ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 13, 2012, the Governance, Compensation and Nominating Committee of the Board of Directors of Comerica Incorporated ("Comerica") approved a form of performance-based restricted stock unit award agreement under Comerica's 2006 Amended and Restated Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto. A copy of this form is being filed herewith as Exhibit 10.1 and is incorporated herein in its entirety by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1 Restricted Stock Unit Award Agreement

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