0000950124-06-004080 Sample Contracts

EMPLOYMENT AGREEMENT (SVP)
Employment Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks • Delaware

AGREEMENT, dated as of the ___ day of , 20 , by and between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and (the “Executive”).

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RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT
Restrictive Covenants and General Release Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks • Michigan

THIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into on March 13, 2006 between John D. Lewis (hereafter “Executive”) and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as “Comerica”). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive’s employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Section 14 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT
Comerica Incorporated Restricted Stock Award Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT (the “Agreement”) between Comerica Incorporated (the “Company”) and (the “Award Recipient”) is effective as of , 20 (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 (the “Plan”). The Company will provide a copy of the Plan to the Award Recipient upon request.

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT
Comerica Incorporated Non-Qualified Stock Option Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT, dated as of _________, 20____ (the “Grant Date”) is between Comerica Incorporated (the “Company”) and ____________ (the “Optionee”). Unless otherwise defined herein, capitalized terms used herein are defined in the Comerica Incorporated 2006 Long-Term Incentive Plan (the “Plan”). A copy of the Plan will be provided to the Optionee upon request.

SCHEDULE OF EMPLOYEES PARTY TO EMPLOYMENT AGREEMENT (SENIOR VICE PRESIDENT — VERSION 2)
Employment Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks

Each of the executive officers of Comerica Incorporated named below executed an Employment Agreement on the date set forth across from his or her name.

COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks • Delaware

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”).

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