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                                                                    EXHIBIT 10.2

                              AMENDED AND RESTATED
                              COMERICA INCORPORATED
                            MANAGEMENT INCENTIVE PLAN



SECTION 1.        PURPOSE.

The purpose of the Comerica Incorporated Management Incentive Plan is to promote
and advance the interests of Comerica Incorporated (the "Corporation") and its
shareholders by enabling the Corporation to attract, retain and reward key
employees of the Corporation and its Affiliates, and to qualify incentive
compensation paid to Participants who are covered Employees as performance-based
compensation within the meaning of Section 162(m) of the Code.

SECTION 2.        DEFINITIONS.

The terms below shall have the following meanings:

A.        "Affiliate" means (i) any entity that is controlled by the
          Corporation, whether directly or indirectly, and (ii) any entity in
          which the Corporation has a significant equity interest, as determined
          by the Committee.

B.        "Annual Base Salary" means the participant's rate of annual salary as
          of the last December 1st occurring during the Performance Period.


C.        "Board" means the Board of Directors of the Corporation.

D.        "Code" means the Internal Revenue Code of 1986, as amended.

E.        "Committee" means the committee appointed by the Board to administer
          the Plan as provided herein. Unless otherwise determined by the Board,
          the Compensation Committee of the Board shall be the Committee.

F.        "Corporation" means Comerica Incorporated, a Delaware corporation, and
          its successors and assigns.

G.        "Covered Employee" means a "covered employee" within the meaning of
          Section 162(m) of the Code.

H.        "Incentive Payment" means, with respect to each Participant, the
          amount he or she may receive for the applicable Performance Period as
          established by the Committee pursuant to the provisions of the Plan.

I.        "Participant" means any employee of the Corporation or an Affiliate
          who is designated by the Committee as eligible to receive an Incentive
          Payment under the Plan.


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J.        "Performance Goals" means (i) earnings per share, (ii) return measures
          (including, but not limited to, return on assets, equity or sales),
          (iii) net income (before or after taxes), (iv) cash flow (including,
          but not limited to, operating cash flow and free cash flow), (v) cash
          flow return on investments, which equals net cash flows divided by
          owner's equity, (vi) earnings before or after taxes, interest,
          depreciation and/or amortization, (vii) internal rate of return or
          increase in net present value, (viii) gross revenues, (ix) gross
          margins or (x) share price (including, but not limited to, growth
          measures and total shareholder return). Performance Goals with respect
          to awards for employees who are not Covered Employees may also be
          based on any other objective performance goals as may be established
          by the Committee for a Performance Period. Performance Goals may be
          absolute in their terms or measured against or in relationship to
          other companies comparably, similarly or otherwise situated and may be
          based on or adjusted for any other objective goals, events, or
          occurrences established by the Committee for a Performance Period.
          Such Performance Goals may be particular to a line of business,
          subsidiary or other unit or may be based on the performance of the
          Corporation generally. Such Performance Goals may cover such period as
          may be specified by the Committee.

K.        "Performance Period" means, with respect to any Incentive Payment, the
          period, not to be less than 12 months, specified by the Committee,
          including but not limited to, for a one-year performance period, the
          calendar year.

L.        "Performance Targets" mean the specific measures which must be
          satisfied in connection with any Performance Goal prior to funding of
          any incentive pool.

M.        "Plan" means the Amended and Restated Comerica Incorporated Management
          Incentive Plan.

SECTION 3.        ADMINISTRATION.

The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have exclusive authority to
interpret the Plan, to promulgate, amend, and rescind rules and regulations
relating to it and to make all other determinations deemed necessary or
advisable in connection with the administration of the Plan, including, but not
limited to, determinations relating to eligibility, whether to make Incentive
Payments, the terms of any such payments, the time or times at which Performance
Goals are established, the Performance Periods to which Incentive Payments
relate, and the actual dollar amount of any Incentive Payment. The
determinations of the Committee pursuant to this authority shall be conclusive
and binding.

The Committee may, in its discretion, authorize the Chief Executive Officer of
the Corporation to act on its behalf, except with respect to matters relating to
such Chief Executive Officer or which are required to be certified by a majority
of the Committee under the Plan, or which are required to be handled exclusively
by the Committee under Code Section 162(m) or the regulations promulgated
thereunder.




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SECTION 4.        ESTABLISHMENT OF PERFORMANCE GOALS AND INCENTIVE PAYMENTS.

A.        Establishment of Performance Goals. Prior to the earliest time
          required by Section 162(m) of the Code or the regulations thereunder,
          the Committee shall, in its sole discretion, for each such Performance
          Period, determine and establish in writing the following:

           1.     The Performance Goals applicable to the Performance Period;
                  and

           2.     The Performance Targets pursuant to which the total amount
                  which may be available for payment to all Participants as
                  Incentive Payments based upon the relative level of attainment
                  of the Performance Goals may be calculated.

B.        Certification and Payment. After the end of each Performance Period,
          the Committee shall:

           1.     Certify in writing, prior to the unconditional payment of any
                  Incentive Payment, the level of attainment of the Performance
                  Goals for the Performance Period;

           2.     Determine the total amount available for Incentive Payments
                  based on the relative level of attainment of such Performance
                  Goals;

           3.     In its sole discretion, adjust the size of, or eliminate, the
                  total amount available for Incentive Payments for the
                  Performance Period; and

           4.     In its sole discretion, determine the share, if any, of the
                  available amount to be paid to each Participant as that
                  Participant's Incentive Payment, and authorize payment of such
                  amount. In the case of a Participant who is a Covered
                  Employee, the Committee shall not be authorized to increase
                  the amount of the Incentive Payment for any Performance Period
                  determined with respect to any such individual by reference to
                  the applicable Performance Targets except to the extent
                  permitted under Section 162(m) of the Code and regulations
                  thereunder.

C.        Conditional Payments. The Committee may authorize a conditional
          payment of a Participant's Incentive Payment prior the end of a
          Performance Period based upon the Committee's good faith determination
          of the projected size of (i) the total amount which will become
          available for payment as Incentive Payments for the Performance
          Period, and (ii) the amount determined with respect to any such
          Participant by reference to the Performance Targets.

D.        Other Applicable Rules.

          1.      Unless otherwise determined by the Committee with respect to
                  any Covered Employee or by the Corporation's Chief Executive
                  Officer with respect to any other Participant (unless
                  otherwise required by applicable law), no payment pursuant to
                  this Plan shall be made to a Participant unless the
                  Participant is


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                  employed by the Corporation or an Affiliate as of the date of
                  payment; provided, however, in the event of the Participant's
                  (i) retirement in accordance with the policies of the
                  Corporation or Affiliate which employs the Participant, (ii)
                  death, or (iii) disability (within the meaning of such term as
                  set forth in the Long-Term Disability Plan of Comerica
                  Incorporated or its successor, the provisions of which are
                  incorporated herein by reference, or as the Committee shall
                  determine based on information provided to it), the
                  Corporation shall pay the Participant an Incentive Payment for
                  the applicable Performance Period, which Incentive Payment
                  shall be prorated based on the number of months the
                  Participant was employed by the Corporation or an Affiliate
                  during the applicable Performance Period, in which the
                  Participant's retirement, death or disability occurred. In the
                  case of the Participant's retirement, such payment shall be
                  made at the end of the Performance Period during which the
                  Participant retired in the normal course of payments made to
                  all other participants, and in the case of the Participant's
                  death or disability, such payment shall be made as soon as is
                  administratively feasible following the date of the
                  Participant's death or disability.

          2.      Incentive Payments shall be subject to applicable federal,
                  state and local withholding taxes and other applicable
                  withholding in accordance with the Corporation's payroll
                  practices as from time-to-time in effect.

          3.      The maximum amount which may become payable to any Covered
                  Employee in any calendar year as an Incentive Payment with
                  respect to all Performance Periods completed during such
                  calendar year shall be the lesser of (i) 300% of such
                  Participant's Annual Base Salary, or (ii) $5,000,000.

          4.      Incentive Payments calculated by reference to any Performance
                  Periods shall be payable in cash, provided however, that such
                  percentage as determined by the Committee shall automatically
                  be invested on behalf of the recipient in shares of the
                  Corporation's common stock, $5.00 par value per share
                  ("Shares"). Any such Shares shall be subject to restrictions
                  as may be determined by the Committee. In each case, Incentive
                  Payments shall be made as soon as practical after the
                  completion of the Performance Period. Notwithstanding anything
                  in this Section 4(D)(4) to the contrary, if a Participant
                  elects to defer receipt of all or any portion of an Incentive
                  Payment under the provisions of any deferred compensation plan
                  maintained by the Corporation, the provisions in this Plan
                  (including the Provisions of this Section 4(D)(4)) regarding
                  the timing and form of payment of Incentive Payments shall
                  cease to apply to such deferred amounts and the provisions of
                  the applicable deferred compensation plan shall govern the
                  timing and form of payment of such deferred amounts.

          5.      A Participant shall have the right to defer any or all of any
                  Incentive Payment as permitted under the provisions of any
                  deferred compensation plan maintained by the Corporation. The
                  Committee, in its sole discretion, may impose limitations on
                  the percentage or dollar amount of any Participant


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                  election to defer any Incentive Payment and may impose rules
                  prohibiting the deferral of less than 100% of any Incentive
                  Payment.

          6.      Until paid to a Participant, awards shall not be subject to
                  the claims of creditors and may not be assigned, alienated,
                  transferred or encumbered in any way other than by will or
                  pursuant to laws of intestacy.

SECTION 5.        AMENDMENT OR TERMINATION.

The Committee may amend, modify or terminate the Plan in any respect at any time
without the consent of any Participant. Any such action may be taken without the
approval of the Corporation's shareholders unless shareholder approval is
required by applicable law. Termination of the Plan shall not affect any
Incentive Payments earned prior to, but payable on or after, the date of
termination, and any such payments shall continue to be subject to the terms of
the Plan notwithstanding its termination.

SECTION 6.        CHANGE OF CONTROL.

Notwithstanding any other provision hereof, in the event of a "Change of
Control" of the Company as defined in the Comerica Incorporated Executive
Officer Employment Agreements, the following provisions shall be applicable:

A.        The Performance Periods then in effect will be deemed to have
          concluded on the date of the Change of Control of the Company and the
          total amount deemed to be available to fund the related incentive
          pools will be that proportion of the amount (based upon the number of
          months in such Performance Period elapsed through the date of Change
          of Control of the Company) which would be available for funding
          assuming the Corporation had attained Performance Goals at a level
          generating maximum funding for the Performance Periods; and

B.        The Committee, in its sole discretion, will approve the share of the
          available amount payable to each Participant as that Participant's
          Incentive Payment (provided that in all events the entire available
          amount as calculated pursuant to Section 6(A) shall be paid to
          Participants as Incentive Payments), and payments shall be made to
          each Participant as soon thereafter as is practicable.

SECTION 7.        EFFECTIVE DATE OF THE PLAN.

This amended Comerica Incorporated Management Incentive Plan, effective as of
November 19, 1999, shall be further amended and restated, effective as of
January 1, 2001, (subject to approval of the shareholders of the Corporation on
May 22, 2001), and thereafter shall remain in effect until terminated in
accordance with Section 5 hereof.

SECTION 8.        GENERAL PROVISIONS.

A.        The establishment of the Plan shall not confer upon any Participant
          any legal or equitable right against the Corporation or any Affiliate,
          except as expressly provided


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          in the Plan.

B.        The Plan does not constitute an inducement or consideration for the
          employment of any Participant, nor is it a contract between the
          Corporation, or any Affiliate, and any Participant. Participation in
          the Plan shall not give a Participant any right to be retained in the
          employ of the Corporation or any Affiliate.

C.        Nothing contained in this Plan shall prevent the Board or Committee
          from adopting other or additional compensation arrangements, subject
          to shareholder approval if such approval is required and such
          arrangements may be either generally applicable or applicable only in
          specific cases.

D.        The Plan shall be governed, construed and administered in accordance
          with the laws of the State of Delaware except to the extent such laws
          may be superseded by federal law.

E.        This Plan is intended to comply in all aspects with applicable law and
          regulation, including, with respect to those Participants who are
          Covered Employees, Section 162(m) of the Code. In case any one or more
          of the provisions of this Plan shall be held invalid, illegal or
          unenforceable in any respect under applicable law or regulation, the
          validity, legality and enforceability of the remaining provisions
          shall not in any way be affected or impaired thereby and the invalid,
          illegal or unenforceable provision shall be deemed null and void;
          however, to the extent permissible by law, any provision which could
          be deemed null and void shall first be construed, interpreted or
          revised retroactively to permit this Plan to be construed in
          compliance with all applicable laws including, without limitation,
          Code Section 162(m), so as to carry out the intent of this Plan.




Compensation Committee Approved: March 26, 2001
Board Approved:                  March 27, 2001
Shareholders Approved:           May 22, 1001