8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2010

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-10706	38-1998421
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Comerica Bank Tower

1717 Main Street, MC 6404

Dallas, Texas  75201

(Address of principal executive offices)   (zip code)

(214) 462-6831

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE.

Comerica Incorporated will hold its 2010 annual meeting of shareholders on Tuesday, April 27, 2010, in Dallas, Texas.  As part of that meeting, Ralph W. Babb, Jr., Chairman, President and Chief Executive Officer, will make a presentation.   A copy of the presentation slides, which will be discussed at the meeting, is attached hereto as Exhibit 99.1.  A copy of remarks relating to the presentation slides is attached hereto as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1	2010 Annual Shareholders’ Meeting Presentation Slides
99.2	2010 Annual Shareholders’ Meeting Presentation Slide Remarks

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMERICA INCORPORATED
	By:	/s/ Jon W. Bilstrom
	Name:	Jon W. Bilstrom
	Title:	Executive Vice President-Governance, Regulatory Relations and Legal Affairs, and Secretary
Date: April 27, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	2010 Annual Shareholders’ Meeting Presentation Slides
99.2	2010 Annual Shareholders’ Meeting Presentation Slide Remarks

EX-99.1

Exhibit 99.1

Comerica Bank Tower Dallas, Texas April 27, 2010 Comerica Incorporated Annual Meeting of Shareholders

 Call to Order 2010 Annual Meeting of Shareholders

 Opening Remarks and Introductions 2010 Annual Meeting of Shareholders

 Proposal I Election of Three Class II Directors 2010 Annual Meeting of Shareholders

 Proposal II Ratification of the Appointment of Ernst & Young LLP as Independent Auditors 2010 Annual Meeting of Shareholders

 Proposal III Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation 2010 Annual Meeting of Shareholders

 Proposal IV Approval of the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, as Further Amended 2010 Annual Meeting of Shareholders

 Proposal V Approval of Amendments to the Certificate of Incorporation to Eliminate the Classified Structure of the Board of Directors 2010 Annual Meeting of Shareholders

 Proposal VI Shareholder Proposal - Requesting That the Board of Directors Take Steps to Eliminate Shareholder Supermajority Voting Provisions 2010 Annual Meeting of Shareholders

 Proposal VII Shareholder Proposal - Requesting That the Board of Directors Adopt a Policy to Consider Seeking Recoupment of Executive Compensation Awards 2010 Annual Meeting of Shareholders

 Proposal VIII Shareholder Proposal - Requesting That the Board of Directors’ Executive Compensation Committee Adopt a Pay for Superior Performance Principle 2010 Annual Meeting of Shareholders

 Polls Open for Voting 2010 Annual Meeting of Shareholders

 Polls Closed 2010 Annual Meeting of Shareholders

 Voting Results 2010 Annual Meeting of Shareholders

 Adjournment 2010 Annual Meeting of Shareholders

 Safe Harbor Statement Any statements in these materials that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend," "objective" and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of Comerica’s management based on information known to Comerica’s management as of the date of these materials and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Comerica’s management for future or past operations, products or services, and forecasts of Comerica’s revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries, estimates of credit trends and global stability. Such statements reflect the view of Comerica’s management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Comerica’s actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are further economic downturns, changes in the pace of an economic recovery and related changes in employment levels, changes in real estate values, fuel prices, energy costs or other events that could affect customer income levels or general economic conditions, changes related to the headquarters relocation or to its underlying assumptions, the effects of recently enacted legislation, actions taken by or proposed by the U.S. Department of Treasury, the Board of Governors of the Federal Reserve System, the Texas Department of Banking and the Federal Deposit Insurance Corporation, legislation enacted in the future, and the impact and expiration of such legislation and regulatory actions, the effects of war and other armed conflicts or acts of terrorism, the effects of natural disasters including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods, the disruption of private or public utilities, the implementation of Comerica’s strategies and business models, management’s ability to maintain and expand customer relationships, changes in customer borrowing, repayment, investment and deposit practices, management’s ability to retain key officers and employees, changes in the accounting treatment of any particular item, the impact of regulatory examinations, declines or other changes in the businesses or industries in which Comerica has a concentration of loans, including, but not limited to, the automotive production industry and the real estate business lines, the anticipated performance of any new banking centers, the entry of new competitors in Comerica’s markets, changes in the level of fee income, changes in applicable laws and regulations, including those concerning taxes, banking, securities and insurance, changes in trade, monetary and fiscal policies, including the interest rate policies of the Board of Governors of the Federal Reserve System, fluctuations in inflation or interest rates, changes in general economic, political or industry conditions and related credit and market conditions, the interdependence of financial service companies and adverse conditions in the stock market. Comerica cautions that the foregoing list of factors is not exclusive. For discussion of factors that may cause actual results to differ from expectations, please refer to our filings with the Securities and Exchange Commission. In particular, please refer to “Item 1A. Risk Factors” beginning on page 11 of Comerica’s Annual Report on Form 10-K for the year ended December 31, 2009. Forward-looking statements speak only as of the date they are made. Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in these materials or in any documents, Comerica claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. 2010 Annual Meeting of Shareholders

 Chairman and Chief Executive Officer’s Presentation 2010 Annual Meeting of Shareholders

Strategy: Staying on Course 2009 and First Quarter 2010 Financial Results Peer Comparisons Other Topics Full Redemption of Preferred Stock Issued to U.S. Treasury under its Capital Purchase Program Executive Compensation Community, Diversity & Sustainability Questions and Answers Overview

Consistent Strategy Built on Skill

Established: 1988 Largest bank with corporate headquarters in TX Average deposits up 16% since FY07 National Specialty groups include: Heavy Equipment Energy Ranked #2 in the US by State GDP1 More Fortune 500 headquarters than any other state Diverse economy Unemployment 8.2% as of 3/31/102 Home prices relatively stable3 1Source: Bureau of Economic Analysis 2Source: Bureau of Labor Statistics 3FHFA Purchase Only Home Price Index Texas Market: Prepared for Growth TX Banking Centers and Period Avg Deposits ($Bn) 61 68 79 87 90 0 10 20 30 40 50 60 70 80 90 2005 2006 2007 2008 2009 $2 $3 $4 $5 TX Banking Centers Deposits

California ranked #1 in the US by State GDP1 Seeing signs of stability in home prices Comerica California Economic Activity Index up 11% from cycle low Established: 1991 31% of Comerica’s loans2 28% of Comerica’s deposits2 Average Deposits up 11% since FY05 National Specialty groups include: Technology and Life Sciences Entertainment Financial Services Division 1Source: Bureau of Economic Analysis 22009 Full-Year Average Western Market: Positioned for Recovery Western Banking Centers and Period Avg Deposits excl. FSD ($Bn) 61 75 91 108 114 0 20 40 60 80 100 120 2005 2006 2007 2008 2009 $6 $7 $8 $9 $10 Western Banking Centers Deposits

Established: 1849 #1 in deposit market share1 37% of Comerica loans2 Full-Year 2009 NCO rate of 2.07% despite economic backdrop National Specialty groups include: National Dealer Services Health Care Waste Management Unemployment continues to exert economic pressure Major automotive restructuring continues Comerica Michigan Business Activity Index up 18% from cycle low 1Source: FDIC 22009 Full-Year Average 65% Decrease Michigan Market: Performance through Economic Headwinds Automotive Mfg Outstandings ($Bn) $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 Dec '05 Dec '06 Dec '07 Dec '08 Dec '09

Financial Results 7.99% 12.46% $1,649 $1,050 $1,083 2.72% $1,567 ($0.77) ($117) $134 $17 FY09 7.21% 10.66% $1,751 $893 $686 3.02% $1,815 $1.29 $196 $17 $213 FY08 10.40%2 Tier 1 capital ratio $(71) Net income (loss) applicable to common stock $1231 Preferred stock dividends to U.S. Treasury $404 Noninterest expenses 9.68% Tangible common equity ratio3 $194 Noninterest income $175 Provision for loan losses 3.18% Net interest margin $415 Net interest income $(0.46) Diluted earnings (loss) per common share $52 Net income (loss) 1Q10 $ in millions, except per share data 1Included noncash charges of $99 million related to preferred stock issued to the U.S. Treasury under the Capital Purchase Program (TARP), which was fully redeemed during the quarter 2 Estimated 3 See Supplemental Financial Data slide for reconciliation of non-GAAP financial measures

Loan Growth Post-Recession 12-Mo. Real GDP Growth v. C&I Loan Growth for Industry -20% -15% -10% -5% 0% 5% 10% 15% 20% 1981Q1 1985Q1 1989Q1 1993Q1 1997Q1 2001Q1 2005Q1 2009Q1 Trailing 12-Mo. % Change Real GDP Growth C&I 12-Mo. Constant $ 

Loan Decline Slowing Average Loan Outstandings Average Change in Loan Outstandings (217) $1.4B decline in average loans in 1Q10 compared to 4Q09 1Q10 Comerica new and renewed lending activity: $6.0B Middle market & small businesses working capital needs should increase with GDP TX & CA expected to benefit from population growth & diverse economies Auto Dealer floorplan financing expected to increase as sales pickup Average balances in $ millions $30,000 $35,000 $40,000 $45,000 3Q09 4Q09 Jan '10 Feb '10 Mar '10 (2,866) (2,029) (846) (357) ($3,000) ($2,000) ($1,000) $0

Growing Core Deposits Average Noninterest-Bearing Deposits $ in billions; 1Q10 vs 4Q09 1Core deposits exclude Institutional CDs, Retail Brokered CDs and foreign office time deposits 2009 average core deposits1 of $35.3 billion grew $973MM or 3% 2009 average noninterest-bearing deposits grew $2.3 billion or 21% compared to 2008 Q1 Total avg. core deposits1 of $37.2B, a $494MM increase Investing in deposit rich segments: Small Business Financial Services Division (FSD) Health Care Wealth Management Municipalities Investing in deposit rich products: Government Card Programs Remote Deposit Capture $3 $6 $9 $12 $15 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10

Credit Quality Source: SNL Financial NPA: Nonperforming Assets; OREO: Other Real Estate Owned; NCO: Net Charge-offs Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION NCOs / Average Loans Reserves / NPAs NPAs / Total Assets NPAs / Loans + OREO Comerica Peer Median 1.0% 1.7% 1.7% 2.5% 3.2% 2.9% 1.3% 1.7% 2.1% 2.1% 2.1% 0.00% 1.00% 2.00% 3.00% 4.00% 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 79% 55% 59% 64% 68% 85% 72% 76% 73% 76% 78% 0% 20% 40% 60% 80% 100% 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 1.5% 4.2% 3.9% 2.9% 2.1% 1.5% 1.6% 2.2% 1.9% 2.2% 2.2% 0% 1% 2% 3% 4% 5% 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 6.2% 5.5% 4.2% 3.0% 2.1% 1.9% 2.2% 2.6% 3.0% 3.1% 3.1% 0% 2% 4% 6% 8% 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10

A Leaner, More Efficient Company Workforce Reductions 11Q10 vs 4Q09 Noninterest expense: Workforce reductions in 2009 benefit 2010 Total incentive expense for 2009 decreased 45% Continue to tightly control discretionary expenses 1Q10 salary and employee benefits expense reduced 6% 6,000 8,000 10,000 12,000 2001 2002 2003 2004 2005 2006 2007 2008 2009 1Q10 Headcount (period end) 200 250 300 350 400 450 Banking Centers (period end) Full-time Equivalent Employees Banking Centers

Strong Capital Ratios Source: SNL Financial; 4Q09 Tangible Common Equity Ratio excludes PNC as that figure was not reported Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION See Supplemental Financial Data for reconcilements of Comerica’s non-GAAP financial measures Tier I Common Tangible Common Equity Ratio Peer Median Comerica 7.3% 7.7% 8.0% 8.2% 9.6% 7.0% 7.0% 6.9% 5.7% 0% 2% 4% 6% 8% 10% 12% 1Q09 2Q09 3Q09 4Q09 1Q10 7.3% 7.6% 8.0% 8.0% 9.7% 6.1% 6.3% 6.0% 5.1% 0% 2% 4% 6% 8% 10% 12% 1Q09 2Q09 3Q09 4Q09 1Q10

PBI average: -21% BKX average: -4% PBI: Incentive Peer Bank Index; BKX: KBW Bank Index CMA vs. Peer Banks: 1.1.09 through 12.31.09 Comerica’s share price: #1 performer of the BKX index (24 banks) #4 performer of the top 50 banks #7 performer of the top 100 banks 49% 18% 17% 8% -8% -10% -31% -34% -35% -48% -52% -60% -80% -60% -40% -20% 0% 20% 40% 60% CMA FITB MTB PNC BBT USB STI RF KEY ZION HBAN MI

CMA Share Price Market Cap: $4.6 Billion Market Cap: $7.9 Billion CMA: 51% PBI average: 60% BKX average: 35% S&P: 8% CMA Stock Performance: 1.1.10 through 4.22.10 PBI: Incentive Peer Bank Index; BKX: KBW Bank Index $30 $32 $34 $36 $38 $40 $42 $44 1/4/2010 1/18/2010 2/1/2010 2/15/2010 3/1/2010 3/15/2010 3/29/2010 4/12/2010

$880 million common stock offering completed on March 12 On March 17, fully redeemed Preferred Stock issued to the US Treasury in connection with the Capital Purchase Program (CPP) for $2.25 billion, eliminating annual dividend of $134 million Elected not to repurchase the warrant issued in conjunction with the preferred stock (11.5 million shares of common stock at an exercise prices of $29.40) in order to preserve capital in support of future growth Full Redemption of Preferred Stock - CPP

Executive Compensation Comerica Compensation Philosophy Attract, motivate, reward and retain superior talent Align the interests of management with those of the shareholders Balanced plan Immediate term: Competitive salaries Short-term: Cash bonus based on one year EPS growth and ROE performance vs. peers Long-term: Cash bonus based on three year EPS growth and ROE performance vs. peers Options vest over four years Restricted stock cliff vests in five years

Community

Diversity

Sustainability

Comerica: Poised for the Future Consistent strategy Based on relationship banking model Solid capital position and strong liquidity Dedicated workforce Investing to accelerate growth and balance Main Street Bank

447 233 10 90 16 98 12/31/09 Network 13 0 1 5 1 6 New Planned for 2010 10 0 0 4 4 2 2009 30 2 0 12 3 13 2007 28 0 1 9 4 14 2008 2006 2005 18 1 0 7 2 8 2 Arizona 25 Total 1 Michigan 3 Florida 7 Texas 12 California Banking Center Network New Banking Centers

New Products and Services Comerica TM Connect Web

New Products and Services Mobile Banking

The Way Forward The way forward is paved by the careful, yet confident manner in which we have navigated the most challenging economic environment in modern history. We believe we are well positioned for growth and the economic recovery ahead.

Questions and Answers

[LOGO]

Supplemental Financial Data The Corporation believes these measurements are meaningful measures of capital adequacy and used by investors, regulators, and others to evaluate the adequacy of common equity and to compare against other companies in the industry. 1 Tier 1 capital and risk-weighted assets as defined by regulation 2 March 31, 2010 Regulatory Capital, Tier 1 Capital, and Risk-Weighted assets are estimated 9.68% $56,949 $57,106 150 7 $5,511 $5,668 -- 150 7 5,816 60,680 9.58% $6,311 -- 495 $9,061 3/31/10 7.99% $59,091 $59,249 150 8 $4,720 $7,029 2,151 150 8 5,058 61,815 8.18% $7,704 2,151 495 $10,468 12/31/09 $10,773 $10,724 $10,638 Total Regulatory Capital 2 7.96% $59,432 $59,590 150 8 $4,732 $7,035 2,145 150 8 5,095 63,355 8.04% $7,735 2,145 495 9/30/09 7.55% $63,470 $63,630 150 10 $4,793 $7,093 2,140 150 10 5,139 67,124 7.66% $7,774 2,140 495 6/30/09 7.27% $67,209 $67,370 150 11 $4,888 $7,183 2,134 150 11 5,131 70,135 7.32% $7,760 2,134 495 3/31/09 Total shareholders’ equity Less: Fixed rate cumulative perpetual preferred stock Less: Goodwill Less: Other intangible assets Reconciliation of non-GAAP financial measures with financial measures defined by GAAP ($ in millions) Tangible common equity ratio Total assets Less: Goodwill Less: Other intangible assets Tangible common equity Tier 1 capital1,2 Less: Fixed rate cumulative perpetual preferred stock Less: Trust preferred securities Tangible assets Tier 1 common capital2 Risk-weighted assets1,2 Tier 1 common capital ratio 2

EX-99.2

Exhibit 99.2

2010 Annual Meeting of Shareholders

Chairman’s Presentation

[Slides 16, 17 and 18]

Good morning.

We have stayed on course throughout the most severe economic crisis to hit our country since the Great Depression. I’ll share with you our strategy for success, then discuss our 2009 and first quarter 2010 financial results, including peer comparisons.  I’ll also cover some topics that may be of interest to you, including our full redemption of the preferred stock issued to the U.S. Treasury under its Capital Purchase Program, executive compensation, and our continuing commitments to community, diversity and sustainability. Then, we’ll open it up for questions.

[Slide 19]

Throughout this economic cycle, Comerica has remained focused on executing its strategy.  In doing so, we have kept true to our core values.  We did not lose our way or our principles during the most turbulent economic times any of us can ever remember.

Our strategy is unchanged.  It is built on skill, not scale.  We are a relationship-based Main Street bank, not a transaction-oriented Wall Street bank.  We have stayed close to our customers throughout this economic cycle.

We believe we are in the right markets with the right people to deliver the quality products and services that are Comerica’s hallmark.

[Slide 20]

We continue to leverage our standing as the largest bank headquartered in Texas.  This is evidenced by the nearly 16 percent growth in average deposits in the state since 2007, the year we relocated our headquarters here. There are more Fortune 500 companies headquartered in Texas than in any other state.  We have relationships with more than half of them, and that number continues to grow.

1

The population in Texas continues to grow, too.  Dallas-Fort Worth was the fastest growing metropolitan area in the U.S. in 2009, according to recent estimates from the Census Bureau, with Austin and Houston also among the metropolitan areas gaining the most population in the country last year.

The Texas economy is well diversified.  It has consistently outperformed the national economy. Its manufacturing sector is expanding, powered by a recovery in consumer spending, business fixed investment, and exports.  Its housing sector has stabilized relatively quickly, following a comparatively modest housing value decline.  The state’s energy sector is strengthening too, notes our chief economist, Dana Johnson.

[Slide 21]

Within our Western market, predominantly California but also Arizona, we have added 74 new banking centers and a corresponding $2.3 billion in deposits since 2004, the year we began our banking center expansion program. We believe we have the resources and capacity in place to increase our market share in those states.

With housing prices in California now realigned to incomes, home sales are already strengthening and inventories of unsold houses are much reduced.  As a result, California appears likely to more closely parallel national growth trends in the period ahead, particularly given its leading position in a number of key knowledge sector industries.

[Slide 22]

We feel we are well positioned for the turnaround of the Michigan economy.  Our more than 160-year presence in that state serves as a constant reminder to customers that we are a bank they can count on through all economic cycles.  We are the deposit market share leader in Michigan, based on FDIC data.  The number-one ranking is a reflection of the hard work of our dedicated colleagues and the trust we have earned from customers in the state.

Michigan appears to be positioned for modest growth in 2010.  With national vehicle sectors rebounding, the state’s auto manufacturing sector likely will increase production and employment for the first time since 2000.  Michigan

2

should benefit from the broad based recovery in manufacturing that is now underway.

[Slide 23]

Turning to our 2009 and first quarter 2010 results.

For the full-year 2009, we reported net income of $17 million and a net loss attributable to common shares of $117 million, or $0.77 per share. Included in the net loss attributable to common shares were preferred stock dividends to the U.S. Treasury Department in the amount of $134 million.

Our 2009 results were, in large part, attributable to a nearly $1.1 billion provision for loan losses, a $397 million increase from 2008. Nearly one-third of the 2009 provision was from our Commercial Real Estate line of business, predominantly California local residential real estate development. We have reduced that portfolio by 76 percent from 2007 through year-end 2009, and have not added any new business in this segment in a number of years.

We saw encouraging signs in the fourth quarter of 2009 that continued in the first quarter of 2010.  Our credit quality improved at a faster pace than we expected in the first quarter, reflecting the strong credit underwriting and processes we have in place.  Our net interest margin continued to expand.

These and other positive developments resulted in our first quarter 2010 net income of $52 million, the equivalent of 33 cents per share.  This included a $17 million after-tax gain, equivalent to 11 cents per share, related to the cash settlement of a note receivable associated with the 2006 sale of an investment advisory subsidiary.

The impact to first quarter earnings of the preferred stock dividends issued to the U.S. Treasury under its Capital Purchase Program was $123 million, or 79 cents per share.  We fully redeemed that preferred stock in March.

[Slide 24]

Following a recession, loan demand typically is slow to pick-up.  This has been the case in all post-World War II recessions, including the most recent one, as

3

the slide shows.  Business owners and managers have cautiously managed their businesses in such environments.

[Slide 25]

The decline in loan outstandings we saw in the fourth quarter of 2009 slowed further in the first quarter of 2010, and the pace of decline moderated in each successive month of the first quarter, as you can see on this slide.  We believe this is a hopeful sign for the future.

Our customers continue to convey a more positive and upbeat tone.  This is reflected in our loan pipeline, which has now grown to its highest level in two years.  The small business loan pipeline in our Texas and Western markets has increased by double-digits in the last three months.

Now that credit is improving, our bankers can devote more time to marketing. In Texas, we are seeing more opportunities, and plan to add several new middle market and small business bankers to capitalize on them.  In California, customers and prospects are seeing gradual increases in sales, and are more optimistic about their businesses, as backlogs are growing.  This has led to more loan proposals, particularly for middle market and technology and life sciences companies.

In the Western Market, where we have 61 percent of our National Dealer Services business, floor plan loans are slowly picking up, as expected, with the increase in auto sales.  In Michigan, we had more new and expanded loans approved in Middle Market this March than we’ve had in any month since 2008.

As the economy improves, we look forward to returning to the more robust loan growth that was evidenced in past recoveries.  We expect middle market and small businesses will start borrowing as their working capital needs increase, in line with economic growth.

[Slide 26]

We had very strong customer deposit generation in 2009, with average core deposits increasing $973 million.  Core deposit growth continued in the first quarter but at a slower pace than the fourth quarter of 2009, as this slide shows.

4

In certain business lines, deposits have decreased, which we believe is a positive sign that customers are starting to use their cash in their businesses.  We continue to invest in deposit rich segments such as small business, health care and wealth management, as well as deposit rich products like our government card programs.

[Slide 27]

Turning to credit quality, we continue to focus on quickly and proactively identifying and working through problem loans. As has been our practice for many years, we conduct quarterly in-depth reviews of our watch list loans, and build our reserves credit by credit. We did not loosen our credit standards at the peak of the cycle.

We saw broad-based improvement in credit quality across all business lines in the first quarter of 2010, including significant declines in net charge-offs and provision for loan losses.

The Commercial Real Estate business line experienced an increase in net charge-offs from the fourth quarter but remain below the peak level experienced in the second quarter of 2009.  Commercial real estate nonaccrual and watch list loans declined in the first quarter. As you can see in each of the four charts on this slide, our credit quality compares favorably to the performance of our peers.

[Slide 28]

Our 2009 expenses were down 6 percent from 2008. Our largest expense item is salaries, so management of staff levels is key. Full-time equivalent staff decreased by 8 percent from 2008, even as we added 10 new banking centers in 2009. Our management of staff levels includes selectively adding personnel to ensure we are ideally positioned for growth in our target markets.

The Management Incentive Plan payout was down about 70 percent from the previous year, which led to a 45 percent reduction in total incentive compensation for fiscal year 2009 as compared to fiscal year 2008. I’ll discuss incentive compensation in more detail shortly.

5

We continued to maintain our strong focus on expense management in the first quarter of 2010, with salary and employee benefits expenses down 6 percent from the fourth quarter of 2009.

[Slide 29]

Our capital ratios remained solid throughout the economic downturn, as you can see by the two charts on this slide.  We compare quite favorably to our peers with respect to our tangible common equity ratio, and in tier one common capital.

[Slides 30 and 31]

We also compare favorably to our peers with respect to stock price performance. Comerica’s stock price rose 49 percent in 2009, outperforming all of our peers. We were the number-one performer in the 24-bank Keefe Bank Index (BKX), and number-four among the top 50 banks. Our stock price performance also ranked number-149 among S&P 500 companies.  Year-to-date in 2010, Comerica’s stock price is up 44 percent.

Stock analysts who cover us provided many positive comments on our first quarter performance.  We believe they were particularly pleased with our increased revenue as a result of the growth in the net interest margin, as well as the continued broad-based improvement in credit quality.  One analyst upgraded our stock to a buy recommendation, and we saw increases in earnings estimates and target prices across the board.  The stock price reacted favorably.

[Slide 32]

As I mentioned, we fully redeemed the $2.25 billion of preferred stock issued to the U.S. Treasury under its Capital Purchase Program, five days after completing the public issuance of $880 million of common stock.

This eliminates the annual $134 million negative impact to net income to common shareholders related to the preferred stock.

In addition to the $2.25 billion redemption payment, Comerica paid the U.S. Treasury a total of $150.9 million in dividends on the preferred stock since the date it was issued in November 2008.

6

Clearly, our participation in the Capital Purchase Program helped stabilize the country’s financial system at a critical point, and the investment the government made in Comerica resulted in excellent returns for U.S. taxpayers.

We elected not to repurchase the related warrant from the U.S. Treasury, as we believe it is best to retain capital for future growth.  The warrant allows the holder to purchase 11.5 million shares at an exercise price of $29.40 per share.  Given the present market price for Comerica common stock, the warrant has significant value.

[Slide 33]

Now I’d like to take a moment to discuss executive compensation, including our compensation philosophy.

Our compensation programs are designed to attract, motivate, reward and retain superior talent, particularly in the current economic climate, when the recruiting and retention of top performers is of utmost importance.

The various components of Comerica’s executive compensation program are designed to maintain the focus of our executive officers on business goals over immediate, short-term and long-term horizons, and to be competitive with our peers.

We believe Comerica’s overall executive compensation program rewards high performance in a balanced manner.

The principal components of our executive compensation program are base salaries, short and long-term cash management incentive awards, and long-term stock incentive awards. This balanced approach discourages unnecessary and excessive risk-taking while aligning the interests of management with those of shareholders.

Awards under the Management Incentive Plan are based on annual and three-year performance relative to our peers.

The metrics — earnings per share growth and return on equity - are transparent and easily calculated.  Awards cannot be arbitrarily increased — they can only be decreased — under the plan.

7

In 2009, Comerica eliminated all funding tied to peer performance under the one-year component of the Management Incentive Plan even though Comerica’s performance was better than many of its peers.

Awards under the Long Term Incentive Plan are typically a combination of stock options and restricted shares.  We believe that restricted shares and options encourage senior officers to achieve high long-term performance because the restricted stock and options will be worth more if the stock price increases.  They can also be powerful retention tools, as options vest over four years and restricted stock for executive officers cliff vests after five years.

[Slide 34]

Turning to the subjects of community, diversity and sustainability.

In 2009, Comerica provided more than $9 million to not-for-profit organizations nationwide. Our employees also supported United Way agencies in our markets, raising more than $2.2 million.

Our colleagues also donated their talents and personal time through volunteerism, with nearly 54,000 volunteer hours recorded in 2009.  Our 2010 efforts in the community include the recent March for Babies, which helped raise thousands of dollars for the March of Dimes.

[Slide 35]

For the fifth time in six years, Comerica was recognized as one of the Top 50 Companies for Diversity by DiversityInc, a national publication focused on best business practices for successful diversity management.  And, for the first time, DiversityInc recognized Comerica as a 2010 Top Ten Company for Executive Women.  In addition, Hispanic Business magazine ranked Comerica number-one for Supplier Diversity.

[Slide 36]

In the area of sustainability, we recently announced the openings of our 4th and 5th LEED certified banking centers, one in Austin, Texas, and the other in Fort Worth, Texas.  Certification was made by the U.S. Green Building Council.

8

The LEED rating system is the nationally accepted benchmark for the design, construction and operation of high performance green buildings.

Three more LEED banking centers are planned this year — in Austin, Texas; Scottsdale, Arizona; and San Diego, California.

Comerica is ranked number-one among S&P 500 Companies for the quality of its 2009 response to the Carbon Disclosure Project’s annual survey.  And, for the second year in a row, Comerica was named to the Carbon Disclosure Leadership Index, which rates firms according to the level and quality of their disclosure and reporting on greenhouse gas emissions and climate change data.

[Slide 37]

In closing, I want to reiterate that we believe Comerica is staying on course.  Throughout this economic cycle, we have remained focused on executing our strategy, making the prudent adjustments necessary to take advantage of opportunities and reduce risk.

We have a consistent strategy for success that is based on relationships, with a “Main Street” banking focus.  We have a dedicated workforce.

We believe we are in the right markets with the right people to deliver the quality products and services that are Comerica’s hallmark.

[Slide 38]

We further believe that our solid capital position and strong liquidity will continue to position us well for future growth.  We are investing to accelerate our growth and balance, with our banking center expansion program focused on our higher growth markets, particularly Texas and California, as you can see in this table.  We plan to add a total of 13 new banking centers in 2010, with six in California, five in Texas, and one each in Arizona and Florida.

[Slide 39]

We have new products and services in the pipeline, such as a new platform for Treasury Management Connect Web, which is expected to simplify our business

9

customers’ online experiences, while tailoring those experiences to their unique business needs.

[Slide 40]

We’re also excited to be rolling out mobile banking this summer, which will enable our customers to bank on their cell phones. They will have the capability to check balances, pay bills, see account activity and find the closest Comerica ATM or banking center.

[Slide 41]

As we move forward on these and other fronts, the road ahead is paved by the careful, yet confident manner in which we have navigated the most challenging economic environment in modern history.  We believe we are well positioned for future growth and the economic recovery now underway.

[Slide 42]

At this time, I would like to open it up for any questions you may have.

[Slide 43]

Thank you for coming today.  Enjoy the rest of your day.

10