AMENDED AND RESTATED COMERICA INCORPORATED
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

TABLE OF CONTENTS

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AMENDED AND RESTATED COMERICA INCORPORATED
NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

(EFFECTIVE DECEMBER 31, 2008)

SECTION I
PURPOSE

The purpose of the Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (the “Plan”) is to allow Eligible Directors to defer their Director Fees, under the conditions provided herein, into an Investment Fund Unit Account.  Eligible directors of the Corporation, directors of any Subsidiary or directors of any Advisory Board may defer all or any portion of their Director Fees into an Investment Fund Unit Account, as requested by such director.

The Plan was originally established as the “Comerica Incorporated Plan for Deferring the Payment of Director’s Fees.”  In 1997, such plan was amended and restated as the “Comerica Incorporated Director Fee Deferral Plan.”  Then on May 21, 1999, the plan was divided into two plans, one of which became the “Comerica Incorporated 1999 Discretionary Director Fee Deferral Plan,” and which was subsequently amended and restated on November 26, 2002 as the “Comerica Incorporated Director Fee Deferral Plan,” and on January 27, 2004 as the “Comerica Incorporated Non-Employee Director Fee Deferral Plan”.(1)  Subsequently, on November 18, 2008, the Plan was amended and restated, effective December 31, 2008, to accurately reflect its administration and to comply with the requirements of Code Section 409A.

SECTION II
DEFINITIONS

The following words and phrases, wherever capitalized, shall have the following meanings respectively:

A.                      “Advisory Board” means a special board of directors appointed to advise a Subsidiary or unit of the Corporation.

B.                        “Aggregated Plan” means all agreements methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.

(1) The second plan which resulted from the division was named the “Comerica Incorporated 1999 Common Stock Director Fee Deferral Plan,” which was amended and restated on November 26, 2002 as the “Comerica Incorporated Common Stock Director Fee Deferral Plan” and was further amended and restated on January 27, 2004 as the “Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan” and again amended and restated, effective November 18, 2008.

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C.                        “Beneficiary(ies)” means such individual(s) or entity(ies) designated on the most recent valid Beneficiary Designation Form that the Participant has properly submitted to the Corporation or in accordance with Section VII of this Plan, if there is no valid Beneficiary designation.

D.                       “Beneficiary Designation Form” is the form used to designate the Participant’s Beneficiary(ies), as modified by the Plan Administrator or the Committee from time to time.

E.                         “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

F.                         “Committee” means the Governance, Compensation and Nominating Committee of the Board of Directors of the Corporation, or any successor committee duly authorized by the Board of Directors of the Corporation.

G.                        “Corporation” means Comerica Incorporated, a Delaware corporation, and its successors and assigns.

H.                       “Deferral Election Form” is the form used to defer the payment of unearned Director Fees timely submitted by a Participant, as modified by the Plan Administrator or the Committee from time to time.

I.                            “Director Fees” means the fees paid in connection with the performance of duties as an Eligible Director, including attendance fees, retainer fees and fees for serving as chair or vice-chair of any committee of the board of the Corporation or its Subsidiaries or an Advisory Board.

J.                           “Eligible Director” means a director of the Corporation, a Subsidiary or Advisory Board who is not an employee of the Corporation or any Subsidiary.

K.                       “Investment Fund Unit” means a unit equivalent to a fund share that is maintained for the benefit of a Participant in an Investment Fund Unit Account of such Participant.

L.                         “Investment Fund Unit Account” means an account established under Section V of this Plan, solely for bookkeeping purposes, in the name of each Participant to record those Director Fees that have been deferred to such account and the earnings thereon.

M.                    “Participant” means an Eligible Director for whom an Investment Fund Unit Account is maintained under the Plan.

N.                       “Plan” means the Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan, the provisions of which are set forth herein, as it may be further amended and restated from time to time.

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O.                       “Plan Administrator” means one or more individuals appointed by the Committee to handle the day-to-day administration of the Plan.

P.                         “Regulations” means the Treasury Regulations promulgated under the Code.

Q.                       “Retirement” means the date of the next annual shareholder’s meeting of the Corporation immediately following the Director’s 70th birthday.

R.                        “Subsidiary” means any corporation, partnership or other entity, a majority of whose stock or interests is or are owned by the Corporation.

S.                         “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  This definition shall be construed in a manner that is consistent with Code Section 409A and the Regulations promulgated thereunder.

SECTION III
ELIGIBILITY

Each Eligible Director shall be eligible to participate in the Plan.

SECTION IV
PROCEDURES RELATING TO DEFERRALS

A.                                  Deferral of Director Fees .  Eligible Directors may defer any portion (0% - 100%) of their Director Fees under this Plan.

1.                                        Deferral Period . Director Fees may be deferred pursuant to this Section IV(A) for the period specified by the Eligible Director or Participant in a Deferral Election Form.  The minimum deferral period for Director Fees deferred pursuant to this Section IV(A) shall be the lesser of the number of years remaining before Retirement, as defined in Section II(R), or five (5) years from the date of service for which the Director Fees became payable, notwithstanding the deferral election under this Plan.  With respect to a Director whose service commences during a calendar year, the deferral period with respect to Director Fees earned during such year shall include the full calendar year in which his or her services commence.

2.                                        Deferred Director Fees .  Once Director Fees are deferred under this Plan, the Participant may not receive distributions of such deferred amounts, except in accordance with Section VI of this Plan.

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B.                                      Deferral Procedures .  Any Eligible Director wishing to defer Director Fees must submit a Deferral Election Form to Human Resources, Compensation, Comerica Bank Tower, 1717 Main Street, MC 6515, Dallas, Texas 75201 or to such other unit or person as designated by the Committee from time to time, within the time frame permitted by the Plan Administrator, which shall in no event be later than the last business date preceding the calendar year during which the Director Fees are to be earned.  However, any newly-appointed or newly-elected director may submit a Deferral Election Form with respect to unearned Director Fees within thirty (30) days of his or her appointment or election.  A deferral election pursuant to this Plan may cover all or a portion (0% - 100%) of the Director Fees which may be deferred, and shall designate into which investment fund and in what proportions the Director Fees should be recorded.

In the event a Participant does not indicate an appropriate minimum deferral period in a Deferral Election Form, such Participant’s applicable Director Fees shall be deferred for a period of five (5) years from the date of service for which the Director Fees became payable, notwithstanding the deferral election under this Plan.  If a Participant does not indicate the method of deferral, such Director Fees shall be paid out in a single lump sum at the end of the deferral period.

C.                        Modifications/Irrevocability .  The Participant’s deferral election shall remain in effect with respect to all unearned Director Fees unless the Participant modifies such election prior to the date on which the election becomes irrevocable with respect to such fees. Except to the extent expressly provided under the Plan or permitted under Code Section 409A and the Regulations promulgated thereunder, the provisions of the Deferral Election Form relating to an election to defer Director Fees and the selection of the deferral period and manner of payment of the deferrals shall be irrevocable as of the last date on which such Deferral Election Form may be submitted in accordance with Article IV(B).  If a director has submitted a Deferral Election Form relating to Director Fees to be earned in the future, he or she may modify or cancel such election by submitting a new Deferral Election Form at any time prior to the date on which such election is irrevocable with respect to such fees.

D.                                     Subsequent Elections .  A Director is not permitted to make a subsequent election with respect to the timing or form of payment of any Director Fees deferred under this Plan pursuant to a Deferral Election Form that has become irrevocable in accordance with Article IV(C)above.

SECTION V
CREDITING AND ADJUSTING ACCOUNTS

A.                                    Value of Investment Fund Unit Account .  Director Fees which have been deferred under this Plan, and deemed earnings thereon, shall be credited to Investment Fund Unit Accounts created by and recorded on the books of the Corporation from time to time.  Each Investment Fund Unit Account shall be adjusted as follows:

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1.                                        Each Participant’s Investment Fund Unit Account shall be deemed to be invested in one or more of the investment funds offered for investment and designated by such Participant in the manner determined by the Plan Administrator.  In the event the Corporation purchases investment fund shares on the open market that may be used for meeting its obligations to provide benefits under this Plan, whether such shares are held in a rabbi trust established in the Corporation’s sole and absolute discretion for its own benefit to fund the Corporation’s obligations under this Plan or otherwise held in the Corporation’s own name or for its own account (as general assets of the Corporation), the purchase price for Investment Fund Units shall be the actual price of the corresponding shares purchased by the Corporation on the open market, provided such purchase(s) occurs within forty (40) business days of the date the Director Fees would have otherwise been paid to the director had they not been deferred.  The Investment Fund Unit Accounts of Participants deferring fees from the same annual retainer payment or the same meeting will be credited on the same basis (e.g., by averaging prices) if investment fund shares are purchased on different days.  No Participant shall have any right to vote any shares of the investment funds held in the rabbi trust or otherwise owned by the Corporation in respect of its obligations hereunder.

In the event that the Corporation has not purchased shares on the open market that may be used for meeting its obligations to provide benefits under this Plan, the purchase price for Investment Fund Units under this Plan shall be based upon the closing price for the corresponding investment fund shares on the exchange on which the relevant investment fund is listed or the market on which such investment fund is traded on the day that the Director Fees would have otherwise been paid to the Participant had they not been deferred.

2.                                        A Participant’s Investment Fund Unit Account shall be charged each business day with any distributions made on such day.  Such Investment Fund Unit Account shall also be credited with deemed earnings, gains and losses each business day, using the closing price for the designated investment fund on the exchange on which such investment fund is listed or the market on which such investment fund is traded as of the most recent prior trading day.  Dividends shall be deemed to be reinvested in like investment funds and shall be credited at the time actual dividends are paid, with the number of Investment Fund Units attributable to a dividend being calculated by dividing the dollar amount of the dividend by the closing price of a share of the designated investment fund on the dividend payment date; provided that if the Corporation, in its sole and absolute discretion, has established a rabbi trust for its own benefit to fund the Corporation’s obligations under this Plan, or otherwise purchased shares to be held in its own name, or for its own account (as general assets of the Corporation), that may be used for meeting its obligations to provide benefits under this Plan, then dividends shall be credited based on the purchase price(s) for the investment fund shares, as determined under Section V.A.1. above.  Finally, a Participant’s Investment Fund Unit Account shall be credited with the amount, if any, of Director Fees deferred and designated to be credited to such

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account during each quarter, or on a more frequent basis if deemed appropriate by the