain exercisable for
one year or until the expiration of the original term of the options, whichever
is earlier. If a director resigns from the board or is removed for cause, his or
her vested options will remain exercisable for 90 days or until the expiration
of the original term of the options, whichever is earlier. Upon the death of a
director subsequent to his or her retirement, disability, resignation, removal
or separation due to any other circumstance, the director's options may be
exercised by his or her legal representative during the period remaining until
the expiration of the options.

The Board of Directors may amend the Plan at any time except that the formula
provisions of the Plan relating to the number of options to be granted to
directors of the Corporation, the timing of these grants, the exercise price of
options subject to these grants, the periods during which these options may be
exercised and the term of these options may not be amended more than once every
six months other than to comply with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act of 1974 or the rules promulgated
thereunder. In addition, the board may not make any amendment without
shareholder approval if shareholder approval is required to comply with Rule
16b-3 of the Exchange Act or the rules of the New York Stock Exchange. Rule
16b-3 currently requires shareholder approval of any amendment which would
materially increase the benefits accruing to participants under the Plan,
materially increase the number of securities which may be issued under the Plan
or materially modify the eligibility requirements for participation in the Plan.
Finally, the Board of Directors may not make any amendment to the Plan which
would result in the loss of the Rule 16b-3 exemption for options granted under
the Plan.

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<PAGE> 36

The only eligible participants in the Plan are non-employee directors of the
Corporation who will receive formula grants attributable to their service as
directors of the Corporation and who may receive discretionary grants
attributable to their service as directors of Comerica Bank and any Affiliated
Bank. Presently, there are ten non-employee directors of the Corporation who are
eligible to participate in the Plan, four of whom also serve as directors of the
Affiliated Banks. If the Plan had been in existence in 1994, options to purchase
10,000 shares of common stock of the Corporation would have been granted to
non-employee directors of the Corporation under the formula provisions of the
Plan. No basis exists to determine how many options would have been granted on a
discretionary basis to non-employee directors of the Corporation who serve on
the boards of the Affiliated Banks.

Upon the exercise of an option, the optionee normally realizes and recognizes
ordinary income to the extent the fair market value of the shares of common
stock acquired (determined at the time of exercise) exceeds the exercise price.
If the optionee is a Section 16(b) Insider, as defined under the Exchange Act (a
person subject to the short-swing profit recovery provision of Section 16(b) of
the Exchange Act), so that disposal of the acquired shares for a period of time
would be deemed a substantial risk of forfeiture under the Internal Revenue
Code, the realization of compensation income may be deferred until the risk of
forfeiture ceases to exist, unless the optionee elects to be taxed as of the
date of exercise of the option. If the realization of compensation income is
deferred, the amount of the income is measured by the difference between the
exercise price and the market value of the shares on the date that the risk of
forfeiture ceases to exist.

The Corporation is entitled to a federal income tax deduction equal to the
amount taxable to the optionee in the year in which that amount is includable in
the optionee's income. If any stock received upon the exercise of an option is
later sold, any excess of the sale price over the optionee's basis in the stock
is treated as a gain from the sale or exchange of a capital asset.

If a quorum is present at the annual meeting, the affirmative vote of a majority
of the votes represented and entitled to vote at the meeting is required for
approval of the Plan. Proxies solicited by the Board of Directors will be voted
to approve the Plan unless a shareholder specifies otherwise.

INDEPENDENT ACCOUNTANT

Upon recommendation of the Audit and Legal Committee, the Board of Directors
selected Ernst & Young LLP as independent accountant to audit the Corporation's
financial statements for 1995. Ernst & Young also audited the Corporation's
financial statements for 1994. Representatives of Ernst & Young will have an
opportunity to make a statement at the annual meeting and will be available at
the meeting to answer any questions asked by shareholders.

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<PAGE> 37

SHAREHOLDER PROPOSALS

Any proposal by a shareholder of the Corporation must be received by December
12, 1995 to be considered for inclusion in the Proxy Statement for the 1996
Annual Meeting of Shareholders. Proposals must comply with applicable laws and
regulations and must be mailed by certified or registered mail to Judith C.
Lalka Dart, Executive Vice President, General Counsel and Secretary, Comerica
Incorporated, Comerica Tower at Detroit Center, 500 Woodward Avenue, 33rd Floor,
Detroit, Michigan 48226.

ANNUAL REPORT TO SHAREHOLDERS

The 1994 Annual Report to Shareholders, containing financial statements and
other information about the operations of the Corporation for the year ended
December 31, 1994, was mailed previously to shareholders and is not to be
regarded as proxy soliciting material.

OTHER MATTERS

The Board of Directors is not aware of any other matter to be presented at the
annual meeting. If any other matter is properly submitted for a vote at the
meeting, the shares represented by Proxies in the accompanying form will be
voted with respect to the matter in accordance with the judgment of the person
or persons voting the shares.

BY ORDER OF THE BOARD OF DIRECTORS

Judith C. Lalka Dart

Judith C. Lalka Dart
Executive Vice President, General Counsel and
Secretary
Dated: April 14, 1995

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<PAGE> 38

EXHIBIT A

COMERICA INCORPORATED
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

SECTION 1. PURPOSE.

The purposes of this Stock Option Plan for Non-Employee Directors are to promote
the continued prosperity of Comerica Incorporated by aligning the long-term
financial interests of the recipients of options hereunder with those of the
shareholders of the Corporation, to provide an additional incentive for such
individuals to remain as directors, and to provide a means through which the
Corporation and its affiliates may attract well-qualified individuals to serve
as directors.

SECTION 2. DEFINITIONS.

The following words and phrases, wherever capitalized, shall have the following
meanings respectively, unless the context otherwise requires:

A. "Affiliated Bank" means Comerica Bank-Illinois, Comerica
Bank-California, Comerica Bank & Trust, F.S.B., Comerica Bank-Texas or any
other financial institution which is or becomes a member of the controlled
group of corporations within the meaning of Section 1563(a)(1) of the Code
(or other successor provision of the Code defining the term "controlled
group of corporations") of which Comerica Incorporated is the common parent
corporation.

B. "Agreement" means a written agreement which sets forth the terms and
conditions of an option grant under the Plan, including any amendment to
such written agreement. Agreements shall be subject to the express terms
and conditions set forth herein.

C. "Board" means the Board of Directors of Comerica Incorporated.

D. "Cause" means any act of (a) fraud or intentional misrepresentation, or
(b) embezzlement, misappropriation or conversion of assets or opportunities
of the Corporation or any Subsidiary.

E. "Change in Control of the Corporation" shall be deemed to have occurred
if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 26%
or more of the combined voting power of the Corporation's then outstanding
securities; or (B) during any period of two consecutive years, individuals
who at the beginning of such period constitute

A-1
<PAGE> 39

the Board and any new director (other than a director designated by a
person who has entered into an agreement with the Corporation to effect a
transaction described in clauses (A) or (C) of this subsection) whose
election by the Board or nomination for election by the stockholders of the
Corporation was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof; or (C)
the shareholders of the Corporation approve a merger or consolidation of
the Corporation with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 75% of the combined voting
power of the voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation, or the
shareholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition of all or
substantially all of its assets.

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

G. "Comerica Bank" means Comerica Bank, a Michigan banking corporation.

H. "Committee" means a committee appointed by the Board and consisting of
not less than two members of the Board who qualify as "disinterested
persons" within the meaning of Rule 16b-3 under the Exchange Act. No member
of the Committee shall be eligible to receive discretionary Option grants
under Section 5.B. of the Plan.

I. "Common Stock" means shares of $5.00 par value common stock of Comerica
Incorporated, subject to adjustment pursuant to Section 7.

J. "Corporation" means Comerica Incorporated, a Delaware corporation.

K. "Disabled" or "Disability" means unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to be of
long-continued and indefinite duration. An individual shall not be
considered to be disabled unless he furnishes proof of the existence
thereof in such form as the Committee may require.

L. "ERISA" means the Employee Retirement Income Security Act of 1974, as
from time to time amended.

M. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

A-2
<PAGE> 40

N. "Exercise Price" means, with respect to each share of Common Stock
subject to an Option, the price at which such share may be purchased from
the Corporation pursuant to the exercise of such Option.

O. "Fair Market Value" means the closing price of the Common Stock on the
New York Stock Exchange as reported on the Composite Tape, or if it is not
listed on the New York Stock Exchange, the closing price on the exchange on
which the Common Stock is then listed, or if not listed on any exchange,
then the closing price reported on the NASDAQ National Market System
over-the-counter market; if, however, there is no trading of the Common
Stock on the date in question, then the closing price of the Common Stock,
as so reported, on the last preceding date on which there was trading shall
instead be used to determine Fair Market Value; if Fair Market Value for
any date in question cannot be determined as hereinabove provided, Fair
Market Value shall be determined by the Committee by whatever method or
means the members, in the good faith exercise of their discretion, at that
time shall deem appropriate.

P. "Legal Representative" means the "guardian or legal representative" of
the optionholder as those terms are construed under the Exchange Act who,
upon the Disability or incapacity of an optionholder, shall have acquired
on behalf of the optionholder, by legal proceeding or otherwise, the right
to exercise the optionholder's rights and receive his or her benefits under
the Plan.

Q. "Non-Employee Director" means (i) with respect to Section 5.A. of the
Plan, a member of the Board in his capacity as a director of the
Corporation, provided such individual is not an employee of the Corporation
or of any Subsidiary of the Corporation; and (ii) with respect to Section
5.B. of the Plan, a member of the board of directors of Comerica Bank or
any Affiliated Bank in such individual's capacity as a director of Comerica
Bank or any Affiliated Bank, provided such individual also is a director of
the Corporation and is not an employee of the Corporation or of any
Subsidiary of the Corporation.

R. "Option" means the right, granted pursuant to this Plan, of a holder to
purchase shares of Common Stock at the Exercise Price. All options granted
under the Plan shall be "nonstatutory stock options," i.e., options which
do not qualify under Sections 422 or 423 of the Code.

S. "Personal Representative" means the executor, administrator or personal
representative appointed to administer the optionholder's probate estate,
or if the individual has no probate estate, then the successor trustee(s)
of any revocable living trust the individual established during his or her
lifetime.

T. "Plan" means the plan set forth herein which shall be known as the
"Comerica Incorporated Stock Option Plan For Non-Employee Directors."

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<PAGE> 41

U. "Qualified Domestic Relations Order" means a "qualified domestic
relations order" as defined in the Code or in Title I of ERISA, or in rules
promulgated thereunder.

V. "Subsidiary" means any corporation of which a majority of the
outstanding voting capital stock is owned, directly or indirectly, by the
Corporation. With respect to non-corporate entities, it means any entity in
which the Corporation owns, directly or indirectly, a majority of the
equity interest.

SECTION 3. SHARES AVAILABLE UNDER THE PLAN.

The aggregate number of shares which may be issued and as to which grants of
Options may be made under the Plan is 250,000 shares of the Common Stock,
subject to adjustment as set forth in Section 7. If any Option granted under the
Plan is canceled by mutual consent or terminates or expires for any reason
without having been exercised in full, the number of shares subject thereto
shall again be available for purposes of the Plan. The shares which may be
issued under the Plan may be either authorized but unissued shares or treasury
shares or partly each.

SECTION 4. ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Committee. The Committee may delegate the
day-to-day administration of the Plan to any individual or individuals it deems
appropriate. The Committee shall keep records of action taken at its meetings or
by unanimous written consent. A majority of the Committee shall constitute a
quorum at any meeting, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all the
members of the Committee, shall constitute acts of the Committee.

Subject to the remaining provisions of this Section, the Committee shall have
full authority to carry out the provisions of the Plan, including authority to
interpret the Plan and prescribe such rules, regulations and procedures in
connection with the operation of the Plan as it shall deem to be necessary and
advisable for the administration of the Plan consistent with the purposes of the
Plan. All questions of interpretation and application of the Plan, or as to
Options granted under the Plan, shall be subject to the determination of the
Committee, which shall be final and binding.

With respect to Section 5.A. of the Plan, the selection of the Non-Employee
Directors to whom Options are to be granted, the timing of such grants, the
number of shares subject to any Option, the exercise price of any Option, the
periods during which any Option may be exercised and the term of any Option
shall be as set forth in those provisions hereof which relate to Section 5.A. of
the Plan, and the Committee shall have no discretion as to such matters.

With respect to Section 5.B. of the Plan, the Committee shall have exclusive
authority to grant Options under the Plan, to select the Non-Employee Directors
who will receive Options, to

A-4
<PAGE> 42

determine the number of Options to be granted to any Non-Employee Director and
the terms of any Option grant, and to determine the time when any Options will
be granted.

SECTION 5. GRANT OF STOCK OPTIONS.

A. Automatic Annual Grants. On the day each annual meeting of the
shareholders of the Corporation is held, each Non-Employee Director shall
automatically and without further action by the Board or the Committee be
granted an Option to purchase 1,000 shares of Common Stock, subject to
adjustment and substitution as set forth in Section 7. If the number of
shares then remaining available for the grant of Options under the Plan is
not sufficient for each Non-Employee Director to be granted an Option for
1,000 shares (or the number of adjusted or substituted shares pursuant to
Section 7), then each Non-Employee Director shall be granted an Option for
a number of whole shares equal to the number of shares then remaining
available divided by the number of Non-Employee Directors, disregarding any
fractions of a share.

B. Discretionary Grants. Any Non-Employee Director shall be eligible to
receive whatever number of Options the Committee, in its sole discretion,
chooses to grant to him or her from time to time, but shall not have a
right to receive any such grants.

SECTION 6. TERMS AND CONDITIONS APPLICABLE TO OPTION GRANTS.

Options granted under the Plan shall be subject to the following terms and
conditions:

A. Exercise Price. The Exercise Price with respect to each share of Common
Stock covered by the Option shall be 100% of the Fair Market Value of such
share on the date the Option is granted.

B. Payment of Exercise Price. The Exercise Price for each Option shall be
paid in full upon exercise and shall be payable in cash (including check,
bank draft or money order); provided, however, that in lieu of cash, the
individual exercising the Option may pay the Exercise Price, in whole or in
part, by delivering to the Corporation shares of Common Stock having a Fair
Market Value on the date of exercise of the Option equal to the Exercise
Price of the shares being purchased: except that (i) any portion of the
Exercise Price representing a fraction of a share shall in any event be
paid in cash, and (ii) no shares of Common Stock which have been held for
less than six months may be delivered in payment of the Exercise Price of
an Option. Delivery of shares may also be accomplished through the
effective transfer to the Corporation of shares held by a broker or other
agent. The Corporation will also cooperate with any individual exercising
an Option who participates in a cashless exercise program of a broker or
other agent under which all or part of the shares received upon exercise of
the Option are sold through the broker or other agent or under which the
broker or other agent makes a loan to such individual. Notwithstanding the
foregoing, the exercise of the Option shall not be deemed

A-5
<PAGE> 43

to occur and no shares of Common Stock will be issued by the Corporation
upon exercise of the Option until the Corporation has received payment of
the Exercise Price in full. The date of exercise of an Option shall be
determined under procedures established by the Committee, and as of the
date of exercise the individual exercising the Option shall be considered
for all purposes to be the owner of the shares with respect to which the
Option has been exercised. Payment of the Exercise Price with shares shall
not increase the number of shares of Common Stock which may be issued under
the Plan as provided in Section 3.

C. Term of Options and Vesting. No Option shall be exercisable during the
first year of its term except in case of death as provided in Section 6.E.
or upon the occurrence of a Change in Control of the Corporation. Each
Option shall be exercisable with respect to all of the shares subject
thereto from and after the first anniversary of the date of its grant.
Subject to the preceding sentences of this Section 6.C. and subject to
Section 6.E. which provides for earlier termination of an Option under
certain circumstances, each Option shall expire ten years after the date of
grant. An Option, to the extent exercisable at any time, may be exercised
in whole or in part.

Notwithstanding any other provision contained in the Plan, in case any
Change in Control of the Corporation occurs, all outstanding Options shall
become immediately and fully exercisable whether or not otherwise
exercisable by their terms.

D. Restrictions on Transferability. No Option shall be transferable by the
grantee otherwise than by will, or if the grantee dies intestate, by the
laws of descent and distribution of the state of domicile of the grantee at
the time of death or pursuant to a Qualified Domestic Relations Order. All
Options shall be exercisable during the lifetime of the grantee only by the
grantee or by the grantee's Legal Representative. These restrictions on
transferability shall not apply to the extent such restrictions are not at
the time required for the Plan to continue to meet the requirements of Rule
16b-3 under the Exchange Act, or any successor Rule.

E. Separation From Board Service. If a grantee ceases to be a director of
the Corporation, Comerica Bank or any Affiliated Bank, any outstanding
Options the grantee then holds shall be exercisable in accordance with the
following provisions:

1. Retirement, Disability, Death or Other Separation. If the grantee's
separation is due to his or her retirement, Disability, death or any
other circumstance not covered in Section 6.E.2. below, any outstanding
Option held by such grantee shall be exercisable by the grantee, or by
his Legal Representative or Personal Representative, as the case may be
(but only if exercisable by the grantee immediately prior to ceasing to
be a director), at any time prior to the expiration date of such Option
or within one year after the date the grantee ceases to be a director,
whichever period is shorter; and

A-6
<PAGE> 44

2. Resignation or Removal for Cause. If the grantee's separation is due
to his or her resignation or removal from office for Cause, any
outstanding Option held by the grantee which is exercisable by the
grantee immediately prior to his or her resignation or removal shall be
exercisable by the grantee for 90 days following such resignation or
removal (or by his or her Personal Representative or Legal
Representative during the remainder of such 90-day period if he or she
dies or becomes Disabled during such period), but not beyond the
original term of such Option.

An Option held by a grantee who has ceased to be a director of the
Corporation, Comerica Bank or any Affiliated Bank shall expire at the end
of the applicable exercise period, if any, specified in this Section 6.E.

F. Option Agreements. All grants of Options shall be evidenced by an
Agreement which shall be executed on behalf of the Corporation by a
representative of the Committee.

G. Conditions Applicable to Grants of Options. The obligation of the
Corporation to issue shares of Common Stock under the Plan shall be subject
to (i) the effectiveness of a registration statement under the Securities
Act of 1933, as amended, with respect to such shares, if deemed necessary
or appropriate by counsel for the Corporation; (ii) the condition that any
shares to be issued shall have been listed (or authorized for listing upon
official notice of issuance) upon each stock exchange, if any, on which the
Common Stock may then be listed; and (iii) all other applicable laws,
regulations, rules and orders which may then be in effect.

Subject to the foregoing provisions of this Section 6 and the other
provisions of the Plan, any Option granted under the Plan shall be subject
to such restrictions and other terms and conditions, if any, as shall be
determined by the Committee in its discretion and set forth in an
Agreement; except that (i) with respect to automatic grants under Section
5.A. hereof, in no event shall the Committee or the Board have any power or
authority which would cause the Plan to fail to be a plan described in Rule
16b-3(c)(2)(ii) (or old Rule 16b-3(b)(1)(iii) so long as such rule remains
effective), or any successor Rule; and (ii) with respect to discretionary
grants under Section 5.B. hereof, in no event shall any member of the
Committee be other than a "disinterested person" under Rule 16b-3(c)(2)(i)
(or Rule 16b-3(b)(1)(ii) so long as such rule remains effective).
Furthermore, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the 1934 Act.
To the extent any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Committee.

A-7
<PAGE> 45

SECTION 7. ADJUSTMENT AND SUBSTITUTION OF SHARES.

In the event any change occurs in the number of shares of Common Stock
outstanding as a result of any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization, or any distribution to common shareholders other than cash
dividends, the number or kind of shares that may be issued under the Plan
pursuant to Section 3, including shares covered by existing Options, shall be
automatically adjusted to preserve the proportionate interests of the grantees
in the Corporation as represented by their outstanding Options, and the
proportionality of the share pool under the Plan in relation to the total number
of shares outstanding.

If the outstanding shares of the Common Stock shall be changed into or become
exchangeable for a different number or kind of shares of stock or other
securities of the Corporation or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of the Common Stock set forth in Section 3, including shares covered by
existing Options, the number and kind of shares of stock or other securities
into which each outstanding share of Common Stock shall be so changed or for
which each such share shall become exchangeable.

In case of any adjustment or substitution as provided for in the first two
paragraphs of this Section 7, the aggregate Exercise Price for all shares
subject to each then outstanding Option prior to such adjustment or substitution
shall be the aggregate Exercise Price for all shares of stock or other
securities (including any fraction) into which such shares shall have been
converted or which shall have been substituted for such shares. Any new Exercise
Price per share shall be carried to at least three decimal places with the last
decimal place rounded upwards to the nearest whole number.

If the outstanding shares of Common Stock shall be changed in value by reason of
any spin-off, split-off or split-up, or dividend in partial liquidation,
dividend in property other than cash or extraordinary distribution to holders of
Common Stock, the Committee shall make any adjustments to any then outstanding
Option which it determines are equitably required to prevent dilution or
enlargement of the rights of grantees which would otherwise result from any such
transaction.

No adjustment or substitution provided for in this Section 7 shall require the
Corporation to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.

Except as provided in this Section 7, a grantee shall have no rights by reason
of issuance by the Corporation of stock of any class or securities convertible
into stock of any class, any subdivision or consolidation of shares of stock of
any class, the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class.

A-8
<PAGE> 46

SECTION 8. EFFECT OF THE PLAN ON THE RIGHTS OF THE CORPORATION, ITS AFFILIATES
AND SHAREHOLDERS.

Nothing in the Plan, in any Option granted under the Plan, or in any Agreement
shall confer any right to any person to continue as a director of the
Corporation, Comerica Bank or any Affiliated Bank, or interfere in any way with
the rights of the shareholders of the Corporation, the Board or the board of
directors of Comerica Bank or any Affiliated Bank to elect and remove directors.

SECTION 9. AMENDMENT AND TERMINATION.

The right to amend the Plan at any time and from time to time and the right to
terminate the Plan at any time are hereby specifically reserved to the Board;
provided, however, that no such termination shall result in the cancellation of
any outstanding Options theretofore granted under the Plan; and provided further
that no amendment of the Plan shall: (i) be made without shareholder approval if
shareholder approval of the amendment is at the time required for Options
granted under the Plan to directors of the Corporation, Comerica Bank or any
Affiliated Bank to qualify for the exemption from Section 16(b) of the Exchange
Act provided by Rule 16b-3, or by any successor Rule, or by the rules of any
stock exchange on which the Common Stock may then be listed; (ii) amend more
than once every six months the provisions of the Plan relating to grants under
Section 5.A. of the Plan including the selection of the directors to whom
Options are to be granted under Section 5.A., the timing of such grants, the
number of shares which will become subject to any Option granted under Section
5.A., the Exercise Price of any Option granted under Section 5.A., the periods
during which any Option granted under Section 5.A. may be exercised and the term
of any such Option other than to comport with changes in the Code or ERISA, or
the rules and regulations thereunder; or (iii) otherwise amend the Plan in any
manner that would cause Options granted under the Plan to directors of the
Corporation, Comerica Bank or any Affiliated Bank not to qualify for the
exemption provided by Rule 16b-3, or any successor Rule. No amendment or
termination of the Plan shall, without the written consent of the holder of an
Option theretofore granted under the Plan, adversely affect the rights of such
holder with respect thereto.

Notwithstanding anything contained in the preceding paragraph or in any other
provision of the Plan or in any Agreement, the Board shall have the power to
amend the Plan in any manner deemed necessary or advisable so that Options
granted under the Plan qualify for the exemption provided by Rule 16b-3 (or any
successor rule relating to exemption from Section 16(b) of the 1934 Act), and
any such amendment shall, to the extent deemed necessary or advisable by the
Board, be applicable to any outstanding Options theretofore granted under the
Plan notwithstanding any contrary provisions in any Agreement. In the event of
any such amendment to the Plan, the holder of any Option outstanding under the
Plan shall, upon request of the Committee and as a condition to the
exercisability of such Option, execute a conforming amendment in the form
prescribed by the

A-9
<PAGE> 47

Committee to the Agreement referred to in Section 6.F. within such reasonable
time as the Committee shall specify in such request.

SECTION 10. EFFECTIVE DATE AND DURATION OF PLAN.

The Plan shall become effective upon approval by the affirmative votes of the
holders of a majority of the shares of Common Stock present, or represented, and
entitled to vote at a duly called and convened meeting of shareholders. If
approval is obtained at the Annual Meeting of Shareholders in 1995, the Plan
shall be effective on the date of the meeting and the first Options shall be
granted on that date following the meeting. The last Options to be granted under
the Plan shall be granted on the day of the Annual Meeting of Shareholders of
the Corporation in the year 2004.

A-10
<PAGE> 48

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

[COMERICA LOGO]
Detroit, Michigan

TRUSTEE AUTHORIZATION CARD FOR 1995 ANNUAL MEETING OF SHAREHOLDERS

Pursuant to the Comerica Incorporated Preferred Savings Plan, the
undersigned, a participant in the plan, hereby instructs Comerica
Bank, as Trustee under the plan, to vote at the Annual Meeting of
Shareholders to be held on May 19, 1995, and any adjournment of the
meeting, all the shares of Comerica Incorporated Common Stock which
the undersigned is entitled to direct the trustee to vote: (1) as
designated with respect to the matters identified below, and (2) in
the bank's discretion upon any other matters that may properly come
before the meeting.

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

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

James F. Cordes Patricia Shontz Longe
Gerald V. MacDonald Eugene A. Miller

2. PROPOSAL TO APPROVE A STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS

/ / FOR / / AGAINST / / ABSTAIN

IF NO SPECIFIC DIRECTION IS GIVEN THE TRUSTEE SHALL VOTE FOR ALL THE
MATTERS LISTED.

<TABLE>
<S> <C>
Dated: -----------------------------------------, 1995

------------------------------------------------------
Signature
</TABLE>

PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- - --------------------------------------------------------------------------------
<PAGE> 49

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

[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 vote, as designated below,
all the shares of common stock of Comerica Incorporated held of
record by the undersigned on March 22, 1995, at the annual meeting
of shareholders to be held on May 19, 1995 and any adjournment of
the meeting. In their discretion, the Proxies are authorized to vote
upon any other business that may properly come before the meeting.
--------------------------------------------------------------------

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

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

James F. Cordes Patricia Shontz Longe
Gerald V. MacDonald Eugene A. Miller

2. PROPOSAL TO APPROVE A STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS

/ / FOR / / AGAINST / / ABSTAIN
</TABLE>

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

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

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL THE MATTERS LISTED.

Please sign exactly as name appears at left. When shares are held by
joint tenants, both should sign. Please give full title when signing
as attorney, executor, administrator, trustee or guardian. If a
corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in partnership name by an
authorized person.

Dated: 1995
----------------------,

----------------------------
Signature

----------------------------
Signature (if held jointly)

PLEASE SIGN, DATE AND RETURN
THIS PROXY
PROMPTLY USING THE ENCLOSED
ENVELOPE.
- - --------------------------------------------------------------------------------
<PAGE> 50
[LETTERHEAD OF COMERICA INCORPORATED]

April 14, 1995

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") on May 19, 1995, or at any adjournment of the
meeting. You may attend the meeting 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.

The enclosed proxy card lists the number of shares of Manufacturers Stock that
you held of record as of March 22, 1995. The actual number of shares that 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 Comercia stock split.

ON SEVERAL PREVIOUS OCCASIONS YOU WERE 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.

Dividends cannot be disbursed until your Manufacturers Stock has been
exchanged, however, dividends will continue to accrue to your account and be
reported to the Internal Revenue Service. You will be responsible for the
payment of any taxes as if the dividends had been disbursed to you. Interest
will not accrue or be paid with respect to these dividends.

Thank you for your continued interest in Comerica Incorporated.