Comerica Inc. Contracts & Agreements

Description of Registrant's Securities (Filed With SEC on February 28, 2024)

Form of Standard Comerica Incorporated Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (2023 non-cliff 2-3-4 version) (Filed With SEC on February 28, 2024)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on February 28, 2024)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version) (Filed With SEC on February 28, 2024)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 28, 2024)

Underwriting Agreement, dated January 25, 2024, by and among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives... (Filed With SEC on January 30, 2024)

First Supplemental Indenture, dated as of January 30, 2024, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (Filed With SEC on January 30, 2024)

Form of Global Note for the Registrants 5.982% Fixed-to-Floating Rate Senior Notes due 2030 (Filed With SEC on January 30, 2024)

Description of Registrant's Securities (Filed With SEC on February 14, 2023)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on February 14, 2023)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version) (Filed With SEC on February 14, 2023)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 14, 2023)

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan... (Filed With SEC on January 25, 2023)

1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (amended and restated (Filed With SEC on November 14, 2022)

1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (Filed With SEC on November 14, 2022)

Restrictive Covenants and General Release Agreement by and between (Filed With SEC on May 17, 2022)

Form of Standard Comerica Incorporated Restricted Stock Agreement (non-cliff vesting without retirement provisions) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 27, 2022)

Description of Registrant's Securities (Filed With SEC on February 16, 2022)

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan... (Filed With SEC on February 16, 2022)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on February 16, 2022)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version) (Filed With SEC on February 16, 2022)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 16, 2022)

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (Director Version) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on July 29, 2021)

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (2021 three-year non-cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 28, 2021)

Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan (Filed With SEC on April 28, 2021)

Description of Registrant's Securities (Filed With SEC on February 9, 2021)

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan... (Filed With SEC on February 9, 2021)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on February 9, 2021)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version) (Filed With SEC on February 9, 2021)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 9, 2021)

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (2020 non-cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on November 3, 2020)

Form of Standard Comerica Incorporated Restricted Stock Agreement (cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (2-year version) (Filed With SEC on July 31, 2020)

Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (amended and restated effective July 1, 2020) (Filed With SEC on July 31, 2020)

Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (amended and restated effective July 1, 2020) (Filed With SEC on July 31, 2020)

Underwriting Agreement, dated May 20, 2020, by and between Comerica Incorporated and J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital... (Filed With SEC on May 26, 2020)

Deposit Agreement, dated May 26, 2020, among Comerica Incorporated, Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary... (Filed With SEC on May 26, 2020)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on April 29, 2020)

Description of Registrant's Securities (Filed With SEC on February 11, 2020)

Form of Change of Control Employment Agreement (BE2-BE3 Version) (Filed With SEC on February 11, 2020)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on February 11, 2020)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version) (Filed With SEC on February 11, 2020)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 11, 2020)

Restrictive Covenants and General Release Agreement by and between Ralph W. Babb, Jr. and Comerica Incorporated dated December 17, 2019 (Filed With SEC on December 20, 2019)

Restrictive Covenants and General Release Agreement by and between Muneera S. Carr and Comerica Incorporated dated September 30, 2019 (Filed With SEC on October 4, 2019)

Form of Global Note for the Registrants 4.000% Senior Notes due 2029 (Filed With SEC on August 1, 2019)

Underwriting Agreement, dated July 18, 2019, by and among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of... (Filed With SEC on July 24, 2019)

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan... (Filed With SEC on February 12, 2019)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on February 12, 2019)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2015 version) (Filed With SEC on February 12, 2019)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 12, 2019)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE2-BE3 Version) (Filed With SEC on February 12, 2019)

Underwriting Agreement, dated January 28, 2019, by and among the Company and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several... (Filed With SEC on February 1, 2019)

Form of Global Note for the Registrants 4.000% Senior Notes due 2029 (Filed With SEC on February 1, 2019)

Restrictive Covenants and General Release Agreement by and between Michael H. Michalak and Comerica Incorporated dated January 8, 2019 (Filed With SEC on January 11, 2019)

Underwriting Agreement, dated July 26, 2018, by and among the Company and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of... (Filed With SEC on July 31, 2018)

Form of Global Notes for the Registrants 3.700% Senior Notes due 2023 (Filed With SEC on July 31, 2018)

Form of Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on April 30, 2018)

Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 26, 2018)

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 26, 2018)

Form of Standard Comerica Incorporated Restricted Stock Unit Agreement (non-cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 26, 2018)

Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 26, 2018)

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 26, 2018)

Form of Standard Comerica Incorporated Restricted Stock Agreement (cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 26, 2018)

Form of Standard Comerica Incorporated Restricted Stock Agreement (non-cliff vesting) under the Comerica Incorporated 2018 Long-Term Incentive Plan (Filed With SEC on April 26, 2018)

Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Amended and Restated Comerica Incorporated 2006... (Filed With SEC on February 15, 2018)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (Filed With SEC on February 15, 2018)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 15, 2018)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE2-BE3 Version) (Filed With SEC on February 15, 2018)

Restrictive Covenants and General Release Agreement by and between David E. Duprey and Comerica Incorporated dated February 5, 2018 (Filed With SEC on February 8, 2018)

Form of Comerica Incorporated Restricted Stock Unit Award Agreement (non-cliff vesting) (Filed With SEC on November 8, 2017)

Form of Comerica Incorporated Restricted Stock Unit Award Agreement (cliff vesting) (Filed With SEC on November 8, 2017)

COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on April 28, 2017)

COMERICA INCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN SECTION 1 PURPOSE (Filed With SEC on February 15, 2017)

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on February 15, 2017)

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on February 15, 2017)

COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 15, 2017)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on February 15, 2017)

SUPPLEMENTAL RETIREMENT INCOME ACCOUNT PLAN FOR EMPLOYEES OF COMERICA INCORPORATED (2017 AMENDMENT AND RESTATEMENT OF THE BENEFIT EQUALIZATION PLAN FOR EMPLOYEES OF COMERICA... (Filed With SEC on January 30, 2017)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on July 27, 2016)

COMERICA INCORPORATED 2016 MANAGEMENT INCENTIVE PLAN SECTION I PURPOSE (Filed With SEC on May 2, 2016)

COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on November 17, 2015)

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on November 17, 2015)

[COMERICA LETTERHEAD] (Filed With SEC on October 29, 2015)

COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on October 29, 2015)

CHANGE OF CONTROL EMPLOYMENT AGREEMENT (BE4 and HIGHER) (Filed With SEC on October 29, 2015)

COMERICA INCORPORATED AMENDED AND RESTATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVE MAY 15, 2014) COMERICA INCORPORATED AMENDED AND RESTATED INCENTIVE PLAN FOR... (Filed With SEC on April 29, 2015)

2015 COMERICA INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVE APRIL 28, 2015) 2015 COMERICA INCORPORATED INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVE... (Filed With SEC on April 29, 2015)

AMENDED AND RESTATED COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN AMENDED AND RESTATED COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN TABLE OF... (Filed With SEC on February 17, 2015)

AMENDED AND RESTATED COMERICA INCORPORATED COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN AMENDED AND RESTATED COMERICA INCORPORATED COMMON STOCK NON-EMPLOYEE DIRECTOR FEE... (Filed With SEC on February 17, 2015)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period) (Filed With SEC on February 17, 2015)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 17, 2015)

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on July 25, 2014)

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on July 25, 2014)

COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on July 25, 2014)

$250,000,000 ComericaIncorporated 3.800% Subordinated Notes due 2026 Underwriting Agreement (Filed With SEC on July 22, 2014)

-1- COMERICA INCORPORATED 3.800% SUBORDINATED NOTES DUE JULY 22, 2026 (Filed With SEC on July 22, 2014)

$350,000,000 ComericaIncorporated 2.125% Senior Notes due 2019 Underwriting Agreement (Filed With SEC on May 23, 2014)

COMERICA INCORPORATED TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE SENIOR DEBTSECURITIES INDENTURE DATED AS OF MAY 23,2014 TABLE OF CONTENTS (Filed With SEC on May 23, 2014)

-1- COMERICA INCORPORATED 2.125% SENIOR NOTES DUE 2019 (Filed With SEC on May 23, 2014)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on April 8, 2014)

COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (AMENDED AND RESTATED EFFECTIVE OCTOBER 22, 2013) COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK... (Filed With SEC on February 14, 2014)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period) (Filed With SEC on February 14, 2014)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 14, 2014)

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on January 27, 2014)

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on January 27, 2014)

COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on January 27, 2014)

COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (AMENDED AND RESTATED EFFECTIVE OCTOBER 22, 2013) COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK... (Filed With SEC on October 29, 2013)

COMERICA INCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN SECTION 1 PURPOSE (Filed With SEC on April 29, 2013)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period) (Filed With SEC on February 19, 2013)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 19, 2013)

COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on November 19, 2012)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on April 25, 2012)

COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (AMENDED AND RESTATED EFFECTIVE NOVEMBER 15, 2011) COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE... (Filed With SEC on February 21, 2012)

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on February 21, 2012)

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on February 21, 2012)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period) (Filed With SEC on February 21, 2012)

Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 21, 2012)

COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on November 1, 2011)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on August 26, 2011)

COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on August 2, 2011)

1999 COMERICA INCORPORATED AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (Amended and Restated Effective July 26, 2011) (Filed With SEC on July 27, 2011)

1999 COMERICA INCORPORATED AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN (AMENDED AND RESTATED EFFECTIVE JULY 26, 2011) (Filed With SEC on July 27, 2011)

COMERICA INCORPORATED 2011 MANAGEMENT INCENTIVE PLAN SECTION I PURPOSE (Filed With SEC on May 2, 2011)

COMERICA INCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN SECTION 1 PURPOSE (Filed With SEC on February 28, 2011)

COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2011) COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK... (Filed With SEC on February 28, 2011)

Schedule of Named Executive Officers Party to Change of ControlEmployment Agreement (BE4 and Higher Version) (Filed With SEC on February 28, 2011)

COMERICA INCORPORATED NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on February 28, 2011)

COMERICA INCORPORATED RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on February 28, 2011)

COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 28, 2011)

COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on February 28, 2011)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on January 27, 2011)

AGREEMENT AND PLAN OF MERGER BY AND AMONG COMERICA INCORPORATED, STERLING BANCSHARES, INC. AND SUB (as defined herein) Dated as of January 16, 2011 TABLE OF CONTENTS (Filed With SEC on January 21, 2011)

$300,000,000 Comerica Incorporated Senior Notes due 2015 Underwriting Agreement September 13, 2010 (Filed With SEC on September 16, 2010)

-1- COMERICA INCORPORATED 3.00% SENIOR NOTES DUE 2015 (Filed With SEC on September 16, 2010)

11,479,592 Warrants Comerica Incorporated UNDERWRITING AGREEMENT (Filed With SEC on May 12, 2010)

COMERICA INCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (Filed With SEC on May 3, 2010)

RESTRICTIVECOVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on April 29, 2010)

Comerica Incorporated 22,857,143 Shares of Common Stock Underwriting Agreement (Filed With SEC on March 12, 2010)

Schedule ofNamed Executive Officers Party to Change inControl Employment Agreement (BE4 and Higher Version) (Filed With SEC on February 25, 2010)

COMERICAINCORPORATED RESTRICTEDSTOCK AWARD AGREEMENT (Filed With SEC on February 25, 2010)

CHANGE OF CONTROL EMPLOYMENTAGREEMENT (BE4 AND HIGHER) (Filed With SEC on February 25, 2010)

AGREEMENT REGARDING PORTION OF SALARY PAYABLE IN PHANTOMSTOCK UNITS (Filed With SEC on January 28, 2010)

COMERICAINCORPORATED RESTRICTEDSTOCK AWARD AGREEMENT (Filed With SEC on October 30, 2009)

COMERICA INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on July 31, 2009)

AMENDED AND RESTATED BENEFIT EQUALIZATION PLANFOR EMPLOYEES OF COMERICA INCORPORATED PREAMBLE (Filed With SEC on March 30, 2009)

RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (Filed With SEC on February 25, 2009)

COMERICAINCORPORATED 2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (Filed With SEC on February 24, 2009)

COMERICA INCORPORATED 2006 AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN (Filed With SEC on February 24, 2009)

AMENDED AND RESTATED BENEFIT EQUALIZATION PLANFOR EMPLOYEES OF COMERICA INCORPORATED (EFFECTIVE DECEMBER 31,2008) PREAMBLE (Filed With SEC on February 24, 2009)

COMERICA INCORPORATED AMENDED ANDRESTATED EMPLOYEE STOCK PURCHASE PLAN (AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008) (Filed With SEC on February 24, 2009)

1999 COMERICAINCORPORATED AMENDED AND RESTATED DEFERRED COMPENSATIONPLAN (Amended and Restated Effective December 31, 2008) (Filed With SEC on February 24, 2009)

1999 COMERICA INCORPORATED AMENDED AND RESTATED COMMON STOCK DEFERRED INCENTIVE AWARD PLAN (AMENDEDAND RESTATED EFFECTIVE DECEMBER 31, 2008) (Filed With SEC on February 24, 2009)

AMENDED AND RESTATEDCOMERICA INCORPORATED NON-EMPLOYEE DIRECTOR FEEDEFERRAL PLAN (EFFECTIVE DECEMBER 31,2008) (Filed With SEC on February 24, 2009)

AMENDED AND RESTATED COMERICA INCORPORATED COMMON STOCK NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN (EFFECTIVE DECEMBER 31, 2008) (Filed With SEC on February 24, 2009)

COMERICA INCORPORATED AMENDED AND RESTATEDINCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVEDECEMBER 31, 2008) (Filed With SEC on February 24, 2009)

Schedule of Named Executive Officers Party to Change in Control Employment Agreement (BE4and Higher Version) (Filed With SEC on February 24, 2009)

FINANCIAL INDUSTRYREGULATORY AUTHORITY (Filed With SEC on February 24, 2009)

CHANGE OF CONTROL EMPLOYMENTAGREEMENT (BE4 AND HIGHER) (Filed With SEC on November 21, 2008)

CHANGE OF CONTROL EMPLOYMENTAGREEMENT (BE2-BE3) (Filed With SEC on November 21, 2008)

TRANSFER OF THIS CERTIFICATE IS RESTRICTED. SEE LEGEND ON REVERSE SIDE. FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F NUMBER Comerica SHARES THIS CERTIFICATE IS... (Filed With SEC on November 19, 2008)

WARRANT TOPURCHASE COMMON STOCK (Filed With SEC on November 19, 2008)

UNITED STATESDEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220 (Filed With SEC on November 19, 2008)

COMERICAINCORPORATED WAIVER (Filed With SEC on November 19, 2008)

COMERICAINCORPORATED CAPITALPURCHASE PROGRAM SENIOR EXECUTIVE OFFICER CONSENT (Filed With SEC on November 19, 2008)

ComericaSecurities, Inc. (Comerica) (20080130555) FINRASettlement Term Sheet (Filed With SEC on October 31, 2008)

Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (Filed With SEC on February 27, 2007)

Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement (Filed With SEC on February 27, 2007)

Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) (Filed With SEC on February 27, 2007)

Settlement Agreement dated as of November 3, 2006 and enforceable on November 10, 2006 (Filed With SEC on February 27, 2007)

Comerica Capital Trust II 6.576% Capital Securities (liquidation amount $1,000 per Capital Security) guaranteed to the extent set forth in the Guarantee Agreement by Comerica... (Filed With SEC on February 21, 2007)

COMERICA INCORPORATED (Filed With SEC on February 21, 2007)

COMERICA INCORPORATED 6.576% Capital Efficient Notes due 2082 (Filed With SEC on February 21, 2007)

AMENDED AND RESTATED DECLARATION (Filed With SEC on February 21, 2007)

GUARANTEE AGREEMENT (Filed With SEC on February 21, 2007)

Restrictive Covenants and General Release Agreement by and between John D. Lewis and Comerica Incorporated (Filed With SEC on August 1, 2006)

Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement (Filed With SEC on August 1, 2006)

Form of Standard Comerica Incorporated Restricted Stock Award Agreement (Filed With SEC on August 1, 2006)

Form of Employment Agreement (Senior Vice President - Version 2) (Filed With SEC on August 1, 2006)

Schedule of Employees Party to Employment Agreement (Senior Vice President - Version 2) (Filed With SEC on August 1, 2006)

Form of Non-Employee Director Restricted Stock Unit Agreement (Version 2) (Filed With SEC on August 1, 2006)

Form of Employment Agreement (Filed With SEC on May 3, 2006)

Schedule of Employees Party to Employment Agreement (Filed With SEC on May 3, 2006)

Restrictive Covenants and General Release Agreement (Filed With SEC on May 3, 2006)

Restrictive Covenants and General Release Agreement by and between John D. Lewis and Comerica Incorporated dated March 13, 2006 (Filed With SEC on March 15, 2006)

Form of Employment Agreement (Executive Vice President-Version 2) (Filed With SEC on March 3, 2006)

Amended and Restated Incentive Plan for Non-Employee Directors (Filed With SEC on August 4, 2005)

Form of Standard Non-Employee Director Restricted Stock Unit Agreement (revised) (Filed With SEC on August 4, 2005)

1999 Amended and Restated Deferred Compensation Plan (Filed With SEC on March 3, 2005)

1999 Amended/Restated Common Stock Deferred Incentive Award Plan (Filed With SEC on March 3, 2005)

Non-Employee Director Restricted Stock Unit Agreement (Filed With SEC on November 5, 2004)

Restricted Stock Award Agreement (Cliff Vesting) (Filed With SEC on November 5, 2004)

Restricted Stock Award Agreement (Non-Cliff Vesting) (Filed With SEC on November 5, 2004)

Non-Qualified Stock Option Agreement (Filed With SEC on November 5, 2004)

No Sale Agreement under the Amended and Restated Management Incentive Plan (Filed With SEC on November 5, 2004)

Amended and Restated Employee Stock Purchase Plan (Filed With SEC on November 5, 2004)

Comerica Incorporated Incentive Plan for Non-Employee Directors (Filed With SEC on August 6, 2004)

1999 Common Stock Deferred Incentive Award Plan (Filed With SEC on March 9, 2004)

Non-Employee Director Fee Deferral Plan (Filed With SEC on March 9, 2004)

Common Stock Non-Employee Director Fee Deferral (Filed With SEC on March 9, 2004)

Comerica Incorporated Employee Stock Purchase Plan (Filed With SEC on August 14, 2003)

Form of Employment Agreement (Filed With SEC on March 31, 2003)

Director Indemnification Agreement (Filed With SEC on March 31, 2003)

1999 Comerica Inc Deferred Incentive Award Plan (Filed With SEC on March 31, 2003)

Amended & Restated Comerica Inc Stock Option Plan (Filed With SEC on March 31, 2003)

Comerica Inc Director Fee Deferral Plan (Filed With SEC on March 31, 2003)

Comerica Inc Common Stock Director Deferral Plan (Filed With SEC on March 31, 2003)

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Comerica Inc. Contracts & Agreements