RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT

1.

Separation from Employment . Executive and Comerica agree that Executive’s employment with Comerica shall terminate effective June 30, 2006 (the “ Separation Date ”). To the extent that as of the Separation Date Executive satisfies the definition of “retirement” (or any derivation of such term) under any Comerica plan in which Executive participates as of the Separation Date, the cessation of Executive’s employment shall be treated as a retirement.

2.

Resignation from Vice Chairman Position . Effective as of April 14, 2006 (the “ Succession Date ”), Executive shall resign from his position as Comerica’s Vice Chairman and any other positions as an officer of Comerica or member of a Comerica board or committee. From the Succession Date through the Separation Date (the “ Transition Period ”), Executive shall continue as a non-executive

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employee of Comerica and shall remain available at such times as may be requested by Comerica to ensure a stable transition. During the Transition Period, Executive shall be provided with appropriate office space for his use.

3.

Public Announcement . Comerica shall issue an announcement of Executive’s resignation as Comerica’s Vice Chairman and departure from Comerica on March 15, 2006.

4.

Return of Comerica Property . Executive shall return to Comerica, no later than the close of business on the Separation Date, all property of Comerica, including but not limited to customer information, computer, palm pilot, Blackberry, cellular phone, keys, identification cards, corporate credit cards, and files or other documents received, compiled or generated by or for Executive in connection with or by virtue of his employment with Comerica.

5.

Compensation and Benefits . In consideration for the release of claims set forth in Section 7, the covenants set forth in Sections 8, 9 and 10 and such other promises of Executive as set forth in this Agreement, Comerica agrees that it shall pay or provide to Executive the following payments and benefits:

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which Executive participated immediately prior to the Succession Date, as such plans may be in effect from time to time.

c.

Following the Transition Period, Executive shall be eligible to elect continuation coverage under Comerica’s healthcare benefit plans in accordance with Section 4980B (“ COBRA ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the terms of the applicable plan. Assuming Executive elects COBRA continuation coverage under Comerica’s medical benefit plan, Executive shall be eligible to continue medical benefit plan coverage under COBRA for the period of coverage under COBRA, with the cost of such coverage to be paid by Executive pursuant to the terms generally applicable to retired employees of Comerica as in effect from time to time. Executive’s conversion rights under other insurance programs following the Separation Date shall be determined in accordance with the terms of the applicable plan.

d.

During the Transition Period, Comerica shall reimburse Executive for reasonable and documented business expenses incurred by Executive on or before the Separation Date, in accordance with the terms of Comerica’s policy.

e.

During the Transition Period, Executive may continue to use the automobile provided to him by Comerica, which automobile shall be returned to Comerica on or before the Separation Date at a location designated by Comerica.

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f.

Stock options granted to Executive under the 1997 Long-Term Incentive Plan (the “ LT Incentive Plan ”) shall be governed by the terms of the LT Incentive Plan and the respective grant agreements evidencing the grant of such options.

g.

Comerica will recommend to the Comerica Incorporated Compensation Committee (the “ Committee ”) that Executive’s restricted shares of Comerica Incorporated common stock that are not vested as of the Separation Date shall fully vest as of the effective date of any such action by the Committee, subject to such other terms and conditions of the LT Incentive Plan and the grant agreements evidencing the grant of such restricted stock, including Executive’s obligation to satisfy all tax withholding obligations.

h.

Subject to Executive’s continued compliance with the covenants set forth in Sections 7, 8 and 9 of this Agreement and Executive’s execution and non-revocation of the General Release attached as Exhibit A hereto, Executive shall be paid a lump payment equal to $1,057,800.00 on December 31, 2006.

i.

To the extent provided by the Amended and Restated Bylaws of Comerica, Incorporated, Article V, Section 12, Comerica agrees to defend, indemnify and hold Executive harmless from and against all liability for actions taken by him within the scope of his responsibilities so long as his conduct in any such matter was consistent with the standards contained in such Article V, Section 12.

a.

For himself and for all people acting on his behalf (such as, but not limited to, his family, heirs, executors, administrators, personal representatives, agents and/or legal representatives), Executive agrees to waive any and all claims or grievances which he may have against Comerica and Comerica’s past or present stockholders, directors, officers, trustees, agents, representatives, attorneys, employees, in their individual or representative capacities, and any and all employee benefit plans and their respective past, current and future trustees and administrators (hereafter, collectively, the “ Released Parties ”). By his signature hereto, Executive, for himself and for all people acting on his behalf, forever and fully releases and discharges any and all of the Released Parties from any and all claims, causes of action, charges, contracts, grievances, and demands, including but not limited to any claims for attorney fees, that Executive ever had, now has, or may have by reason of or arising in whole or in part out of any event, act or omission occurring on or prior to the Effective Date of this Agreement. This release includes, but is not limited to, any and all claims of any nature that relate to Executive’s employment by or termination of employment with Comerica . This release includes, but is not limited to: claims of promissory estoppel, forced resignation, constructive discharge,

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libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge in violation of public policy, breach of contract, breach of implied contract, infliction of emotional distress, detrimental reliance, invasion of privacy, negligence, malicious prosecution, false imprisonment, fraud, assault and battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all claims under any federal, state, and/or local law, regulation, or order prohibiting discrimination, including the Age Discrimination in Employment Act , the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Elliott-Larsen Civil Rights Act, or the Michigan Person’s With Disabilities Civil Rights Act, together with any and all claims under the Fair Credit Reporting Act, the Uniform Services Employment and Reemployment Rights Act, the Employee Retirement Security Income Security Act, the Family Medical Leave Act, or any other federal, state, and or local law, regulation, or order relating to employment, as they all have been or may be amended. It is Executive’s intent, by executing this Agreement, to release all claims as specified above to the maximum extent permitted by law, whether said claims are presently known or unknown.

b.

To the maximum extent permitted by law, Executive agrees that he has not filed, nor will he ever file, a lawsuit asserting any claims which are released by this Agreement, or to accept any benefit from any lawsuit which might be filed by another person or government entity based in

whole or in part on any event, act, or omission which is the subject of Executive’s release.

c.

Executive understands and agrees that, other than the payments and benefits expressly enumerated in this Agreement, he is not entitled to receive any other compensation, wage, vacation, leave, benefit or other payment from Comerica, other than any vested benefits to which he may be entitled under the Comerica Incorporated Retirement Plan, the Comerica Incorporated Preferred Savings [401(k)] Plan, the 1997 Comerica Incorporated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Plan, the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, and the Benefit Equalization Plan for Employees of Comerica Incorporated, in each case in accordance with the terms of such plans and any valid elections thereunder. Executive agrees that he is not entitled to any benefits under any other program or plan of Comerica.

d.

The provisions of this Section 6 do not apply to any claim Executive may have for representation and indemnification pursuant to Section 5(i) above.

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Handbook and/or Code of Business Conduct and Ethics and/or its Corporate Information Protection Policy and manual. Executive agrees that in the event of a legal proceeding (whether threatened or pending, whether investigative, administrative, or judicial) involving matters of which he has knowledge by virtue of the positions Executive held during his employment at Comerica, Executive shall disclose to Comerica and its counsel any facts known to Executive which might be relevant to said legal proceeding and shall cooperate fully with Comerica and its counsel so as to enable Comerica to present any claim or defense which it may have relating to such matters. For purposes of this Section 7, “cooperate fully” shall mean that Executive shall make himself reasonably available for interviews, depositions, and testimony as directed by Comerica or its counsel, and shall further execute truthful statements, declarations, or affidavits pertaining to such matters at the request of Comerica or its counsel. Executive shall be reimbursed for any out of pocket expenses and/or lost wages that he may incur as a result of his compliance with this Section 7. Nothing in this Section 7 shall be construed as requiring Executive to be non-truthful or as preventing him from disclosing information that would be considered adverse to Comerica or requiring him to do anything in violation of any applicable law, rule or regulation.

8.

Non-Dispar