RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT

1.

Separation from Employment . Executive and Comerica agree that Executive’s employment with Comerica shall terminate effective February 28, 2009 (the “Separation Date”).

2.

Public Announcement . Comerica shall issue an announcement of Executive’s departure from Comerica by February 26, 2009.

3.

Resignation from Boards and Committees . Effective February 28, 2009, Executive shall resign from his position as Executive Vice President of Comerica Incorporated and Comerica Bank and, effective before or as of February 28, 2009, Executive shall resign from any other positions he holds as an officer, member or manager of Comerica or as a member of a Comerica board or committee.

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, personal computer, laptop, Blackberry, keys, identification cards, access 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 Paragraph 6, the covenants set forth in Paragraphs 7, 8, 9, 10 and 11 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:

a.

Prior to the Separation Date, so long as Executive continues to be employed by Comerica, Comerica shall continue to pay Executive his regular base salary at the rate in effect as of immediately prior to the delivery of this Agreement, in accordance with the payroll practices of Comerica applicable to similarly situated executives.

b.

Prior to the Separation Date, so long as Executive continues to be employed by Comerica, Executive shall continue to be eligible to participate in Comerica’s health, welfare benefit and retirement plans in which Executive participated immediately prior to the delivery of this Agreement, as such plans may be in effect from time to time.

c.

Following the Separation Date, 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.

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.

Executive will receive, pursuant to the terms of the 1999 Amended and Restated Comerica Incorporated Deferred Compensation Plan (“DCP”) and the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (“DIAP”), distributions from his accounts under those plans, payable in accordance with his prior elections and the terms of the DCP and the DIAP, respectively. Such distributions will be subject to all applicable taxes, FICA and other withholding and deductions required by law and will be made pursuant to the distribution schedule followed under the administrative procedures of the DCP and the DIAP, respectively.

f.

At the meeting of the Comerica Incorporated Governance, Compensation and Nominating Committee (the “Committee”) held on January 27, 2009, upon the recommendation of Comerica, the Committee adopted resolutions generally providing that, subject to the execution and delivery by Executive of this Agreement at least eight (8) calendar days prior to the Separation Date and his non-revocation of this Agreement:

g.

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.

6.

Release of Claims . In consideration for the payments and other benefits provided to Executive by this Agreement, including those described above in Paragraph 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows:

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, contracts, grievances, liabilities, debts, judgments, 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, 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 Texas Commission on Human Rights Act, the Public Employment Discrimination Act, the Texas Free Enterprise and Enterprise Act of 1938, the Texas Payday Law, the Texas Minimum Wage Act of 1970, 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, incentive, wage, vacation or other paid time off, 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 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan, and the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, in each case in accordance with the terms of such plans and any valid elections thereunder. In addition, prior to November 23,

2004, a portion of the Executive’s incentive bonus attributable to the three-year performance period under the MIP was automatically invested in common stock that, pursuant to a No Sale Agreement, will be non-transferrable until he terminates employment with Comerica (sometimes referred to as the non-deferred 3-year award program or plan) (the “Non-Deferred Account”). Executive shall be entitled to receive the shares in his Non-Deferred Account following his Separation Date. Executive agrees that he is not entitled to any benefits under any other program or plan of Comerica.

d.

The provisions of this Paragraph 6 do not apply to any claim Executive may have for representation and indemnification pursuant to Paragraph 5(g) above or any claim based solely upon his status as a shareholder of Comerica Incorporated.

7.

Disclosure of Information . Executive hereby acknowledges that he has been and will continue to have access and exposure to confidential and proprietary information of Comerica and trade secrets, including details of the business or affairs of Comerica, its subsidiaries or affiliates (including, without limitation, planning information and strategies, information and/or strategies for the prosecution and/or defense of any matter that is now or may be in the future the subject of any lawsuit, dispute, controversy, claim and/or regulatory action, financial information, organizational structure, strategic planning, sales and marketing strategies, distribution methods, data processing and other systems, personnel policies and compensation plans and arrangements); any customer or

advertising lists; any information, knowledge or data of a technical nature (including, without limitation, methods, know-how, processes, discoveries, machines, or research projects); any information, knowledge or data relating to future developments (including without limitation, tax planning research and development, future marketing or merchandising); or any and all other trade secrets (collectively, “Confidential Information”). Confidential Information does not include (i) information already known or independently developed by Executive from public sources or information in the public domain, (ii) information in the public domain through no wrongfu