Comerica Incorporated Sample Contracts

SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Comerica Incorporated • February 15th, 2018 • Comerica Inc /New/ • National commercial banks • Delaware

THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Award Recipient”) 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 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company will provide a copy of the Plan to the Award Recipient upon request.

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COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Comerica Incorporated • January 25th, 2023 • 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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NON-QUALIFIED STOCK OPTION AGREEMENT
Comerica Incorporated • February 15th, 2017 • 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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RESTRICTED STOCK AWARD AGREEMENT
Comerica Incorporated • February 21st, 2012 • 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, 2024 • 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”) and vesting will commence as of XXXXXX (the “ Commencement 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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COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT
Comerica Incorporated • November 1st, 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.

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COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (CLIFF)
Comerica Incorporated • July 31st, 2020 • 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
Comerica Incorporated • November 8th, 2017 • Comerica Inc /New/ • National commercial banks • Delaware

THIS AGREEMENT (this “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, or any successor plan thereto (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 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.

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RESTRICTED STOCK AWARD AGREEMENT (CLIFF)
Comerica Incorporated • 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.

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COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR VERSION)
Comerica Incorporated • July 29th, 2021 • 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 Amended and Restated 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.

Sample 1
COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Comerica Incorporated • July 31st, 2009 • 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”).

Sample 1
NON-QUALIFIED STOCK OPTION AGREEMENT
Comerica Incorporated • 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.

Sample 1
COMERICA INCORPORATED and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee First Supplemental Indenture dated as of January 30, 2024 To Senior Indenture dated as of May 23, 2014
Comerica Incorporated • January 30th, 2024 • Comerica Inc /New/ • National commercial banks • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of January 30, 2024 (this “First Supplemental Indenture”), between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”), supplementing the Indenture, dated as of May 23, 2014, between the Company and the Trustee (the “Base Indenture”).

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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.

Sample 1
RESTRICTED STOCK UNIT AWARD AGREEMENT
Comerica Incorporated • November 19th, 2012 • Comerica Inc /New/ • National commercial banks • Delaware

THIS AGREEMENT (the “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Award Recipient”) 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 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company will provide a copy of the Plan to the Award Recipient upon request.

Sample 1
RESTRICTED STOCK UNIT AGREEMENT
Comerica Incorporated • October 29th, 2015 • 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 <Director Name> (hereinafter referred to as the “Director”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors, as amended from time to time (the “Plan”).

Sample 1
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