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                                                                    EXHIBIT 10.2

                              COMERICA INCORPORATED
                              NON-EMPLOYEE DIRECTOR
                         RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT is made as of the ____ day of __________, 20__, by and between
Comerica Incorporated, a Delaware corporation (hereinafter referred to as the
"Corporation"), and _______________ (hereinafter referred to as the "Director").
Any undefined terms appearing herein as defined terms shall have the same
meaning as they do in the Comerica Incorporated Amended and Restated Incentive
Plan for Non-Employee Directors, as amended from time to time (the "Plan").

                                WITNESSETH THAT:

      WHEREAS, the Corporation desires to grant to the Director an award of
Restricted Stock Units ("RSUs") under the Plan and the terms hereinafter set
forth:

      NOW, THEREFORE, in consideration of the premises, and of the mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

      1. AWARD. Pursuant to the provisions of the Plan, the Corporation awards
_________<insert number> RSUs (the "Award") to the Director on ___________, 20__
(the "Date of Award"). Each RSU shall represent an unfunded, unsecured right for
the Director to receive one (1) share of the Corporation's common stock, par
value $5.00 per share (the "Common Stock").

      2. OWNERSHIP RIGHTS. The Director has no voting or other ownership rights
in the Corporation arising from the Award of RSUs under this Agreement.

      3. DIVIDENDS. The Director shall be credited with dividend equivalents
equal to the dividends the Director would have received if the Director had been
the owner of a number of shares of Common Stock equal to the number of RSUs
credited to the Director on such dividend payment date (the "Dividend
Equivalent"). Any Dividend Equivalent deriving from a cash dividend shall be
converted into additional RSUs based on the Fair Market Value of Common Stock on
the dividend payment date. Any Dividend Equivalent deriving from a dividend of
shares of Common Stock shall be converted into additional RSUs on a one-for-one
basis. The Director shall continue to be credited with Dividend Equivalents
until the Settlement Date (defined below). The Dividend Equivalents so credited
shall be subject to the same terms and conditions as the corresponding Award,
and they shall vest (or, if applicable, be forfeited) and be settled in the same
manner and at the same time as the corresponding Award, as if they had been
granted at the same time as such Award.

      4. VESTING. The Award shall vest one year after the Date of Award, with
such vesting contingent upon the Director's continued service as a director of
the Corporation for a period of one year after the Date of Award. Except as
provided in Section 6, if a Director's service as a director of the Corporation
terminates for any reason prior to the one (1) year anniversary of the Date of
Award, the Award and all corresponding Dividend Equivalents shall be forfeited,
and no shares of Common Stock or other payment shall be made to the Director in
respect of the Award or any corresponding Dividend Equivalents.

      5. SETTLEMENT. Once vested, the Award will be settled as follows:

      (a) IN GENERAL. Subject to Section 6 hereof, the Award will be settled in
Common Stock. Settlement of the Award shall occur as of the one-year anniversary
of the date that the Director separates from service as a director of the
Corporation (provided that separation from service complies with Internal
Revenue Code Section 409A) or, in the case of the Director's cessation of
service due to death, Disability or upon a Change of Control, settlement of the
Award shall occur as of such earlier date as set forth in Section 6 hereof (the
"Settlement Date"). On the Settlement Date, the Corporation shall issue or cause
there to be transferred to the Director a number of shares of Common Stock equal
to the aggregate number of RSUs granted to the Director under this Agreement
(including, without limitation, the RSUs attributable to Dividend Equivalents)
(the "Settlement Shares").

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      (b) TERMINATION OF RIGHTS. Upon the issuance or transfer of Settlement
Shares in settlement of the Award (including, without limitation, the RSUs
attributable to Dividend Equivalents), the Award shall be settled in full and
the Director (or his or her designated beneficiary or estate, in the case of
death) shall have no further rights with respect to the Award.

      (c) CERTIFICATES OR BOOK ENTRY. As of the Settlement Date, the Corporation
shall, at the discretion of the Committee or its designee, either issue one or
more certificates in the Director's name for such Settlement Shares or evidence
book-entry registration of the Settlement Shares in the Director's name (or, in
the case of death, to the Director's designated beneficiary, if any).

      (d) CONDITIONS TO DELIVERY. Notwithstanding any other provision of this
Agreement, the Corporation shall not be required to evidence book-entry
registration or issue or deliver any certificate or certificates representing
Settlement Shares prior to fulfillment of all of the following conditions:

            (1) Listing or approval for listing upon notice of issuance, of the
Settlement Shares on the New York Stock Exchange, Inc., or such other securities
exchange as may at the time be the principal market for the Common Stock;

            (2) Any registration or other qualification of the Settlement Shares
under any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, in its
sole and absolute discretion upon the advice of counsel, deem necessary or
advisable; and

            (3) Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Committee shall, in its sole and
absolute discretion after receiving the advice of counsel, determine to be
necessary or advisable.

      (e) LEGENDS. The Settlement Shares shall be subject to such stop transfer
orders and other restrictions as the Committee may deem reasonably advisable
under the Plan or the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which such
Settlement Shares are listed, any applicable federal or state laws or the
Corporation's Certificate of Incorporation and Bylaws, and the Committee may
cause a legend or legends to be put on or otherwise apply to any certificates or
book-entry position representing Settlement Shares to make appropriate reference
to such restrictions.

      6. CHANGE OF CONTROL; DEATH, DISABILITY OR RETIREMENT. Notwithstanding
anything in this Agreement to the contrary:

      (a) Upon a Change of Control, the Award (including, without limitation,
the RSUs attributable to Dividend Equivalents) shall immediately and fully vest
and become nonforfeitable, any deferral or other restriction shall lapse, and
such Award shall be settled in cash (rather than Settlement Shares) as promptly
as is practicable, but in no event later than 30 days following the date of such
Change of Control.

      (b) In the event of the death, Disability or Retirement of the Director
while serving as a director with the Corporation, the Award (including, without
limitation, the RSUs attributable to Dividend Equivalents) shall immediately and
fully vest and become nonforfeitable, any deferral or other restriction shall
lapse, and the Award shall be settled as set forth in Section 5; provided,
however, that in the case of the Director's cessation of service due to death or
Disability, the Corporation shall issue or cause there to be transferred to the
Director (or, in the case of death, to the Director's designated beneficiary or,
if no designated beneficiary is living on the date of the Director's death, the
Director's estate) the Settlement Shares as promptly as is practicable following
the date of the Director's cessation of service.

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      (c) The Committee shall have the sole and absolute discretion to determine
whether the termination of the Director's membership on the board of directors
of the Corporation is by reason of Disability or Retirement, as defined by the
Plan and in accordance with Internal Revenue Code Section 409A.

      7. TRANSFERABILITY. Unless otherwise determined by the Committee, the RSUs
subject to this Award (including, without limitation, Dividend Equivalents) may
not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Director otherwise than by will or by the laws of intestacy,
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Corporation
or any Subsidiary or Affiliate; provided, however, that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.

      8. ADJUSTMENT IN AWARD. In the event the number of outstanding shares of
Common Stock changes as a result of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination, or
exchange of shares, split-up, split-off, spin-off, liquidation or other similar
change in capitalization, or any distribution made to holders of Common Stock
other than cash dividends, the number or kind of shares subject to this Award
shall be automatically adjusted, and the Committee shall be authorized to make
such other equitable adjustments of the Award or shares of Common Stock issuable
pursuant thereto so that the value of the interest of the Director shall not be
decreased by reason of the occurrence of such event. Any such adjustment shall
be deemed conclusive and binding on the Corporation, the Director, his or her
beneficiaries and all other interested parties.

      9. ADMINISTRATION; AMENDMENT. This Award has been made pursuant to a
determination by the Committee and/or the Board of Directors of the Corporation,
and the Committee shall have plenary authority to interpret, in its sole and
absolute discretion, any provision of this Agreement and to make any
determinations necessary or advisable for the administration of this Agreement.
All such interpretations and determinations shall be final and binding on all
persons, including the Corporation, the Director, his or her beneficiaries and
all other interested parties. Subject to the terms of the Plan, this Agreement
may be amended, in whole or in part, at any time by the Committee; provided,
however, that no amendment to this Agreement may adversely affect the Director's
rights under this Agreement without the Director's consent except such an
amendment made to cause the Award to comply with applicable law, stock exchange
rules or accounting rules.

      10. BINDING NATURE OF PLAN. The Award is subject to the Plan. The Director
agrees to be bound by all terms and provisions of the Plan and related
administrative rules and procedures, including, without limitation, terms and
provisions and administrative rules and procedures adopted and/or modified after
the granting of the Award. In the event any provisions hereof are inconsistent
with those of the Plan, the provisions of the Plan shall control, except to the
extent expressly modified herein pursuant to authority granted under the Plan.

      11. APPLICABLE LAW. The validity, construction and effect of this
Agreement and any rules and regulations relating to the Agreement shall be
determined in accordance with the laws of the State of Delaware, unless
preempted by federal law, and also in accordance with Internal Revenue Code
Section 409A and any interpretive authorities promulgated thereunder.

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      IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf, and the Director has signed this Agreement to evidence
the Director's acceptance of the terms hereof, all as of the date first above
written.

                                               COMERICA INCORPORATED

                                               By: _________________________
                                               Ralph W. Babb, Jr.
                                               Chairman, President and CEO

                                               DIRECTOR

                                               _____________________________
                                               Name:

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