<PAGE>

                                                                    EXHIBIT 10.2

                              COMERICA INCORPORATED
                        RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT (the "Agreement") between Comerica Incorporated (the "Company")
and _________ ("you") is effective as of _______________, 2___. Any undefined
terms appearing herein as defined terms shall have the same meaning as they do
in the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan
(the "Plan"). The Company will provide a copy of the Plan to you upon your
request.

                                   WITNESSETH:

1. AWARD OF STOCK. Pursuant to the provisions of the Plan, the Company hereby
awards you, subject to the terms and conditions of the Plan (incorporated herein
by reference), and subject further to the terms and conditions in this Agreement
____________ shares of $5.00 par value common stock of the Company (the "Stock
Award").

2. VESTING OF STOCK AWARD. Your Stock Award will be subject to forfeiture during
the Restriction Period. The Restriction Period will begin on the date of this
Agreement and end on ___________. Subject to the terms of the Plan and this
Agreement, including, without limitation, your fulfillment of the employment
requirements in paragraph 4 below, your Stock Award will vest and become free of
restrictions at the end of the Restriction Period (except in the case of your
earlier death or Disability or an earlier Change of Control of the Company, as
set forth below). As soon as administratively feasible after the lapse of
restrictions on and vesting of your Stock Award and your payment of any
applicable taxes, the Company will deliver to you (or to your designated
beneficiary if you are not then living) evidence of your ownership (by book
entry or certificate), of the shares subject to the Stock Award that have vested
and for which you have paid any applicable taxes. You will have a taxable event
on the date the Restriction Period ends.

3. CANCELLATION OF STOCK AWARD. The Committee has the right to cancel all or any
portion of the Stock Award in accordance with Section 4 of the Plan if the
Committee determines in good faith that you have done any of the following: (i)
committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed
confidential information or trade secrets; (v) were terminated for cause; (vi)
engaged in any activity in competition with the business of the Company or any
subsidiary or affiliate of the Company; or (vii) engaged in conduct that
adversely affected the Company. The Delegate shall have the power and authority
to suspend all or any portion of the Stock Award if the Delegate makes in good
faith the determination described in the foregoing sentence. Any such suspension
of a Stock Award shall remain in effect until the suspension shall be presented
to and acted on by the Committee at its next meeting. This paragraph 3 shall
have no application for a two year period following a Change of Control of the
Company.

4. EMPLOYMENT REQUIREMENTS. Except as provided herein, you must remain employed
by the Company or one of its Affiliates during the entire Restriction Period to
retain the Stock Award. If your employment ceases for any reason (other than due
to your death or Disability) during the Restriction Period, including, without
limitation, due to your Retirement, you will forfeit the Stock Award as of the
date your employment ceases unless the Committee determines otherwise. If your
employment terminates due to your death or Disability during the Restriction
Period, your Stock Award will vest and become free of restriction as of the date
of your death or termination of employment due to your Disability.

5. EFFECT OF A CHANGE OF CONTROL. Your Stock Award will vest and become free of
restrictions on the date a Change of Control of the Company occurs.

6. NONTRANSFERABILITY. During the Restriction Period, you may not assign or
transfer the Stock Award nor any of your rights pertaining thereto by any means
other than by will or the laws of descent and distribution.

7. VOTING AND DIVIDENDS. During the Restriction Period, you shall have the right
to vote shares subject to the Stock Award and to receive any cash dividends or
cash distributions that may be paid with respect thereto. In the event of a
stock dividend, stock distribution, stock split, division of shares or other
corporate structure change during the Restriction Period which results in the
issuance of additional shares with respect to your Stock Award, such shares will
be subject to the same restrictions as your Stock Award.

8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or this Agreement shall
confer on you any right to continue in the employment of the Company or its
Affiliates for any given period or on any specified

                                       1
<PAGE>

terms nor in any way affect the Company's or its Affiliates' right to terminate
your employment without prior notice at any time for any reason or for no
reason.

9. COMPLIANCE WITH LAWS AND REGULATIONS. The Stock Award and the obligation of
the Company to deliver the shares subject to the Stock Award are subject to
compliance with all applicable laws, rules and regulations, to receipt of any
approvals by any government or regulatory agency as may be required, and to any
determinations the Company may make regarding the application of all such laws,
rules and regulations.

10. BINDING NATURE OF PLAN. You agree to be bound by all terms and provisions of
the Plan and related administrative rules and procedures, including terms and
provisions and administrative rules and procedures adopted and/or modified after
the granting of the Stock Award. In the event any provisions hereof are
inconsistent with those of the Plan, the provisions of the Plan shall control.
For purposes of all of your restricted stock awards granted under the Plan, you
understand and agree that "Retirement" and any derivation of such term used in
your restricted stock award agreements means a retirement that is approved by
the Committee as required by Section 6(C) of the Plan.

11. NOTICES. Any notice to the Company under this Agreement shall be in writing
to the following address or facsimile number: Human Resources - Executive
Compensation, Comerica Incorporated, 500 Woodward Ave., MC 3122, Detroit, MI
48226; Facsimile Number: 313-964-3153. The Company will address any notice to
you to your current address according to the Company's personnel files. All
written notices provided in accordance with this paragraph shall be deemed to be
given when (a) delivered to the appropriate address(es) by hand or by a
nationally recognized overnight courier service (costs prepaid); (b) sent by
facsimile to the appropriate facsimile number, with confirmation by telephone of
transmission receipt; or (c) received by the addressee, if sent by U.S. mail to
the appropriate address or by Company inter-office mail to the appropriate mail
code. Either party may designate in writing some other address or facsimile
number for notice under this Agreement.

12. FORCE AND EFFECT. The various provisions of this Agreement are severable in
their entirety. Any judicial or legal determination of invalidity or
unenforceability of any one provision shall have no effect on the continuing
force and effect of the remaining provisions.

13. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of
the successors of the respective parties.

IN WITNESS WHEREOF, Comerica Incorporated has caused this Agreement to be
executed by an appropriate officer and you (the Stock Award recipient) have
executed this Agreement, both as of the day and year first above written.

COMERICA INCORPORATED

By:________________________
Name:
Title:

______________________         _______________________      __________________
Recipient's Signature          Print Name                   Social Security No.

                                       2