THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Comerica Incorporated (CMA)

4/10/2006 Proxy Information

The Board of Directors has determined that 87.5% of the directors of Comerica are independent within the meaning of the listing standards of the New York Stock Exchange. To assist in making these determinations of independence, Comerica adopted categorical standards found in its Corporate Governance Guidelines, a current copy of which is available to security holders on ComericaÕs website at www.comerica.com or by written request to the Corporate Secretary. The categorical standards are also included as Appendix II to this Proxy Statement.

In addition to the categorical standards, the Board of Directors, in making its determinations of independence, also reviewed certain other types of relationships that directors may have with Comerica and determined that such relationships are not material. These relationships include lending relationships, deposit relationships, other banking relationships (such as depository, transfer, registrar, indenture trustee, trusts and estates, private banking, investment management, custodial, securities brokerage, cash management and similar services) and other commercial or charitable relationships between Comerica and its subsidiaries, on the one hand, and an entity with which the director (or any of the directorÕs immediate family members, as defined in the categorical standards) is affiliated by reason of being a director, trustee, officer or person holding a comparable position or a significant shareholder thereof, on the other, which meet the following criteria:

(1) such relationships are in the ordinary course of business of Comerica and are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and

(2) with respect to extensions of credit by Comerica or its subsidiaries to such entity or its subsidiaries:

(a) such extensions of credit have been made in compliance with applicable law, including the Federal Reserve BoardÕs Regulation O and Section 13(k) of the Securities Exchange Act of 1934;

(b) such extensions of credit did not involve more than the normal risk of collection or present other favorable features; and

(c) no event of default has occurred and is continuing beyond any period of cure.

Finally, the Board of Directors reviewed and considered, in respect of Mr. DiNapoli, the lease by Comerica Bank, a subsidiary of Comerica, of space in San Jose, California. This space was owned by The Fifty-five Almaden Blvd. Limited Partnership, a California limited partnership in which DiNapoli Family, L.P., a limited partnership owned by Mr. DiNapoli and his immediate family, and RLD Family Limited Partnership and SDS Nexgen Partners, LP, limited partnerships owned by the families of Mr. DiNapoliÕs two siblings, are each an 81/3 % partner. Each of these entities sold its interest in the leased space to RPD Almaden, LLC on March 30, 2005. Mr. DiNapoli no longer holds an interest in the leased space. Mr. DiNapoli is a director of Comerica and a member of the Audit Committee, the Corporate Governance and Nominating Committee, and the Qualified Legal Compliance Committee. The lease provides for base rent plus annual expense payments that adjust each year. The base rent paid January 1, 2005 through March 30, 2005 was $262,129.75. The expense payment paid from January 1, 2005 through March 30, 2005 was $25,509. The lease expires December 31, 2006. In addition, Comerica Bank subleases additional space in the same building from another tenant. ComericaÕs base rent paid January 1, 2005 through March 30, 2005 for the subleased space was $39,932, plus monthly expense payments of $1,850. The direct lease for the subleased space expires on October 31, 2006. During 2003, Comerica Bank vacated both the directly leased and subleased spaces and subleased them to a third party. The rent paid under this sublease from January 1, 2005 through March 30, 2005 was $86,190. After reviewing and considering this transaction, the Board of Directors determined that such relationship is not material on the basis that this transaction is nominal and routine in nature and was entered into in the ordinary course of business.

On the bases described above, the Board of Directors has affirmatively determined that the following directors meet the categorical standards for independence and that such directors have no material relationship with Comerica (either directly or as a partner, shareholder or officer of an organization that has a relationship with Comerica) other than as a director: Lillian Bauder, James F. Cordes, Peter D. Cummings, J. Philip DiNapoli, Anthony F. Earley, Jr., Roger Fridholm, Todd W. Herrick, Alfred A. Piergallini, Robert S. Taubman, Reginald M. Turner, Jr., William P. Vititoe, Patricia M. Wallington, Gail L. Warden and Kenneth L. Way. The Board of Directors further determined that Ralph W. Babb, Jr. and Joseph J. Buttigieg, III are not independent because they are both employees of Comerica.

4/8/2005 Proxy Information

Some of the executive officers of Comerica, their related entities, and members of their immediate families were customers of and had transactions (including loans and loan commitments) with banking affiliates of Comerica during 2004. Comerica made all loans and commitments in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not affiliated with Comerica or its subsidiaries, and the transactions did not involve more than the normal risk of collection or present other unfavorable features.

4/2/2004 Proxy Information

Eugene A. Miller served as Chairman, President and Chief Executive Officer of Comerica Inc. and Comerica Bank from 1993 to 2002.

Mr. Peter Cummings, a director, is son-in-law of Mr. Max Fisher, a director.

the Board of Directors reviewed and considered, in respect of Mr. DiNapoli, the lease by Comerica Bank, a subsidiary of Comerica, of space in San Jose, California from The Fifty-five Almaden Blvd. Limited Partnership, a California limited partnership in which DiNapoli Family, L.P., a limited partnership owned by Mr. DiNapoli and his immediate family, and RLD Family Limited Partnership and SDS Nexgen Partners, LP, limited partnerships owned by the families of Mr. DiNapoliÕs two siblings, are each an 8 1/3% partner. Mr. DiNapoli is a director of Comerica and a member of the Audit and Legal Committee, the Corporate Governance and Nominating Committee, and the Qualified Legal Compliance Committee. The lease provides for base rent plus annual expense payments that adjust each year. The base rent paid in 2003 was $1,094,419, and the expected base rent in 2004 is $1,048,519. The expense payment for 2003 was $96,740, and the 2004 expense payment is currently estimated to be the same. The lease expires December 31, 2006. In addition, Comerica Bank subleases additional space in the same building from another tenant. ComericaÕs annual base rent for the subleased space is $159,727, plus annual expense payments that adjust each year. The expense payment for 2003 was $5,916, and the 2004 expense payment is currently estimated to be the same. The direct lease for the subleased space expires on October 31, 2006. During 2003, Comerica Bank vacated both the directly leased and subleased spaces and subleased them to a third party. The annual rent under this sublease is $344,760; however, Comerica Bank did not receive any rent under this sublease in 2003. After reviewing and considering this transaction, the Board of Directors determined that such relationship is not material on the basis that this transaction is nominal and routine in nature and was entered into in the ordinary course of business.

4/18/2003 Proxy Information

Mr. Peter Cummings, a director, is son-in-law of Mr. Max Fisher, a director.

Some of the incumbent directors, director nominees and executive officers of Comerica, their related entities, and members of their immediate families were customers of and had transactions (including loans and loan commitments) with banking affiliates of Comerica during 2002. Comerica made all loans and commitments in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons not affiliated with Comerica or its subsidiaries, and the transactions did not involve more than the normal risk of collection or present other unfavorable features.

Comerica Bank-California, a subsidiary of Comerica, leases space in San Jose, California from 55 Almaden Boulevard Partnership, an entity in which DDD Partners is a 25% partner. DDD Partners is a general partnership in which J. Philip DiNapoli and his immediate family own a one-third interest, and the families of his two siblings own the remaining interests. Mr. DiNapoli is a director of Comerica and a member of the Audit and Legal Committee. The annual base rent is $1,117,362, with annual expense payments that adjust each year. The expense payment for 2003 is estimated to be $86,316. The lease expires December 31, 2006. In addition, Comerica Bank-California subleases additional space in the same building from another tenant. That tenant pays 55 Almaden Boulevard Partnership an annual base rent of $259,039 for the subleased space, plus annual expense payments that adjust each year. The expense payment for 2003 is estimated to be $25,152. The direct lease for the subleased space expires on October 31, 2006. Comerica plans to vacate both of these spaces in 2003 and will endeavor to sublease the spaces for the remainder of the lease terms.

During 2002, Comerica retained the services of the law firm of Lewis & Munday, P.C. for certain legal matters. Comerica may retain the services of Lewis & Munday during 2003 as well. David Baker Lewis is a member of Lewis & Munday and serves as its Chairman. Mr. Baker Lewis is also a director of Comerica and the current chairman of ComericaÕs Trust and Investment Committee. The amount of fees paid by Comerica to Lewis & Munday during 2002 was $4,403.

Ralph W. Babb, Jr., Chairman, President and Chief Executive Officer of Comerica, served on the Governance and Executive Compensation Committee of Tecumseh Products Company until March 2003. Todd W. Herrick, a director of Comerica, is Chairman, President and Chief Executive Officer of Tecumseh Products Company. Eugene A. Miller, former Chairman of Comerica, serves on the Organization and Compensation Committee of DTE Energy Company. Anthony F. Earley, Jr., a director of Comerica and member of ComericaÕs Compensation Committee, is Chairman and Chief Executive Officer of DTE Energy Company.