0001047469-10-001314 Sample Contracts

CHANGE OF CONTROL EMPLOYMENT AGREEMENT (BE4 AND HIGHER)
Change of Control Employment Agreement • February 25th, 2010 • Comerica Inc /New/ • National commercial banks • Delaware

CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the day of , 20 (this “Agreement”), by and between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and (the “Executive”).

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COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT
Comerica Incorporated • February 25th, 2010 • 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.

Schedule of Named Executive Officers Party to Change in Control Employment Agreement (BE4 and Higher Version)
Comerica Inc /New/ • February 25th, 2010 • National commercial banks
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