Exhibit 10.42


 


CHANGE OF CONTROL EMPLOYMENT
AGREEMENT (BE4 AND HIGHER)


 


CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of
the          day
of                       ,  20      
(this “Agreement”), by and between COMERICA INCORPORATED, a Delaware
corporation (the “Company”), and                                   
(the “Executive”).


 


WHEREAS, the Board of Directors of the Company (the “Board”),
has determined that it is in the best interests of the Company and its
stockholders  to assure that the Company will have
the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined herein).  The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control
and to encourage the Executive’s full attention and dedication to the Company
in the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
that ensure that the compensation and benefits expectations of the Executive
will be satisfied and that provide the Executive with compensation and benefits
arrangements that are competitive with those of other corporations.  Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement.


 


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


Section 1.                                                  Certain Definitions.  (a) “Effective Date” means the first
date during the Change of Control Period (as defined herein) on which a Change
of Control occurs.  Notwithstanding
anything in this Agreement to the contrary, if (A) the Executive’s
employment with the Company is terminated by the Company, (B) the Date of
Termination is prior to the date on which a Change of Control occurs, and (C) it
is reasonably demonstrated by the Executive that such termination of employment
(i) was at the request of a third party that has taken steps reasonably
calculated to effect a Change of Control or (ii) otherwise arose in
connection with or anticipation of a Change of Control (such a termination of
employment, an “Anticipatory Termination”), then for all purposes of this
Agreement, the “Effective Date” means the date immediately prior to such Date
of Termination.


 


(b)                                 “Change of Control Period” means the
period commencing on the date hereof and ending on the third anniversary of the
date hereof; provided, however,
that, commencing on the date one year after the date hereof, and on each annual
anniversary of such date (such date and each annual anniversary thereof, the “Renewal
Date”), unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate three years from such Renewal Date,
unless, at least 60 days prior to the Renewal Date, the Company shall give
notice to the Executive that the Change of Control Period shall not be so
extended.


 


(c)                                  “Affiliated Company” means any company
controlled by, controlling or under common control with the Company.


 


(d)                                 “Change of Control” means:


 

















 


(1)                                  Any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the
beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (A) the then-outstanding shares of
common stock of the Company (the “Outstanding Company Common Stock”) or (B) the
combined voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that, for purposes of this Section 1(d), the
following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Affiliated Company or (iv) any acquisition pursuant to a
transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and
1(d)(3)(C);


 


(2)                                  Individuals who, as of the date hereof,
constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual was a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board;


 


(3)                                  Consummation of a reorganization, merger,
statutory share exchange or consolidation or similar transaction involving the
Company or any of its subsidiaries, a sale or other disposition of all or
substantially all of the assets of the Company, or the acquisition of assets or
stock of another entity by the Company or any of its subsidiaries (each, a “Business
Combination”), in each case unless, following such Business Combination, (A) all
or substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of
common stock (or, for a non-corporate entity, equivalent securities) and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors (or, for a non-corporate entity,
equivalent governing body), as the case may be, of the entity resulting from
such Business Combination (including, without limitation, an entity that, as a
result of such transaction, owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the
Business Combination, and (C) at least a majority of the members of the
board of directors (or, for a non-corporate entity, equivalent governing body)
of the entity resulting from such Business 


 


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Combination were members of the Incumbent
Board at the time of the execution of the initial agreement or of the action of
the Board providing for such Business Combination; or


 


(4)                                  Approval by the stockholders  of the Company of a complete liquidation or dissolution of
the Company.


 


Section 2.                                                  Employment Period.  The Company hereby agrees to continue the
Executive in its employ, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on the last day of
the thirtieth consecutive month following the Effective Date (the “Employment
Period”).  The Employment Period shall
terminate upon the Executive’s termination of employment for any reason.


 


Section 3.                                                  Terms of Employment.  (a)  Position
and Duties.


 


(1)                                  During the Employment
Period, (A) the Executive’s position (including status, offices, titles
and reporting requirements), authority, duties and responsibilities shall be at
least commensurate in all respects with the most significant of those held, exercised
and assigned at any time during the 120-day period immediately preceding the
Effective Date, and (B) the Executive’s services shall be performed at the
location where the Executive was employed immediately preceding the Effective
Date or at any office or location less than 60 miles from such location.


 


(2)                                  During the Employment Period, and
excluding any periods of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote reasonable attention and time during
normal business hours to the business and affairs of the Company and, to the
extent necessary to discharge the responsibilities assigned to the Executive
hereunder, to use the Executive’s reasonable best efforts to perform faithfully
and efficiently such responsibilities. 
During the Employment Period, it shall not be a violation of this
Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements
or teach at educational institutions and (C) manage personal investments,
so long as such activities do not significantly interfere with the performance
of the Executive’s responsibilities as an employee of the Company in accordance
with this Agreement.  It is expressly
understood and agreed that, to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the continued conduct
of such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive’s responsibilities to the Company.


 


(b)                                 Compensation.  (1) 
Base Salary.  During the Employment Period, the
Executive shall receive an annual base salary (the “Annual Base Salary”) at an
annual rate at least equal to 26 times the highest bi-weekly base salary paid
or payable, including any base salary that has been earned but deferred, to the
Executive by the Company and the Affiliated Companies in respect of the
one-year period immediately preceding the month in which the Effective Date
occurs.  The Annual Base Salary shall be
paid to the Executive at such intervals as the Company pays executive salaries
generally, unless the Executive shall elect to defer the receipt of such Base
Salary pursuant to an arrangement that meets the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).  During the Employment Period, the Annual Base
Salary shall be reviewed at least annually, beginning no more than 12 


 


3

















 


months after the last salary increase
awarded to the Executive prior to the Effective Date.  Any increase in the Annual Base Salary shall
not serve to limit or reduce any other obligation to the Executive under this
Agreement.  The Annual Base Salary shall
not be reduced after any such increase and the term “Annual Base Salary” shall
refer to the Annual Base Salary as so increased.


 


(2)                                  Annual Bonus.  In
addition to the Annual Base Salary, the Executive shall be awarded, for each
fiscal year ending during the Employment Period, an annual bonus (the “Annual
Bonus”) in cash at least equal to the aggregate of the Executive’s highest
bonus under each of


 


(i)                                     the
Company’s  Management Incentive Plan; and


 


(ii)                                  any business
unit incentive plan of the Company in which the Executive has participated
during any portion of the last three fiscal years (or any predecessor or
successor plan to any thereof), as applicable, for the last three full fiscal
years prior to the Effective Date, including any bonus or portion thereof that
has been earned but deferred (annualized in the event that the Executive was
not employed by the Company for the whole of such fiscal year and not otherwise
paid a full year’s bonus for such year) (the “Recent Annual Bonus”).  For purposes of determining the Recent Annual
Bonus, the highest bonus under the Management Incentive Plan shall be
determined by including bonuses earned for both the annual and multiyear
performance periods ending in each of the last three full fiscal years prior to
the Effective Date (or for such lesser number of full fiscal years prior to the
Effective Date for which the Executive was eligible to earn such a bonus and
annualized in the case of any pro rata bonus earned for a partial fiscal
year).  Each such Annual Bonus shall be
paid no later than two and a half months after the end of the fiscal year for
which the Annual Bonus is awarded, unless the Executive shall elect to defer
the receipt of such Annual Bonus pursuant to an arrangement that meets the
requirements of Section 409A of the Code.


 


(3)                                  Long-Term Equity Incentives,
Savings and Retirement Plans.  During the Employment Period, the
Executive shall be entitled to participate in all equity incentive, savings and
retirement plans, practices, policies, and programs applicable generally to
other peer executives of the Company and the Affiliated Companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in
each case, less favorable, in the aggregate, than the most favorable of those
provided by the Company and the Affiliated Companies for the Executive under
such plans, practices, policies and programs as in effect at any time during
the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and the Affiliated Companies.


 


(4)                                  Welfare Benefit Plans. 
During
the Employment Period, the Executive and/or the Executive’s family, as the case
may be, shall be eligible for participation in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided by the
Company and the Affiliated Companies (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans 


 


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and programs) to the extent applicable
generally to other peer executives of the Company and the Affiliated Companies,
but in no event shall such plans, practices, policies and programs provide the
Executive with benefits that are less favorable, in the aggregate, than the
most favorable of such plans, practices, policies and programs in effect for
the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company
and the Affiliated Companies.


 


(5)                                  Expenses. 
During
the Employment Period, the Executive shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by the Executive in accordance with the
most favorable policies, practices and procedures of the Company and the
Affiliated Companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.


 


(6)                                  Fringe Benefits. 
During
the Employment Period, the Executive shall be entitled to fringe benefits,
including, without limitation, tax planning services, payment of club dues,
and, if applicable, use of an automobile and payment of related expenses, in
accordance with the most favorable plans, practices, programs and policies of
the Company and the Affiliated Companies in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and the Affiliated Companies.


 


(7)                                  Office and Support Staff. 
During
the Employment Period, the Executive shall be entitled to an office or offices
of a size and with furnishings and other appointments, and to exclusive
personal secretarial and other assistance, at least equal to the most favorable
of the foregoing provided to the Executive by the Company and the Affiliated
Companies at any time during the 120-day period immediately preceding the Effective
Date or, if more favorable to the Executive, as provided generally at any time
thereafter with respect to other peer executives of the Company and the
Affiliated Companies.


 


(8)                                  Vacation. 
During
the Employment Period, the Executive shall be entitled to paid vacation in
accordance with the most favorable plans, policies, programs and practices of
the Company and the Affiliated Companies as in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and the Affiliated Companies.


 


Section 4.                                                  Termination of Employment.  (a)  Death or
Disability.  The Executive’s
employment shall terminate automatically if the Executive dies during the Employment
Period.  If the Company determines in
good faith that the Disability (as defined herein) of the Executive has
occurred during the Employment Period (pursuant to the definition of “Disability”),
it may give to the Executive written notice in accordance with Section 11(b) of
its intention to terminate the Executive’s employment.  In such event, the Executive’s employment
with the Company shall terminate effective on the 30th day after receipt of
such 


 


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notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive’s
duties.  “Disability” means the absence
of the Executive from the Executive’s duties with the Company on a full-time
basis for 180 consecutive business days as a result of incapacity due to mental
or physical illness that is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative.


 


(b)                                 Cause. 
The
Company may terminate the Executive’s employment during the Employment Period
with or without Cause.  “Cause” means:


 


(1)                                  the willful and continued failure of the
Executive to perform substantially the Executive’s duties with the Company or
any Affiliated Company (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board or the Chief Executive
Officer of the Company that specifically identifies the manner in which the
Board or the Chief Executive Officer of the Company believes that the Executive
has not substantially performed the Executive’s duties, or


 


(2)                                  the willful engaging by the Executive in
illegal conduct or gross misconduct that is materially and demonstrably
injurious to the Company.


 


For purposes of this Section 4(b), no act, or
failure to act, on the part of the Executive shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the
best interests of the Company.  Any act,
or failure to act, based upon (A) authority given pursuant to a resolution
duly adopted by the Board, or if the Company is not the ultimate parent
corporation of the Affiliated Companies and is not publicly-traded, the board
of directors of the ultimate parent of the Company (the “Applicable Board”), (B) the
instructions of the Chief Executive Officer of the Company or a senior officer
of the Company or (C) the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company.  The cessation of employment of the Executive
shall not be deemed to be for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the entire membership of the Applicable
Board (excluding the Executive, if the Executive is a member of the Applicable
Board) at a meeting of the Applicable Board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is
given an opportunity, together with counsel for the Executive, to be heard
before the Applicable Board), finding that, in the good faith opinion of the Applicable
Board, the Executive is guilty of the conduct described in Section 4(b)(1) or
4(b)(2), and specifying the particulars thereof in detail.


 


(c)                                  Good Reason. 
The
Executive’s employment may be terminated during the Employment Period by the
Executive for Good Reason or by the Executive voluntarily without Good
Reason.  “Good Reason” means:


 


(1)                                  the assignment to the Executive of any
duties inconsistent in any respect with the Executive’s position (including
status, offices, titles and reporting requirements), authority, 


 


6

















 


duties or responsibilities as
contemplated by Section 3(a), or any action by the Company that results in
a diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in
bad faith and that is remedied by the Company promptly after receipt of notice
thereof given by the Executive;


 


(2)                                  any failure by the Company to comply with
any of the provisions of Section 3(b), other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and that is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;


 


(3)                                  the Company’s requiring the Executive to
be based at any office or location other than as provided in Section 4(a)(i)(B) hereof
or the Company’s requiring the Executive to travel on Company business to a
substantially greater extent than required immediately prior to the Effective
Date;


 


(4)                                  any purported termination by the Company
of the Executive’s employment otherwise than as expressly permitted by this
Agreement; or


 


(5)                                  any failure by the Company to comply with
and satisfy Section 10(c).


 


For purposes of this Section 4(c) of
this Agreement, any good faith determination of Good Reason made by the
Executive shall be conclusive.  The Executive’s mental or physical
incapacity following the occurrence of an event described above in clauses (1) through
(5) shall not affect the Executive’s ability to terminate employment for
Good Reason.


 


(d)                                 Notice of Termination. 
Any
termination by the Company for Cause, or by the Executive for Good Reason,
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Section 11(b).  “Notice
of Termination” means a written notice that (1) indicates the specific
termination provision in this Agreement relied upon, (2) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s employment under the
provision so indicated, and (3) if the Date of Termination (as defined
herein) is other than the date of receipt of such notice, specifies the Date of
Termination (which Date of Termination shall be not more than 30 days after the
giving of such notice).  The failure by
the Executive or the Company to set forth in the Notice of Termination any fact
or circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company, respectively, hereunder or
preclude the Executive or the Company, respectively, from asserting such fact
or circumstance in enforcing the Executive’s or the Company’s respective rights
hereunder.


 


(e)                                  Date of Termination. “Date of Termination” means (1) if the Executive’s
employment is terminated by the Company for Cause, or by the Executive for Good
Reason, the date of receipt of the Notice of Termination or such later date
specified in the Notice of Termination, as the case may be, (2) if the
Executive’s employment is terminated by the Company other than for Cause or
Disability, the date on which the Company notifies the Executive of such
termination, (3) if the Executive resigns without Good Reason, the date on
which the Executive notifies the Company of such termination, and (4) if
the Executive’s employment is terminated by reason of death or Disability, the
date of death of the Executive or the Disability Effective Date, as the case
may be.  Notwithstanding the foregoing,
in no event 


 


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shall the Date of Termination occur until
the Executive experiences a “separation from service” within the meaning of Section 409A
of the Code, and notwithstanding anything contained herein to the contrary, the
date on which such separation from service takes place shall be the “Date of
Termination.”


 


Section 5.                                                  Obligations of the Company upon Termination.  (a)  By the Executive for
Good Reason; By the Company Other Than for Cause, Death or Disability.  If, during the Employment Period, the Company
terminates the Executive’s employment other than for Cause, Death or Disability
or the Executive terminates employment for Good Reason:


 


(1)                                  the
Company shall pay to the Executive, in a lump sum in cash within 30 days after
the Date of Termination, the aggregate of the following amounts:


 


(A)                              the
sum of (i) the Executive’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid or deferred pursuant to an
irrevocable election under any deferred compensation arrangement subject to Section 409A,
(ii) any accrued vacation pay to the extent not theretofore paid (the sum
of the amounts described in subclauses (i) and (ii), the “Accrued
Obligations”) and (iii) an amount equal to the product of (x) the
higher of (I) the Recent Annual Bonus and (II) the aggregate Annual
Bonus under each of the Company’s 
Management Incentive Plan and any business unit incentive plan of the
Company in which the Executive has participated (or any predecessor or successor plan to any
thereof) paid or payable, including any bonus or portion thereof that has been
earned but deferred (and annualized for any fiscal year consisting of less than
12 full months or during which the Executive was employed for less than 12 full
months), for the most recently completed fiscal year during the Employment
Period, if any, (it being understood that, such Annual Bonus shall be
determined by including bonuses earned for both the annual and multiyear
performance periods ending in such recently completed fiscal year during the
Employment Period)  (such higher amount,
the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of Termination
and the denominator of which is 365 (the “Pro Rata Bonus”); and


 


(B)                                the
amount equal to the product of (i) three  and
(ii) the sum of (x) the Executive’s Annual Base Salary and (y) the
Highest Annual Bonus.


 


(2)                                  [FOR THE AGREEMENTS OF EXECUTIVES COMMENCING EMPLOYMENT PRIOR TO JANUARY
1, 2007:  the Company shall
pay to the Executive, at such time as such amounts are payable under the terms
of each applicable SERP (as defined below), or, if the Executive does not
participate in a SERP, in a lump sum in cash within 30 days after the Date of
Termination, an amount equal to the excess of (i) the actuarial equivalent
of the benefit under the Company’s qualified defined benefit retirement plan
(the “Retirement Plan”) (utilizing actuarial assumptions no less favorable to
the Executive than those in effect under the Retirement Plan immediately prior
to the Effective Date) and any excess or supplemental retirement plan in which
the Executive participates (collectively, the “SERP”) (utilizing actuarial
assumptions no less favorable to the Executive than those in effect under the
SERP immediately prior to the 


 


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Effective Date) that the
Executive would receive if the Executive’s employment continued for three years
after the Date of Termination, assuming for this purpose that (x) the accrued benefit is fully vested, (y) the
Executive’s age is increased by the number of years (including partial years)
that the Executive is deemed to be so employed and (z) the Executive’s
compensation in each of the three years is that required by Sections 3(b)(1) and
3(b)(2) payable in equal biweekly
installments over such three-year period, over (ii) the actuarial
equivalent of the Executive’s actual benefit (paid or payable), if any, under
the Retirement Plan and the SERP as of the Date of Termination;]


 


[FOR THE
AGREEMENTS OF EXECUTIVES COMMENCING EMPLOYMENT ON OR AFTER JANUARY 1,
2007:  the Company shall pay to
the Executive, at such time as such amounts are payable under the terms of each
applicable SERP (as defined below), or,
if the Executive does not participate in a SERP, in a lump sum in cash within
30 days after the Date of Termination, an
amount equal to the excess of (i) the account balance under the Company’s
qualified defined contribution retirement plan (the “Defined Contribution Plan”)
and any excess or supplemental defined contribution plan in which the
Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued
for three years after the Date of Termination, assuming for this purpose that (x) the
account balance is fully vested, (y) the Company makes a nonelective
employer contribution to the SERP for each year in such three-year period in an
amount equal to the greatest nonelective employer contribution made to such
plan during the last three full fiscal years prior to the Effective Date and (z) the
Executive’s compensation in each of the three years is that required by Section 3(b)(1) and
Section 3(b)(2) payable in equal biweekly installments for such
three-year period, over (ii) the account balance (paid or payable), if
any, under the Defined Contribution Plan and the SERP as of the Date of
Termination;]


 


(3)                                  during the three year period following the Date of
Termination (the “Benefits Period”), the Company shall provide the Executive,
his spouse and his eligible dependents with medical and dental insurance
coverage (the “Health Care Benefits”) and life insurance benefits no less
favorable to those which the Executive, his spouse and his eligible dependents
were receiving immediately prior to the Date of Termination or,
if more favorable to such persons, as in effect generally at any time
thereafter with respect to other peer executives of the Company and the
Affiliated Companies; provided, however, that the Health
Care Benefits shall be provided during the Benefits Period
in such a manner that such benefits are excluded from the Executive’s income
for federal income tax purposes; provided, further, however,
that if the Executive becomes re-employed with another employer and is eligible
to receive health care benefits under another employer-provided plan, the
health care benefits provided hereunder shall be secondary to those provided
under such other plan during such applicable period of eligibility.  The
receipt of the Health Care Benefits shall be conditioned upon the Executive
continuing to pay the monthly
premium as in effect at the Company from time to time for coverage provided to
former employees under Section 4980B of the Code  in
respect of the maximum level of coverage that the Executive could otherwise
elect to receive for the Executive, his spouse and eligible dependents if the
Executive were still an employee of the Company during the Benefits Period (i.e., single, single plus one, or family) (the “Applicable
COBRA Premium”) regardless of what level of coverage is 


 


9

















 


actually
elected.  During
the portion of the Benefits Period in which the Executive, his spouse and his
eligible dependents continue to receive coverage under the Company’s Health Care Benefits
plans, the Company shall pay to the Executive a monthly amount equal to the excess of (x) the Applicable COBRA
Premium over (y) the monthly employee contribution rate that is paid by
Company employees generally for the same or similar coverage, as in effect from
time to time
(and which amount shall in no event be greater than the employee
contribution rate for the applicable level of coverage as in effect immediately
prior to the Effective Date), which payment shall be paid in advance on the
first payroll day of each month, commencing with the month immediately
following the Executive’s Date of Termination.  The Company shall use its
reasonable best efforts to ensure that, following the end of the Benefit
Period, the Executive shall be eligible to elect continued health coverage
pursuant to Section 4980B of the Code or other applicable law (“COBRA
Coverage”), as if the Executive’s employment with the Company had terminated as
of the end of such period.  For purposes
of determining eligibility (but not the time of commencement of benefits) of
the Executive for retiree welfare benefits pursuant to the Company’s retiree
welfare benefit plans, if any, the Executive shall be considered to have
remained employed until the end of the Benefit Period and to have retired on
the last day of such period.  In order to
comply with Section 409A of the Code, (i) the amount of benefits that
the Company is obligated to provide under this Section 5(a)(3) in any
given calendar year shall not affect the amount of such benefits that the
Company is obligated to pay in any other calendar year; and (ii) the
Executive’s right to have the Company provide such benefits may not be
liquidated or exchanged for any other benefit; and


 


(4)                                  the Company shall, at its sole expense as
incurred, provide the Executive with outplacement services the scope and
provider of which shall be selected by the Executive in the Executive’s sole
discretion, provided that such outplacement benefits
shall end not later than the last day of the second calendar year that begins
after the Date of Termination; and


 


(5)                                  except as otherwise set forth in the last
sentence of Section 6, to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any Other Benefits (as
defined in Section 6) in accordance with the terms of the underlying plans
or agreements.


 


Notwithstanding
the foregoing provisions of Sections 5(a)(1), (2) or (3), in the event
that the Executive is a “specified employee” within the meaning of Section 409A
of the Code (as determined in accordance with the methodology established by
the Company as in effect on the Date of Termination) (a “Specified Employee”),
amounts that constitute “nonqualified deferred compensation” within the meaning
of Section 409A of the Code that would otherwise be payable and benefits
that would otherwise be provided under Sections 5(a)(1), (2) or (3) during
the six-month period immediately following the Date of Termination (other than
the Accrued Obligations) shall instead be paid, with interest on any delayed
payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code (“Interest”) determined as of the Date of Termination, or provided on
the first business day after the date that is six months following the
Executive’s “separation from service” within the meaning of Section 409A
of the Code (the “Delayed Payment Date”).


 


10






 


 










 


(b)                                 Death.  If the
Executive’s employment is terminated by reason of the Executive’s death during
the Employment Period, the Company shall provide the Executive’s estate or
beneficiaries with the Accrued Obligations and the Pro Rata Bonus and the
timely payment or delivery of the Other Benefits, and shall have no other
severance obligations under this Agreement. 
The Accrued Obligations and the Pro Rata Bonus shall be paid to the
Executive’s estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination.  With
respect to the provision of the Other Benefits, the term “Other Benefits” as
utilized in this Section 5(b) shall include, without limitation, and
the Executive’s estate and/or beneficiaries shall be entitled to receive,
benefits at least equal to the most favorable benefits provided by the Company
and the Affiliated Companies to the estates and beneficiaries of peer
executives of the Company and the Affiliated Companies under such plans,
programs, practices and policies relating to death benefits, if any, as in
effect with respect to other peer executives and their beneficiaries at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive’s estate and/or the Executive’s beneficiaries,
as in effect on the date of the Executive’s death with respect to other peer
executives of the Company and the Affiliated Companies and their beneficiaries.


 


(c)                                  Disability. 
If
the Executive’s employment is terminated by reason of the Executive’s
Disability during the Employment Period, the Company shall provide the
Executive with the Accrued Obligations and Pro Rata Bonus and the timely
payment or delivery of the Other Benefits in accordance with the terms of the
underlying plans or agreements, and shall have no other severance obligations
under this Agreement.  The Accrued
Obligations and the Pro Rata Bonus shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination, provided,
that in the event that the Executive is a Specified Employee, the Pro Rata
Bonus shall be paid, with Interest, to the Executive on the Delayed Payment
Date.  With respect to the provision of
the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall
include, and the Executive shall be entitled after the Disability Effective
Date to receive, disability and other benefits at least equal to the most
favorable of those generally provided by the Company and the Affiliated
Companies to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other peer executives and their families at
any time during the 120-day period immediately preceding the Effective Date or,
if more favorable to the Executive and/or the Executive’s family, as in effect
at any time thereafter generally with respect to other peer executives of the
Company and the Affiliated Companies and their families.


 


(d)                                 Cause; Other Than for Good Reason. 
If
the Executive’s employment is terminated for Cause during the Employment
Period, the Company shall provide the Executive with the Executive’s Annual
Base Salary through the Date of Termination, and the timely payment or delivery
of the Other Benefits, and shall have no other severance obligations under this
Agreement.  If the Executive voluntarily
terminates employment during the Employment Period, excluding a termination for
Good Reason, the Company shall provide to the Executive the Accrued Obligations
and the Pro Rata Bonus and the timely payment or delivery of the Other Benefits,
and shall have no other severance obligations under this Agreement.  In such case, all the Accrued Obligations and
the Pro Rata Bonus shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination, provided, that
in the event that the Executive is a 


 


11

















 


Specified Employee, the Pro Rata Bonus
shall be paid, with Interest, to the Executive on the Delayed Payment Date.


 


Section 6.                                                  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or
limit the Executive’s continuing or future participation in any plan, program,
policy or practice provided by the Company or the Affiliated Companies and for
which the Executive may qualify, nor, subject to Section 11(f), shall
anything herein limit or otherwise affect such rights as the Executive may have
under any other contract or agreement with the Company or the Affiliated
Companies.  Amounts that are vested
benefits or that the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any other contract or agreement with the
Company or the Affiliated Companies at or subsequent to the Date of Termination
(“Other Benefits”) shall be payable in accordance with such plan, policy,
practice or program or contract or agreement, except as explicitly modified by
this Agreement.  Without limiting the
generality of the foregoing, the Executive’s resignation under this Agreement
with or without Good Reason, shall in no way affect the Executive’s ability to
terminate employment by reason of the Executive’s “retirement” under, or to be
eligible to receive benefits under, any compensation and benefits plans,
programs or arrangements of the Company or the Affiliated Companies, including
without limitation any retirement or pension plans or arrangements or
substitute plans adopted by the Company, the Affiliated Companies or their
respective successors, and any termination which otherwise qualifies as Good
Reason shall be treated as such even if it is also a “retirement” for purposes
of any such plan.  Notwithstanding the
foregoing, if the Executive receives payments and benefits pursuant to Section 5(a) of
this Agreement, the Executive shall not be entitled to any severance pay or
benefits under any severance plan, program or policy of the Company and the
Affiliated Companies, unless otherwise specifically provided therein in a
specific reference to this Agreement.  [FOR CEO AGREEMENT ONLY: Notwithstanding anything in this
Agreement to the contrary, in no event shall the benefits provided in the
Supplemental Pension and Retiree Medical Agreement dated as of the 29th day of May 1998 by and between the
Company and the Executive (the “Supplemental Agreement”) be considered
severance pay or benefits under any severance plan, program or policy of the
Company for purposes of the immediately preceding sentence, and nothing in this
Agreement shall limit the effectiveness of the Supplemental Agreement.]


 


Section 7.                                                  Full Settlement; Legal Fees.  The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense, or other claim, right or action that the Company may have against the
Executive or others.  In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and except as specifically provided in Section 5(a)(2),
such amounts shall not be reduced whether or not the Executive obtains other
employment.  The Company agrees to pay as
incurred (within 10 days following the Company’s receipt of an invoice from the
Executive), at any time from the Change of Control through the Executive’s
remaining lifetime (or, if longer, through the 20th anniversary of the Change of Control) to the
full extent permitted by law, all legal fees and expenses that the Executive
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of 


 


12

















 


any
payment pursuant to this Agreement), plus, in each case, Interest determined as
of the date such legal fees and expenses were incurred; provided,
that the Executive shall have submitted an invoice for such fees and expenses
at least 10 days before the end of the calendar year next following the
calendar year in which such fees and expenses were incurred (or, in connection
with a contest related to an Anticipatory Termination, following the calendar
year in which such contest is finally resolved).  The amount of such legal fees and expenses
that the Company is obligated to pay in any given calendar year shall not
affect the legal fees and expenses that the Company is obligated to pay in any
other calendar year, and the Executive’s right to have the Company pay such
legal fees and expenses may not be liquidated or exchanged for any other
benefit.


 


Section 8.                                                  Certain
Additional Reductions.


 


(a)                                  Anything
in this Agreement to the contrary notwithstanding, in the event that the
Accounting Firm shall determine that receipt of all Payments would subject an
Executive to tax under Section 4999 of the Code, the Accounting Firm shall
determine whether some amount of Agreement Payments meets the definition of “Reduced
Amount.”  If the Accounting Firm
determines that there is a Reduced Amount, then the aggregate Agreement
Payments shall be reduced to such Reduced Amount.


 


(b)                                 If
the Accounting Firm determines that the aggregate Agreement Payments should be
reduced to the Reduced Amount, the Company shall promptly give the applicable
Executive notice to that effect and a copy of the detailed calculation thereof,
and the Executive may then elect, in his or her sole discretion, which and how
much of the Agreement Payments shall be eliminated or reduced (as long as after
such election the Present Value of the aggregate Agreement Payments equals the Reduced
Amount); provided, that the Executive shall not
be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified
deferred compensation” for purposes of Section 409A of the Code,  and shall advise the Company in writing of
his or her election within ten days of his or her receipt of notice.  If no such election is made by the Executive
within such ten-day period, the Company shall reduce the Agreement Payments in
the following order: (1) by reducing benefits payable pursuant to Section 5(a)(1)(B) of
the Agreement and then (2) by reducing amounts payable pursuant to Section 5(a)(2) of
the Agreement.  All determinations made
by the Accounting Firm under this Section 8 shall be binding upon the
Company and the Executive and shall be made within 60 days of the Executive’s
Date of Termination.  In connection with
making determinations under this Section 8, the Accounting Firm shall take
into account the value of any reasonable compensation for services to be
rendered by the Executive before or after the Change of Control, including any
non-competition provisions that may apply to the Executive and the Company
shall cooperate in the valuation of any such services, including any
non-competition provisions.


 


(c)                                  As
a result of the uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Accounting Firm hereunder, it
is possible that amounts will have been paid or distributed by the Company to
or for the benefit of the Executive pursuant to this Agreement which should not
have been so paid or distributed (each, an “Overpayment”) or that additional
amounts which will have not been paid or distributed by the Company to or for
the benefit of the Executive pursuant to this Agreement could have been so paid
or distributed (each, an “Underpayment”), in each case, consistent with the
calculation of the Reduced 


 


13

















 


Amount
hereunder.  In the event that the
Accounting Firm, based upon the assertion of a deficiency by the Internal
Revenue Service against either the Company or the Executive which the
Accounting Firm believes has a high probability of success determines that an
Overpayment has been made, any such Overpayment paid or distributed by the
Company to or for the benefit of the Executive shall be repaid by the Executive
to the Company together with interest at the applicable federal rate provided
for in Section 7872(f)(2) of the Code; provided, however, that
no such repayment shall be required if and to the extent such deemed repayment
would not either reduce the amount on which the Executive is subject to tax
under Section 1 and Section 4999 of the Code or generate a refund of
such taxes.  In the event that the
Accounting Firm, based upon controlling precedent or substantial authority,
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive together
with interest at the applicable federal rate provided for in Section 7872(f)(2) of
the Code.


 


(d)                                 All
fees and expenses of the Accounting Firm in implementing the provisions of this
Section 8 shall be borne by the Company.


 


(e)                                  Definitions. 
The following terms shall have the following meanings for purposes of
this Section 8.


 


(1)                                  A
“Payment” shall mean any payment or distribution in the nature of compensation
(within the meaning of Section 280G(b)(2) of the Code) to or for the
benefit of the Executive, whether paid or payable pursuant to this Agreement or
otherwise;


 


(2)                                  “Agreement
Payment” shall mean a Payment paid or payable pursuant to this Agreement
(disregarding this Section);


 


(3)                                  “Net
After-Tax Receipt” shall mean the Present Value of a Payment net of all taxes
imposed on the Executive with respect thereto under Sections 1 and 4999 of the
Code and under applicable state and local laws, determined by applying the
highest marginal rate under Section 1 of the Code and under state and
local laws which applied to the Executive’s taxable income for the immediately
preceding taxable year, or such other rate(s) as the Executive shall
certify, in the Executive’s sole discretion, as likely to apply to the
Executive in the relevant tax year(s);


 


(4)                                  “Accounting
Firm” shall mean such
nationally recognized certified public accounting firm as may be designated by
the Executive, other than the certified public accounting firm serving as the
independent auditor of the Company or of another company that is a party to a
Business Combination, if applicable;


 


(5)                                  “Parachute
Value” of a Payment shall mean the present value as of the date of the change
of control for purposes of Section 280G of the Code of the portion of such
Payment that constitutes a “parachute payment” under Section 280G(b)(2),
as determined by the Accounting Firm for purposes of determining whether and to
what extent the Excise Tax will apply to such Payment; and


 


(6)                                  “Reduced
Amount” shall mean the amount of Agreement Payments that (x) has a Present
Value that is less than the Present Value of all Agreement Payments and (y) results



 


14

















 


in
aggregate Net After-Tax Receipts for all Payments that are greater than the Net
After-Tax Receipts for all Payments that would result if the aggregate Present
Value of Agreement Payments were any other amount that is less than the Present
Value of all Agreement Payments.


 


Section 9.                                                  Confidential Information.  The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or the Affiliated Companies, and
their respective businesses, which information, knowledge or data shall have
been obtained by the Executive during the Executive’s employment by the Company
or the Affiliated Companies and which information, knowledge or data shall not
be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).  After termination of the Executive’s
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those persons designated by the Company.  In no event shall an asserted violation of
the provisions of this Section 9 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.


 


Section 10.                                           Successors.  (a)  This Agreement is personal to the
Executive, and, without the prior written consent of the Company, shall not be
assignable by the Executive other than by will or the laws of descent and
distribution.  This Agreement shall inure
to the benefit of and be enforceable by the Executive’s legal representatives.


 


(b)                                 This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns.  Except as provided in Section 10(c),
without the prior written consent of the Executive this Agreement shall not be
assignable by the Company.


 


(c)                                  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  “Company”
means the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid that assumes and agrees to perform this Agreement by
operation of law or otherwise.


 


Section 11.                                           Miscellaneous.  (a)  This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws. 
The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect.  Subject
to the last sentence of Section 11(h), this Agreement may not be amended
or modified other than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.


 


(b)                                 All notices and
other communications hereunder shall be in writing and shall be given by hand
delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


 


15

















 


if to the Executive:


 


At the most recent address on file at
the Company.


 


if to the
Company:


 


Comerica Incorporated


Comerica Bank Tower


1717 Main Street, MC 6404


Dallas, Texas  75201


Attention:  General
Counsel


 


or
to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice
and communications shall be effective when actually received by the addressee.


 


(c)                                  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


 


(d)                                 The Company may withhold from any amounts
payable under this Agreement such United States federal, state or local or
foreign taxes as shall be required to be withheld pursuant to any applicable
law or regulation.


 


(e)                                  The Executive’s or the Company’s failure
to insist upon strict compliance with any provision of this Agreement or the
failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, the right of the Executive to terminate
employment for Good Reason pursuant to Sections 4(c)(1) through 4(c)(5),
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.


 


(f)                                    The
Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Company, the
employment of the Executive by the Company is “at will” and, subject to Section 1(a),
prior to the Effective Date, the Executive’s employment may be terminated by
either the Executive or the Company at any time prior to the Effective Date, in
which case the Executive shall have no further rights under this
Agreement.  From and after the Effective
Date, except as specifically provided herein, this Agreement shall supersede
any other agreement between the parties with respect to the subject matter
hereof in effect immediately prior to the execution of this Agreement [FOR CEO AGREEMENT ONLY: other than  the
Supplemental Agreement]. [FOR PERSONS COVERED OR WHO
MAY BE COVERED BY TARP: The Executive acknowledges, understands
and agrees that the Executive is currently or may be in the future subject to
the provisions of the Emergency Economic Stabilization Act of 2008, as modified
or amended from time to time, including pursuant to the American Recovery and
Reinvestment Act of 2009 (“EESA”) and the rules, regulations and guidance
issued thereunder from time to time (including without limitation the rules and
regulations issued from time to time by the 


 


16

















 


Department
of the Treasury (the “Department”), which shall include the TARP Standards for
Corporate Governance issued under 31 CFR Part 30 as published in the
Federal Register on June 15, 2009, as amended from time to time) (such
rules, regulations and guidance, collectively, the “EESA Guidance”)) for the
period required by EESA and the EESA Guidance. 
In addition, the Executive agrees that the Executive’s rights to
compensation under this Agreement and participation in the Company’s
compensation and benefits arrangements (this Agreement and any and all such
arrangements, collectively, the “Benefit Plans”) will or may in the future be
limited to ensure that such Benefit Plans comply with and are administered in
accordance with the provisions of EESA and the EESA Guidance.  Accordingly, the Executive hereby (A) acknowledges
and understands that the compensation payable to the Executive under any
Benefit Plan, including without limitation under this Agreement, may be subject
to EESA and the EESA Guidance, including, without limitation, (x) the
potential for clawback of any bonus, retention or incentive compensation paid
or granted to the Executive under any Benefit Plan based on statements of
earnings, revenues, gains or other criteria that are later found to be
materially inaccurate or as otherwise provided under the EESA Guidance and (y) the
potential for the reduction or elimination of the amounts payable to the
Executive under this Agreement or otherwise as a result of the limitations on
golden parachute payments under EESA and the EESA Guidance, (B) consents
to any modifications and limitations prior to a Change of Control with respect
to, and under, the Benefit Plans to the extent necessary to ensure compliance
with EESA and the EESA Guidance, (C) voluntarily waives any claim against
the Company and the Affiliated Companies for any changes prior to a Change of
Control to the Executive’s compensation or benefits that are required to comply
with the EESA Guidance in consideration for the benefits that the Executive
will receive as a result of the Company’s participation in the Department’s
Capital Purchase Program or any other program under EESA, and (E) agrees
that such waiver and consent shall constitute a part of and be integrated with
this Agreement.]


 


(g)                             The Agreement is intended to comply with
the requirements of Section 409A of the Code or an exemption or exclusion
therefrom and shall in all respects be administered in accordance with Section 409A
of the Code.  Each payment under this
Agreement shall be treated as a separate payment for purposes of Section 409A
of the Code.  In no event may the
Executive, directly or indirectly, designate the calendar year of any payment
to be made under this Agreement.  If the
Executive dies following the Date of Termination and prior to the payment of
the any amounts delayed on account of Section 409A of the Code, such
amounts shall be paid to the personal representative of the Executive’s estate
within 30 days after the date of the Executive’s death.  All reimbursements and in-kind benefits that
constitute deferred compensation within the meaning of Section 409A
provided under this Agreement shall be made or provided in accordance with the
requirements of Section 409A of the Code, including, without limitation,
that (i) in no event shall reimbursements by the Company under this Agreement
be made later than the end of the calendar year next following the calendar
year in which the applicable fees and expenses were incurred, provided, that
the Executive shall have submitted an invoice for such fees and expenses at
least 10 days before the end of the calendar year next following the calendar
year in which such fees and expenses were incurred; (ii) the amount of
in-kind benefits that the Company is obligated to pay or provide in any given
calendar year shall not affect the in-kind benefits that the Company is
obligated to pay or provide in any other calendar year; (iii) the
Executive’s right to have the Company pay or provide such reimbursements and
in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in
no event shall the Company’s obligations to make such reimbursements or to
provide 


 


17

















 


such in-kind benefits
apply later than the Executive’s remaining lifetime (or if longer, through the
20th anniversary of the Effective Date). 
Prior to the Effective Date but within the time period permitted by the
applicable Treasury Regulations, the Company may, in consultation with the
Executive, modify the Agreement, in the least restrictive manner necessary and
without any diminution in the value of the payments to the Executive, in order
to cause the provisions of the Agreement to comply with the requirements of Section 409A
of the Code, so as to avoid the imposition of 
taxes and penalties on the Executive pursuant to Section 409A of
the Code.


 


Section 12.                                           Survivorship.  Upon the expiration or other termination of
this Agreement or the Executive’s employment, the respective rights and
obligations of the parties hereto shall survive to the extent necessary to
carry out the intentions of the parties under this Agreement.


 


18

















 


IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


 


	
   

  	
   

  
	
   

  	
  [Name of Executive]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


19