0000028412-14-000033 Sample Contracts

SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement • January 27th, 2014 • Comerica Inc /New/ • National commercial banks • Delaware

THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Award Recipient”) is effective as of XXXXXX (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company will provide a copy of the Plan to the Award Recipient upon request.

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 27th, 2014 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT (the "Agreement") between Comerica Incorporated (the "Company") and NAME (the “Award Recipient”) is effective as of GRANT DATE (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the "Plan"). The Company will provide a copy of the Plan to the Award Recipient upon request.

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • January 27th, 2014 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT, dated as of GRANT DATE (the “Grant Date”) is between Comerica Incorporated (the “Company”) and NAME (the “Optionee”). Unless otherwise defined herein, capitalized terms used herein are defined in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the “Plan”). A copy of the Plan will be provided to the Optionee upon request.

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