0000028412-18-000104 Sample Contracts

SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement • April 26th, 2018 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) 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 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company shall provide a copy of the Plan to the Participant upon request.

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RESTRICTED STOCK UNIT AWARD AGREEMENT (CLIFF)
Restricted Stock Unit Award Agreement • April 26th, 2018 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) 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 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company shall provide a copy of the Plan to the Participant upon request.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 26th, 2018 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) 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 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company shall provide a copy of the Plan to the Participant upon request.

RESTRICTED STOCK AWARD AGREEMENT (CLIFF)
Restricted Stock Award Agreement • April 26th, 2018 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT (the “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) 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 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company shall provide a copy of the Plan to the Participant upon request.

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 26th, 2018 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT, dated as of XXXXXX (the “Grant Date”) is between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”). Unless otherwise defined herein, capitalized terms used herein are defined in the Comerica Incorporated 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). A copy of the Plan shall be provided to the Participant upon request.

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