COMERICA INC /NEW/, DEF 14A, 2000-04-07

COMERICA INC /NEW/
DEF 14A, 2000-04-07
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<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)

Filed by the registrant [X]

Filed by a Party other than the registrant [ ]

Check the appropriate box:

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

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

COMERICA INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

(Name of Person(s) Filing Proxy Statement, is other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

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

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

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

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

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

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ]Fee paid previously with preliminary materials.

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

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

(1) Amount previously paid:

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

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

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

(3) Filing party:

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

(4) Date filed:

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

Notes:

<PAGE> 2

[COMERICA LOGO]

COMERICA INCORPORATED

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

AND

PROXY STATEMENT

2000
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
2000 Proxy Statement........................................ 1
Questions and Answers....................................... 1
The Proposal Submitted For Your Vote........................ 4
Information About Nominees And Incumbent Directors.......... 4
Nominees For Class I Directors -- Terms Expiring In 2003.... 4
Incumbent Class III Directors -- Terms Expiring In 2002..... 5
Incumbent Class II Directors -- Terms Expiring In 2001...... 5
Committees And Meetings Of Directors........................ 6
Compensation Committee Interlocks And Insider
Participation............................................. 7
Compensation Of Directors................................... 7
Retirement Plan For Directors............................... 7
Security Ownership Of Certain Beneficial Owners............. 8
Amount And Nature Of Beneficial Ownership As Of December 31,
1999...................................................... 8
Security Ownership Of Management............................ 9
Section 16(a) Beneficial Ownership Reporting Compliance..... 10
Transactions Of Directors And Executive Officers With
Comerica.................................................. 10
Executive Officers.......................................... 11
Compensation Of Executive Officers.......................... 13
Summary Compensation Table.................................. 13
Option Grants In Last Fiscal Year........................... 14
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values......................... 14
Long Term Incentive Plan Awards-In Last Fiscal Year......... 15
Defined Benefit Pension Plan Benefits....................... 15
Employment Contracts and Severance Agreements............... 18
Change Of Control Agreements................................ 19
Compensation Committee Report............................... 22
Stock Ownership Targets..................................... 24
Performance Graph........................................... 25
Independent Accountant...................................... 26
Shareholder Proposals....................................... 26
Annual Report To Shareholders............................... 26
Other Matters............................................... 26
</TABLE>

i
<PAGE> 4

[COMERICA LOGO]

COMERICA INCORPORATED
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE, MC 3391
DETROIT, MICHIGAN 48226

April 7, 2000

Dear Shareholder,

We invite you to attend our 2000 Annual Meeting of Shareholders at 9:30 a.m.,
Eastern Daylight Savings Time, on Friday, May 19, 2000 at The Detroit Institute
of Arts, 5200 Woodward Avenue, Detroit, Michigan. Registration will begin at
8:30 a.m. A map showing the location of the meeting is on the back cover of the
accompanying Proxy Statement.

The annual report, which we mailed to you, summarizes Comerica's major
developments during 1999 and includes the 1999 financial statements.

Whether or not you plan to attend the meeting, please complete and mail the
enclosed proxy card promptly so that your shares will be voted as you desire. IF
YOU WISH TO VOTE IN THE MANNER THE BOARD OF DIRECTORS RECOMMENDS, IT IS NOT
NECESSARY TO SPECIFY YOUR CHOICES ON THE PROXY CARD. SIMPLY SIGN, DATE AND
RETURN THE PROXY CARD. YOU MAY ALSO VOTE BY TELEPHONE OR BY THE INTERNET BY
FOLLOWING THE INSTRUCTIONS FOR USING THE AUTOMATED TELEPHONE AND INTERNET VOTING
SYSTEMS PROVIDED ON THE PROXY CARD.

Sincerely,

/s/ EUGENE A. MILLER

Eugene A. Miller
Chairman, President and
Chief Executive Officer
<PAGE> 5

[COMERICA LOGO]

COMERICA INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 2000

Date: May 19, 2000
Time: 9:30 a.m., Detroit, Eastern Daylight
Savings Time
Place: The Detroit Institute of Arts
5200 Woodward Avenue
Detroit, Michigan 48226

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

1. Elect three Class l Directors for three-year terms expiring in 2003 or
upon the election and qualification of their successors; and

2. Transact any other business that is properly submitted before the annual
meeting or any adjournments of the meeting.

The record date for the meeting is March 22, 2000 (the "Record Date"). Only
shareholders of record at the close of business on that date can vote at the
annual meeting. Comerica mailed this Notice of Annual Meeting to those
shareholders.

A list of shareholders who can 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,
Comerica Tower at Detroit Center, 500 Woodward Avenue, MC 3391, Detroit,
Michigan 48226.

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 vote promptly. You may vote
by signing, dating and returning the enclosed proxy card, by using the automated
telephone voting system (for shares held in your own name), or by using the
internet voting system (for shares held in your own name). You will find
instructions for voting by telephone and by the internet on the enclosed proxy
card.

By Order of the Board of Directors,

/s/ GEORGE W. MADISON

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

April 7, 2000
<PAGE> 6

[COMERICA LOGO]

Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226

2000 PROXY STATEMENT

QUESTIONS AND ANSWERS

1. Q: WHAT IS A PROXY?

A: A proxy is a document, also referred to as a proxy card (which is
enclosed), by which you authorize someone else to vote for you in the
way that you want to vote. Comerica's Board of Directors is soliciting
this proxy. You may also abstain from voting.

2. Q: WHAT IS A PROXY STATEMENT?

A: A proxy statement is the document the United States Securities and
Exchange Commission (the "SEC") requires to explain the matters on which
you are asked to vote on the proxy card.

3. Q: WHO CAN VOTE?

A: Only holders of Comerica's common stock at the close of business on
March 22, 2000, the Record Date, can vote at the annual meeting. Each
shareholder of record has one vote for each share of common stock on
each matter presented for a vote at the meeting.

4. Q: WHAT WILL I VOTE ON AT THE MEETING?

A: At the annual meeting, shareholders will vote to:

(1) elect three Class I Directors for three-year terms expiring in 2003
or upon the election and qualification of their successors; and

(2) transact any other business that is properly submitted before the
annual meeting or any adjournments of the meeting.

5. Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSAL?

A: The Board recommends a vote FOR each of the nominees.

6. Q: HOW CAN I VOTE?

A: You can vote in person, by telephone, by the internet, or by proxy. To
vote by proxy, sign, date and return the enclosed proxy card. To vote by
using the automated telephone voting system or the internet voting
system, you must hold your shares in your name, and not in the name of a
broker, dealer, bank or other third party, and you must follow the
instructions on the enclosed proxy card. If you return your signed proxy
card to Comerica before the annual meeting, the persons named as proxies
on the card will vote your shares as you directed. You may revoke a
proxy at any time before the proxy is exercised by:

(1) giving written notice of revocation to the Corporate Secretary of
Comerica at the address listed in the third paragraph of the Notice
of Annual Meeting of Shareholders;

(2) submitting another proxy that is properly signed and later dated;
<PAGE> 7

(3) voting in person at the meeting (but only if the shares are
registered in Comerica's records in the name of the shareholder and
not in the name of a broker, dealer, bank or other third party);

(4) if you previously voted by telephone, by voting by telephone at a
subsequent time; or

(5) if you previously voted by the internet, by voting by the internet
at a subsequent time.

7. Q: IS MY VOTE CONFIDENTIAL?

A: Yes, your vote is confidential. Only the inspectors of election and
certain employees associated with processing proxy cards and counting
the vote have access to your vote. All comments you direct to management
(whether written on the proxy card or elsewhere) will remain
confidential unless you ask that your name be disclosed.

8. Q: WHAT IS A QUORUM?

A: There were 157,233,088 shares of Comerica's common stock outstanding on
the Record Date. A majority of the outstanding shares, or 78,616,545
shares, present or represented by proxy, constitutes a quorum. A quorum
must exist to conduct business at the annual meeting.

9. Q: HOW DOES VOTING WORK?

A: If a quorum exists, each director must receive the favorable vote of a
majority of the shares voted, excluding abstentions and broker
non-votes.

A broker non-vote is a proxy a broker submits that does not indicate a
vote for some or all the proposals because the broker does not have
discretionary voting authority and the broker did not receive
instructions as to how to vote on those proposals.

Comerica will vote properly executed proxies it receives prior to the
meeting in the way you direct. If you do not specify instructions, the
shares represented by proxies will be voted to elect the nominees for
Class I Directors. No other matters are currently scheduled to be
presented at the meeting.

An independent third party acts as the inspector of the meeting and the
tabulator of votes.

10. Q: WHO PAYS FOR THE COSTS OF THE MEETING?

A: Comerica pays the cost of preparing and printing the Proxy Statement and
soliciting proxies. Comerica will solicit proxies primarily by mail, but
may also solicit proxies personally and by telephone, the internet,
facsimile or other means. Comerica will use the services of Georgeson &
Company, Inc., a proxy solicitation firm, at a cost of $9,000 plus
out-of-pocket expenses and fees for any special services. Officers and
regular employees of Comerica and its subsidiaries may also solicit
proxies, but they will not receive additional compensation for
soliciting proxies, nor will their efforts result in more than a minimal
cost to Comerica. Comerica also will reimburse banks, brokerage houses
and other custodians, nominees and fiduciaries for their out-of-pocket
expenses for forwarding solicitation materials to beneficial owners of
Comerica's common stock.

11. Q: WHAT PERCENTAGE OF STOCK DO OFFICERS AND DIRECTORS OWN?

A: Together, executive officers, directors and director nominees owned
approximately 3.6% of Comerica's common stock as of the Record Date.

12. Q: WHEN ARE THE SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING DUE?

A: All shareholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing to the Corporate Secretary,
Comerica Incorporated,

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<PAGE> 8

Comerica Tower at Detroit Center, 500 Woodward Avenue, MC 3391, Detroit,
Michigan 48226, by December 8, 2000.

Additionally, under Comerica's bylaws, shareholders of Comerica must
provide advance notice to Comerica if they wish to nominate persons for
election as directors or propose items of business at an annual meeting
of Comerica's shareholders. For the 2001 Annual Meeting of Shareholders,
you must deliver this notice not later than the close of business on
February 19, 2001 nor earlier than the close of business on January 19,
2001. If, however, Comerica calls the annual meeting of shareholders for
a date that is more than 30 days before or more than 60 days after such
anniversary date, Comerica must receive your notice not earlier than the
close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to
such annual meeting or the 10th day following the day on which Comerica
first made a public announcement of the date of such meeting of
shareholders. If the number of directors to be elected to the Board at
the annual meeting is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the
increased Board at least 100 days prior to the first anniversary of the
immediately preceding year's annual meeting, then Comerica will consider
your notice timely (but only with respect to nominees for any new
positions created by such increase), if Comerica receives your notice
not later than the close of business on the 10th day following the day
on which Comerica first makes such public announcement.

3
<PAGE> 9

THE PROPOSAL SUBMITTED FOR YOUR VOTE

ELECTION OF DIRECTORS. Comerica's 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, you elect one class of directors for a
three-year term to succeed the class of directors whose term of office expires
at that meeting. This year you are voting on three candidates for the Class I
Directors. Based on the recommendation of the Directors Committee, the Board has
nominated for re-election the following individuals, each of whom is a current
Class I Director: Max M. Fisher, John D. Lewis and Howard F. Sims. There are
currently four Class I Directors. After the election there will be one vacancy
in Class I, which the Board will fill in accordance with Comerica's bylaws. Each
of the nominees has consented to his or her nomination and has agreed to serve
as a director of Comerica if elected.

If any director is unable to stand for re-election, Comerica may vote the shares
to elect any substitute nominees recommended by the Directors Committee. If the
Directors Committee does not recommend any substitute nominees, the number of
directors to be elected at the annual meeting may be reduced by the number of
nominees who are unable to serve.

Further information regarding the Board and these nominees begins directly
below.

Comerica's Board of Directors recommends a vote FOR these directors.

INFORMATION ABOUT NOMINEES AND INCUMBENT DIRECTORS

The following tables provide information about each nominee for re-election as a
Class I Director and for each of the Class II and Class III Directors whose term
of office will continue after the meeting.

NOMINEES FOR CLASS I DIRECTORS -- TERMS EXPIRING IN 2003

4
<PAGE> 10

INCUMBENT CLASS III DIRECTORS -- TERMS EXPIRING IN 2002

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE DURING PAST 5 YEARS DIRECTOR
NAME AGE AND OTHER DIRECTORSHIPS(1) SINCE(2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
J. Philip DiNapoli............. 60 President, JP DiNapoli Companies Inc.; Managing Partner, 1991
Real Estate Division of DiNapoli family holdings;
Director, SJW Corp.
Wayne B. Lyon.................. 67 Chairman, President and Chief Executive Officer, 1986
LifeStyle Furnishings International Ltd. (manufacturer
of residential furniture, decorative home furnishings
and fabrics) (since August 1996); President and Chief
Operating Officer, Masco Corporation (manufacturer of
diversified household and consumer products) (until
August 1996); Director, Masco Corporation and Emco
Limited.
Alfred A. Piergallini.......... 53 President and Chief Executive Officer, Novartis Consumer 1991
Health Worldwide (since December 1999); President and
Chief Executive Officer, Novartis Consumer Health North
America (since February 1999); Vice Chairman, President
and Chief Executive Officer, Gerber Products Company
(producer and marketer of baby food, baby care and
infant apparel) (until February 1999); Director, Gerber
Products Company.
Patricia M. Wallington......... 61 President, CIO Associates (since December 1999); Retired 1998
(December 1998-December 1999); Vice President and Chief
Information Officer, Xerox Corporation (manufacturer of
digital document technology) (until December 1998);
Member, Compaq Board of Advisors.
</TABLE>

INCUMBENT CLASS II DIRECTORS -- TERMS EXPIRING IN 2001

<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................ 59 Retired; Executive Vice President, The Coastal 1984
Corporation (diversified energy company) (until March
1997); President, American Natural Resources Company
(diversified energy company) (until March 1997);
Director, The Coastal Corporation.
Eugene A. Miller............... 62 Chairman, President and Chief Executive Officer (June 1979
1999), Chairman and Chief Executive Officer (June
1993-June 1999), Comerica Incorporated and Comerica
Bank; Director, DTE Energy Company and The Detroit
Edison Company.
Martin D. Walker............... 67 Principal, MORWAL Investments (a private investment 1996 and
group); Chairman and Chief Executive Officer (October 1979-1992
1998-June 1999 and September 1986-December 1996),
Chairman (December 1996-June 1997), M.A. Hanna Company
(international specialty chemicals company); Director,
Lexmark International, Inc., Textron, Inc., The
Goodyear Tire & Rubber Company and The Timken Company.
Kenneth L. Way................. 60 Chairman and Chief Executive Officer, Lear Corporation 1998
(manufacturer of automotive components); Director, CMS
Energy Corporation, and WESCO International Inc. and
Cardinal Health, Inc.
</TABLE>

- ------------------------------
(1) This column includes principal occupations and employment with Comerica
Bank, a wholly-owned subsidiary of Comerica.

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<PAGE> 11

(2) This column represents the year each nominee or incumbent director became a
director of Comerica or of Manufacturers National Corporation, which merged
with Comerica on June 18, 1992.

COMMITTEES AND MEETINGS OF DIRECTORS

The Board has several committees, as set forth in the following chart and
described below.

<TABLE>
<CAPTION>
CURRENT MEMBERSHIP ROSTER
AUDIT AND RISK ASSET
EXECUTIVE* LEGAL COMPENSATION DIRECTORS QUALITY REVIEW
NAME COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
E. Paul Casey*** X X
James F. Cordes X X**
J. Philip DiNapoli X X
Max M. Fisher X X
John D. Lewis X
Wayne B. Lyon X** X
Eugene A. Miller X** X X
Alfred A. Piergallini X X
Howard F. Sims X** X
Martin D. Walker X** X
Patricia M. Wallington X
Kenneth L. Way X X
</TABLE>

* The Executive Committee is comprised of these two executive officers and a
minimum of any four non-employee directors who are available at the time it
is necessary for the Executive Committee to act.

** Chairperson

*** Mr. Casey is an incumbent Class I director whose term expires at the annual
meeting. He is not standing for reelection.

EXECUTIVE COMMITTEE. This committee can exercise the authority, powers and
duties of the Board in managing the business and affairs of Comerica between
meetings of the Board, if necessary. In the event that the committee convenes,
the committee's members are the two executive officers identified in the chart
and a minimum of any four non-employee directors who are available at the time.
The Executive Committee did not meet during 1999 because it was not necessary.
The Board or other appropriate committees managed Comerica's business and
affairs during 1999.

AUDIT AND LEGAL COMMITTEE. As provided in its charter, this committee includes
members, all of whom are outside directors, with banking or management
expertise, and does not include directors who are considered large customers of
Comerica or any affiliate. The committee is responsible for review and
recommendation of Comerica's Audit Policy and Code of Ethics, Comerica's
significant litigation, the scope and procedures of Comerica's internal and
external audit process, the selection and performance review of Comerica's
independent auditors, the review of programs and procedures designed to avoid
conflicts of interest and to promote compliance with laws, regulations and
corporate policy and the investigations of any suspected improprieties. The
Audit and Legal Committee met four times during 1999.

COMPENSATION COMMITTEE. This committee establishes Comerica's executive
compensation policies and programs, administers Comerica's 401k, stock,
incentive and deferral plans and monitors compliance with laws and regulations
applicable to the documentation and administration of Comerica's employee
benefit plans. The Compensation Committee met three times during 1999.

DIRECTORS COMMITTEE. This committee monitors the effectiveness of the Board.
Among its various duties, the committee reviews and recommends Board members,
develops and administers performance criteria for members of the Board, and
establishes the size of the

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<PAGE> 12

Board, its committee structure and assignments, and the conduct and frequency of
Board meetings. The committee also administers Comerica's Stock Option Plan for
Non-Employee Directors (excluding the provisions for discretionary grants under
the plan) and Comerica's Stock Option Plan for Non-Employee Directors of
Comerica Bank and affiliated banks. The Directors Committee met once during
1999.

RISK ASSET QUALITY REVIEW COMMITTEE. This committee reviews Comerica's credit
policies and promotes the use of sound operating procedures for credit
administration throughout the various affiliates of Comerica. Among its various
duties, the committee reviews Comerica's credit quality statistics and reserve
levels, and annually approves financial policies. The Risk Asset Quality Review
Committee met four times during 1999.

BOARD AND COMMITTEE MEETINGS. There were six regular meetings of the Board and
twelve meetings of the various committees of the Board during 1999. All director
nominees and incumbent directors who are standing for re-election attended at
least seventy-five percent of the aggregate number of meetings held by the Board
and by all the committees of the Board on which the respective directors served.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

No member of the Compensation Committee was a former officer or is a current
officer or employee of Comerica or any of its subsidiaries. There were no
compensation committee interlocks between Comerica and any other entity during
the fiscal year.

COMPENSATION OF DIRECTORS

FEES. Directors who are employees of Comerica do not receive additional
compensation for their service on the Board and its committees. During 1999,
non-employee directors received an annual retainer of $50,000. Comerica requires
non-employee directors to defer at least fifty percent of their annual retainer
under a deferred compensation plan. The compensation deferred earns a return
based on the return of Comerica common stock. At the end of the deferral period
Comerica pays the deferred compensation to the directors in Comerica common
stock. The chairman of each committee received an additional annual retainer of
$5,000. Comerica also reimburses directors for all expenses incurred for the
purpose of attending Board and committee meetings.

STOCK OPTION PLAN. Comerica has a stock option plan for non-employee directors.
On the date of each annual meeting of shareholders, Comerica grants each
non-employee director an option to purchase 1,500 shares of common stock of
Comerica. 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.

INSURANCE. Comerica provides a $150,000 business travel, accidental death and
dismemberment insurance benefit for each non-employee director and maintains
directors' and officers' liability insurance policies with a total limit of $60
million. The following companies participate: Lloyds of London, Financial
Institution Risk Retention Group, Federal Insurance Company (a member of the
Chubb Group), and Executive Risk.

RETIREMENT PLAN FOR DIRECTORS

Until May 15, 1998, Comerica had a retirement plan for non-employee directors
who served at least five years on the Board. The plan terminated on May 15,
1998, and benefit accrual under the plan froze on the same date. Any
non-employee director who had, on May 15, 1998, completed at least five years of
service as a director has vested benefits under the plan. Any
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<PAGE> 13

director who was a non-employee director on May 15, 1998, but had not completed
five years of service as of that date, will earn credit for years of service on
the Board after May 15, 1998, but only for vesting purposes. Any director who
becomes a non-employee director on or after May 15, 1998 is not eligible to
participate in the plan.

Benefits under the plan 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.

Under the plan, Comerica accrued one month of retirement income credit for each
month of service as of May 15, 1998, up to a maximum of one hundred twenty
months, on behalf of each eligible director. Upon retirement, an eligible
director receives a monthly retirement benefit equal to one-twelfth of the
annual retainer fee in effect for directors as of May 15, 1998 or on the date of
the director's retirement, whichever occurs earlier. The eligible director
receives retirement benefits for the total number of months, as of May 15, 1998,
the director has accrued retirement income credit, but payments terminate upon
the director's death.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The SEC requires that Comerica provide information about any shareholder who
beneficially owns more than 5% of Comerica's common stock. The following table
provides the required information about the only shareholder known to Comerica
to be the beneficial owner of more than 5% of Comerica's common stock. Comerica
relied solely on information FMR Corp. furnished in its most recently filed
Schedule 13G, dated February 11, 2000, to report this information.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1)(2) CLASS
- ------------------- ----------------------------- -------
<S> <C> <C>
FMR Corp. 13,947,322 8.918%
82 Devonshire Street
Boston, MA 02109
</TABLE>

- ------------------------------
(1) This number includes 13,280,181 shares Fidelity Management & Research
Company ("FMRC") owns as investment adviser, 661,091 shares Fidelity
Management Trust Company ("FTMC") owns beneficially as trustee or managing
agent of various private investment accounts, or as investment adviser, and
6,050 shares Fidelity International Limited ("FIL") owns beneficially as
investment adviser.

(2) FMR Corp. and FMRC each has sole power to dispose of the shares FMRC owns,
but sole power to vote or direct the voting of such shares resides in the
board of trustees of FMRC. FMR Corp. has sole dispositive power over all
shares FMTC owns, sole power to vote 416,733 of such shares and no power to
vote the remaining 244,358 shares. FIL has sole voting and dispositive power
over all shares it owns.

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<PAGE> 14

SECURITY OWNERSHIP OF MANAGEMENT

The following table contains information about the number of shares of
Comerica's common stock Comerica's incumbent directors, nominees and the
executive officers named in the Summary Compensation Table presented in this
Proxy Statement (the "named executive officers"), beneficially own (including
all incumbent directors, nominees and executive officers as a group). The number
of shares each individual beneficially owns includes shares over which the
person shares voting power or investment power and also any shares which the
individual can acquire by May 21, 2000 (60 days after the Record Date), through
the exercise of any stock option or other right. Unless indicated otherwise,
each individual has sole investment and voting power (or shares those powers
with his or her spouse) with respect to the shares listed in the table.

<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
------------------------ ----------------------- --------
<S> <C> <C>
Ralph W. Babb, Jr. 116,406(1) *
Joseph J. Buttigieg, III 155,406(2) *
E. Paul Casey 38,704(3)(10) *
James F. Cordes 48,709(4)(10) *
J. Philip DiNapoli 316,445(3)(10) *
Max M. Fisher 2,604,969(3)(5)(10) 1.7%
J. Michael Fulton 117,753(6) *
John D. Lewis 312,776(7) *
Wayne B. Lyon 54,686(3)(10) *
Eugene A. Miller 883,775(8) *
Alfred A. Piergallini 45,794(3)(10) *
Howard F. Sims 18,435(3)(10) *
Martin D. Walker 23,918(3)(10) *
Patricia M. Wallington 2,174(9) *
Kenneth L. Way 9,285(4)(10) *
Directors, nominees and executive
officers as a group (29 people) 5,745,109(11) 3.6%
</TABLE>

- ------------------------------
* Represents holdings of less than one percent of Comerica's common stock.

(1) Includes 25,500 shares of common stock of Comerica which the named
executive will forfeit if he does not remain an employee for the period
Comerica requires (typically 5 years) ("restricted stock"), and options to
purchase 78,750 shares of common stock of Comerica, which Comerica granted
to Mr. Babb under Comerica's Long-Term Incentive Plan.

(2) Includes 10,500 shares of restricted stock and options to purchase 105,075
shares of Comerica, which Comerica granted to Mr. Buttigieg under
Comerica's Long-Term Incentive Plan.

(3) Includes currently exercisable options to purchase 6,000 shares of common
stock of Comerica and options to purchase 1,500 shares of common stock of
Comerica which will become exercisable by May 21, 2000. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.

(4) Includes currently exercisable options to purchase 3,000 shares of common
stock of Comerica and options to purchase 1,500 shares of common stock of
Comerica which will become exercisable by May 21, 2000. Comerica granted
these options under Comerica's Stock Option Plan for Non-Employee
Directors.

(5) Includes 661,932 shares owned by a corporation and 12,246 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 147,243 shares owned by members of his
family and shares held in trust for their benefit. Mr. Fisher does not
beneficially own these shares under the rules of the SEC. Mr. Fisher's
ownership combined with the ownership of these family members totals
2,752,212 shares.

(6) Includes 9,500 shares of restricted stock and options to purchase 87,866
shares of Comerica, which Comerica granted to Mr. Fulton under Comerica's
Long-Term Incentive Plan.

(7) Includes 10,500 shares of restricted stock and options to purchase 235,091
shares of common stock of Comerica, which Comerica granted to Mr. Lewis
under Comerica's Long-Term Incentive Plan.

9
<PAGE> 15

(8) Includes options to purchase 572,553 shares of common stock of Comerica,
which Comerica granted to Mr. Miller under Comerica's Long-Term Incentive
Plan. The shares shown for Mr. Miller also include 15,000 shares owned by
Mr. Miller's spouse as trustee, 714 shares owned jointly by Mr. Miller and
his son and 450 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.

(9) Includes options to purchase 1,500 shares of common stock of Comerica,
which will become exercisable by May 21, 2000. Comerica granted these
options under Comerica's Stock Option Plan for Non-Employee Directors.

(10) Includes the following number of shares deemed invested in Comerica common
stock under a deferred compensation plan which requires non-employee
directors to defer at least 50% of their annual retainer: E. Paul Casey,
1,343 shares; James F. Cordes, 873 shares; J. Philip DiNapoli, 794 shares;
Max M. Fisher, 1,209 shares; Wayne B. Lyon, 1,746 shares; Alfred A.
Piergallini, 794 shares; Howard F. Sims, 1,276 shares; Martin D. Walker,
1,746 shares; Patricia M. Wallington, 674 shares; and Kenneth L. Way, 1,587
shares.

(11) Includes 160,750 shares of restricted stock and 1,794,546 options to
purchase shares of Comerica's common stock beneficially owned by incumbent
directors, nominees and executive officers as a group. Comerica granted
these options under Comerica's Long-Term Incentive Plan, option plans of
Manufacturers National Corporation and Comerica's Stock Option Plan for
Non-Employee Directors. Pursuant to the terms of the merger agreement with
Manufacturers National Corporation, Comerica 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 Securities Exchange Act of 1934 requires that Comerica's
directors, executive officers and persons who own more than ten percent of a
registered class of Comerica's equity securities file reports of stock ownership
and any subsequent changes in stock ownership with the SEC and the New York
Stock Exchange not later than specified deadlines. During 1999, all of the
required reports were filed by the specified deadlines, except in the following
instances. David B. Stephens filed a Form 4 that was not filed on a timely
basis, reporting the acquisition of 500 shares of common stock, and a Form 4
that was not timely filed, reporting the initial ownership of common stock by
his spouse, and her subsequent acquisition of 200 shares of common stock. In
making this disclosure, Comerica relied on the directors' and executive
officers' written representations and a review of copies of the reports filed
with the Commission.

TRANSACTIONS OF DIRECTORS AND
EXECUTIVE OFFICERS WITH COMERICA

The incumbent directors, director nominees and executive officers of Comerica,
their related entities, and members of their immediate families were customers
of and had transactions (including loans and loan commitments) with banking
affiliates of Comerica during 1999. Comerica made all loans and commitments 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 Comerica or its
subsidiaries, and the transactions 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 the date of this Proxy Statement.

10
<PAGE> 16

EXECUTIVE OFFICERS

The following table provides information about Comerica's executive officers.
The executive officers are the Chairman, Vice Chairmen, Executive Vice
Presidents and other officers of Comerica who are in charge of principal
business units, divisions or functions, and officers of Comerica or its
subsidiaries who perform significant policy making functions for Comerica.

<TABLE>
<CAPTION>
AGE
AS OF EXECUTIVE
APRIL 7, FIVE-YEAR OFFICER
NAME 2000 BUSINESS EXPERIENCE(1) SINCE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ralph W. Babb, Jr. ............ 51 Vice Chairman (since March 1999) and Chief Financial 1995
Officer (since June 1995), Executive Vice President
(June 1995-March 1999), Comerica Incorporated and
Comerica Bank; Vice Chairman, Mercantile
Bancorporation Inc. and Mercantile Bank (until June
1995).
John R. Beran.................. 47 Executive Vice President (since May 1995), Comerica 1995
Incorporated and Comerica Bank; President and Chief
Executive Officer (January 1994-April 1995), Money
Access Service Corporation (electronic banking
services).
Joseph J. Buttigieg, III....... 54 Vice Chairman (since March 1999), Executive Vice 1992
President (June 1995-March 1999); Executive Vice
President (since June 1992), Comerica Incorporated
and Comerica Bank.
Richard A. Collister........... 55 Executive Vice President, Comerica Incorporated and 1992
Comerica Bank.
Marvin J. Elenbaas............. 48 Senior Vice President, Controller and Chief 1997
Accounting Officer (since March 1998); First Vice
President, Controller and Chief Accounting Officer
(until March 1998); First Vice President (from June
1992 until October 1997), Comerica Incorporated and
Comerica Bank.
George C. Eshelman............. 47 Executive Vice President (since January 1994), 1994
Comerica Incorporated; Executive Vice President
(since January 1994), Senior Vice President (until
January 1994), Comerica Bank.
J. Michael Fulton.............. 50 Executive Vice President (since May 1997), Comerica 1993
Incorporated; President and Chief Executive Officer
(since July 1993), Comerica Bank-California.
Dale E. Greene................. 53 Executive Vice President (since March 1996), Senior 1996
Vice President (until March 1996), Comerica Bank.
Charles L. Gummer.............. 53 Executive Vice President (since May 1997), Comerica 1992
Incorporated; President and Chief Executive Officer,
Comerica Bank-Texas.
John R. Haggerty............... 56 Executive Vice President (since July 1994), Comerica 1994
Incorporated and Comerica Bank; Chairman and
President (since August 1997), Comerica Acceptance
Corporation; Chairman and President (since August
1998), Comerica Bank, National Association; President
and Chief Executive Officer (from July 1994 until
December 1997), Comerica Mortgage Corporation.
</TABLE>

11
<PAGE> 17

<TABLE>
<CAPTION>
AGE
AS OF EXECUTIVE
APRIL 7, FIVE-YEAR OFFICER
NAME 2000 BUSINESS EXPERIENCE(1) SINCE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Thomas R. Johnson.............. 56 Executive Vice President, Comerica Incorporated. 1992
John D. Lewis.................. 51 Vice Chairman (since January 1994 and January 1988
1990-June 1992), Executive Vice President (June
1992-January 1994), Comerica Incorporated; Vice
Chairman (since March 1995 and January 1990-June
1992), Comerica Bank.
Judith S. Love................. 43 Senior Vice President, Finance (since April 1999), 1999
Senior Vice President, Real Estate, General Services
and Commercial Loan Operations (April 1998-April
1999); Project Director, Phase III -- Direction 2000
(September 1996-April 1998), Comerica Incorporated;
Senior Vice President, Middle Market Lending (April
1995-September 1996), Comerica Bank.
George W. Madison.............. 46 Executive Vice President, General Counsel and 1997
Corporate Secretary (since January 1997), Comerica
Incorporated; Executive Vice President, General
Counsel, Corporate Secretary and Cashier (since
January 1997), Comerica Bank; Partner (January
1989-January 1997), Mayer, Brown & Platt (law firm).
Ronald P. Marcinelli........... 50 Executive Vice President (since November 1995), 1995
Comerica Incorporated and Comerica Bank; Senior Vice
President (June 1992-November 1995), Comerica Bank.
Eugene A. Miller............... 62 Chairman, President and Chief Executive Officer 1978
(since June 1999), Comerica Incorporated and Comerica
Bank; Chairman and Chief Executive Officer (June
1993-June 1999), Comerica Incorporated; Chairman and
Chief Executive Officer (June 1992-June 1999),
Comerica Bank.
Thomas D. Ogden................ 51 Senior Vice President, Credit Administration (since 1999
May 1999), Comerica Incorporated and Comerica Bank;
Senior Vice President, Treasury Management (June
1995-April 1999); Senior Vice President, Michigan
Corporate Banking (January 1992-June 1995) Comerica
Bank.
David B. Stephens.............. 54 Executive Vice President (since January 1994), 1994
Comerica Incorporated and Comerica Bank; Senior Vice
President (until January 1994), Comerica Bank.
James R. Tietjen............... 40 Senior Vice President and General Auditor (since 1995
January 1995), First Vice President and Interim
General Auditor (June 1994-December 1994), First Vice
President and Interstate Audit Manager (January
1994-May 1994), Comerica Incorporated.
</TABLE>

- ------------------------------
(1) This column includes principal occupations and employment with subsidiaries
and other affiliates of Comerica and of Manufacturers National Corporation.
Comerica Bank, Comerica Bank-California, Comerica Bank-Texas, Comerica
Acceptance Corporation and Comerica Bank, National Association are
wholly-owned subsidiaries of Comerica. Comerica Mortgage Corporation was a
wholly-owned subsidiary of Comerica Bank and merged into Comerica Bank in
December 1997.

12
<PAGE> 18

COMPENSATION OF EXECUTIVE OFFICERS

The following table summarizes the compensation of the five executive officers
of Comerica (the "named executive officers") who received the highest
compensation during the fiscal year ended December 31, 1999, and includes their
compensation for the fiscal years ended December 31, 1998 and December 31, 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES
OTHER STOCK UNDERLYING LTIP ALL OTHER
ANNUAL AWARD(S) OPTIONS PAYOUTS COMPENSATION
FISCAL SALARY BONUS COMPENSATION (1)(2) (3)(4) (5) (6)(7)(8)
NAME AND PRINCIPAL POSITION YEAR $ $ $ $ (#) $ $
--------------------------- ------ ------ ----- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 1999 810,000 1,270,100 12,286 0 75,000 349,900 38,202
Chairman of the Board, President 1998 750,000 1,200,000 10,247 0 75,000 300,000 32,586
and Chief Executive Officer, 1997 700,000 1,120,000 14,286 0 112,500 280,000 33,405
Comerica Incorporated and
Comerica Bank

John D. Lewis 1999 430,000 589,960 8,836 0 50,000 188,933 14,815
Vice Chairman, Comerica 1998 410,000 574,000 7,936 207,000 50,000 166,777 13,788
Incorporated and Comerica Bank 1997 400,000 560,000 9,586 0 41,250 160,080 14,696

Ralph W. Babb, Jr. 1999 375,000 496,125 14,937 0 40,000 141,826 16,081
Vice Chairman and Chief 1998 340,000 408,000 17,550 207,000 25,000 117,233 14,985
Financial Officer, Comerica 1997 325,000 390,000 20,954 0 21,000 110,763 15,904
Incorporated and Comerica Bank

Joseph J. Buttigieg, III 1999 350,000 463,050 7,917 0 40,000 128,338 9,216
Vice Chairman, 1998 315,000 378,000 7,737 207,000 25,000 101,681 7,877
Comerica Incorporated and 1997 275,000 330,000 10,210 0 18,000 92,340 7,585
Comerica Bank

J. Michael Fulton 1999 305,000 358,700 6,631 0 25,000 96,847 13,017
Executive Vice President, Comerica 1998 290,000 300,000 8,201 207,000 25,000 72,523 11,020
Incorporated President and Chief 1997 250,000 225,000 0 0 15,000 60,359 8,506
Executive Officer, Comerica
Bank -- California
</TABLE>

LTIP = long-term incentive plan

(1) The value of the 1998 restricted stock award is calculated based on the
price of Comerica's common stock of $69.00 on the grant date. In addition,
as of December 31, 1999 each of the named executive officers held the
following number of shares of common stock ("restricted stock"), which the
named executive officer will forfeit if he does not remain an employee for
the term established by Comerica: John D. Lewis, 3,000 shares with a market
value of $140,070; Ralph W. Babb Jr., 18,000 shares with a market value of
$840,420; Joseph J. Buttigieg, III, 10,500 shares with a market value of
$490,245; J. Michael Fulton, 6,000 shares with a market value of $280,140.
Comerica calculated the market value using the closing price of Comerica's
common stock of $46.69 per share on December 31,1999. The market value does
not give effect to the diminution in value due to the restrictions on this
stock.

(2) Comerica pays dividends on restricted stock at the same rate and on the same
terms that it pays dividends on its common stock.

(3) Comerica has never granted stock appreciation rights under Comerica's
Long-Term Incentive Plan.

(4) Numbers reflect the 1998 "3 for 2" stock split.

(5) Amounts in this column represent incentive awards based on Comerica's
average return on equity performance for a three-year period from 1997
through 1999. Comerica pays fifty percent of the award to each of the named
executive officers in cash and fifty percent of the award in shares of
common stock unless the award is deferred. One hundred percent of deferred
awards are deemed invested in Comerica common stock and are paid out in
common stock. Executives may not transfer stock awarded through this program
until the executive's employment with Comerica terminates ("non-transferable
stock"). On March 17, 2000 Eugene A. Miller received 8,331 shares of
non-transferable stock pursuant to his 1999 incentive award, which number of
shares Comerica calculated using a market price of $42.00 on that date. On
March 9, 2000, each of the named executive officers received shares of
non-transferable stock pursuant to their 1999 incentive awards: John D.
Lewis, 5,552 shares; Ralph W. Babb Jr., 4,167 shares; Joseph J. Buttigieg,
III, 1,885 shares; J. Michael Fulton, 2,846 shares. Comerica calculated the
number of shares to be awarded using a market price of $34.03 on that date.

(6) Amounts for 1999 for each of the named executive officers include a $1,000
matching contribution and a $2,822 performance match under Comerica's 401(k)
plan. Amounts for 1999 also include life insurance premiums paid by Comerica
for the

13
<PAGE> 19

benefit of the named executive officers (Eugene A. Miller, $29,380; John D.
Lewis, $10,993; Ralph W. Babb, Jr., $7,259; Joseph J. Buttigieg, III,
$5,394; J. Michael Fulton, $4,532).

(7) Amounts for 1999 for each of the named executive officers include Employee
Stock Purchase Plan matching contributions for the following named executive
officers in the amount set forth opposite such officer's name (Quarterly
Match: Eugene A. Miller, $3,750; Ralph W. Babb, Jr., $3,750; J. Michael
Fulton, $3,750. Retention Match: Eugene A. Miller, $1,250; Ralph W. Babb,
Jr., $1,250; J. Michael Fulton, $913). All participants in the Employee
Stock Purchase Plan are eligible to receive matching contributions.

The following table provides information on stock options Comerica granted in
1999 to the named executive officers.

OPTION GRANTS IN LAST FISCAL YEAR(1)

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
FOR OPTION TERM(3)
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED(2) YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- ---------- ------------- ----------- ---------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 75,000 3.34% 66.81 03/19/2009 0 3,151,234 7,985,845
John D. Lewis 50,000 2.23% 66.81 03/19/2009 0 2,100,823 5,323,897
Ralph W. Babb, Jr. 40,000 1.78% 66.81 03/19/2009 0 1,680,658 4,259,117
Joseph J.
Buttigieg, III 40,000 1.78% 66.81 03/19/2009 0 1,680,658 4,259,117
J. Michael Fulton 25,000 1.11% 66.81 03/19/2009 0 1,050,411 2,661,948
</TABLE>

(1) Comerica has never granted stock appreciation rights under Comerica's
Long-Term Incentive Plan.

(2) This column represents the number of options granted to each named executive
officer in 1999. These options have a ten year term and become exercisable
annually in 25% increments, beginning on January 14, 2000. 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 value which a holder of the
option may realize at the end of the option's term assuming the annual rates
of growth in the above columns. The value of the options has not been
discounted to reflect present values. These amounts are not intended to
forecast possible future appreciation, if any, of Comerica's stock price.

The following table provides information concerning the exercise of stock
options by the named executive officers during the last fiscal year and the
value of unexercised options at December 31, 1999.

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

<TABLE>
<CAPTION>
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(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eugene A. Miller 55,353 2,405,958 469,428 225,000 11,068,792 1,159,289
John D. Lewis 22,953 1,145,062 190,403 117,500 4,467,560 332,068
Ralph W. Babb, Jr. 0 0 52,750 73,750 932,547 163,255
Joseph J. Buttigieg,
III 0 0 79,825 72,250 1,739,972 153,599
J. Michael Fulton 6,753 358,793 68,616 54,250 1,572,678 112,056
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Comerica has never granted stock appreciation rights under Comerica's
Long-Term Incentive Plan.

(2) Value is calculated as of December 31, 1999 and is equal to the number of
shares of common stock multiplied by the closing price of a share of
Comerica's common stock. The closing price was $46.69 on December 31, 1999.

14
<PAGE> 20

(3) Value is calculated based upon the difference between the per-share option
exercise price and the market value of a share of Comerica's common stock on
the date of exercise, multiplied by the applicable number of shares.

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

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
PERFORMANCE THRESHOLD TARGET MAXIMUM(2)
NAME PERIOD ($) ($) ($)
---- ----------- --------- ------ ----------
<S> <C> <C> <C> <C>
Eugene A. Miller 1998-2000 0 174,000 348,000
John D. Lewis 1998-2000 0 91,000 159,250
Ralph W. Babb, Jr. 1998-2000 0 86,000 150,500
Joseph J. Buttigieg, III 1998-2000 0 81,000 141,750
J. Michael Fulton 1998-2000 0 32,300 96,900
</TABLE>

(1) Participants earn long-term awards under the Management Incentive Plan based
upon Comerica's attainment of specified objectives established by the
Compensation Committee in relation to Comerica's average return on common
equity during the three year performance period. Comerica pays fifty percent
of the award in cash and fifty percent in shares of Comerica's common stock
unless the participant defers the award. One hundred percent of deferred
awards are deemed invested in Comerica common stock and are paid out in
common stock.

(2) Each year Comerica determines the amount necessary to fund long-term awards
under the Management Incentive Plan for the upcoming year. The maximum
stated for each named executive officer represents the funded amount
allocable to the aggregate annual incentive pool based on such executive
officer's organizational level and base salary. Actual payments to the named
executive officer are a function of the amount of the annual incentive
received by such executive officer in each of the three performance years
occurring during the performance period as a percentage of the aggregate
annual incentive pool paid in those three years to all participants in the
Management Incentive Plan. As a result, an individual's award may exceed or
be less than the maximum funding allocable to that executive officer as
stated in the table above. In no case will the long-term award, when
combined with the annual incentive, exceed 200% of the executive officer's
base salary.

DEFINED BENEFIT PENSION PLAN BENEFITS

Comerica maintains the Comerica Incorporated Retirement Plan (1994 Amendment and
Restatement), a tax-qualified 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 the Comerica Plan to the
former participants of these plans.

The Pension Plan is a tax-qualified plan. As of December 31, 1999, under the
Internal Revenue Code of 1986 (the "Internal Revenue Code"), the maximum annual
pension that any participant, including any named executive officer, may receive
under a qualified defined benefit plan is $130,000. The maximum annual
compensation of any participant which Comerica can consider in computing a
pension under a qualified plan is $160,000. To the extent that Tables I, II and
III reflect an annual pension greater than $130,000, or compensation above
$160,000, Comerica will pay the participant, including any named executive
officer, the additional amount under a non-qualified plan maintained by
Comerica.

15
<PAGE> 21

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. Comerica calculated the amounts
shown in Table I without applying the limitations under the Internal Revenue
Code which are discussed above and which apply to the Pension Plan.

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 $ 13,686 $ 20,529 $ 27,372 $ 34,215 $ 41,057 $ 45,557
200,000 29,686 44,529 59,372 74,215 89,057 98,057
300,000 45,686 68,529 91,372 114,215 137,057 150,557
400,000 61,686 92,529 123,372 154,215 185,057 203,057
500,000 77,686 116,529 155,372 194,215 233,057 255,557
600,000 93,686 140,529 187,372 234,215 281,057 308,057
700,000 109,686 164,529 219,372 274,215 329,057 360,557
800,000 125,686 188,529 251,372 314,215 377,057 413,057
900,000 141,686 212,529 283,372 354,215 425,057 465,557
1,000,000 157,686 236,529 315,372 394,215 473,057 518,057
1,500,000 237,686 356,529 475,372 594,215 713,057 780,557
2,000,000 317,686 476,529 635,372 794,215 953,057 1,043,057
</TABLE>

- ------------------------------
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.

** Effective January 1, 2000, the Compensation Committee amended the Pension
Plan to provide a funding mechanism for retirees terminating employment after
January 1, 2000 to purchase additional health care insurance. This is a level
benefit to all employees and is not based on final compensation. Instead, it
provides $3 per "point" for each year of service and age for those who retire
prior to their normal social security retirement date, and $1.50 per "point"
for each year of service and age after the retiree becomes covered by
Medicare. Eligibility is based on the employee either being at age 60 with 10
years of service or at age 55 or later when an employee accumulates 80 points
(for example, age 55 and 25 years of service, which would result in an annual
payment of $240 until the normal social security retirement date, and of $120
thereafter).

16
<PAGE> 22

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. Comerica calculated the amounts shown in Tables
II and III without applying the limitations under the Internal Revenue Code
which are discussed above and which apply to the Pension Plan.

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

<TABLE>
<CAPTION>
FINAL
AVERAGE
COMPENSATION* 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 16,263 $ 24,394 $ 32,525 $ 40,656 $ 48,788 $ 56,919
200,000 33,763 50,644 67,525 84,406 101,288 118,169
300,000 51,263 76,894 102,525 128,156 153,788 179,419
400,000 68,763 103,144 137,525 171,906 206,288 240,669
500,000 86,263 129,394 172,525 215,656 258,788 301,919
600,000 103,763 155,644 207,525 259,406 311,288 363,169
700,000 121,263 181,894 242,525 303,156 363,788 424,419
800,000 138,763 208,144 277,525 346,906 416,288 485,669
900,000 156,263 234,394 312,525 390,656 468,788 546,919
1,000,000 173,763 260,644 347,525 434,406 521,288 608,169
1,500,000 261,263 391,894 522,525 653,156 783,788 914,419
2,000,000 348,763 523,144 697,525 871,906 1,046,288 1,220,669
</TABLE>

- ------------------------------
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.

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

<TABLE>
<CAPTION>
FINAL
AVERAGE
COMPENSATION* 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 14,221 $ 21,331 $ 28,441 $ 35,551 $ 42,662 $ 47,662
200,000 30,921 46,381 61,841 77,301 92,762 102,762
300,000 47,621 71,431 95,241 119,051 142,862 157,862
400,000 64,321 96,481 128,641 160,801 192,962 212,962
500,000 81,021 121,531 162,041 202,551 243,062 268,062
600,000 97,721 146,581 195,441 244,301 293,162 323,162
700,000 114,421 171,631 228,841 286,051 343,262 378,262
800,000 131,121 196,681 262,241 327,801 393,362 433,362
900,000 147,821 221,731 295,641 369,551 443,462 488,462
1,000,000 164,521 246,781 329,041 411,301 493,562 543,562
1,500,000 248,021 372,031 496,041 620,051 744,062 819,062
2,000,000 331,521 497,281 663,041 828,801 994,562 1,094,562
</TABLE>

- ------------------------------
* Based on the average of the highest 5 consecutive years of earnings in the
last 10 years of employment.

17
<PAGE> 23

The estimated years of service credited under the Pension Plan for each of the
named executive officers as of April 7, 2000 are as follows: Eugene A. Miller,
35 years; John D. Lewis, 29.5 years; Ralph W. Babb, Jr., 3.5 years; Joseph J.
Buttigieg, III, 28 years and J. Michael Fulton, 29 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; Mr. Lewis, 23.5 years and Mr.
Fulton, 22.6 years. The years of service credited to Mr. Buttigieg include the
following years of service credited under the Manufacturers Plan for which a
past service pension is payable under the Pension Plan: Mr. Buttigieg, 21.5
years.

Under the Pension Plan, a participant who is unmarried at the time he or she
retires generally receives a pension in the form of a straight life annuity, the
annual amounts of which are listed in the tables above. A participant who is
married at the time he or she retires generally receives a pension in the form
of 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.

EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS

EUGENE A. MILLER is a party to an employment agreement with Comerica.(1) The
agreement provides that Mr. Miller will serve as Chairman of the Board and Chief
Executive Officer of Comerica through June 30, 1999. On July 1, 1999, the term
of the agreement extended automatically, and will extend automatically every two
years until Mr. Miller's 65th birthday, unless a majority of the directors of
Comerica vote against an extension. For the duration of the agreement, Comerica
has agreed to nominate Mr. Miller to serve on its Board.

During the term of his employment agreement, Comerica pays Mr. Miller a base
salary and annual bonus payments in amounts determined by the Compensation
Committee as commensurate with his position and performance. He also is eligible
for option grants and restricted stock awards under Comerica's Long-Term
Incentive Plan. These grants and awards also will be commensurate with his
position and performance. In addition, Mr. Miller is eligible to participate in
all of Comerica'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 Comerica maintains.

If Comerica terminates Mr. Miller's employment without cause, or Mr. Miller
resigns for good reason, or Comerica causes Mr. Miller's employment agreement to
expire prior to his 65th birthday, Mr. Miller will receive the following
principal benefits:

- three times his annual base salary plus an amount equal to his average
annual bonus during the three-year period prior to the termination of his
employment, which will be paid in quarterly installments over a three-year
period;

- accelerated vesting of any unexercised stock options;

- the early lapse of restrictions on previously awarded shares of
restricted stock;

- 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;

- continuation of his life insurance coverage for three years; and

- commencing at the end of the three year payment period referred to above,
a payment in the form elected by Mr. Miller under Comerica's defined
benefit pension plan and excess

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

(1)The Change of Control Agreement, described below, supersedes this agreement
if there is a Change of Control as defined in the Change of Control Agreement.
18
<PAGE> 24

benefit plan, in an amount equal to the excess of (a) the retirement
benefits Mr. Miller would have received under the plans if he continued to
work until age 65, 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, Comerica will pro-rate the amount payable in connection with his
salary for the time period remaining until he reaches age 65. If Mr. Miller's
employment terminates for any of the reasons referred to above, the employment
agreement also provides that Comerica will use its best efforts, subject to the
fiduciary duties of the Board, 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 Mr. Miller retires, resigns without a good reason, or if his employment
terminates because of disability or death, or if Comerica terminates Mr.
Miller's employment for cause, Mr. Miller will receive his annual base salary to
the date of termination, and fringe benefits and life, health, disability and
accident insurance to the date of termination.

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.

RALPH W. BABB, JR. is a party to a Supplemental Pension and Retiree Medical
Agreement with Comerica. Comerica will provide Mr. Babb with a supplemental
pension to equalize the effect his earlier departure from his previous employer
had on his pension. In addition, Comerica will provide Mr. Babb and his spouse
with retiree medical and accidental insurance coverage for his or her lifetime
on a basis no less favorable than such benefits are provided to them as of the
date of the agreement. The supplemental pension and the medical and accidental
insurance coverage will vest upon the earlier of:

- June 1, 2000;

- a change of control of Comerica;

- Comerica's termination of Mr. Babb's employment without cause or Mr.
Babb's decision to terminate for good reason; or

- Mr. Babb's death or disability.

In addition, Mr. Babb's option to purchase 22,500 shares of Comerica's common
stock, which Comerica granted to Mr. Babb upon his initial employment with
Comerica, will become immediately exercisable upon his death or disability. Mr.
Babb's 15,000 shares of restricted common stock, which Comerica awarded to Mr.
Babb upon his initial employment with Comerica, will immediately vest upon his
death or disability.

CHANGE OF CONTROL AGREEMENTS

Each named executive officer is a party to a change of control employment
agreement with Comerica. These agreements become effective only in the event of
a change of control as defined in the agreement.

The agreement is for an initial three-year period (the "Agreement Period"),
commencing on the date the executive and Comerica sign the agreement, and is
extended automatically at the end of each year for an additional one year unless
Comerica delivers written notice to the named executive officer, at least sixty
days prior to the annual renewal date, that his agreement will not be extended.
Comerica intends that the Agreement Period will always be three years.

19
<PAGE> 25

If a change of control of Comerica occurs during the Agreement Period, the
employment period begins and Comerica will continue the executive's employment
for a period of thirty months from the date of the change of control. During
this employment period:

- The executive's position and duties will be at least commensurate with
the most significant duties held by him during the 120 day period prior
the date of a change of control.

- Comerica will assign the executive an office at the location where he was
employed on the date the change of control occurred or an office less than
60 miles from such office.

- Each executive will receive a monthly base salary equal to or greater
than the highest monthly base salary he earned from Comerica during the
twelve month period prior to the date of the change of control, and an
annual cash bonus at least equal to the highest bonus he earned during any
of the last three fiscal years prior to the date the change of control
occurred. (Comerica will annualize the amount of the bonus earned by the
executive during any of these years if the executive was not employed by
Comerica for the entire three-year period.)

- The executive also will be eligible to receive annual salary increases
and to participate in all of Comerica's executive compensation plans and
employee benefit plans, including health, accident, disability and life
insurance benefit plans, at least equal to the most favorable of those
plans which were in effect at any time during the 120 day period preceding
the effective date of his agreement.

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

The agreement also provides severance benefits to the executive if Comerica
terminates his employment for a reason other than cause or disability or if he
resigns for good reason during the employment period. Good reason under the
agreement includes termination of the agreement by the executive for any reason
during the 30-day period immediately following the first anniversary of the
change of control. If the executive becomes entitled to receive severance
benefits under his agreement, he will receive in addition to other benefits:

- any unpaid base salary through the date of termination;

- a proportionate bonus based upon the highest annual bonus he earned
during any of the last three fiscal years prior to the effective date of
his agreement or during the most recently completed fiscal year;

- an amount equal to three times his annual base salary;

- an amount equal to three times the highest annual bonus he earned during
any of the last three fiscal years prior to the effective date of his
agreement or during the most recently completed fiscal year;

- payment under Comerica's defined benefit pension plan and any excess
benefit plan in which he participates, in an amount equal to the excess
of: (a) the retirement benefits he would receive under the plans if he
continued to receive service credit for three years after the date his
employment was terminated, over (b) the retirement benefits he actually
accrued under the plans;

- continuation of health, accident, disability 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

- payment of any legal fees and expenses reasonably incurred by him to
enforce his rights under the agreement.

20
<PAGE> 26

If the Internal Revenue Service subjects any payment to the executive under the
change of control employment agreement to an excise tax under Section 4999 of
the Internal Revenue Code, the executive 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. However, this additional payment
will not be made to the executive unless the payment exceeds 110% of the
payments that could have been made to him without the imposition of an excise
tax.

The executive will also receive any benefits he may have under any other
agreement with, or benefit plan or arrangement of, Comerica.
------------------------------

21
<PAGE> 27

The following Compensation Committee Report and Performance Graph will not be
incorporated by reference into any of Comerica's previous filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934.

COMPENSATION COMMITTEE REPORT

Comerica establishes the annual compensation for Comerica's Chairman, President
and Chief Executive Officer based on the recommendation of the Compensation
Committee to the Board of Directors. The Committee reviews and approves the
annual compensation for Comerica's Vice Chairmen, Executive Vice Presidents, and
other appropriate executive officers based on the recommendations of management.
All the members of the Committee are non-employee directors.

COMPENSATION PHILOSOPHY

Comerica designed its compensation program to attract, motivate, reward and
retain superior executive talent. The program 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, President
and Chief Executive Officer, Vice Chairmen, Executive Vice Presidents, and other
appropriate executive officers, the Committee evaluates: (1) individual
performance; (2) Comerica's performance in relation to established goals; (3)
Comerica's performance in relation to the 50 largest bank holding companies in
the United States; (4) compensation levels of select key competitors from the 50
largest bank holding companies.

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

Comerica is committed to providing a senior officer compensation package that
compares favorably with key competitors. Due to the banking industry's ongoing
consolidation and reduction in the number of banks, the Committee relies on an
annual review by external consultants to ensure calibration of an appropriate
"compensation peer group." The "compensation peer group" consists of a subset of
the 50 largest bank holding companies adjusted for mergers and acquisitions.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Comerica's Board of Directors relies on the Chairman, President and Chief
Executive Officer to provide effective leadership and execute a successful
business plan for the entire organization. Other key measures of the Chairman,
President and Chief Executive Officer's performance include development of the
senior managers of Comerica and the leadership role he plays within the
community.

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. This is done in accordance with Comerica'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 1998 Comerica, with the assistance of the Committee=s
compensation consultants, conducted a review of the competitiveness of
Comerica's executive compensation program. Based on this review, the Committee
determined that Comerica's base salaries for the

22
<PAGE> 28

named executive officers, including the Chief Executive Officer, were at or
slightly below the median base salaries of the "compensation peer group." Mr.
Miller's base salary reflects his performance and contribution to the
organization's success. The Committee adjusts his salary annually to the
appropriate level.

MANAGEMENT INCENTIVE PLAN

The Committee members believe that return on equity is a key measure of
corporate performance. Therefore, Comerica maintains a Management Incentive Plan
for executive officers which provides for incentives that are driven by
Comerica's return on equity in relation to both the 50 largest bank holding
companies and return on equity targets which are approved annually by the
Committee.

For 1999, the payment of incentive awards was based on Comerica achieving a
minimum return on equity of fourteen percent. Maximum incentive awards become
payable when Comerica achieves a return on equity of nineteen percent or greater
and finishes in the top ten of the 50 largest bank holding companies. The
Committee established these targets in the first quarter of 1997. Upon
determination of Comerica's performance in relation to these targets, the
Committee established a pool of awards for distribution under the incentive
plan. The distribution of individual awards to the Chairman, President and Chief
Executive Officer and the other participants in the program is based on
corporate performance, individual performance and individual levels of
responsibility within Comerica. Mr. Miller's award under the plan is also
subject to the terms of his employment agreement.

The 1999 management incentive awards for the Chairman, President and Chief
Executive Officer and the other named executive officers is based on return on
equity. For 1999 Comerica's adjusted return on equity of 21.46 percent placed
Comerica at number eleven among the 50 largest bank holding companies. The
adjusted return on equity includes a 20 percent reduction from the 1996 Phase
III after-tax restructuring charge. This will be the last year such an
adjustment will be made for compensation purposes.

Mr. Miller's 1999 annual award under the Management Incentive Plan reflects
Comerica's return on equity performance as well as Mr. Miller's contribution to
that performance. Mr. Miller's 1999 annual cash compensation, which includes
this award and his base salary, is at or above the appropriate level compared to
the "compensation peer group."

To reward consistent superior performance over a three year period, the
Management Incentive Plan provides for an additional award to be paid if
Comerica's average return on equity for the most recent three year period ranks
among the top twenty in the 50 largest bank holding companies. Comerica pays
fifty percent of the additional award in the form of non-transferrable common
stock and fifty percent in cash unless the named executive officer elects to
defer the award. Deferred awards are invested one-hundred percent in Comerica
common stock. Comerica attaches a non-transferability restriction to the 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 Comerica's senior
officers with those of the shareholders.

Comerica's adjusted average return on equity of 21.15 percent for the three year
period from 1997 through 1999 ranked sixth among the 50 largest bank holding
companies. This is the fourth time since the inception of the plan that a long
term incentive award was made to reward for this consistent superior
performance.

STOCK-BASED AWARDS

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

23
<PAGE> 29

Awards in 1999 consisted of stock option grants with exercise prices equal to
the fair market value of Comerica'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.

The Committee's compensation consultants reported that the size of Comerica's
stock option grants for the named executive officers has been conservative when
compared to the "compensation peer group." It has been the goal of Comerica to
provide stock-based awards near the median awards provided by banks of this
"compensation peer group." Comerica encourages stock ownership for all levels of
employees.

Grants of stock options to the Chairman, President 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) Comerica'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, levels of responsibility and contributions to Comerica.

STOCK OWNERSHIP GUIDELINES

Comerica has stock ownership guidelines which encourage senior officers to own a
significant number of shares of Comerica's common stock. The stock ownership
targets require Comerica's senior officers to own a number of shares with a
value equal to the senior officer=s annual salary times a certain multiple.
Comerica encourages its senior officers to achieve the targeted stock ownership
levels within five years of becoming a senior officer.

STOCK OWNERSHIP TARGETS

<S> <C> <C>
<CAPTION>
MULTIPLE
OF YEARS
ANNUAL TO
LEVEL SALARY ATTAIN
<S> <C> <C>
Chairman and Chief Executive Officer 5.0 times 5 Years
President 3.5 times 5 Years
Vice Chairman 3.0 times 5 Years
Executive Vice President 3.0 times 5 Years
Senior Vice President 2.0 times 5 Years
First Vice President 1.0 time 5 Years
</TABLE>

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Committee's objective is to structure Comerica'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
compensation is tax deductible.

THE COMPENSATION COMMITTEE

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

24
<PAGE> 30

PERFORMANCE GRAPH

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

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG COMERICA INCORPORATED, KEEFE 50-BANK INDEX AND S&P 500 INDEX
(ASSUMES $100 INVESTED ON 12/31/94 AND REINVESTMENT OF DIVIDENDS)
[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
COMERICA INCORPORATED KEEFE 50-BANK INDEX S&P 500 INDEX
--------------------- ------------------- -------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 171.00 160.00 138.00
1996 231.00 227.00 169.00
1997 409.00 331.00 226.00
1998 472.00 359.00 290.00
1999 332.00 346.00 351.00
</TABLE>

25
<PAGE> 31

INDEPENDENT ACCOUNTANT

Upon recommendation of the Audit and Legal Committee, the Board selected Ernst &
Young LLP as independent accountant to audit Comerica's financial statements for
2000. Ernst & Young also audited Comerica's financial statements for 1999.
Representatives of Ernst & Young will attend the annual meeting and you may ask
questions of Ernst & Young if you wish.

SHAREHOLDER PROPOSALS

If you would like Comerica to consider a proposal for inclusion in Comerica's
Proxy Statement for the 2001 Annual Meeting of Shareholders, you must ensure
that Comerica receives the proposal no later than December 8, 2000. Proposals
must comply with applicable laws and regulations and you must mail the proposal
to Comerica by certified or registered mail to the Corporate Secretary, Comerica
Incorporated, Comerica Tower at Detroit Center, 500 Woodward Avenue, MC 3391,
Detroit, Michigan 48226.

Under Comerica's bylaws, shareholders of Comerica must provide advance notice to
Comerica if they wish to nominate persons for election as directors or propose
items of business at an annual meeting of Comerica's shareholders. In the case
of an annual meeting of shareholders, you must deliver this notice not later
than the close of business on the 90th day nor earlier than the close of
business on the 120th day or prior to the first anniversary of the immediately
preceding year's annual meeting of shareholders (i.e., for the 2001 Annual
Meeting of Shareholders, you must deliver such notice not later than the close
of business on February 19, 2001 nor earlier than the close of business on
January 19, 2001). If, however, Comerica calls the annual meeting of
shareholders for a date that is more than 30 days before or more than 60 days
after such anniversary date, Comerica must receive your notice not earlier than
the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which Comerica first made a
public announcement of the date of such meeting of shareholders. If the number
of directors to be elected to the Board at the annual meeting is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board at least 100 days prior to the first
anniversary of the immediately preceding year's annual meeting, then Comerica
will consider your notice timely (but only with respect to nominees for any new
positions created by such increase), if Comerica receives notice not later than
the close of business on the 10th day following the day on which such public
announcement is first made by Comerica. In the case of a special meeting of
shareholders called for the purpose of electing directors, your written notice
must be delivered not later than the close of business on the 10th day following
the day on which Comerica mails notice or makes public disclosure of the date of
the special meeting, whichever occurs first. You may receive a copy of
Comerica's bylaws specifying the advance notice requirements by making a written
request to the undersigned Corporate Secretary of Comerica.

ANNUAL REPORT TO SHAREHOLDERS

Comerica mailed the 1999 Annual Report to Shareholders, containing financial
statements and other information about the operations of Comerica for the year
ended December 31, 1999, to you in March 2000. You should not regard the 1999
Annual Report as proxy soliciting material.

OTHER MATTERS

The Board is not aware of any other matter to be presented at the annual
meeting. The Board does not intend to submit any additional matters for a vote
at the meeting and no shareholder has provided the required notice of the
shareholder's intention to propose any matter at the meeting. However, if any
other matters are properly brought before the meeting, the shares
26
<PAGE> 32

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 Comerica's bylaws, the Board may, without notice, properly submit
additional matters for a vote at the meeting. If the Board does so, the shares
represented by proxies in the accompanying form will be voted with respect to
the matter in accordance with the judgment of the person or persons voting the
shares.

By Order of the Board of Directors,

/s/ GEORGE W. MADISON

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

April 7, 2000

27
<PAGE> 33

Location of Comerica Incorporated
Annual Meeting of Shareholders

THE DETROIT INSTITUTE OF ARTS
5200 WOODWARD AVENUE, DETROIT, MICHIGAN 48202
(313) 833-7900 WWW.DIA.ORG

[COMERICA MAP]

Free valet parking is available at the Farnsworth Entrance to The Detroit
Institute of Arts.
<PAGE> 34

LOGO OF COMERICA
COMERICA INCORPORATED

2000 ANNUAL MEETING OF SHAREHOLDERS

MAY 19, 2000

- --------------------------------------------------------------------------------
LOGO OF COMERICA

COMERICA INCORPORATED
PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned appoints Mark W. Yonkman and Karen Gratch as Proxies, each with
the power to appoint his or her 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 22, 2000, at the annual
meeting of shareholders to be held on May 19, 2000 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.

COMERICA INCORPORATED
2000 ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 2000
9:30 a.m.

The Detroit Institute of Arts
5200 Woodward Avenue
Detroit, Michigan

See reverse for voting instructions.

<PAGE> 35
IF YOU CONSENTED TO ACCESS YOUR PROXY INFORMATION ELECTRONICALLY, YOU MAY VIEW
IT BY GOING TO THE FOLLOWING WEBSITE ON THE INTERNET HTTP://WWW.COMERICA.COM IN
"ABOUT COMERICA" IN "INVESTOR RELATIONS AND OVERVIEW".

COMPANY #
CONTROL #
VOTE BY TELEPHONE OR THE INTERNET
- ---------------------------------------------------------------------

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD. THE
DEADLINE FOR TELEPHONE AND INTERNET VOTING IS NOON (EASTERN DAYLIGHT SAVINGS
TIME), MAY 17, 2000.

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 - QUICK MMM EASY MMM IMMEDIATE

1. Using a touch-tone telephone, dial 1-800-240-6326. You may dial this toll
free number at your convenience 24 hours a day, 7 days a week.

2. When prompted enter the 3 digit Company Number and the 7 digit Control
Number which are located in the box in the upper right hand corner of the
proxy card.

3. Follow the simple instructions provided.

VOTE BY THE INTERNET -- HTTP://WWW.EPROXY.COM/CMA/ - QUICK MMM EASY MMM
IMMEDIATE

1. Using the Internet, log-on to http://www.eproxy.com/cma/ which is available
24 hours a day, 7 days a week.

2. When prompted enter the 3 digit Company Number and the 7 digit Control
Number which are located in the box in the upper right hand corner of the
proxy card to create an electronic ballot.

3. Follow the simple instructions provided.

<TABLE>
<S><C>
IF YOU VOTED BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL YOUR PROXY.

Please detach here
- -------------------------------------------------------------------------------------------------------------------
Election of directors: 01 Max M. Fisher 02 John D. Lewis
03 Howard F. Sims [ ] Vote FOR [ ] Vote WITHHELD
all nominees from all nominees
(except as marked

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE NOMINEE(S) IN
THE BOX PROVIDED TO THE RIGHT.)

IN THEIR DISCRETION, PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE
THE MEETING.

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 MATTER LISTED.

Address Change? Mark Box [ ]
Indicate changes below:
Date
---------------------------------

Signature(s) in Box

Please sign exactly as your name
appears. 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.

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PLEASE VOTE BY TELEPHONE OR THE INTERNET.

PLEASE READ THE INSTRUCTIONS BELOW.

Comerica encourages you to take advantage of the following convenient ways to
vote your shares for matters to be covered at the 2000 Annual Meeting of
Shareholders. Please take the opportunity to use one of the two voting methods
outlined below to cast your ballot. These methods are easy to use and save
Comerica postage and other expenses.

VOTE BY PHONE: 1-800-240-6326

- Use any touch-tone telephone to vote your proxy.
- Have your proxy card in hand when you call.
- You will be prompted to enter the 3 digit Company Number and the
7 digit numeric Control Number which is located on your proxy
card. You then follow the simple instructions the system provides
you.

VOTE BY THE INTERNET: WWW.EPROXY.COM / CMA /

- Use the Internet to vote your proxy.
- Have your proxy card in hand when you access the web site.
- You will be prompted to enter the 3 digit Company Number and the
7 digit numeric Control Number which is located on your proxy
card to create an electronic ballot.

If you vote by phone or vote using the Internet, please do not mail your proxy.

THANK YOU FOR VOTING BY PHONE OR THE INTERNET.