COMERICA INC /NEW/, DEF 14A, 1997-04-11

COMERICA INC /NEW/
DEF 14A, 1997-04-11
NATIONAL COMMERCIAL BANKS

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<PAGE>
[LOGO]

COMERICA INCORPORATED

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
1997
<PAGE>
[LOGO]
COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE
DETROIT, MICHIGAN 48226

April 11, 1997

Dear Shareholder,

You are cordially invited to attend the 1997 Annual Meeting of Shareholders of
Comerica Incorporated. The meeting will be held at 9:30 a.m. on Friday, May 16,
1997 at the Renaissance Conference Center, Level 2, Tower 300 of the Renaissance
Center, Detroit, Michigan. Registration will begin at 8:30 a.m. A map showing
the location of the meeting is provided on the back cover of the accompanying
Proxy Statement.

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 1996 and includes the 1996 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. SIMPLY SIGN, DATE AND RETURN THE PROXY CARD.
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE FOLLOW THE INSTRUCTIONS FOR USING THE
AUTOMATED TELEPHONE VOTING SYSTEM PROVIDED ON THE PROXY CARD.

Sincerely,

[SIGNATURE]

Eugene A. Miller
Chairman and Chief Executive Officer
<PAGE>
[LOGO]

COMERICA INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 1997

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 16, 1997 at 9:30 a.m., local time, for the
following purposes:

1. To elect four Class I Directors for three year terms expiring in 2000 or
upon the election and qualification of their successors.

2. To act upon a proposal to approve the Comerica Incorporated Management
Incentive Plan.

3. To act upon a proposal to approve the Comerica Incorporated 1997
Long-Term Incentive Plan.

4. 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 24, 1997 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 or use the automated telephone voting system. Instructions for voting
by telephone are provided on the enclosed proxy card.

By Order of the Board of Directors,

[SIGNATURE]

George W. Madison
Executive Vice President,
General Counsel and Corporate
Secretary

April 11, 1997
<PAGE>
[LOGO]
Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226

1997 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 1997 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 16, 1997 at the Renaissance Conference Center, Level 2,
Tower 300 of the Renaissance Center, Detroit, Michigan, 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 11, 1997. The Corporation's Annual Report
for the year ended December 31, 1996 was mailed previously to shareholders.

The common stock of the Corporation is the only security of the Corporation with
voting rights on the matters to be presented for a vote at the annual meeting.
Only shareholders of record of the common stock outstanding at the close of
business on March 24, 1997 (the "record date") will be entitled to vote at the
meeting. At the close of business on March 24, 1997, there were 106,210,358
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
each director. The favorable vote of a majority of the shares cast on the
Comerica Incorporated Management Incentive Plan and the Comerica Incorporated
1997 Long-Term Incentive Plan presented in this Proxy Statement is required to
approve the plans. In tabulating the vote on the election of directors,
abstentions and broker non-votes will have the same effect as a vote against the
matter. In tabulating the vote on the proposals to approve the incentive plans,
abstentions will have the same effect as a vote against the proposals, however,
broker non-votes will be disregarded and will not affect the outcome.

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 elect the nominees for Class I Directors and to
approve the Comerica Incorporated Management Incentive Plan and the Comerica
Incorporated 1997 Long-Term Incentive Plan. 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.

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 $9,000 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.
<PAGE>
ELECTION OF DIRECTORS

One of the purposes of the meeting is to elect four directors in Class I to
serve for terms of three years expiring in 2000.

The Board of Directors is divided into three classes with each class of
directors elected to a three year term of office. 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 terms of office of four Class I Directors expire at the 1997 Annual Meeting
of Shareholders. The Board of Directors has nominated four individuals
recommended by the Directors Committee for election as Class I Directors of the
Corporation at the 1997 Annual Meeting of Shareholders. The nominees are E. Paul
Casey, Max M. Fisher, John D. Lewis and Howard F. Sims. All the nominees have
consented to their nominations and have agreed to serve as directors of the
Corporation if elected.

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 elect 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 elect 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 I Directors at the 1997 Annual Meeting
of Shareholders will hold office for three years. Their terms will expire at the
2000 Annual Meeting of Shareholders or upon the election and qualification of
their successors.

INFORMATION ABOUT NOMINEES AND INCUMBENT DIRECTORS

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

DIRECTOR NOMINEES -- TERMS EXPIRING IN 2000
(CLASS I 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>
- ------------------------------------------------------------------------------------------------------------------------
E. Paul Casey................... 67 Managing General Partner, Metapoint Partners (investment 1973
partnership); Director, Wyman-Gordon Company.
Max M. Fisher................... 88 Investor; Director, Sotheby's Holdings, Inc. 1973
John D. Lewis................... 48 Vice Chairman, (since January 1994 and January 1990-June 1994
1992), Executive Vice President (June 1992-January 1994), and
Comerica Incorporated; Vice Chairman (since March 1995 and 1989-1992
January 1990-June 1992), Comerica Bank.
Howard F. Sims.................. 63 Chairman and Director, Sims-Varner & Associates, P.L.L.C. 1981
(architectural, engineering and planning firm); Director,
MCN Energy Group.
</TABLE>

2
<PAGE>
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1998
(CLASS II DIRECTORS)

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(1) SINCE(2)
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
James F. Cordes................. 56 Retired; Executive Vice President, The Coastal Corporation 1984
(diversified energy company) (until March 1997); President,
American Natural Resources Company (diversified energy
company) (until March 1997); Director, The Coastal
Corporation.
Patricia Shontz Longe, Ph.D..... 63 Economist; Senior Partner, The Longe Company (investment, 1973
management and economic consulting company); Director,
Jacobson Stores, Inc., DTE Energy Company, The Detroit
Edison Company, Warner-Lambert Company and The Kroger
Company.
Gerald V. MacDonald............. 58 Retired; Chairman and Chief Executive Officer (June 1984
1992-June 1993), Comerica Incorporated; Chairman and Chief
Executive Officer (until June 1992), Manufacturers National
Corporation and Manufacturers Bank, N.A.
Eugene A. Miller................ 59 Chairman and Chief Executive Officer (since June 1993), 1979
President and Chief Operating Officer (June 1992-June 1993),
Chairman, President and Chief Executive Officer (until June
1992), Comerica Incorporated; Chairman and Chief Executive
Officer (since June 1992), Chairman, President and Chief
Executive Officer (until June 1992), Comerica Bank;
Director, DTE Energy Company and The Detroit Edison Company.
</TABLE>

INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1999
(CLASS III 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>
- ------------------------------------------------------------------------------------------------------------------------
J. Philip DiNapoli.............. 57 Manager, Real Estate Division of DiNapoli family holdings; 1991
Chairman and Director, Comerica California Incorporated;
Director, SJW Corp.
Wayne B. Lyon................... 64 Chairman, President and Chief Executive Officer, Lifestyle 1986
Furnishings International Ltd. (manufacturer of residential
furniture and decorative home furnishings and fabrics)
(since August 1996); President and Chief Operating Officer,
Masco Corporation (until August 1996); Director, Masco
Corporation, Payless Cashways, Inc. and Emco Limited.
Michael T. Monahan.............. 58 President (since June 1993), Comerica Incorporated; 1993
President (since June 1993), President and Chief Operating and
Officer (June 1992-June 1993), Comerica Bank; President 1985-1992
(until June 1992), Manufacturers National Corporation;
President and Chief Operating Officer (until June 1992),
Manufacturers Bank, N.A.; Director, Jacobson Stores, Inc.
</TABLE>

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<PAGE>
<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>
Alfred A. Piergallini........... 50 Vice Chairman, President and Chief Executive Officer, Gerber 1991
Products Company (producer and marketer of baby food, baby
care and infant apparel); Director, Gerber Products Company
and Toy Biz, Inc.
Martin D. Walker................ 64 Chairman (since January 1997), Chairman and Chief Executive 1979-1992
Officer (until December 1996), M.A. Hanna Company and
(international specialty chemicals company); Director, 1996
Lexmark International, Inc., Reynolds & Reynolds, Textron
Inc., The Goodyear Tire & Rubber Company and The Timken
Company.
</TABLE>

- --------------------------
(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
Compensation Committee, a Directors 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 and a minimum of any other
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 1996.

AUDIT AND LEGAL COMMITTEE. The members of the Audit and Legal Committee are
Patricia Shontz Longe, Ph.D. (Chairman), E. Paul Casey, James F. Cordes, J.
Philip DiNapoli, Alfred A. Piergallini and Martin D. Walker. All the committee
members are non-employee directors who are independent of the Corporation's
management. The committee includes members with banking or related financial
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) at least
annually, review with management the role and scope (including non-traditional
business relationships) of the work performed by the internal auditors, approve
the annual audit plan and periodically review the plan status and findings; (6)
at least annually, meet privately with the internal auditor and external
auditor; (7) review the annual financial statements and the financial reporting
process and recommend approval of the Proxy Statement and

4
<PAGE>
Form 10-K; (8) review the periodic examinations made by regulatory authorities
and any replies required in connection with the examinations; (9) periodically
review the status of any pending litigation which could be costly to the
Corporation or seriously affect the reputation of the Corporation; (10) review
with management the programs and procedures to avoid conflicts of interest as
well as those covering other aspects of business ethics; (11) review executive
officer travel and entertainment expenses, including executive perquisites, to
assess the reasonableness and appropriate documentation of the expenses; (12)
review with management the programs and procedures to assure compliance with
laws, regulations and corporate policy; (13) review summary reports provided by
the Consumer Compliance Officer and the Investment Services Compliance Officer
to assure that corrective measures are implemented where appropriate; (14)
review annually with management and the independent accounting firm their
assessments of the adequacy of internal controls and the Corporation's
compliance with designated laws and regulations as required by the Federal
Deposit Insurance Corporation Improvement Act; (15) review annually and
recommend to the board for approval the Audit Policy and Code of Ethics; (16)
review annually and recommend to the board for approval the disaster protection
program for the Corporation; (17) review annually and recommend to the board for
approval the adequacy of insurance coverage; (18) institute investigations of
suspected improprieties; and (19) retain special counsel or other expert
assistance at the committee's discretion. The Audit and Legal Committee met four
times during 1996.

COMPENSATION COMMITTEE. The members of the Compensation Committee are Wayne B.
Lyon (Chairman), Max M. Fisher, Alfred A. Piergallini and Martin D. Walker. 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) annually review all aspects of the executive compensation
program 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) recommend
to the board for approval the annual compensation for the Corporation's Chief
Executive Officer; (4) review and approve the annual compensation for the
Corporation's President, Vice Chairman and all Executive Vice Presidents based
on the recommendations of management; (5) oversee the administration of 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; and (8)
establish committees, determine their authority and responsibilities, review
committee reports and approve committee recommendations. The committee is
authorized to hire and seek the advice of outside consultants as reasonably
required. The Compensation Committee met six times during 1996.

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 and extend
invitations to the nominees on behalf of 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, size of the board, committee structure and
assignments, and the conduct and frequency of board meetings; (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) administer the
Corporation's Stock Option Plan for Non-Employee Directors (excluding the
provisions for discretionary grants under the plan) and the Corporation's Stock
Option Plan for Non-Employee Directors of Comerica Bank and Affiliated Banks;
(10) monitor the board's

5
<PAGE>
retirement policy for directors; and (11) recommend guidelines on significant
governance principles for the boards of directors of the Corporation and its
subsidiaries. The Directors Committee met two times during 1996.

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 Howard F. Sims.
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)
annually review and recommend financial authorizations for board approval; (4)
annually approve financial policies; (5) review the methodology for the
Allowance for Loan and Lease Loss Reserves for the Corporation and compare the
analysis to actual reserve levels; and (6) review the reports submitted by
Corporate Loan Review to monitor compliance with policy and overall performance.
The Risk Asset Quality Review Committee met three times during 1996.

BOARD AND COMMITTEE MEETINGS. There were six regular meetings and one special
meeting of the Board of Directors and fifteen meetings of the various committees
of the board during 1996. All director nominees and incumbent directors attended
at least 93 percent 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, with the exception of Patricia Shontz Longe, Ph.D. who
attended 71 percent of the meetings due to an illness.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

During 1996, the members of the Compensation Committee were Wayne B. Lyon
(Chairman), Max M. Fisher, Alfred A. Piergallini and Martin D. Walker. 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.

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 1996, 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 also has a stock option plan for non-employee directors. After
each annual meeting of shareholders, each non-employee director is granted an
option to purchase 1,000 shares of common stock of the Corporation. The exercise
price of each option is the fair market value of each share of common stock on
the date the option is granted. Options are exercisable one year after the date
of the grant and expire ten years after the grant date.

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. The
Federal Insurance Company (a member of the Chubb Group) is the primary insurer
for the excess limit policy.

6
<PAGE>
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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides information concerning the number of shares of the
Corporation's common stock held as of December 31, 1996 by the only shareholder
known to the Corporation to be the beneficial owner of more than 5% of the
Corporation's common stock. In providing this information, the Corporation
relied solely on the Schedule 13G filed by the shareholder with the Securities
and Exchange Commission ("Commission") and on other information furnished to the
Corporation by the shareholder.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

<TABLE>
<CAPTION>
SOLE SHARED SOLE SHARED PERCENT
NAME AND ADDRESS VOTING VOTING INVESTMENT INVESTMENT OF
OF BENEFICIAL OWNER POWER POWER POWER POWER CLASS
- ----------------------------------------------------- --------- --------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Capital Research and Management Company* None None 6,180,000 None 5.8%
333 South Hope Street
Los Angeles, CA 90071-1444
</TABLE>

* Capital Research and Management Company, a registered investment adviser and
an operating subsidiary of The Capital Group Companies, Inc., exercises
investment discretion with respect to these shares which are owned by various
institutional investors. The Capital Group Companies, Inc. and Capital
Research and Management Company have no power to direct the vote of these
shares and disclaim beneficial ownership of them.

7
<PAGE>
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 presented in this
Proxy Statement (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.

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- ---------------------------------------- ----------------------- -------------
<S> <C> <C>
Ralph W. Babb Jr. 21,175(1) *
E. Paul Casey 18,574(2) *
James F. Cordes 28,634(2) *
J. Philip DiNapoli 197,229(2) *
Max M. Fisher 1,741,004(2)(3) 1.6%
John D. Lewis 141,641(4) *
Patricia Shontz Longe, Ph.D. 6,860(2) *
Wayne B. Lyon 18,960(2) *
Gerald V. MacDonald 37,022(2) *
Eugene A. Miller 441,130(5) *
Michael T. Monahan 235,721(6) *
Alfred A. Piergallini 13,000(2) *
Fenton R. Talbott 13,526(7) *
Howard F. Sims 8,240(2) *
Martin D. Walker 5,448(2) *
Directors, nominees and executive
officers as a group (29 people) 3,411,863(8) 3.2%
</TABLE>

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

* Represents holdings of less than one percent.

(1) Includes options to purchase 10,500 shares of common stock of the
Corporation, which options were granted to Mr. Babb under the Corporation's
Long-Term Incentive Plan.

(2) Includes options to purchase 2,000 shares of common stock of the
Corporation, which options were granted under the Corporation's Stock Option
Plan for Non-Employee Directors.

(3) 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 Commission. Mr.
Fisher's ownership combined with the ownership of these family members
totals 1,839,166 shares.

(4) Includes options to purchase 101,563 shares of common stock of the
Corporation, which options were granted to Mr. Lewis under the Corporation's
Long-Term Incentive Plan.

(5) Includes options to purchase 268,035 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, 506 shares
owned

8
<PAGE>
jointly by Mr. Miller and his son and 300 shares held by Mr. Miller 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 custody for his daughter.

(6) Includes options to purchase 86,938 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.

(7) Includes options to purchase 3,000 shares of common stock of the
Corporation, which options were granted to Mr. Talbott under the
Corporation's Long-Term Incentive Plan.

(8) As of March 24, 1997, incumbent directors, nominees and executive officers
as a group beneficially owned options to purchase 773,614 shares of the
Corporation's common stock, which options were granted under the
Corporation's Long-Term Incentive Plan, under option plans of Manufacturers
National Corporation and under the Corporation's Stock Option Plan for
Non-Employee Directors. 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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of 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 Commission and the New York
Stock Exchange not later than specified deadlines. During 1996, all of the
required reports were filed by the specified deadlines. In making this
disclosure, the Corporation relied solely on the written representations of the
directors and executive officers and a review of copies of the reports filed
with the Commission.

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 1996. 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.

9
<PAGE>
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 and Controller 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.

<TABLE>
<CAPTION>
FIVE-YEAR EXECUTIVE
NAME AGE BUSINESS EXPERIENCE(1) OFFICER SINCE
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
Ralph W. Babb Jr........... 48 Executive Vice President (since June 1995), Comerica Incorporated 1995
and Comerica Bank; Vice Chairman, Mercantile Bancorporation and
Mercantile Bank (until June 1995).
John R. Beran.............. 44 Executive Vice President (since May 1995), Comerica Incorporated 1995
and Comerica Bank; President and Chief Executive Officer (Jan
1994-April 1995), Money Access Service Corporation (electronic
banking services); Senior Vice President (until Dec 1993), Society
Corporation (bank holding company).
Joseph J. Buttigieg, III... 51 Executive Vice President (since June 1992), Comerica Bank; 1992
Executive Vice President (until June 1992), Manufacturers Bank,
N.A.
Richard A. Collister....... 52 Executive Vice President (since Nov 1992), Comerica Incorporated; 1992
Executive Vice President (since May 1993), Comerica Bank; First
Vice President (until Nov 1992), Merrill Lynch & Co.
George C. Eshelman......... 44 Executive Vice President (since Jan 1994), Comerica Incorporated; 1994
Executive Vice President (since Jan 1994), Senior Vice President
(until Jan 1994), Comerica Bank.
J. Michael Fulton.......... 48 President and Chief Executive Officer (since July 1993), Executive 1993
Vice President (until July 1993), Comerica Bank-California.
Dale E. Greene............. 50 Executive Vice President (since May 1996), Comerica Incorporated; 1996
Executive Vice President (since Mar 1996), First Vice President
(until Mar 1996), Comerica Bank.
Charles L. Gummer.......... 50 President and Chief Executive Officer, Comerica Bank-Texas. 1992
John R. Haggerty........... 53 President and Chief Executive Officer (since July 1994), Comerica 1994
Mortgage Corporation; Executive Vice President and Director (until
June 1994), Banc One Mortgage Corporation.
Arthur W. Hermann.......... 52 Senior Vice President and Controller, Comerica Incorporated and 1992
Comerica Bank.
Thomas R. Johnson.......... 53 Executive Vice President (since May 1993), Comerica Incorporated; 1992
Executive Vice President (June 1992-May 1993), Comerica Bank;
Senior Vice President (until June 1992), Comerica Incorporated and
Comerica Bank.
John D. Lewis.............. 48 Vice Chairman (since Jan 1994 and Jan 1990-June 1992), Executive 1988
Vice President (June 1992-Jan 1994), Comerica Incorporated; Vice
Chairman (since Mar 1995 and Jan 1990-June 1992), Comerica Bank.
George W. Madison.......... 43 Executive Vice President, General Counsel and Corporate Secretary 1997
(since Jan 1997), Comerica Incorporated; Executive Vice President,
General Counsel, Corporate Secretary and Cashier (since Jan 1997),
Comerica Bank; Partner (until Jan 1997), Mayer, Brown & Platt (law
firm).
</TABLE>

10
<PAGE>
<TABLE>
<CAPTION>
FIVE-YEAR EXECUTIVE
NAME AGE BUSINESS EXPERIENCE(1) OFFICER SINCE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ronald P. Marcinelli....... 47 Executive Vice President (since Nov 1995), Comerica Incorporated 1995
and Comerica Bank; Senior Vice President (June 1992-Nov 1995),
First Vice President (until June 1992), Comerica Bank.
Eugene A. Miller........... 59 Chairman and Chief Executive Officer (since June 1993), President 1978
and Chief Operating Officer (June 1992-June 1993), Chairman,
President and Chief Executive Officer (until June 1992), Comerica
Incorporated; Chairman and Chief Executive Officer (since June
1992), Chairman, President and Chief Executive Officer (until June
1992), Comerica Bank.
Michael T. Monahan......... 58 President (since June 1993), Comerica Incorporated; President 1992
(since June 1993), President and Chief Operating Officer (June
1992-June 1993), Comerica Bank; President (until June 1992),
Manufacturers National Corporation; President and Chief Operating
Officer (until June 1992), Manufacturers Bank, N.A.
David B. Stephens.......... 51 Executive Vice President (since Jan 1994), Comerica Incorporated 1994
and Comerica Bank; Senior Vice President (until Jan 1994),
Comerica Bank.
Fenton R. Talbott.......... 55 Executive Vice President (since Jan 1996), Comerica Incorporated 1996
and Comerica Bank; Senior Vice President (Jan 1994-Jan 1996),
American Express Co. (financial products and strategy); Chief
Executive Officer (until Jan 1994), Acuma, Ltd. (a London
subsidiary of American Express Co.).
James R. Tietjen........... 37 Senior Vice President and General Auditor (since Jan 1995), First 1995
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 (until May
1992), Comerica Incorporated.
</TABLE>

- --------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of the Corporation and of Manufacturers National
Corporation. Comerica Bank is a wholly-owned subsidiary of the Corporation.
Comerica Bank-California, Comerica Bank-Texas and Comerica Mortgage
Corporation are affiliates of the Corporation. Manufacturers Bank, N.A. was
a wholly-owned subsidiary of Manufacturers National Corporation.

11
<PAGE>
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, 1996 and includes their compensation for the fiscal years ended
December 31, 1995 and December 31, 1994.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
LONG-TERM COMPENSATION
--------------------------------------
AWARDS PAYOUTS
SECURITIES
OTHER RESTRICTED UNDERLYING LTIP ALL OTHER
ANNUAL STOCK AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL SALARY BONUS COMPENSATION (2)(3) (5) (6) (7)
POSITION FISCAL YEAR $ $ $ ($) (#) $ $
- ---------------------- ----------- --------- ---------- --------------- ------------ ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 1996 675,000 1,080,000 14,800 0 100,000 128,346 29,625
Chairman of the Board 1995 625,000 560,000 12,937 0 50,000 0 27,665
and Chief Executive 1994 600,000 640,000 15,892 0 38,900 0 28,805
Officer, Comerica
Incorporated and
Comerica Bank

Michael T. Monahan 1996 510,000 714,000 13,092 0 35,000 87,759 14,658
President, Comerica 1995 485,000 375,000 12,226 0 33,950 0 13,058
Incorporated and 1994 485,000 470,000 13,784 0 26,950 0 14,155
Comerica Bank

John D. Lewis 1996 385,000 539,000 9,865 0 25,000 67,494 13,304
Vice Chairman, 1995 370,000 300,000 10,285 0 25,900 0 12,118
Comerica Incorporated 1994 370,000 360,000 11,094 0 20,550 0 13,066
and Comerica Bank

Ralph W. Babb Jr. 1996 315,000 378,000 43,960 0 12,000 32,537 10,804
Executive Vice 1995 173,085 300,000 10,244 315,000 15,000 0 0
President and Chief
Financial Officer,
Comerica Incorporated
and Comerica Bank

Fenton R. Talbott 1996 294,231 460,000(1) 53,538 377,500(4) 12,000 20,265 3,545
Executive Vice
President, Comerica
Incorporated and
Comerica Bank
</TABLE>

LTIP = long-term incentive plan

(1) The amount for Fenton R. Talbott for 1996 includes a $100,000 signing bonus
received upon his acceptance of employment with the Corporation.

(2) Restricted stock holdings for the named executive officers as of December
31, 1996 were: Michael T. Monahan, 15,000 shares with a market value of
$785,625; John D. Lewis, 10,000 shares with a market value of $523,750;
Ralph W. Babb Jr., 10,000 shares with a market value of $523,750; and Fenton
R. Talbott, 10,000 shares with a market value of $523,750. The market value
is calculated as of December 31, 1996 using the closing price of the
Corporation's common stock on that date of $52.375 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 January 8, 1996, Fenton R. Talbott received 10,000 shares of restricted
stock. The closing price of the Corporation's common stock on that date was
$37.75 per share.

12
<PAGE>
(5) Stock appreciation rights have never been granted under the Corporation's
Long-Term Incentive Plan.

(6) Amounts in this column represent incentive awards based on the Corporation's
average return on equity performance for a three year period from 1994
through 1996. Fifty percent of the award to each of the named executive
officers was paid in cash and fifty percent of the award was paid in shares
of stock. On March 20, 1997, each of the named executive officers received
shares of restricted stock: Eugene A. Miller, 1,063 shares; Michael T.
Monahan, 727 shares; John D. Lewis, 559 shares; Ralph W. Babb Jr., 269
shares; and Fenton R. Talbott, 168 shares. The closing price of the
Corporation's stock on that date was $60.375 per share.

(7) Amounts for 1996 for each of the named executive officers include an $800
matching contribution and a $2,745 performance match under the Corporation's
401(k) plan. Amounts for 1996 also include life insurance premiums paid by
the Corporation for the benefit of the named executive officers: Eugene A.
Miller, $26,080; Michael T. Monahan, $11,113; John D. Lewis, $9,759; and
Ralph W. Babb Jr., $7,259.

The following table provides information on stock option grants in 1996 to the
named executive officers.

OPTION GRANTS IN LAST FISCAL YEAR (1)

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM(3)
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (2) FISCAL YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
- ------------------- ----------- ----------------- ----------- ---------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 100,000 8.2% 38.125 04/14/2006 0 2,397,661 6,076,143
Michael T. Monahan 35,000 2.9% 38.125 04/14/2006 0 839,181 2,126,650
John D. Lewis 25,000 2.1% 38.125 04/14/2006 0 599,415 1,519,036
Ralph W. Babb Jr. 12,000 1.0% 38.125 04/14/2006 0 287,719 729,137
Fenton R. Talbott 12,000 1.0% 37.750 02/08/2006 0 284,889 721,965
</TABLE>

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

(2) This column represents the number of options granted to each named executive
officer in 1996. These options have a ten year term and became exercisable
annually in 25% increments beginning on January 17, 1997, with the exception
of options granted to Fenton R. Talbott which became exercisable annually in
25% increments beginning January 8, 1997. 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.

13
<PAGE>
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, 1996.

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

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
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 54,352 2,034,389(3) 213,860 163,900 6,801,606 2,976,071
Michael T. Monahan 0 0 57,962 78,938 1,324,867 1,564,369
John D. Lewis 12,456 355,108 75,250 57,950 2,240,689 1,157,777
Ralph W. Babb Jr. 0 0 3,750 23,250 78,281 405,843
Fenton R. Talbott 0 0 0 12,000 0 175,500
</TABLE>

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

(2) Value is calculated as of December 31, 1996 using the closing price of the
Corporation's common stock on that date of $52.375.

(3) Eugene A. Miller exercised four option grants with expiring ten year terms.
He retained 36,000 shares and surrendered 18,352 shares to the Corporation
to cover option exercise transaction costs.

LONG-TERM INCENTIVE PLAN AWARDS -- IN LAST FISCAL YEAR(1)

ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
PERFORMANCE THRESHOLD TARGET MAXIMUM
NAME PERIOD ($) ($) ($)
- ------------------- ----------- --------------- --------- -----------
<S> <C> <C> <C> <C>
Eugene A. Miller 1996-1998 0 135,000 270,000
Michael T. Monahan 1996-1998 0 102,000 178,500
John D. Lewis 1996-1998 0 77,000 134,750
Ralph W. Babb Jr. 1996-1998 0 31,500 94,500
Fenton R. Talbott 1996-1998 0 30,000 90,000
</TABLE>

(1) Awards under the long-term incentive program are earned based upon the
Corporation's attainment of specified objectives established by the
Compensation Committee in relation to the Corporation's average return on
equity during the three year performance period. Actual payments are a
function of the individual's base salary in effect on December 1 of the last
year of the performance period and are reduced by amounts earned that year
under the Annual Management Incentive Program. Fifty percent of the awards
are paid in cash and fifty percent are paid in restricted shares of the
Corporation's common stock. The estimated payouts in this table were
calculated based upon base salaries in effect on December 1, 1996 and
amounts actually earned in 1996 under the Annual Management Incentive
Program.

14
<PAGE>
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, including years
of service credited under the Manufacturers Plan and Comerica Plan to the former
participants of these plans. Table I below provides estimates of the amounts
payable as an annual pension using various levels of final average compensation
and years of service credited under the Pension Plan 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

1,500,000 238,304 357,456 476,608 595,760 714,912 782,412

2,000,000 318,304 477,456 636,608 795,760 954,912 1,044,912
</TABLE>

15
<PAGE>
Tables II and III below provide estimates of the amounts payable as an annual
pension 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 PENSION UNDER COMERICA PLAN
BASED ON YEARS OF CREDITED SERVICE

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

1,500,000 261,488 392,231 522,975 653,719 784,463 915,206

2,000,000 348,988 523,481 697,975 872,469 1,046,963 1,221,456
</TABLE>

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

200,000 31,516 47,274 63,033 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

1,500,000 248,183 372,274 496,366 620,457 744,549 819,549

2,000,000 331,516 497,274 663,033 828,791 994,549 1,094,549
</TABLE>

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

16
<PAGE>
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 exceed 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, 35 years; John D. Lewis, 26 years; Ralph W. Babb Jr., 1.5 years and
Fenton R. Talbott, 0 years. The years of service credited to Messrs. Miller and
Lewis 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; and Mr. Lewis, 23 years. The years of service credited to Mr. Monahan
include 32 years of service credited under the Manufacturers Plan for which a
past service pension is payable under the Pension Plan.

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 assume that retirement will occur at age 65 and do not reflect the
reduction in benefits by any social security benefits which may be payable to
the participant.

EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS

RALPH W. BABB JR. is a party to an employment agreement with the Corporation.
The agreement has a three year term which expires on June 1, 1998. During the
term of his employment agreement, Mr. Babb will be paid a minimum annual base
salary of $300,000 and will be eligible for bonuses under the Corporation's
annual bonus program. In addition, Mr. Babb is eligible to receive a
supplemental pension if he remains with the Corporation until June 1, 2000, or
upon a change of control of the Corporation, or if Mr. Babb's employment is
terminated by the Corporation without cause or he resigns for good reason during
the term of the agreement.

Upon entering into the employment agreement, Mr. Babb received a $100,000
signing bonus and an option to purchase 15,000 shares of the Corporation's
common stock. He also received 10,000 restricted shares of the Corporation's
common stock. These shares will become nonforfeitable if Mr. Babb remains
employed with the Corporation until June 1, 2000. Restrictions relating to these
shares will lapse prior to that date if Mr. Babb dies or becomes permanently
disabled, or upon a change of control of the Corporation, or if Mr. Babb's
employment is terminated by the Corporation without cause or he resigns for good
reason.

Mr. Babb also is a party to a severance agreement with the Corporation. The
agreement continues through May 31, 1998 and provides that Mr. Babb is entitled
to receive 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 of control of the Corporation. If Mr. Babb becomes entitled to
receive severance benefits under the agreement, he can receive in addition to
other benefits: (1) an amount equal to three times his annual base salary; (2)
an amount equal to three times the highest annual bonus he received previously;
and (3) continuation of certain benefits for three years. If any payment to Mr.
Babb under the agreement is subject to an excise tax under Section 4999 of the
Internal Revenue Code, Mr. Babb 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. Upon the occurrence of

17
<PAGE>
an event that could trigger a payment under both the severance agreement and Mr.
Babb's employment agreement, Mr. Babb will be entitled to a payment under only
one of the agreements.

JOHN D. LEWIS AND FENTON R. TALBOTT are parties to severance agreements with the
Corporation. The agreements expire on December 31, 1998. Commencing January 1,
1999, the term of each agreement will be extended automatically every three
years unless the Compensation Committee delivers written notice to Mr. Lewis or
Mr. Talbott, at least fifteen months prior to the end of the term, that the
agreement will not be extended. The agreements provide severance benefits to
each party if his employment is terminated without cause by the Corporation or
he resigns for good reason during the term of the agreement after a change of
control of the Corporation. If either Mr. Lewis or Mr. Talbott becomes entitled
to receive severance benefits under the agreement, he can receive: (1) an amount
equal to 2.99 times his annual base salary; (2) any unpaid annual bonus earned
in the year prior to the date of termination; (3) any unpaid short-term bonus
related to a completed performance period of more than one year; (4) a portion
of the annual bonus he would have earned during the year his employment was
terminated calculated by assuming the Corporation's annual profit plan targets
were achieved; (5) the early lapse of restrictions applicable to all restricted
shares awarded prior to a change of control; (6) accelerated vesting of all
stock options granted prior to a change of control; (7) continuation of medical,
dental, accident and life insurance benefits for three years after his
employment terminates, unless he becomes eligible to receive comparable benefits
during the three year period; and (8) payment of any legal fees and expenses
incurred by him to enforce his rights under the severance agreement provided the
legal fees and expenses do not exceed five percent of the pre-tax amount of his
benefits under the agreement. If a cash severance payment or other amounts to be
paid to Mr. Lewis or Mr. Talbott 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 or Mr. Talbott under
the agreements.

EUGENE A. MILLER is a party to an employment agreement with the Corporation. The
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.

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) the 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

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<PAGE>
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.

MICHAEL T. MONAHAN participated in the Manufacturers National Corporation Key
Employee Retention Plan which was assumed by the Corporation when it merged with
Manufacturers National Corporation. Mr. Monahan would have been eligible to
receive severance benefits under the plan if he retired prior to July 1, 1995.
To encourage him to remain with the Corporation, the Corporation entered into an
agreement with Mr. Monahan which provides certain benefits in lieu of the
benefits he may have been eligible to receive under the retention plan if he had
retired on July 1, 1995. The agreement provides that Mr. Monahan, or his
beneficiary, is entitled to receive the following benefits if he retires, dies
or becomes disabled, or his employment with the Corporation is involuntarily
terminated before February 1, 1999, or if his employment with the Corporation
terminates for any reason on February 1, 1999: (1) a cash payment of $3,000,000;
(2) 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; (3)
medical benefits for life; and (4) except in the case of a voluntary retirement
before February 1, 1999, the accelerated vesting of all non-vested stock options
held on the date of termination and the early lapse of any remaining
restrictions on previously awarded shares of restricted stock.

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

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. The committee is
responsible for recommending to the Board of Directors, for approval, the annual
compensation for the Corporation's Chairman and Chief Executive Officer.

The committee also reviews and approves the annual compensation for the
Corporation's President, Vice Chairman, Executive Vice Presidents and other
executive officers based on the recommendations of management.

The committee also administers all aspects of the Corporation's executive
compensation program including executive base salaries, annual and long-term
incentives, deferred compensation programs, stock award programs, benefits,
executive perquisites and employment, severance and management agreements. All
the members of the committee are non-employee directors.

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<PAGE>
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 and long-term management incentive awards and long-term stock
incentive awards.

In determining appropriate levels of compensation for the Chairman and Chief
Executive Officer, the President, the Vice Chairman, Executive Vice Presidents
and other executive officers, the committee evaluates: (1) the Corporation's
performance in relation to 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 fifteen 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.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Corporation's Board of Directors relies on the Chairman and Chief Executive
Officer to provide effective leadership and execute a successful business plan
for the entire organization. Other key measures of the Chairman and Chief
Executive Officer's performance include development of the senior managers of
the Corporation and effective interaction within the community by the Chairman
and Chief Executive Officer and the Corporation.

Subject to the Board's approval of his annual compensation, the committee
establishes Mr. Miller's base salary, management incentive award, stock option
grants and, when appropriate, 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 1995, the Corporation, with the assistance of an
independent compensation consultant, 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 the named executive officers were at or
above the median base salaries of the compensation peer group with the exception
of the Chairman and Chief Executive Officer whose base salary was below the
median. This adversely impacted the competitiveness of his performance based
annual and long term compensation components in 1995. Therefore, the committee
increased Mr. Miller's base salary by eight percent to reflect his contribution
to the organization's success and to bring his base salary to a level more
commensurate with that of chief executive officers in the compensation peer
group.

MANAGEMENT INCENTIVE PROGRAM

The committee members believe that return on equity is a key measure of
corporate performance. Therefore, the Corporation maintains a Management
Incentive Program for executive officers which provides for incentives that are
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. If approved by shareholders at the annual meeting, the Comerica
Incorporated Management

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<PAGE>
Incentive Plan presented in this Proxy Statement will replace the existing
Management Incentive Program which is not set forth in a formal document.

For 1996, 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 or
greater. These 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 the Chairman and
Chief Executive Officer 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.

The 1996 management incentive awards for the Chairman and Chief Executive
Officer and the other named executive officers were based on the 1996 return on
equity of 18.33 percent which placed the Corporation in the highest quintile at
ranking number eight among the fifty largest bank holding companies included in
the performance peer group. The 1996 restructuring charge was not considered
when calculating the funding of the various return on equity incentive
compensation programs. The impact of the restructuring charge will be spread in
future years concurrently with savings realized.

Mr. Miller's 1996 annual award under the Management Incentive Program reflects
the Corporation's return on equity performance as well as Mr. Miller's
contribution to that performance. Mr. Miller's 1996 annual cash compensation,
which includes this award and his base salary, is between the projected 75th and
90th percentile for the compensation peer group.

To reward consistent superior performance over a three year period, the
Management Incentive Program provides for an additional award to 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 is paid in the form of a stock grant under the Corporation's
Long-Term Incentive Plan and fifty percent is paid in cash. A
non-transferability restriction is attached to any stock grant which precludes
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 Corporation's average return on equity for the three year period from 1994
through 1996 ranked among the top twenty of the fifty largest bank holding
companies in the performance peer group. This is the first time since the
inception of the program that a long term incentive award was made to reward for
this consistent superior performance. Mr. Miller's long term incentive payment
was based on his level and contribution to this success.

STOCK-BASED AWARDS

The Corporation's key officers and employees, including all of its named
executive officers, are eligible to receive stock-based awards under the
Corporation's Long-Term Incentive Plan. The plan's objective is to align the
interests of the Corporation's key officers and employees with those of its
shareholders.

Awards in 1996 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 grants only in the
event of stock price appreciation, the committee believes stock options are a
strong incentive to improve long term financial performance and increase
shareholder value. Individual grants in 1996 were based on corporate performance
and on individual levels of responsibility and contributions to the Corporation.

The Corporation's independent compensation consultant reported that, since 1992,
the size of the Corporation's stock option grants for the named executive
officers has been very conservative when

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<PAGE>
compared to those for the Corporation's compensation peer group. It has been the
goal of the Corporation to provide stock-based awards at least equal to the
median awards provided by banks of this peer group. It is also a goal of the
Corporation to encourage stock ownership for all levels of employees.

Grants of stock options to the Chairman and Chief Executive Officer and the
other named executive officers are allocated from a pool of options which is
created each year based on: (1) the Corporation's overall performance and (2) a
percentage of each officer's base salary. Each named executive officer's grant
from the stock pool is based on the committee's assessment of his or her
individual performance.

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 are encouraged to achieve
the targeted stock ownership levels within five years of January 1, 1995 or of
becoming a senior officer. The Chairman and Chief Executive Officer, President,
Vice Chairman and several other senior officers have met their respective stock
ownership targets.

STOCK OWNERSHIP TARGETS

YEARS TO
LEVEL SHARE TARGET ATTAIN
<S> <C> <C>
Chairman and Chief Executive Officer 100,000 Shares 5 Years

President 75,000 Shares 5 Years

Vice Chairman 50,000 Shares 5 Years

Executive Vice President 15,000 Shares 5 Years

Senior Vice President 6,000 Shares 5 Years

First Vice President 3,000 Shares 5 Years
</TABLE>

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 the Internal Revenue Code. However, the committee reserves the right in
the exercise of its business judgment to establish appropriate compensation
levels for executive officers that may exceed the limits on tax deductibility
established under Section 162(m) of the Internal Revenue Code. Currently all
executive officer compensation is tax deductible. Mr. Miller's compensation does
not exceed the deduction limits under Section 162(m) because a portion of his
compensation is deferred and a portion is paid under an employment contract
which was in existence prior to the passage of Section 162(m). The Management
Incentive Plan and Long-Term Incentive Plan which are presented in this Proxy
Statement for shareholder approval are designed to allow the committee, in its
discretion, to grant incentive compensation awards the deductibility of which is
not precluded by Section 162(m).

THE COMPENSATION COMMITTEE

Wayne B. Lyon, Chairman
Max M. Fisher
Alfred A. Piergallini
Martin D. Walker

22
<PAGE>
PROPOSAL FOR APPROVAL OF MANAGEMENT INCENTIVE PLAN

It is the practice of the Corporation to pay cash bonuses to selected officers
under the Management Incentive Program. (See discussion in this Proxy Statement
in the Compensation Committee Report under the heading "Management Incentive
Program"). Under Section 162(m) of the Internal Revenue Code (the "Code"),
annual compensation in excess of one million dollars paid to a Corporation's
chief executive officer and the four other highest paid executive officers
("Covered Employees") is not deductible by the Corporation for federal income
tax purposes. However, "performance-based compensation" is exempt from the one
million dollar deduction limit. For compensation to qualify as
"performance-based compensation," certain conditions must be met including
shareholder approval of the material terms of the arrangement under which the
compensation is paid.

The Corporation intends that payments under its management incentive program
qualify as performance-based compensation so that the tax deductibility of the
payments is not limited by Code Section 162(m). Therefore, on March 20, 1997,
the Compensation Committee adopted a formal written plan document captioned
"Comerica Incorporated Management Incentive Plan" (the "Annual Plan"), subject
to shareholder approval. Under the Annual Plan, officers are eligible to receive
annual and three year bonuses, payable in cash and/or shares of the
Corporation's common stock, based on the level of attainment of corporate
performance goals over one and three year performance periods taken together
with the officer's individual performance.

The full text of the Annual Plan is included as Exhibit A to this Proxy
Statement. The specific targets are maintained by the Compensation Committee and
are not included with the plan document. The following is a summary of the
material features of the Annual Plan.

All senior officers of the Corporation or any of its affiliates are eligible to
participate in the Annual Plan. Presently, the Covered Employees and
approximately 270 other senior officers are eligible to participate. Directors
of the Corporation who are not salaried employees of the Corporation or an
affiliate are not eligible to participate.

The Compensation Committee will establish corporate financial performance
targets prior to the completion of 25% of any one or three year performance
period, or an earlier date as may be required by Section 162(m) of the Code. An
incentive fund, from which bonuses may be paid to eligible individuals, will be
established based on the level of attainment of the performance targets, the
number of eligible individuals, each individual's officer rank and his or her
annual base salary. Corporate financial targets may be based on return on
equity, earnings per share, return on average assets or other objective
performance goals established by the committee. Each eligible individual may
receive an annual and three year bonus based on his or her individual
performance during the applicable performance period. However, in the case of
any Covered Employee, the Compensation Committee may not increase the amount an
individual is eligible to receive as calculated on the basis of the level of
corporate performance under the pre-established performance targets relating to
the performance period. Further, the aggregate amount of bonuses which may
become payable in any year under the Annual Plan to a Covered Employee may not
exceed (1) 200% of his or her base salary or (2) $2,500,000, whichever amount is
less. Bonuses become payable in cash and/or shares of the Corporation's common
stock shortly after the end of each performance period.

The Annual Plan will be administered by the Compensation Committee or other
committee of directors as may be designated by the Corporation's Board of
Directors in the future. Any committee designated to administer the Annual Plan
must have at least two members and each member must meet the standards of
independence necessary to qualify as an "outside director" under Section 162(m)
of the Code. Consequently, none of the eligible officers or employees of the
Corporation, or any of its affiliates, are permitted to serve on the committee
which administers the Annual Plan.

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<PAGE>
On March 20, 1997, the Compensation Committee established performance targets
under the Annual Plan for the 1997 annual performance period and for the 1997
through 1999 three year performance period. Performance targets relating to
three year performance periods ending in 1996 through 1998 were established by
the Compensation Committee prior to the deadlines imposed by Code Section
162(m).

The performance goals under the Annual Plan may be any one or a combination of
the following: net income, cash flow, any profit-related return or any other
performance measure permitted under Section 162(m) of the Code. For any
performance period, performance objectives may be measured on an absolute basis
or relative to a group of peer banks selected by the Compensation Committee, to
internal goals or to levels attained in prior performance periods. During any
performance period, the committee may adjust the performance goals as it deems
equitable in recognition of unusual or nonrecurring events affecting the
Corporation, changes in applicable tax laws or accounting principles or other
factors the committee deems relevant. However, the committee may not adjust the
performance goals for an award held by a Covered Employee with respect to the
year in which the award is settled so as to increase the amount of compensation
payable to the Covered Employee.

Once the Compensation Committee has determined the amount of annual and three
year incentives payable to any Covered Employee, it must certify the amounts in
writing and authorize the Corporation to make payments to the recipients in
accordance with the provisions of the Annual Plan.

The Compensation Committee may amend, modify or terminate the Annual Plan in any
manner at any time without the consent of any eligible individual. The plan will
remain in effect until terminated by the Corporation. Once the Annual Plan is
approved by shareholders, termination of the plan will not affect any
individual's right to receive any incentive already earned.

No basis exists to determine the actual amount of annual and three year bonuses
that would have been payable on a discretionary basis to any eligible individual
if the Annual Plan had been in existence from 1994 to 1996, but the maximum
amounts that would have been payable for the 1996 performance period and the
1994-1996 performance period are set forth below.

MANAGEMENT INCENTIVE PLAN
MAXIMUM AWARDS

<TABLE>
<CAPTION>
DOLLAR VALUE DOLLAR VALUE
OF 1996 OF 1994-1996
NAME AND POSITION MAXIMUM AWARD MAXIMUM AWARD
- ----------------------------------------------------------------------------- ---------------- ----------------

<S> <C> <C>
Eugene A. Miller ............................................................ 1,080,000 270,000
Chairman of the Board and Chief Executive Officer

Michael T. Monahan .......................................................... 714,000 178,500
President

John D. Lewis ............................................................... 539,000 94,500
Vice Chairman

Ralph W. Babb Jr. ........................................................... 378,000 134,750
Executive Vice President and Chief Financial Officer

Fenton R. Talbott ........................................................... 360,000 90,000
Executive Vice President

All Executive Officers as a Group ........................................... 19,456,000 5,478,900

All Non-Executive Officers as a Group ....................................... 0 0
</TABLE>

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<PAGE>
Since the Annual Plan permits the Compensation Committee to change the targets
under the performance goals from year to year, pursuant to regulations
promulgated under Code Section 162(m), the material terms of the performance
goals must be reapproved by the shareholders five years after initial
shareholder approval. Otherwise, the Compensation Committee may amend the plan
in any manner without shareholder approval.

If a quorum is present at the annual meeting, the affirmative vote of a majority
of the votes cast in person or by proxy by shareholders represented and entitled
to vote at the meeting is required for approval of the Annual Plan. In
tabulating the vote, abstentions will have the same effect as a vote against the
plan, however, broker non-votes will be disregarded and will not affect the
outcome. The Annual Plan will be terminated and no compensation will be paid
under the plan if it is not approved by the shareholders. However, the
Corporation's Board of Directors may decide to continue to pay annual and
intermediate term bonuses in accordance with its historical practices. In that
event, however, payments made to certain of the Corporation's executive officers
may not be deductible for federal income tax purposes under Section 162(m) of
the Code.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

PROPOSAL FOR APPROVAL OF A LONG-TERM INCENTIVE PLAN

On March 20, 1997, the Compensation Committee of the Board of Directors adopted
the Comerica Incorporated 1997 Long-Term Incentive Plan (the "Incentive Plan"),
subject to shareholder approval. The Incentive Plan is an omnibus long-term
incentive plan which will replace the Comerica Incorporated 1991 Long-Term
Incentive Plan. The Incentive Plan is designed to provide selected key employees
of the Corporation and its affiliates with an incentive to achieve long-term
corporate objectives, to attract and retain individuals of outstanding
competence and to provide them with an equity interest in the Corporation. The
Incentive Plan is structured so that payments under the plan will qualify as
performance-based compensation so that the tax deductibility of the payments is
not limited by Code Section 162(m).

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

All senior officers of the Corporation and its affiliates and any other
employees determined by the Compensation Committee to have made or demonstrated
the potential to make significant contributions to the successful performance of
the Corporation may be selected by the Compensation Committee to become
participants in the Incentive Plan. Presently, the Corporation estimates that
approximately 3,174 employees may receive awards each year under the plan.

Each year, 1.6% of the Corporation's shares (including treasury shares) of $5.00
par value common stock outstanding as of the preceding December 31st will be
available for issuance in connection with awards under the Incentive Plan. As of
December 31, 1996, 107,300,159 shares were outstanding. Not more than 2,000,000
shares may be issued under options which qualify as "incentive stock options" as
defined in Section 422 of the Code. Not more than 49% of the shares available
for awards each calendar year may be used for awards other than options.

Shares only may be used for awards made during the calendar year in which the
shares first became available for issuance under the Incentive Plan and may not
be used for awards made in future years. However, if any stock option granted
under the Incentive Plan expires, is not exercised or is forfeited, the shares
of common stock covered by the award will again be available for awards under
the plan. Unless the Compensation Committee specifies to the contrary, awards
under the Incentive Plan will be non-transferable except by will or pursuant to
laws of intestacy. A participant may not receive an award in any calendar year
which exceeds the lesser of (1) 10% of the total number of shares of common
stock available for awards during that calendar year or (2) 200,000 shares of
common stock. In addition, a

25
<PAGE>
participant may not receive a cash award in any calendar year which exceeds
$2,500,000. The Compensation Committee may specify performance targets in
connection with awards. Performance targets may relate to criteria such as stock
price, earnings per share or return on equity. Awards may be made under the
Incentive Plan in any of the forms described below with or without receipt by
the Corporation of monetary consideration as determined by the Compensation
Committee and subject to applicable state law.

Stock options may be granted either as non-qualified options or "incentive stock
options" (as defined at Section 422 of the Code). Incentive stock options expire
no more than 10 years after the date they are granted. The exercise price per
share of common stock covered by any stock option will be equal to 100% of the
fair market value of a share on the date of grant. The exercise price may be
paid in cash, through tender of shares already owned by the optionholder or by
pledging the proceeds from the sale of shares in connection with exercise of the
option, or by any combination of these methods.

Stock appreciation rights ("SARs") may be granted in conjunction with all or any
part of a stock option granted under the Incentive Plan, or independent of any
option. SARs will be subject to terms and conditions determined by the
Compensation Committee. Exercise of a SAR entitles a participant to receive an
amount equal to the difference between the fair market value of one share of
common stock on the date the SAR is exercised and the grant or stock option
price, as the case may be, times the number of shares with respect to which the
SAR is exercised. If any SAR has been granted in conjunction with a stock
option, upon exercise of the option, the number of shares covered by the SAR
will be reduced by the number of shares subject to the option exercise.
Alternatively, upon exercise of the SAR, the number of shares covered by any
related option will be reduced by the number of shares with respect to which the
SAR is exercised. The Compensation Committee has discretion to determine whether
any SAR will be settled in cash, shares or a combination thereof.

Shares may be awarded as restricted stock subject to forfeiture until certain
conditions have been fulfilled and/or a period of time has elapsed. Shares of
restricted stock are non-transferable until all restrictions have been
satisfied. At the discretion of the Compensation Committee, the recipient of a
restricted stock award may or may not be entitled to voting and dividend rights
during the restriction period.

Performance awards are the right to receive payment in shares of common stock
based on attainment of performance goals during a performance period as
determined by the Compensation Committee.

The Compensation Committee may make other awards that involve payments or grants
of shares of common stock or that are measured by share equivalent units,
including awards valued by using measures other than the market value of shares
of common stock.

Vesting and/or the amount of any award under the Incentive Plan may be based on
the attainment of performance goals established by the Compensation Committee.
The performance goals under the Incentive Plan may be any one or a combination
of the following: net income, cash flow, any profit-related return or any other
performance measure permitted under Section162(m) of the Code. For any
performance period, performance objectives may be measured on an absolute basis
or relative to a group of peer banks selected by the Compensation Committee, to
internal goals or to levels attained in prior performance periods. During any
performance period, the committee may adjust the performance goals as it deems
equitable in recognition of unusual or nonrecurring events affecting the
Corporation, changes in applicable tax laws or accounting principles or other
factors the committee deems relevant. However, the committee may not adjust the
performance goals for an award held by a Covered Employee with respect to the
year in which the award is settled so as to increase the amount of compensation
payable to the Covered Employee.

If there is a change in the capital structure of the Corporation as a result of
any stock dividend, stock split, recapitalization, merger, consolidation,
spin-off or other similar event, or any distribution to shareholders

26
<PAGE>
other than regular cash dividends, the Compensation Committee may make an
equitable adjustment in the number of shares of common stock reserved for
issuance under the Incentive Plan and with respect to any outstanding awards.
The Compensation Committee may amend or terminate the Incentive Plan at any
time, without shareholder approval, except as otherwise required by law. In the
discretion of the Compensation Committee, any award under the Incentive Plan may
become exercisable, vested or earned on an accelerated basis upon the occurrence
of a change in control of the Corporation.

On April 3, 1997, the latest practicable date the information was available
prior to the printing and mailing of this proxy statement, the closing price of
a share of the Corporation's common stock on the New York Stock Exchange was
$55.75.

Since awards under the Incentive Plan are entirely within the discretion of the
Compensation Committee, benefits or amounts that will be received under the plan
by eligible participants in the future are not determinable nor may it be
determined what benefits or amounts would have been received during 1996 had the
Plan been in effect during that time.

A summary of the federal income tax consequences to individuals who receive
awards under the Incentive Plan, and to the Corporation as a consequence of
granting the awards is set forth below. The discussion is based upon
interpretations of the relevant tax laws in effect as of March, 1997. The
summary is not intended to constitute tax advice to any recipient of an award
under the Incentive Plan or to any other person. Each individual should seek tax
advice with respect to the consequences of participating in the Incentive Plan
from his or her personal tax advisor.

An individual will not be in receipt of taxable income upon the grant or
exercise of an incentive stock option (an "ISO"). If the individual holds the
shares acquired on the exercise of an ISO for the requisite ISO holding period
set forth in the Code, he or she will recognize a long-term capital gain or loss
upon the subsequent sale or exchange of the shares. (The requisite holding
period requires that an individual make no disposition of the shares transferred
pursuant to the ISO within two years from the date of grant or within one year
after the transfer of the shares to the individual.) In that case, the
Corporation will not be entitled to a tax deduction. If an individual does not
hold the shares acquired on the exercise of an ISO for that holding period, he
or she may be in receipt of ordinary income based upon a formula set forth in
the Code. To the extent the amount realized on the sale or exchange exceeds the
market value of the shares on the date of the exercise of the ISO, the
individual will recognize a capital gain. The Corporation will be entitled to a
tax deduction in the amount of the ordinary income reportable by the individual.
On the date of exercise of an ISO, the excess of the fair market value of the
shares acquired over the exercise price may, in certain circumstances, be an
"adjustment" for purposes of the alternative minimum tax.

Upon the grant of a nonqualified stock option, an individual will not be in
receipt of taxable income. Upon exercise of the stock option, an individual will
be in receipt of ordinary income in an amount equal to the excess of the market
value of the acquired shares over their exercise price. The Corporation will be
entitled to a tax deduction in the year of the exercise in an amount equal to
the amount of ordinary income.

Upon the grant of SARs, an individual will not be in receipt of taxable income.
Upon the exercise of SARs, an individual will be in receipt of ordinary income
in an amount equal to any cash payment and the market value of any shares
distributed. The Corporation will be entitled to a tax deduction equal to the
income reportable by the individual.

The income tax consequences of other awards will depend upon the terms of the
awards. In general, the Corporation will be entitled to a deduction with respect
to the awards only to the extent the recipient recognizes ordinary income in
connection with his or her receipt of an award. The Corporation will be entitled
to a tax deduction with respect to awards to those individuals subject to Code
Section 162(m) limitations if the awards are subject to the achievement of
performance-based objectives specified by

27
<PAGE>
the Compensation Committee. In general, awards result in ordinary income to the
recipient in some amount.

If a quorum is present at the annual meeting, the affirmative vote of a majority
of the votes cast in person or by proxy by shareholders represented and entitled
to vote at the meeting is required for approval of the Incentive Plan. In
tabulating the vote, abstentions will have the same effect as a vote against the
plan, however, broker non-votes will be disregarded and will not affect the
outcome. The Incentive Plan will be terminated and no compensation will be paid
under the plan if it is not approved by the shareholders. However, the
Corporation's Board of Directors may decide to continue to make long-term
incentive awards in accordance with its historical practices. In that event,
however, the compensation attributable to grants and awards to certain of the
Corporation's executive officers may not be deductible for federal income tax
purposes under Section 162(m) of the Code.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

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 12/31/91 AND REINVESTMENT OF DIVIDENDS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
COMERICA KEEFE S & P 500
<S> <C> <C> <C>
1991 $100.00 $100.00 $100.00
1992 123.00 127.00 108.00
1993 106.00 134.00 118.00
1994 102.00 128.00 120.00
1995 174.00 204.00 165.00
1996 235.00 289.00 203.00
</TABLE>

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<PAGE>
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 1997. Ernst & Young also audited the Corporation's
financial statements for 1996. 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.

SHAREHOLDER PROPOSALS

Any proposal by a shareholder of the Corporation must be received by December
12, 1997 to be considered for inclusion in the Proxy Statement for the 1998
Annual Meeting of Shareholders. Proposals must comply with applicable laws and
regulations and must be mailed by certified or registered mail to the Corporate
Secretary, Comerica Incorporated, Comerica Tower at Detroit Center, 500 Woodward
Avenue, 33rd Floor, Detroit, Michigan 48226.

ANNUAL REPORT TO SHAREHOLDERS

The 1996 Annual Report to Shareholders, containing financial statements and
other information about the operations of the Corporation for the year ended
December 31, 1996, 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. Under the Corporation's bylaws, shareholders of
the Corporation are required to provide advance notice to the Corporation if
they wish to nominate persons for election as directors or propose items of
business at an annual meeting of the Corporation's shareholders. In the case of
an annual meeting of shareholders, this notice must be delivered not less than
60 days nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; however, if the annual meeting of
shareholders is called for a date that is not within 30 days before or after
this anniversary date, the notice by the shareholder must be received not later
than the close of business on the 10th day following the day on which notice of
the date of the annual meeting was mailed or public disclosure of the date of
the annual meeting was made, whichever occurs first. In the case of a special
meeting of shareholders called for the purpose of electing directors, the
written notice by the shareholder must be delivered not later than the close of
business on the 10th day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever occurs first. A copy of the Corporation's bylaws
specifying the advance notice requirements will be furnished to any shareholder
upon written request to the Secretary of the Corporation.

By Order of the Board of Directors,

[SIGNATURE]

George W. Madison
Executive Vice President, General
Counsel and
Corporate Secretary

April 11, 1997

29
<PAGE>
EXHIBIT A

COMERICA INCORPORATED
MANAGEMENT INCENTIVE PLAN

SECTION 1. PURPOSE.

The purpose of the Comerica Incorporated Management Incentive Plan is to promote
and advance the interests of Comerica Incorporated (the "Corporation") and its
shareholders by enabling the Corporation to attract, retain and reward key
employees of the Corporation and its Affiliates, and to qualify incentive
compensation paid to Participants who are Covered Employees as performance-based
compensation within the meaning of Section 162(m) of the Code.

SECTION 2. DEFINITIONS.

The terms below shall have the following meanings:

A. "AFFILIATE" means (i) any entity that is controlled by the Corporation,
whether directly or indirectly, and (ii) any entity in which the Corporation
has a significant equity interest, as determined by the Committee.

B. "ANNUAL BASE SALARY" means the participant's rate of annual salary as of the
last December 1st occurring during the Performance Period.

C. "BOARD" means the Board of Directors of the Corporation.

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

E. "COMMITTEE" means the committee appointed by the Board to administer the
Plan as provided herein. Unless otherwise determined by the Board, the
Compensation Committee of the Board shall be the Committee.

F. "CORPORATION" means Comerica Incorporated, a Delaware corporation, and its
successors and assigns.

G. "COVERED EMPLOYEE" means a "covered employee" within the meaning of Section
162(m) of the Code.

H. "INCENTIVE PAYMENT" means, with respect to each Participant, the amount he
or she may receive for the applicable Performance Period as established by
the Committee pursuant to the provisions of the Plan.

I. "PARTICIPANT" means any employee of the Corporation or an Affiliate who is
designated by the Committee as eligible to receive an Incentive Payment
under the Plan.

J. "PERFORMANCE GOALS" mean (i) earnings per share, (ii) return on average
equity, (iii) return on average assets, or (iv) any other objective
performance goals as may be established by the Committee for a Performance
Period. Performance Goals may be absolute in their terms or measured against
or in relationship to other companies comparably, similarly or otherwise
situated and may be based on or adjusted for any other objective goals,
events, or occurrences established by the Committee for a Performance
Period. Such Performance Goals may be particular to a line of business,
subsidiary or other unit or may be based on the performance of the
Corporation generally. Such Performance Goals may cover such period as may
be specified by the Committee.

K. "PERFORMANCE PERIOD" means, with respect to any Incentive Payment for a
one-year performance period, the calendar year, and, with respect to any
Incentive Payment for a three-year performance period, the three-year period
specified by the Committee.

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L. "PERFORMANCE TARGETS" mean the specific measures which must be satisfied in
connection with any Performance Goal prior to funding of any incentive pool.

M. "PLAN" means the Comerica Incorporated Management Incentive Plan.

SECTION 3. ADMINISTRATION.

The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have exclusive authority to
interpret the Plan, to promulgate, amend, and rescind rules and regulations
relating to it and to make all other determinations deemed necessary or
advisable in connection with the administration of the Plan, including, but not
limited to, determinations relating to eligibility, whether to make Incentive
Payments, the terms of any such payments, the time or times at which Performance
Goals are established, the Performance Periods to which Incentive Payments
relate, and the actual dollar amount of any Incentive Payment. The
determinations of the Committee pursuant to this authority shall be conclusive
and binding.

The Committee may, in its discretion, authorize the Chief Executive Officer of
the Corporation to act on its behalf, except with respect to matters relating to
such Chief Executive Officer or which are required to be certified by the
Committee under the Plan, or which are required to be handled exclusively by the
Committee under Code Section 162(m) or the regulations promulgated thereunder.

SECTION 4. ESTABLISHMENT OF PERFORMANCE GOALS AND INCENTIVE PAYMENTS.

A. ESTABLISHMENT OF PERFORMANCE GOALS. Prior to the completion of 25% of the
Performance Period or such earlier date as is required under Section 162(m)
of the Code, the Committee shall, in its sole discretion, for each such
Performance Period, determine and establish in writing the following:

1. The Performance Goals applicable to the Performance Period; and

2. The Performance Targets pursuant to which the total amount which may be
available for payment to all Participants as Incentive Payments based
upon the relative level of attainment of the Performance Goals may be
calculated.

B. CERTIFICATION AND PAYMENT. After the end of each Performance Period, the
Committee shall:

1. Certify in writing, prior to the unconditional payment of any Incentive
Payment, the level of attainment of the Performance Goals for the
Performance Period;

2. Determine the total amount available for Incentive Payments based on the
relative level of attainment of such Performance Goals;

3. In its sole discretion, reduce the size of, or eliminate, the total
amount available for Incentive Payments for the Performance Period; and

4. In its sole discretion, determine the share, if any, of the available
amount to be paid to each Participant as that Participant's Incentive
Payment, and authorize payment of such amount. In the case of a
Participant who is a Covered Employee, the Committee shall not be
authorized to increase the amount of the Incentive Payment for any
Performance Period determined with respect to any such individual by
reference to the applicable Performance Targets except to the extent
permitted under Section 162(m) of the Code and regulations thereunder.

C. CONDITIONAL PAYMENTS. The Committee may authorize a conditional payment of
a Participant's Incentive Payment prior to the end of a Performance Period
based upon the Committee's good faith determination of the projected size of
(i) the total amount which will become available for payment as Incentive
Payments for the Performance Period, and (ii) the amount determined with
respect to any such Participant by reference to the Performance Targets.

A-2
<PAGE>
D. OTHER APPLICABLE RULES.

1. Unless otherwise determined by the Committee with respect to any Covered
Employee or by the Corporation's Chief Executive Officer with respect to
any other Participant (unless otherwise required by applicable law), no
payment pursuant to this Plan shall be made to a Participant unless the
Participant is employed by the Corporation or an Affiliate as of the date
of payment.

2. Incentive Payments shall be subject to applicable federal, state and
local withholding taxes and other applicable withholding in accordance
with the Corporation's payroll practices as from time-to-time in effect.

3. The maximum amount which may become payable to any Covered Employee in
any calendar year as an Incentive Payment with respect to all Performance
Periods completed during such calendar year shall be the lesser of (i)
200% of such Participant's Annual Base Salary, or (ii) $2,500,000.

4. Incentive Payments calculated by reference to one-year Performance
Periods shall be payable in cash or shares of the Corporation's common
stock, $5.00 par value per share ("Shares"), and Incentive Payments
calculated by reference to three-year Performance Periods shall be
payable one-half in cash and one-half in Shares. Any such Shares shall be
awarded pursuant to the Corporation's long-term incentive plan and may be
subject to restrictions as may be determined by the Committee. In each
case, Incentive Payments shall be made as soon as practical after the
completion of the Performance Period.

5. A Participant shall have the right to defer payment of all or any
portion of any Incentive Payment as permitted under the provisions of any
deferred compensation plan maintained by the Corporation.

6. Until paid to a Participant, awards shall not be subject to the claims
of creditors and may not be assigned, alienated, transferred or
encumbered in any way other than by will or pursuant to laws of
intestacy.

SECTION 5. AMENDMENT OR TERMINATION.

The Committee may amend, modify or terminate the Plan in any respect at any time
without the consent of any Participant. Any such action may be taken without the
approval of the Corporation's shareholders unless shareholder approval is
required by applicable law. Termination of the Plan shall not affect any
Incentive Payments earned prior to, but payable on or after, the date of
termination, and any such payments shall continue to be subject to the terms of
the Plan notwithstanding its termination.

SECTION 6. CHANGE OF CONTROL.

Notwithstanding any other provision hereof, in the event of a "Change of Control
of the Company" as defined in the Comerica Incorporated Executive Officer
Continuity Agreements, the following provisions shall be applicable:

A. The Performance Periods then in effect will be deemed to have concluded on
the date of the Change of Control of the Company and the total amount deemed
to be available to fund the related incentive pools will be that proportion
of the amount (based upon the number of months in such Performance Period
elapsed through the date of Change of Control of the Company) which would be
available for funding assuming the Corporation had attained Performance
Goals at a level generating maximum funding for the Performance Periods; and

B. The Committee, in its sole discretion, will approve the share of the
available amount payable to each Participant as that Participant's Incentive
Payment (provided that in all events the entire available amount as
calculated pursuant to Section 6(A) shall be paid to Participants as
Incentive Payments),

A-3
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and payments shall be made to each Participant as soon thereafter as is
practicable. Notwithstanding the foregoing, no Incentive Payments will be
made to any Participant pursuant to a three-year Performance Period which
shall be deemed to have concluded on the date of the occurrence of a Change
of Control of the Company unless the Participant has completed more than two
years of service under that Performance Period.

SECTION 7. EFFECTIVE DATE OF THE PLAN.

Subject to shareholder approval, the Plan shall generally be effective as of
January 1, 1997 provided, however, that with respect to three year Performance
Periods which began on or after January 1, 1995, the Plan shall be effective as
of January 1, 1995. The Plan shall remain in effect until terminated by the
Committee pursuant to Section 5.

SECTION 8. GENERAL PROVISIONS.

A. The establishment of the Plan shall not confer upon any Participant any
legal or equitable right against the Corporation or any Affiliate, except as
expressly provided in the Plan.

B. The Plan does not constitute an inducement or consideration for the
employment of any Participant, nor is it a contract between the Corporation,
or any Affiliate, and any Participant. Participation in the Plan shall not
give a Participant any right to be retained in the employ of the Corporation
or any Affiliate.

C. Nothing contained in this Plan shall prevent the Board or Committee from
adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required, and such arrangements may
be either generally applicable or applicable only in specific cases.

D. The Plan shall be governed, construed and administered in accordance with
the laws of the State of Delaware except to the extent such laws may be
superseded by federal law.

E. This Plan is intended to comply in all aspects with applicable law and
regulation, including, with respect to those Participants who are Covered
Employees, Section 162(m) of the Code. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in
any respect under applicable law or regulation, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby and the invalid, illegal or unenforceable provision
shall be deemed null and void; however, to the extent permissible by law,
any provision which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit this Plan to be construed in
compliance with all applicable laws including, without limitation, Code
Section 162(m), so as to carry out the intent of this Plan.

A-4
<PAGE>
EXHIBIT B

COMERICA INCORPORATED
1997 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE.

The purpose of Comerica's Long-Term Incentive Plan is to align the interests of
employees of the Corporation selected to receive awards with those of
shareholders by rewarding long term decision-making and actions for the
betterment of the Corporation. Accordingly, eligible individuals may receive
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Awards
and Other Stock-Based Awards. Ownership of the Corporation's stock assists in
the attraction and retention of qualified employees, and provides them with
additional incentive to devote their best efforts to pursue and sustain the
Corporation's superior long-term performance. This enhances the value of the
Corporation for the benefit of its shareholders.

SECTION 2. DEFINITIONS.

A. "Affiliate" means (i) any entity that is controlled by the Corporation,
whether directly or indirectly, and (ii) any entity in which the Corporation
has a significant equity interest, as determined by the Committee.

B. "Agreement" means a written agreement, in a form approved by the Committee,
which sets forth the terms and conditions of an Award. Agreements shall be
subject to the express terms and conditions set forth herein, and to such
other terms and conditions not inconsistent with the Plan as the Committee
shall deem appropriate.

C. "Award" means an Option, a Stock Appreciation Right, a Restricted Stock
Award, a Performance Award or an Other Stock-Based Award pursuant to the
Plan. Each Award shall be evidenced by an Agreement.

D. "Award Recipient" means an Eligible Individual who has received an Award
under the Plan.

E. "Beneficiary" means any person(s) designated by an Award Recipient on a
beneficiary designation form, or any person(s) entitled to receive any
amounts owing to such Award Recipient under this Plan upon his or her death
by reason of having been named in the Award Recipient's will or trust
agreement or having qualified as a taker of the Award Recipient's property
under the laws of intestacy. If an Award Recipient authorizes any person, in
writing, to exercise such individual's Options or SARs following the Award
Recipient's death, the term "Beneficiary" shall include any person in whose
favor such Options or SARs are exercised by the person authorized to
exercise the Options or SARs.

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

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

H. "Committee" means the committee appointed by the Board to administer the
Plan as provided herein. Unless otherwise determined by the Board, the
Compensation Committee of the Board shall be the Committee.

I. "Corporation" means Comerica Incorporated, a Delaware corporation, and its
Affiliates.

J. "Disabled" or "Disability" means "Totally Disabled" within the meaning of
such term as set forth in the Long-Term Disability Plan of Comerica
Incorporated (the provisions of which are incorporated herein by reference),
or as the Committee shall determine based on information provided to it.
However, with respect to the rules relating to Incentive Stock Options, the
term "Disabled" shall

B-1
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mean disabled as that term is utilized in Sections 422 and 22(e)(3) of the
Code, or any successor Code provisions relating to ISOs.

K. "Eligible Individual" means any employee of the Corporation or any Affiliate
who the Committee determines to be an Eligible Individual. Notwithstanding
the foregoing, an Eligible Individual for purposes of receipt of the grant
of an ISO shall be limited to those individuals who are eligible to receive
ISOs under rules set forth in the Code and applicable regulations.

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

M. "Fair Market Value" means the closing price of a Share on the New York Stock
Exchange as reported on the Composite Tape; if, however, there is no trading
of Shares on the date in question, then the closing price of the Shares as
so reported, on the last preceding 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 provided above, 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.

N. "Incentive Stock Option" or "ISO" means an Option granted pursuant to the
Plan that meets the requirements of Section 422 of the Code, or any
successor provision, and that is intended by the Committee to constitute an
ISO.

O. "Nonqualified Stock Option" or "NQSO" means an Option granted pursuant to the
Plan that is not intended to be an Incentive Stock Option.

P. "Option" means a Nonqualified Stock Option or an Incentive Stock Option.

Q. "Other Stock-Based Award" means any right granted under Section 6(E) of the
Plan.

R. "Performance Award" means any Award made pursuant to Section 6(D) of the
Plan.

S. "Performance Measures" means, with respect to each Award, the criteria and
objectives, determined by the Committee, which must be met during the
applicable Performance Period or Restriction Period, as the case may be, as
a condition of the holder's receipt of payment with respect to, or retention
of, such Award. Such criteria and objectives may include, but shall not be
limited to, return on investments, cumulative earnings per share, or return
on shareholders' equity. The Performance Measures pertinent to any Award
shall be established at the time of the making of such Award and shall be
set forth in the Agreement covering such Award, but may be revised by the
Committee thereafter if and whenever its members determine that, in light of
events occurring or circumstances arising after the date such Award is made,
such revision is necessary or appropriate to afford the recipient benefits
substantially similar to those originally intended with respect to such
Award.

T. "Performance Period" means the period designated by the Committee during
which the Performance Measures applicable to an Award shall be measured. The
Performance Period shall be established on or before the time of the making
of the Award, and the length of any Performance Period shall be within the
discretion of the Committee.

U. "Plan" means the Comerica Incorporated 1997 Long-Term Incentive Plan.

V. "Restriction Period" means the period designated by the Committee during
which Shares of Restricted Stock remain forfeitable.

W. "Restricted Stock Award" means an award of Shares pursuant to Section 6(C) of
the Plan subject to such restrictions as may be imposed by the Committee.
Shares of restricted stock shall constitute issued and outstanding Shares
for all corporate purposes.

X. "Retirement" means retirement in accordance with the policies of the
Corporation or Affiliate which employs the Award Recipient.

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Y. "Shares" means shares of Common Stock, $5.00 par value, of the Corporation
or such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 8 of the Plan.

Z. "Stock Appreciation Right" or "SAR" means a right granted under Section 6(B)
of the Plan.

AA. "Tax Withholding Date" shall mean the earliest date the obligation to
withhold tax with respect to an Award arises.

SECTION 3. STOCK SUBJECT TO THE PLAN.

Shares which may be issued pursuant to Awards under the Plan may be either
authorized and unissued Shares, or authorized and issued Shares held in the
Corporation's Treasury, Shares purchased in the open market or in private
transactions or any combination of the foregoing. Subject to adjustment as
provided in Section 8, as of the first day of each calendar year during which
the Plan remains in effect, there shall be reserved for issuance for the purpose
of Awards under the Plan that number of Shares which equals 1.6 percent of the
Shares that were outstanding (including, for this purpose, any treasury shares)
as of the close of business on the preceding December 31st. Not more than 49% of
the Shares available for Awards each calendar year may be utilized for Awards
other than Options. Shares reserved for issuance in any calendar year may only
be utilized in connection with Awards made during the year in which they first
become available, and may not be carried forward and utilized for the purpose of
making Awards in future years. However, Shares covered by Awards which are
canceled or forfeited may be reutilized to make Awards. Not more than 2,000,000
Shares (subject to adjustment as provided in Section 8) shall be available for
issuance pursuant to the exercise of Incentive Stock Options. The maximum number
of Shares which may become subject to Awards to any Eligible Individual during
any calendar year shall be the lesser of (i) 10% of the Shares available for
Awards during such calendar year, or (ii) 200,000 Shares.

SECTION 4. ADMINISTRATION.

The Plan shall be administered by the Committee. In addition to any implied
powers and duties that may be needed to carry out the provisions of the Plan,
the Committee shall have all the powers vested in it by the terms of the Plan,
including exclusive authority to select Eligible Individuals, to make Awards, to
determine the type, size, terms and timing of Awards (which need not be
uniform), to accelerate the vesting of awards for any reason, including the
occurrence of a change in control of the Corporation or the termination of an
Award Recipient's employment, to permit or prohibit the transfer of Awards, and
to prescribe the form of the Agreements governing Awards. The Committee may
cancel all or any portion of any Award as a consequence of which the Award
Recipient shall forfeit the renumeration attributable to such cancelled Award or
portion thereof if, in its sole discretion, the Committee determines that the
Award Recipient has engaged in conduct detrimental to the Corporation.

The Committee may interpret the Plan and the Agreements entered into pursuant to
the Plan, establish, amend and rescind rules and regulations relating to the
Plan, make any other determinations it believes necessary or advisable in
connection with the administration of the Plan, and correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any Agreement in
the manner and to the extent the Committee deems appropriate.

Determinations of the Committee shall be made by a majority vote of its members
at a meeting at which a quorum is present or pursuant to a unanimous written
consent of its members. A majority of the members of the Committee shall
constitute a quorum. All Committee determinations shall be final, conclusive and
binding on the Corporation, any Award Recipient, Beneficiary or other interested
party.

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The Committee may authorize any one or more of its members, or any officer of
the Corporation, to execute and deliver documents on behalf of the Committee. No
member of the Committee shall be liable for any action or omission in connection
with the Plan, except for his or her own willful misconduct.

SECTION 5. ELIGIBILITY.

Awards may only be made to Eligible Individuals. No member of the Committee
shall be eligible to receive an Award under the Plan.

SECTION 6. AWARDS.

A. Options. The Committee may grant Options to Eligible Individuals in
accordance with the provisions of this subsection subject to such additional
terms and conditions, not inconsistent with the provisions of the Plan, as
the Committee shall determine to be appropriate.

1. Exercise Price. The purchase price per Share under an Option shall be
determined by the Committee; provided, however, that such purchase price
shall not be less than 100% of the Fair Market Value of a Share on the
date of grant of such Option, and such purchase price may not be
decreased during the term of the Option other than pursuant to Section 8.

2. Option Term. The term of each Option shall be fixed by the Committee.

3. Time and Manner of Exercise. The Committee shall determine the time or
times at which an Option may be exercised, and the manner in which
(including, without limitation, cash, Shares, other securities, other
Awards or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price)
payment of the exercise price with respect thereto may be made, or deemed
to have been made. Any form of "cashless" exercise of an Option which is
legally permissible may be utilized under the Plan in connection with the
exercise of an Option.

4. Employment Status.

a. In General. Except as otherwise provided herein, any Option must be
exercised during the period of the Award Recipient's employment with
the Corporation or Affiliate.

b. Retirement. Upon the Retirement of the Award Recipient, any Option
held by such individual shall continue to be exercisable, provided
the term of the Option has not otherwise expired, for a period of
three years subsequent to the date of the Award Recipient's
Retirement (or, in the case of any ISO held by an optionee who is not
Disabled, for a period of three months subsequent to such retirement
date).

c. Disability. Upon the cessation of the Award Recipient's employment
due to Disability, any Option held by such individual shall continue
to be exercisable, provided the term of the Option has not otherwise
expired, for a period of three years subsequent to the date of
cessation of the Award Recipient's employment (or, in the case of any
ISO held by an optionee who is Disabled, for a period of one year
subsequent to such cessation date).

d. Termination of Employment. Upon the cessation of the Award
Recipient's employment for any reason other than Retirement,
Disability or death, any Option held by such individual shall
continue to be exercisable, provided the term of the Option has not
otherwise expired, for a period of ninety days after the date of
termination of the Award Recipient's employment.

e. Death. Upon the Award Recipient's death (whether during his or her
employment with the Corporation or an Affiliate or during any
applicable post-termination exercise period), any Option held by such
individual shall continue to be exercisable by the Beneficiary(ies)
of the decedent, provided the term of the Option (as such term may
have been shortened due to the Award Recipient's Retirement,
Disability or termination of employment for any

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other reason) has not otherwise expired, for a period of one year
after the date of the Award Recipient's death (or, in the case of
ISOs, for a period of three months after the Award Recipient's
death).

f. Extension or Reduction of Exercise Period. In any of the foregoing
circumstances, the Committee may extend or shorten the exercise
period, but may not extend any such period beyond the term of the
Option as originally established (or, insofar as this paragraph
relates to SARs, the term of the SAR as originally established).
Further, with respect to ISOs, as a condition of any such extension,
the holder shall be required to deliver to the Corporation a release
which provides that such individual will hold the Corporation and/or
Affiliate harmless with respect to any adverse tax consequences the
individual may suffer by reason of any such extension.

5. Reload Options. With respect to Options granted pursuant to this Plan,
the Committee may grant "reload" options pursuant to which grant the
Award Recipient will receive a new Option when the payment of the
exercise price of a previously granted Option is made by the delivery of
Shares already owned by the Award Recipient pursuant to Section 6(A)(3)
hereof, and/or when Shares are tendered or forfeited as payment of the
amount required to be withheld under applicable income tax laws in
connection with the exercise of an Option. Any such new Option shall be
an Option to purchase the number of Shares not exceeding the sum of (A)
the number of Shares tendered or forfeited to satisfy the purchase price
upon the exercise of the previously-granted Option to which such "reload"
option relates, and (B) the number of Shares tendered or forfeited as
payment of the amount to be withheld under applicable income tax laws in
connection with the exercise of the Option to which such "reload" option
relates. Such "reload" Options shall have a per share exercise price
equal to the Fair Market Value as of the date of grant of the Shares
covered by such Option.

B. Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights to Eligible Individuals in accordance with the provisions of this
subsection subject to such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine to be
appropriate. A Stock Appreciation Right granted under the Plan shall confer
on the Award Recipient a right to receive upon exercise thereof the excess
of (i) the Fair Market Value of one Share on the date of exercise (or, if
the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, which price shall not be
less than 100% of the Fair Market Value of one Share on the date of grant of
the Stock Appreciation Right. Subject to the terms of the Plan and any
applicable Agreement, the grant price, term, manner of exercise, dates of
exercise, methods of settlement and any other terms and conditions of any
Stock Appreciation Right shall be those determined by the Committee. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate. Except as otherwise
provided herein, any SAR must be exercised during the period of the Award
Recipient's employment with the Corporation or Affiliate. The provisions of
Section 6(A)(4)(b)-(f) hereof shall apply for purposes of determining the
exercise period in the event of the Award Recipient's Retirement,
Disability, death or other termination of employment.

C. Restricted Stock. The Committee may make Restricted Stock Awards to
Eligible Individuals in accordance with the provisions of this subsection
subject to such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine to be appropriate.

1. Nature of Restrictions. Restricted Stock Awards shall be subject to
such restrictions, including Performance Measures, as the Committee may
impose (including, without limitation, any limitation on the right to
vote a Share of restricted stock or the right to receive any dividend or
other right or property with respect thereto), which restrictions may
lapse separately or in combination at such time or times, in such
installments or otherwise as the Committee may

B-5
<PAGE>
deem appropriate. In the event a Restricted Stock Award is made subject
to restrictions which are not performance-related, the minimum
Restriction Period shall be three years.

2. Stock Certificates. Shares of restricted stock under the Plan shall be
evidenced by issuance of a stock certificate(s), which shall be held by
the Corporation. Such certificate(s) shall be registered in the name of
the Award Recipient and shall bear an appropriate legend which refers to
the restrictions applicable to such Restricted Stock Award.
Alternatively, shares of restricted stock under the Plan may be recorded
in book entry form.

3. Forfeiture; Delivery of Shares. Except as otherwise determined by the
Committee, upon termination of an Award Recipient's employment (as
determined under criteria established by the Committee) during the
applicable Restriction Period, all Shares of restricted stock shall be
forfeited and reacquired by the Corporation. However, in such
circumstances, the Committee may waive, in whole or in part, any or all
remaining restrictions applicable to the Restricted Stock Award. Shares
comprising any Restricted Stock Award held by the Corporation that are no
longer subject to restrictions shall be delivered to the Award Recipient
(or his or her Beneficiary) promptly after the applicable restrictions
lapse or are waived.

D. Performance Awards. The Committee may grant Performance Awards to Eligible
Individuals in accordance with the provisions of this subsection subject to
such additional terms and conditions, not inconsistent with the provisions
of the Plan, as the Committee shall determine to be appropriate. A
Performance Award granted under the Plan (i) may be denominated or payable
in cash, Shares (including, without limitation, restricted Shares), other
securities, other Awards, or other property, and (ii) shall confer on the
Award Recipient the right to receive a payment upon the attainment of
Performance Measures during any Performance Period the Committee may
establish. Subject to the terms of the Plan and any applicable Award
Agreement, the Performance Measures to be achieved during any Performance
Period, the length of any Performance Period and the amount of any payment
or transfer to be made pursuant to any Performance Award shall be determined
by the Committee.

E. Other Stock-Based Awards. The Committee may grant Other Stock-Based Awards
to Eligible Individuals in accordance with the provisions of this subsection
and subject to such additional terms and conditions, including Performance
Measures, not inconsistent with the provisions of the Plan, as the Committee
shall determine. Other Stock-Based Awards may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related
to, Shares (including, without limitation, securities convertible into
Shares), as are deemed by the Committee to be consistent with the purpose of
the Plan; provided, however, that such grants must comply with applicable
law.

F. General. Except as otherwise specified herein, the following provisions
shall relate to Awards under the Plan:

1. Consideration for Awards. Awards shall be made without monetary
consideration or for such minimal monetary consideration as may be
required by applicable law.

2. Separate or Tandem Awards. Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with, in
fulfillment of, or in substitution for, any other Award or any award made
under any plan of the Company or any Affiliate other than this Plan.
Awards granted in addition to, or in tandem with, other Awards, or in
addition to, or in tandem with, awards made under any such other plan of
the Corporation or any Affiliate may be made either at the same time as,
or at a different time from, the making of such other Awards or awards.

3. Forms of Payment under Awards. Subject to the terms of the Plan and of
any applicable Agreement, payments or transfers to be made by the
Corporation or an Affiliate upon the grant, exercise or payment of an
Award may be made in such form or forms as the Committee shall

B-6
<PAGE>
determine (including, without limitation, cash, Shares, other securities,
other Awards or other property or any combination thereof), and may be
made in a single payment or transfer, in installments or on a deferred
basis, in each case in accordance with rules and procedures established
by the Committee. Such rules and procedures may include, without
limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments.

4. Limits on Transfer of Awards. No Award and no right under any such
Award shall be transferable by an Award Recipient otherwise than by will
or by the laws of intestacy; provided, however, that, an Award Recipient
may, in the manner established by the Committee, designate a Beneficiary
to exercise the rights of the Award Recipient and to receive any property
distributable with respect to any Award upon the death of the Award
Recipient. Each Award or right under any Award shall be exercisable
during the Award Recipient's lifetime only by the Award Recipient or, if
permissible under applicable law, by the Award Recipient's guardian or
legal representative. No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance thereof shall be void and
unenforceable against the Corporation or any Affiliate.

5. Term of Awards. Subject to any specific provisions of the Plan, the
term of each Award shall be for such period as may be determined by the
Committee.

6. Securities Law Restrictions. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Committee may deem
advisable under the Plan, or the rules, regulations and other
requirements of the Securities and Exchange Commission, the New York
Stock Exchange, any other exchange on which Shares may be eligible to be
traded or any applicable federal or state securities laws, and the
Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.

7. Limitation on Awards. The maximum amount of compensation payable with
respect to any Award to any Eligible Officer under the Plan which is
settled in cash will not exceed $2,500,000 for any calendar year.

SECTION 7. WITHHOLDING OF TAXES.

The Corporation will, if required by applicable law, withhold Federal, state
and/or local taxes in connection with the exercise or vesting of an Award.
Unless otherwise provided in the applicable Agreement, each Award Recipient may
satisfy any such tax withholding obligation by any of the following means, or by
a combination of such means: (i) a cash payment; (ii) by delivery to the
Corporation of already-owned Shares which have been held by the individual for
at least six months having a Fair Market Value, as of the Tax Withholding Date,
sufficient to satisfy the amount of the withholding tax obligation arising from
an exercise or vesting of an Award; (iii) by authorizing the Corporation to
withhold from the Shares otherwise issuable to the individual pursuant to the
exercise or vesting of an Award, a number of shares having a Fair Market Value,
as of the Tax Withholding Date, which will satisfy the amount of the withholding
tax obligation; or (iv) by a combination of such methods of payment. If the
amount requested is not paid, the Corporation may refuse to satisfy the Award.

SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

In the event the number of outstanding Shares changes as a result of any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off, spin-off, liquidation
or other similar change in capitalization, or any distribution made to common
stockholders other than cash dividends, the number or kind of shares that may be
issued under the Plan pursuant to Section 3, and the number or kind of shares
subject to, or the exercise price per share under, any outstanding Award, shall
be automatically adjusted, and the Committee shall be authorized

B-7
<PAGE>
to make such other equitable adjustment of any Award or Shares issuable pursuant
thereto, or in any Performance Measures relating to any Award, so that the value
of the interest of the individual shall not be decreased by reason of the
occurrence of such event. Any such adjustment shall be conclusive and binding.

SECTION 9. AMENDMENT AND TERMINATION.

The Committee may amend, modify or terminate the Plan, at any time, in such
respects as it shall deem advisable. Any such amendment, modification or
termination of the Plan shall not, without the consent of any Award Recipient,
adversely affect his or her rights under an Award previously made.

SECTION 10. MISCELLANEOUS PROVISIONS.

A. No employee or other person shall have any claim or right to receive an
Award under the Plan.

B. Receipt of an Award shall not confer upon the Award Recipient any rights of
a shareholder with respect to any Shares subject to such Award except as
specifically provided in the Agreement relating to the Award.

C. The Plan, the making and exercise of Awards thereunder, and the obligations
of the Corporation to satisfy Awards shall be subject to all applicable
Federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required, and the Committee may
impose any additional restrictions with respect to Awards in order to comply
with any legal requirements applicable to Awards or to qualify for any
exemption it may deem appropriate.

D. The expenses of the Plan shall be borne by the Corporation.

E. By accepting an Award under the Plan or payment pursuant to any Award, each
Award Recipient, legal representative and Beneficiary shall be conclusively
deemed to have indicated his or her acceptance and ratification of, and
consent to, any action taken under the Plan by the Committee or the
Corporation.

F. Awards under the Plan shall be binding upon the Corporation, its successors,
and assigns.

G. Nothing in the Plan, or in any Agreement entered into pursuant to the Plan,
shall confer on an Award Recipient any right to continue in the employ of
the Corporation or any Affiliate, or in any way affect the Corporation's (or
such Affiliate's) right to terminate the individual's employment without
prior notice, at any time, for any reason or for no reason.

H. Participation in the Plan shall not affect an individual's eligibility to
participate in any other benefit or incentive plan of the Corporation.

I. A breach by any Award Recipient, his or her Beneficiary(ies), or legal
representative, of any restrictions, terms or conditions contained in the
Plan, any Agreement, or otherwise established by the Committee with respect
to any Award will, unless waived in whole or in part by the Committee, cause
a forfeiture of such Award.

J. The Plan shall be submitted to the shareholders of the Corporation for their
approval on May 16, 1997, or on such other date as may be fixed for the next
meeting of shareholders, and shall become effective upon such approval and
thereafter continue until terminated by the Committee.

K. Except to the extent superseded by Federal law, the provisions of this Plan
shall be interpreted and construed in accordance with the laws of the State
of Delaware.

B-8
<PAGE>

[LOGO]

April 11, 1997

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 16, 1997, 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. If you wish to vote by
telephone, please follow the instructions for using the automated telephone
system provided on the proxy card.

The enclosed proxy card lists the number of shares of Manufacturers
Stock that you held of record as of March 24 ,1997. 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 Comerica 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
will 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.

<PAGE>
Admission Ticket

[LOGO]
COMERICA INCORPORATED
1997 ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 1997

- -----------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Richard D. Rohr and Thomas W. Linn as Proxies, each
with the power to appoint his substitute, and 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 24, 1997, at the annual
meeting of shareholders to be held on May 16, 1997 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>
<C> <C> <S> <C> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary) all nominees listed below

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

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

2. APPROVE ADOPTION OF THE COMERICA INCORPORATED MANAGEMENT INCENTIVE PLAN.

/ / FOR / / AGAINST / / ABSTAIN

3. APPROVE ADOPTION OF THE COMERICA INCORPORATED 1997 LONG-TERM INCENTIVE PLAN.

/ / FOR / / AGAINST / / ABSTAIN

PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING
OR
SEE THE INSTRUCTIONS ON THE REVERSE SIDE TO VOTE BY TELEPHONE
</TABLE>
<PAGE>

COMERICA INCORPORATED
ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 1997
9:30 A.M.
------------------------------------------
Renaissance Conference Center
Level 2, Tower 300 of Renaissance Center
Detroit, Michigan
------------------------------------------

------------------------------------------------
You can vote ALL proposals FOR or AGAINST the Board of Directors'
recommendation, by using the automated telephone voting system. This system is
available 24 hours a day. If you wish to abstain from voting, or choose not to
vote all proposals for or against the Board of Directors' recommendation, you
must complete and sign the proxy voting form and return it in the postage-paid
envelope provided.

TELEPHONE VOTING INSTRUCTIONS:

- - Using a TOUCH-TONE telephone, dial 1-800-240-6326.
- - When prompted, enter the three digit company number (114) located on the
proxy voting form above your name and address.
- - When prompted, enter your seven digit NUMERICAL Personal Identification
Number (PIN) that follows the company number. DO NOT ENTER the alpha
character.
- - If you enter an invalid PIN, you will be prompted to re-enter your PIN. You
will have three opportunities to enter the correct PIN before the telephone
system will end the call.
- - When prompted, press "1" to vote all proposals FOR the Board of Directors'
recommendation. Pressing "1" will result in a "YES" vote on all proposals.

- - Press "9" to vote all proposals AGAINST the Board of Directors'
recommendation. Pressing "9" will result in a "NO" vote on all proposals.
- - A recorded voice will confirm your vote has been cast as you directed and end
the phone call. YOU DO NOT HAVE TO MAIL BACK YOUR PROXY VOTING FORM, YOUR
VOTE HAS BEEN RECORDED ELECTRONICALLY. The deadline for electronic voting by
telephone is 12:00 p.m. (EST) on May 15, 1997, one business day prior to the
Annual Meeting date.

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

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

Please sign exactly as the name appears below. 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: ______________________________, 1997

___________________________________________
Signature

___________________________________________
Signature (if held jointly)

PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE

SEE THE INSTRUCTIONS ABOVE TO VOTE BY
TELEPHONE
<PAGE>
[LOGO]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME.
E. Paul Casey Max M. Fisher John D. Lewis Howard F.
Sims
2. APPROVE ADOPTION OF THE COMERICA INCORPORATED MANAGEMENT INCENTIVE PLAN.
/ / FOR / / AGAINST / / ABSTAIN
3. APPROVE ADOPTION OF THE COMERICA INCORPORATED 1997 LONG-TERM INCENTIVE PLAN.
/ / FOR / / AGAINST / / ABSTAIN

PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING

<CAPTION>
1. WITHHOLD AUTHORITY to vote for
<C> <C> <C>
all nominees listed below
INSTRUCTI

</TABLE>

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

Dated: _________________________, 1997

______________________________________
Signature

______________________________________
Signature (if held jointly)

PLEASE SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE