0001193125-11-049884 Sample Contracts

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT
Comerica Incorporated • February 28th, 2011 • 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.

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COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT
Comerica Incorporated • February 28th, 2011 • Comerica Inc /New/ • National commercial banks • Delaware

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 of Control Employment Agreement (BE4 and Higher Version)
Comerica Inc /New/ • February 28th, 2011 • National commercial banks
COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 28th, 2011 • 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”).

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT
Comerica Incorporated • February 28th, 2011 • 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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