COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

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1 COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AMENDED AND RESTATED PLAN DESCRIPTION Date: September 23, 2003 As Further Amended and Restated: June 24, 2005, April 11, 2007, November 11, 2009, January 1, 2011 and November 15, 2011 Securities Law Information This document constitutes part of a prospectus covering offers and sales, from time to time, of up to 5,000,000 shares, subject to adjustment for any changes in capitalization, of the common stock of Comerica Incorporated (sometimes referred to herein as the "Corporation"), $5 par value, to eligible employees of the Corporation and its subsidiaries and affiliates in connection with the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan ("ESPP"). The securities to be offered and sold under the ESPP have been registered under the Securities Act of 1933, as amended. These securities have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The securities offered hereby are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary and are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund or any other federal or state government agency. Plan Overview The Employee Stock Purchase Plan (ESPP) is a convenient and affordable way to purchase shares of Comerica Incorporated common stock without having to pay a brokerage fee. Eligible employees have the opportunity to: Purchase shares of Comerica Incorporated common stock through after-tax payroll deductions (called Payroll Withholding Contributions) or through other permitted lump sum contributions (called Other Permitted Contributions). Receive bonus shares purchased with a 15 percent quarterly match (called a Matching Contribution) and a five percent retention match (called a Share Retention Contribution) on dollars contributed under certain circumstances. Receive additional shares purchased with reinvested dividends. General Nature and Purpose of the Plan The Board of Directors of Comerica Incorporated believes that the interests of the Corporation are served through share ownership of the Corporation by its employees. Such ownership 1

2 strengthens the sense of identity between the Corporation and its employees and furthers a unity of purpose among the Corporation, its employees and its stockholders. It is the purpose of the ESPP to provide a convenient means through which employees may acquire shares in the Corporation. Eligibility As an employee or officer of the Corporation or one of its subsidiaries or affiliates, you become eligible to participate in the ESPP as soon as administratively feasible on or subsequent to your date of hire. For purposes of the ESPP, an "employee" is an individual who renders service to the Corporation (or one of its subsidiaries or affiliates) as a common law employee or officer. The plan administrator may adopt different procedures or provisions to apply to employees who are non-resident aliens in order to comply with the applicable laws of the respective jurisdictions. Share Purchase Price Shares purchased with Payroll Withholding Contributions will be purchased at the current market price each payday. Shares purchased with quarterly Matching Contributions by the Corporation (15 percent quarterly matches made under certain circumstances) typically will be purchased at the current market price on the first or second payday following the end of each quarter. Shares purchased as Share Retention Contributions by the Corporation (five percent retention matches made under certain circumstances) will be purchased at the current market price as soon as reasonably practicable after the first day of the plan year immediately following the applicable two-year period for which the employee is receiving the Share Retention Contribution. Shares will be purchased with reinvested dividends at the current market price on the dividend payable date (usually the first business day of January, April, July and October). Shares generally are purchased on the open market, but can be purchased directly from the Corporation if the administrator so elects. Enrollment Payroll Withholding Contributions Payroll Withholding Contributions are on an after-tax basis and begin on the next payday following the processing of your enrollment. Typically, it takes approximately two weeks to process an enrollment. If you decide to participate using Payroll Withholding Contributions, you must determine how much to contribute through payroll deductions each pay period. The minimum amount of your payroll deduction is 0.5 percent of your base pay per pay period. For purposes of the ESPP, base pay may also include incentive compensation paid through a specific business unit incentive plan, referral awards, Costar payments, overtime, and shift differential and commissions. In addition, beginning January 22, 1999, base pay may also include lump sum merit bonuses, if granted. Base pay does not include any amount that is deferred under the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan or the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan. You cannot contribute more than 100 percent of your base pay (less all applicable withholding and deductions). To enroll in Payroll withholding contributions, employees must follow the instructions as determined by work location and payroll. 2

3 Employees who work in the US and are paid on US payroll: Approximately three weeks after your date of hire, you should receive a ComericaRetirement Personal Identification Number (PIN) at your home mailing address, as reflected in the records of the Corporation. You can enroll in the ESPP by logging onto ComericaRetirement at or by calling ComericaRetirement at The first time you access the website or the telephone system, you will need to enter your social security number and PIN. Please note you will be required to choose a user name and password when you first log on. If you do not receive your PIN within the timeframe stated or need a new PIN issued, you can request a temporary PIN by calling ComericaRetirement. Once on the website, select the Employee Stock Purchase Plan. You will be automatically redirected to the Shareworks Website, where you can select the Share Purchase and Holdings tab and then the Plan Enrollment and Contribution Changes link. The contributions will continue in the same amounts until you provide instructions, via ComericaRetirement, to increase, decrease or stop contributions. Employees who work in Canada and are paid international payroll: Complete the ESPP Enrollment/Change form and fax the completed form to Forms may be requested by contacting HR Administration Management or Comerica Corporate Benefits (Please note you will receive a ComericaRetirement Personal Identification Number (PIN) at your home mailing address, as reflected in the records of the Corporation, within 3 weeks of your date of hire. You will have access to the ComericaRetirement website to view your ESPP account and request transactions (other than payroll withholding)). The contributions will continue in the same amounts until you provide instructions, by completing another ESPP Enrollment/Change Form to increase, decrease or stop contributions. You should not elect to commence, increase, decrease or stop Payroll Withholding Contributions when you are in possession of material nonpublic information regarding the Corporation or during any blackout period Lump Sum Window Contributions: You can make a lump sum contribution (Other Permitted Contribution) to your ESPP account for the purchase of Comerica Incorporated stock during lump sum windows twice a year, typically in May and November. Lump sum contributions must be in the form of a check or money order made out to Comerica Bank. Please include your employee ID number on your check or money order. Checks and money orders should be sent to Comerica Corporate Benefits, P.O. Box , MC 6515, Dallas, TX , Attention "Employee Stock Purchase Plan". Each lump sum contribution window will typically last two weeks. Checks and money orders cannot be processed outside the designated lump sum window. Checks and money orders received after the end of the window period will be returned. Lump sum contribution dates typically are published in News on Line once the open window dates are available. The purchase of Comerica Incorporated stock with your lump sum contribution typically takes place approximately five business days following the close of the lump sum window. You should not make a lump sum contribution when you are in possession of material nonpublic information regarding the Corporation or during any blackout period applicable to you. Contributions Contribution Rate Participant contributions must be in whole or half percentages (e.g., 0.5 percent, 1 percent, 1.5 percent, 2 percent) of biweekly base pay, as defined under "Enrollment". Your contribution rate 3

4 will be applied against your total biweekly base pay, after taxes and all other deductions are made, to determine your contribution to the ESPP. If, after subtracting non-plan deductions (such as taxes, benefit plan contributions, 401(k) contributions, loan repayments and United Way contributions) from your total base pay, there is insufficient net pay to make the entire amount of the contribution you elected, the remaining pay will become your ESPP contribution amount. Changing Contributions You can increase or decrease your Payroll Withholding Contribution rate at any time through ComericaRetirement (if your work location is in the US and you are paid on US payroll) or by completing the ESPP Enrollment/Change Form (if your location is in Canada and you are paid on Canadian payroll). Your contribution rate will change on the next payday after your changes have been processed. Typically, it takes approximately two weeks to process instructions. However, you should not change your Payroll Withholding Contribution rate when you are in possession of material nonpublic information regarding the Corporation or during any blackout period applicable to you. Stopping Contributions You can stop your Payroll Withholding Contributions to the ESPP at any time by changing your contribution election to zero percent through ComericaRetirement (if your work location is in the US and you are paid on US payroll) or by completing the ESPP Enrollment/Change Form (if your location is in Canada and you are paid on Canadian payroll). Your contributions will stop on the next payday after your instruction to stop contributions has been processed. Typically, it takes approximately two weeks to process instructions. However, you should not stop your Payroll Withholding Contributions (or make any other contribution changes) when you are in possession of material nonpublic information regarding the Corporation or during any blackout period applicable to you. Service Award Contributions Beginning July 22, 2003, Service Awards paid in the form of the Corporation's shares were made through the ESPP. These discretionary awards, made in recognition of an employee's service to the Corporation, have been granted to certain employees meeting criteria determined by the Corporation at its discretion. An employee who was granted a Service Award in the form of Corporation shares would receive a Service Award Contribution to such employee s ESPP account. Effective January 1, 2009, Service Awards generally ceased to be made in the form of common stock. If, however, Service Awards are ever granted in the future in the form of common stock, they would be made through the ESPP. Please refer to the Service Recognition Policy for more information. Matching Contributions and Share Retention Contributions The Corporation will provide a 15 percent quarterly Matching Contribution on Payroll Withholding Contributions, Other Permitted Contributions, Service Awards and other permitted contributions to your account, provided that you have not taken any withdrawals during the quarter. The 15 percent quarterly Matching Contribution will not be made on annual contributions exceeding $25,000 or on Share Retention Contributions. In addition, following each year-end, a five percent Share Retention Contribution will be applied to Payroll Withholding Contributions, Other Permitted Contributions, Service Awards and other 4

5 permitted contributions made to your account during the first year of the preceding two plan year period. In order to be eligible for the Share Retention Contribution, you must still be an employee during and on the last day of the applicable two plan year period and have not taken any withdrawals from your account during the applicable two plan year period. If you elect to make a complete or partial withdrawal and/or you no longer are an employee during and on the last day of the two plan-year period with respect to which contributions were made, you will forfeit this contribution. For example: at the beginning of 2012, the Corporation will pay a five percent Share Retention Contribution on contributions made in Only participants who have not made any withdrawals in 2010 or 2011 and are employed on Dec. 31, 2011, will receive this five percent match. The five percent Share Retention Contribution will not be made on annual contributions exceeding $25,000 or on Matching Contributions. Notwithstanding the foregoing, if your employment terminates as a result of your eligible retirement, death or eligible disability during the applicable two plan year period, you will be eligible for a pro rata amount of the Share Retention Contribution based upon the number of days you were employed during the final plan year of employment, provided that you have not made any withdrawals during such two plan year period prior to your termination. In such event, the contribution will be paid as soon as practicable following your termination of employment. Matching Contributions and Share Retention Contributions are made in the form of cash and are subject to tax withholding when made. If you are an employee at the time of the contribution, the amount remaining after tax withholding will be used to purchase shares of Comerica Incorporated common stock for your ESPP account. Except as otherwise described above, such contributions and purchases will be made as soon as administratively practical after the end of each quarter or retention period, as applicable. If you have separated employment at the time of the contribution, the after tax amount will be distributed to you directly. Example - In July 2006, Mary began contributing $50 per month to the ESPP. She did not make any withdrawals until 2008 and remained a Comerica employee throughout that period. Because Mary did not make any withdrawals in 2006 (first plan year) or 2007 (second plan year), the $300 contributed in 2006 would be eligible for the 5 percent Share Retention Contribution paid as soon as administratively practical in In addition, because Mary did not make any withdrawals, she also received the 15 percent quarterly Matching Contribution throughout 2006 and Dividends Dividends for active employees will be reinvested and used to purchase shares of Comerica Incorporated common stock at the current market price, as described under the Share Purchase Price section, above. The additional shares purchased will be held in your ESPP account. If you have separated employment at the time the dividend posts to your account, the dividend will be held as cash in your ESPP account and will be paid out on a quarterly basis. Withdrawals Withdrawal requests are subject to one or more of the following fees depending on the type of transaction you request. Your request will be reduced by the dollar amount necessary to cover the fees (in the case of a cash distribution) or by the number of shares to be sold to cover the fees (in the case of a stock distribution). Fee Type Amount Transaction Fees $20.00 Limit Order Fee $10.00 Customer Service Assisted Fee $

6 Money Movement Fees ACH Fee $0.00 Check Fee $10.00 Domestic Wire Fee $20.00 International Wire Fee $40.00 Brokerage Fees $15.00 min/$.03 per share (over 500 DBAB Broker Commission shares) SEC fee $ [per share] DRS fee $10.00 Withdrawals During Employment During your employment, you can withdraw all or a portion of the balance of your ESPP account at any time by logging onto the ComericaRetirement website or by calling ComericaRetirement. To complete a withdrawal transaction, you will need to enter your transaction authorization code, which you should have received when you first became eligible for the ESPP. If you do not know your transaction authorization code, call ComericaRetirement for a temporary transaction authorization code. Withdrawals are processed as soon as administratively possible upon receipt of the withdrawal request. Checks generally will be mailed after the share settlement date, typically three business days after you requested the sale. Book entry transfers to a brokerage account normally will be completed within five to seven business days after processing your request for a withdrawal. If you request a withdrawal amount that is less than the value of ten shares, you automatically will receive cash. If you request a withdrawal amount that is equal to the value of ten or more shares, you may receive a distribution in the form of cash or shares of stock. If you request shares of stock and do not indicate a direct transfer to a brokerage account, your shares of stock will be issued in your name to the Direct Registration System (DRS) at Wells Fargo. You will receive a statement from Wells Fargo showing your holdings. If you would like stock certificates, you may request these from Wells Fargo after you have received you statement, however additional fees will apply. If you elect to withdraw shares of stock, the distribution from your account will be in whole shares, and the value of any fractional shares in your account will be distributed in cash. In general, shares will be registered in the name of the participant or beneficiary, as applicable. You may, however, at the time of withdrawal, request that the distributed shares be registered in another person s name. You should not cash out any stock when you are in possession of material nonpublic information regarding the Corporation or during any blackout period applicable to you. Any complete or partial withdrawals will impact your ability to receive the Matching Contribution and Share Retention Contributions, as explained in the Matching Contributions and Share Retention Contributions section. Withdrawals upon Termination of Employment You must withdraw the balance of your ESPP account within 90 days of the date when your employment with the Corporation ends. Upon your separation of employment a reminder letter to withdraw your ESPP balance will be mailed to your mailing address on file with the Plan. A withdrawal may be requested on the ComericaRetirement web site, 6

7 or may be requested by calling ComericaRetirement at Withdrawal requests made through a ComericaRetirement representative are subject to an additional fee. The withdrawal options for making withdrawals during employment also apply to withdrawals upon termination of employment, and are subject to the same forfeitures, except that if your employment terminates as a result of your eligible retirement, death or eligible disability during an applicable two plan year period, you will be eligible for a pro rata amount of the Share Retention Contribution based upon the number of days you were employed during the final plan year of employment, provided that you have not made any withdrawals during such two plan year period prior to your termination. In such event, the contribution will be made to your account as soon as practicable following your termination of employment. Annual Number of Shares You Can Purchase The number of shares (whole and fractional) that you can purchase during any year depends on how much you contribute and the stock price when purchases are made. The example below shows the number of shares that potentially could be acquired by an employee, based on an assumed purchase price of $30 per share. Example Purchasing Potential After-tax contribution each payday: $10 Annual after-tax contributions $260 ($10 x 26 paydays): Potential number of shares to be purchased ($260 / $30 per share): 8.66 shares to be purchased with 15 percent Matching Contribution match ($260 x.15 match = $39; $39 - $12.09 tax on match = $26.91*; $26.91 / $30):.897 TOTAL SHARES: 9.56 *Note: The amount of the 15 percent Matching Contribution was reduced by 31 percent to reflect assumed tax withholding. The example also assumes there is no dividend. Beneficiary Designation It is important that you designate a beneficiary to receive the balance of your account upon your death. You may change or update your beneficiary at any time. If you do not make a beneficiary designation, or if there are no alternate beneficiaries living or in existence at the date of your death, the Plan will, in its discretion, pay the balance of your account to your spouse or to your estate. To designate a beneficiary, complete the ESPP Beneficiary Designation Form, currently available on the ComericaRetirement website at Forms ESPP - ESPP Beneficiary Form. Completed forms should be submitted via fax to Comerica Incorporated, Human Resources - Corporate Benefits at (or to such other unit or person as designated by the Committee from time to time). A beneficiary form will be effective only if it is signed by the participant and submitted before the participant's death. The Corporation reserves the right to distribute the balance of a participant's account to his or her estate notwithstanding the designation of a beneficiary, if the Corporation is unable to locate the beneficiary, a dispute arises among beneficiaries or under any other circumstances the Corporation deems appropriate. 7

8 Commonly Asked Questions 1. What happens to my Payroll Withholding Contributions? Your Payroll Withholding Contributions will be used to purchase shares of Comerica Incorporated common stock at current market prices. The number of shares purchased will be allocated to your account. No interest will be paid on the contribution. 2. Can I make a lump sum contribution to my ESPP account? Lump sum windows, typically in May and November, give you the opportunity to contribute a fixed sum to purchase Comerica Incorporated stock for your ESPP account. However, you should not make a lump sum contribution (i.e., Other Permitted Contribution) while you are in possession of material nonpublic information regarding the Corporation or during any blackout period applicable to you. Please include the last four digits of your employee ID number on your check or money order and make it payable to Comerica Bank. Send your check or money order to Comerica Corporate Benefits, MC 6515, Employee Stock Purchase Plan, P.O. Box , Dallas, TX The Corporation cannot process checks or money orders received outside the lump sum window. 3. What happens to dividends paid on my account? Dividends for active employees will be reinvested and used to purchase shares of Comerica Incorporated common stock. If you have separated employment at the time the dividend posts to your account, the dividend will be held as cash in your account and will be paid out on a quarterly basis. Dividends paid on shares in your account will be reported to you each year on Form 1099-DIV. 4. How is my account activity reported to me? You can verify your account balance at any time by accessing ComericaRetirement. You also will receive a quarterly account statement. A confirmation will be mailed to you upon enrollment and after any contribution rate changes. 5. Can I increase or decrease my Payroll Withholding Contribution rate? Yes. You can increase or decrease your Payroll Withholding Contributions by accessing ComericaRetirement (if your work location is in the US and you are paid on US payroll) or by completing the ESPP Enrollment/Change Form (if your location is in Canada and you are paid on Canadian payroll) as often as you like. However, you should not change your contribution rate while you are in possession of material nonpublic information regarding the Corporation or during any blackout period applicable to you. Any increases or decreases must be in whole or half percentages (e.g., 0.5 percent, 1 percent, 1.5 percent, 2 percent) of your base pay. All changes will be effective on the next payday after your instructions have been processed. 6. Can I resume Payroll Withholding Contributions after I have stopped? Yes. If you have stopped contributing, you can resume your Payroll Withholding Contributions by accessing ComericaRetirement (if your work location is in the US and 8

9 you are paid on US payroll) or by completing the ESPP Enrollment/Change Form (if your location is in Canada and you are paid on Canadian payroll). Contributions will resume on the next payday after your instructions have been processed. 7. How can I request a withdrawal? Logon to ComericaRetirement at or call (888) You will need your special transaction authorization code/password (an extra layer of security that is required for transactions involving the withdrawal or sale of shares in your ESPP account), which you should have received when you first became eligible for the ESPP. If you do not have a transaction authorization code/password, contact (888) to have your code reset. Please note that withdrawal requests made through a ComericaRetirement representative are subject to additional fees. 8. When will I receive my withdrawal? Withdrawals will be processed as soon as administratively practical after your request is placed. 9. Will withdrawals be delayed due to dividend re-investments or match payments? No, all dividend re-investments and match payments will be invested in Comerica Incorporated stock at their normal time. A second distribution request will need to be submitted to receive those proceeds. Withdrawal fees will apply to both requests. 10. Are shares held in my ESPP account transferable? No. Your ESPP account is not transferable. So long as the shares are held in your account, you may not assign or transfer such shares to another person. You also may not use the interest in your account as security for a loan. Refer to the "Assignment of Rights under the Plan" section below for more information. 11. When I take a withdrawal of shares from my ESPP account, are they transferable then? Yes. When you withdraw shares from your ESPP account, you may designate another person (e.g., a child, spouse or even a non-family member) to receive the distributed shares immediately upon withdrawal, or you could transfer them later. Please be advised, however, that you will be responsible for any federal income tax, gift tax or any other tax consequences. In addition, there may be securities law restrictions. Refer to the "Resale of Shares" section below. You should consult your tax and securities law advisor before transferring shares. 12. What about leaves of absence? If you go on a paid leave of absence, your contributions will continue unless you choose to stop them. If you go on an unpaid leave of absence, your contributions will stop until you return from leave. 13. Does stock ownership involve risk? Yes, purchasing stock does involve risk. The shares may decrease or increase in value after you have purchased them, depending on the Corporation s performance, general business conditions, stock market trends and a variety of other factors. 14. When do my rights as a stockholder begin? 9

10 Your rights as a stockholder begin on the date the common stock is purchased for your account. You will be eligible to receive dividends and to vote at annual and special meetings of the Corporation s stockholders. 15. What are the tax consequences of purchasing stock? Because you are purchasing stock with after-tax dollars, you do not incur any taxes on the purchase of the shares. However, once you purchase stock, the dividends you receive are subject to tax. In addition, the amount of the Matching Contribution and Share Retention Contribution will be taxable income to you. The sale of your stock also may be taxable. For general information, see the Federal Income Tax Consequences section. If you have questions relating to your personal circumstances, contact a tax professional. 16. What if I have questions? If you have questions regarding how the ESPP works, contact ComericaRetirement at (888) These questions and answers describe key features of the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan. Other aspects of the ESPP are described on the following pages. The descriptions of the ESPP in this document are subject to the provisions of the ESPP, which is available on the Comerica Employee Knowledge Base at or from Corporate Human Resources. In the event of any inconsistency between the descriptions and the ESPP, the ESPP will govern. No oral representations by any officer, director or employee of the Corporation can alter the terms of the ESPP or confer or create a benefit under the ESPP. Additional Plan Information On November 15, 1996, the Compensation Committee (now the Governance, Compensation and Nominating Committee) of Comerica Incorporated approved the original ESPP. It has been amended from time to time thereafter. The shareholders approved and ratified the ESPP on May 18, It was further amended and restated on November 18, 2008, November 16, 2010 and November 15, The Governance, Compensation and Nominating Committee has the right to amend and/or restate the ESPP at any time or to terminate the ESPP. The ESPP shall continue indefinitely until terminated by the Governance, Compensation and Nominating Committee. The ESPP is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. The principal executive offices of the Corporation, sponsor of the ESPP, is Comerica Bank Tower, 1717 Main Street, Dallas, Texas Stock to be Offered The shares purchased for accounts under the ESPP are shares of Comerica Incorporated, par value $5 per share, which can be purchased either on the open market or directly from the Corporation. Administration of the Plan 10

11 The ESPP provides that the board or (unless the Board of Directors designates another committee) the Governance, Compensation and Nominating Committee shall administer the ESPP. The ESPP further provides that the Committee may delegate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including, without limitation, the plan administrator. The Governance, Compensation and Nominating Committee has delegated the oversight of employee benefit plans sponsored by the Corporation, such as the ESPP, to the Benefits Committee (the Committee ). The board reserves the right, which may be exercised at any time, to designate another committee, entity or individual to administer the ESPP. In addition, the Governance, Compensation and Nominating Committee reserves the right to rescind delegation to the Committee and may instead handle such administration itself or delegate it to any other person or persons selected by it. Unless determined otherwise by the board or the Committee, a separate plan administrator generally handles day-to-day administration of the ESPP. Unless determined otherwise by the board or the Committee, the plan administrator is the Chief Human Resources Officer (or, if no individual is the Chief Human Resources Officer, then the designated acting Chief Human Resources Officer). Currently, the Committee acts as the administrator of the ESPP; makes administrative and procedural decisions regarding the ESPP; adopts rules and regulations concerning the operation of the ESPP; and decides questions of interpretation and construction regarding the ESPP and the terms of employee participation in the ESPP. The plan administrator handles the day-to-day administration of the ESPP. The Committee has appointed Deutsche Bank to serve as custodian of assets held under the ESPP and Great West Retirement Services (working through Solium Capital) to provide recordkeeping services for the ESPP. They receive contributions, purchase shares, allocate shares to accounts, process withdrawals and provide statements to participants. The custodian and record-keeper serve on behalf of the Committee and may be replaced if and when the Committee determines such action to be appropriate. Additional information concerning the ESPP and its administrators may be obtained from the Director of Benefits, Comerica Incorporated, Comerica Bank Tower at 1717 Main Street, MC 6515, Dallas TX 75201, (214) Costs of Operation The Corporation reserves the right to effect share purchases under the ESPP through affiliates and entities with which it has a material relationship, including Comerica Securities, Inc. In such an event, Comerica Securities, Inc. (or, if applicable, the other entity) would be paid normal brokerage commissions. Otherwise, no fees, commissions or other charges will be paid to the Corporation, any of its affiliates or any person having a material relationship with the Corporation or any of its affiliates in connection with purchases of shares under the ESPP. Assignment of Rights under the Plan The ESPP provides that an employee s account balance is not transferable except by will or the laws of intestacy. However, similar to other savings accounts, an employee s creditors may have the right, in accordance with applicable law, to impose a lien on the funds or stock in the employee s ESPP account to satisfy such creditors claims. Please note that once shares are withdrawn from an account, such shares may be transferred. 11

12 Federal Income Tax Consequences The examples in this section are for illustration purposes only and do not constitute a substitute for individual tax advice. Since each employee s situation may differ, participants in the ESPP are urged to discuss their individual tax situations with a qualified tax advisor. The ESPP is not qualified under Section 401 of the Internal Revenue Code of 1986, amended (the "Code"), nor is the ESPP qualified as an employee stock purchase plan under Section 423 of the Code. No taxable event occurs when an employee enrolls as a participant in the ESPP, when an employee purchases shares of common stock pursuant to the ESPP or when an employee receives shares of common stock upon distribution. However, the money withheld from an employee s paycheck that is used to make contributions to the ESPP is contributed on an aftertax basis. Accordingly, the employee's other base pay already will have been reduced to cover the applicable tax withholding on such contributions. If the employee has insufficient funds from which to satisfy the applicable tax withholding, the employee s contribution to the ESPP will be reduced to the extent necessary to satisfy the applicable tax withholding. Dividends paid after the shares are purchased are taxable income to the employee and subject to tax in the year received. Under current federal income tax law, dividends are generally taxed at a maximum federal income tax rate of 15%, provided that (i) the stock is held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date (i.e the first date following the declaration date on which a purchaser of shares will not be entitled to a dividend on such shares) with respect to the dividend in question and (ii) the holder is not under an obligation (whether pursuant to a short sale or otherwise) to make payments related to the dividend with respect to positions in substantially similar or related property. If an individual elects to treat a dividend that is otherwise eligible for a reduced rate of tax as investment income for purposes of calculating deductible investment interest, the dividend will not be eligible for reduced rates. The Matching Contribution and the Share Retention Contribution are taxable to the employee, at ordinary income tax rates, in the year made. The Corporation will be entitled to deduct an amount equal to the Corporation s Matching Contributions and Share Retention Contributions in the year such contributions are made to the ESPP. In addition, the Corporation may receive a deduction for dividends paid on its shares. If the employee sells the stock purchased through the ESPP, any difference between the cost of such shares and the sale price will be capital gains or losses for income tax purposes. See examples below. Under current tax law, the highest federal income tax rate on net long-term capital gains is 15 percent. Net short-term capital gains are taxed at the same rate as your ordinary income. Capital losses are allowed in full to offset capital gains. In addition, excess capital losses are allowed to offset up to $3,000 (or, for married couples filing separately, $1,500) of ordinary income. Under current tax law there is no withholding of amounts for income tax purposes upon the sale of shares or for dividends paid to U.S. persons unless backup withholding applies.. The examples in the following section involve tax laws and regulations, which are complex and subject to change. Illustration of Application of Federal Tax Rules The following examples illustrate the federal tax rules in effect as of the current date. For federal income tax purposes, "market value" is the average of the high and low prices of a share of 12

13 common stock on the day for which market value is determined. For illustration purposes, stock prices in all examples are assumed stock prices. Assume an employee purchases stock through the ESPP, sells the stock at a gain after more than one year from the purchase date, and has no other capital gains and losses for the year: Example A Sale of stock at a gain held more than one year: Purchase price (June 30, 2010): $46.50 Sale price (July 1, 2012): $53.50 Long-term capital gain ($ $46.50): $ 7.00 For stock held more than one year, the amount by which the sale price exceeds the purchase price is taxed as long-term capital gain at the long-term capital gains rate of 15 percent. Alternatively, assume an employee purchases stock through the ESPP, sells it at a gain within one year of the purchase date and has no other capital gains or losses for the year. Example B Sale of stock at a gain within one year of purchase: Purchase price (June 30, 2011): $46.50 Sale price (on or before June 30, 2012): $48.50 Short-term capital gain ($ $46.50): $ 2.00 Since the employee sold the stock held for not more than one year, the excess of the sale price over the purchase price is a short-term capital gain. Short-term capital gains, generally speaking (unless netted against other capital losses), are taxed the same as items of ordinary income. Suppose instead that the employee purchases stock through the ESPP and sells the stock for less than the amount that was paid for the stock after holding the stock for the respective time periods shown in examples C and D: Example C Sale of stock at a price less than the purchase price within one year: Purchase price (June 30, 2011): $46.50 Sale price (on or before June 30, 2012): $43.50 Short-term capital loss ($ $43.50): ($ 3.00) Example D Sale of stock held more than one year at a price less than the purchase price: Purchase price (June 30, 2011): $46.50 Sale price (July 1, 2012): $38.50 Long-term capital loss ($ $38.50): ($ 8.00) 13

14 In example C, the excess of the purchase price over the sale price (i.e., $3.00) produces a shortterm capital loss. In example D, the excess of the purchase price over the sale price (i.e., $8.00) produces a long-term capital loss. If a taxpayer has more than one capital gain or loss transaction in any year, the capital gains and losses in each respective holding period category (i.e., short-term and long-term) are first netted together and then netted against each other. If a taxpayer has short-term and/or long-term capital losses as well as long-term capital gains subject to different tax rates, then the capital losses are used to offset the long-term capital gains that are subject to the highest tax first. If after netting and offsets are completed a net capital loss remains, this net capital loss may be used to offset ordinary income, but only up to $3,000 (or, for married couples filing separately, $1,500) per taxable year (or the amount of the excess net capital loss, if less). Any excess net capital loss may then be carried forward to offset capital gains or to be deducted from ordinary income (up to the applicable limitations) in subsequent years. If, however, the sale of stock at a loss by the employee in examples C and D were the only capital loss transactions by that employee during the year, the taxpayer could use the capital loss to offset ordinary income up to $3,000 (or, for married couples filing separately, $1,500) per year (or the amount of the capital loss, if lesser), with the balance of the capital loss, if any, carried forward to offset capital gains or to be deducted from ordinary income (up to the applicable limitations) in subsequent years. Effect of Corporate Reorganization If shares of the Corporation are acquired for cash in connection with a corporate reorganization, proceeds received from the disposition of shares held in ESPP accounts will be paid to participants in cash. If the Corporation is a party to a corporate reorganization involving an exchange of shares, shares received by the ESPP in exchange for shares surrendered will continue to be held in participants ESPP accounts. Resale of Shares While the ESPP does not impose restrictions on the resale of the shares of common stock purchased by an employee pursuant to the ESPP, Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and Sections 10(b) and 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") may impose limitations on certain employees with respect to any such resale. Rule 144 defines an "affiliate" of an issuer to be a person that directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with, such issuer. Employees who are affiliates of the Corporation at the time of their proposed resale of stock acquired under the ESPP may be required to sell such shares in accordance with Rule 144 which, in general, restricts the number of such shares that may be sold and the manner of sale, and requires the filing of notice of certain proposed sales with the Securities and Exchange Commission and the New York Stock Exchange. Section 16(b) of the Exchange Act provides, in effect, that any profit realized by any director or executive officer of the Corporation from any purchase and sale, or any sale and purchase, of common stock within any period of less than six months shall belong to, and be recoverable by, the Corporation. The liability of an executive officer or director for such so-called "short-swing profits" arises irrespective of his intentions in making such sale or purchase. Under present rules of the Securities and Exchange Commission, purchases of stock under the ESPP are exempt from the short-swing profit provisions of Section 16(b). However, sales of stock acquired pursuant to the ESPP are matchable "sales" for Section 16(b) purposes. 14

15 Therefore, if you are an executive officer subject to Section 16(b), you must consider the Section 16(b) consequences before you elect to receive a distribution from the ESPP in the form of cash as opposed to shares. Rule 10b-5 of the Exchange Act and the Corporation s corporate policies prohibit all employees with access to material non-public information regarding the Corporation from trading the Corporation s common stock while in the possession of such material non-public information. In addition, under current corporate policy, officers of the Corporation designated at the pay grade of BE2 (or an equivalent broad band pay grade) or higher can only sell the Corporation s common stock during quarterly trading periods that begin 48 hours after the public release of financial results for the previous quarter and continue for a period of 30 business days. Furthermore, all officers and employees are prohibited from selling the Corporation s common stock when they are aware of material, non-public information regarding the Corporation or during any blackout period applicable to them. Blackout periods may be imposed by the Corporation whenever appropriate. Additional Available Information Comerica Incorporated is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information filed with the Securities and Exchange Commission may be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission at the Public Reference Room of the Securities and Exchange Commission, 100 F. Street N.E., Washington, D.C In addition, the Securities and Exchange Commission maintains a web site at that contains electronically filed reports, proxy and other information regarding the Corporation and other registrants that file electronically. Paper copies of such materials can be obtained from the Public Reference Room of the Securities and Exchange Commission at 100 F. Street N.E., Washington, D.C , at prescribed rates. Reports, proxy statements and other information filed by the Corporation also may be inspected at the offices of the New York Stock Exchange, 20 Broad St., New York, NY Updating information covered by this prospectus may be accomplished by means of an appendix, or by amending and restating this prospectus. The Corporation will: Provide individuals who have already received copies of the prospectus with a copy of the current appendix or the most recent amended and restated prospectus, as applicable; Furnish an additional copy of the most recent prospectus or current appendix, if applicable, to any ESPP participant upon request; and Supply new ESPP participants with a copy of the most recent prospectus and the current appendix, if applicable Copies of this prospectus and the current appendix, if any, will be delivered to each employee eligible to participate in the ESPP as of the date of this prospectus. In addition, copies of all future reports, proxy statements and other communications distributed to the stockholders of the Corporation generally will be sent to each employee who participates in the ESPP. The Corporation has filed with the Securities and Exchange Commission three registration statements on Form S-8 under the Securities Act with respect to the securities offered by this prospectus: (1) Registration Statement No dated April 4, 1997; (2) Registration Statement No dated October 18, 2000, as amended by a post-effective amendment dated August 14, 2003; and (3) Registration Statement No dated August 14,

16 This prospectus does not contain all of the information set forth in the registration statements, as certain parts are omitted in accordance with the rules and regulations of the Securities and Exchange Commission. For further information pertaining to the securities offered hereby and to Comerica Incorporated, reference is made to the registration statements, including the exhibits incorporated therein by reference or filed as a part thereof. Incorporation of Documents by Reference This prospectus incorporates by reference documents, which are not presented in this prospectus or delivered with this prospectus. All such documents incorporated into this prospectus by reference, as well as all other documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act (not including exhibits to such documents, unless such exhibits are specifically incorporated by reference into the documents or portions thereof), are available without charge, upon written or oral request, from Corporate Legal, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, (214) The following documents filed by Comerica Incorporated with the Securities and Exchange Commission are incorporated by reference in, and made a part of, this Section 10(a) prospectus: Annual report on Form 10-K for the year ended December 31, 2010; Quarterly reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011; Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 8, 2011; November 1, 2011; September 26, 2011; August 26, 2011; August 3, 2011; July 27, 2011; July 14, 2011; May 2, 2011 (as amended on July 27, 2011); January 27, 2011; January 21, 2011 and January 18, 2011 (first filing) (other than the portions of those documents not deemed to be filed); All other reports, if any, filed by the Corporation pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31, 2010; and The description of Comerica Incorporated common stock, par value $5.00 per share, set forth in the Corporation s Registration Statement on Form S-4 filed February 11, 2011 (Commission File Number ) and any amendments, reports or other filings filed with the Securities and Exchange Commission for the purpose of updating that description. In addition, all documents the Corporation files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act while the registration statements continue to be effective are deemed to be incorporated by reference in the registration statements and in this prospectus, and to be part of this prospectus, as and when they are filed Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part thereof. No person has been authorized by Comerica Incorporated to give any information or to make any representations, other than those contained or incorporated by reference in this prospectus, in connection with the offer contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by Comerica Incorporated. This prospectus is not an offer to sell, or a solicitation of an offer to buy, in any state in which it is unlawful to make such an offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Comerica Incorporated since the date hereof. 16