0000950124-07-001147 Sample Contracts

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT
Comerica Incorporated Restricted Stock Award Agreement • February 27th, 2007 • Comerica Inc /New/ • National commercial banks

THIS AGREEMENT (the “Agreement”) between Comerica Incorporated (the “Company”) and [Name] (the “Award Recipient”) is effective as of [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.

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COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT
Comerica Incorporated Non-Qualified Stock Option Agreement • February 27th, 2007 • 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.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE (All Parties)
Settlement Agreement and Mutual Release • February 27th, 2007 • Comerica Inc /New/ • National commercial banks • California
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