exv10w1



 




Exhibit
10.1




RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT




     THIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the “Agreement”) is
entered into on March 13, 2006 between John D. Lewis (hereafter “Executive”) and Comerica
Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, all
of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all
of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as
“Comerica”). This Agreement sets forth the complete understanding and agreement between
Comerica and Executive relating to Executive’s employment and cessation of employment with
Comerica. This Agreement shall be effective as of the Effective Date (as defined in Section 14
below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.



     Accordingly, Executive and Comerica hereby agree as follows:




	 	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:






	 	a.	 	During the Transition Period, Comerica shall continue to pay
Executive his regular base salary at the rate in effect as of immediately prior
to the Succession Date, in accordance with the payroll practices of Comerica
applicable to similarly situated executives.
	 
	 	b.	 	During the Transition Period, Executive shall continue to be
eligible to participate in Comerica’s health, welfare benefit and retirement
plans in





			
	 	 	 
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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.



			
	 	 	 
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	 	6.	 	Release of Claims. In consideration for the payments and other
benefits provided to Executive by this Agreement, including those described above in
Section 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, 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



			
	 	 	 
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	 	 	 	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.






	 	7.	 	Confidential Information/Cooperation. Executive agrees that he shall
not at any time disclose to third parties Comerica’s confidential business,
proprietary, or personnel information, as that information is defined in the Comerica
Employee





			
	 	 	 
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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-Disparagement.






	 	a.	 	Executive agrees that neither he nor his representatives shall
make any disparaging remarks about any of the Released Parties, or their
policies, procedures or practices (including but not limited to, business,
lending, or credit policies, procedures or practices) to any third parties,
including but





			
	 	 	 
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	 	 	 	not limited to, customers or prospective customers of Comerica. It is
agreed and understood that nothing in this Section 8(a) shall be construed
to preclude Executive from testifying truthfully pursuant to subpoena or as
otherwise required by law, to require Executive to engage in any action
contrary to public policy, or as precluding Executive from cooperating in
any government investigation to the extent such cooperation is either
mandated or protected by law. Executive agrees that he shall provide notice
to Comerica in advance of any such cooperation or testimony, unless such
notice is prohibited.
	 
	 	b.	 	Comerica agrees that the Chairman and Chief Executive Officer
and his direct reports will not make any disparaging remarks about Executive.
It is agreed and understood that nothing in this Section 8(b) shall be
construed to preclude those covered from (1) testifying truthfully pursuant to
subpoena or as otherwise required by law, (2) engaging in any action contrary
to public policy, or (3) cooperating in any internal or government
investigation to the extent such cooperation is mandated by policy, regulation
or statute. It is further agreed and understood that nothing in this Paragraph
shall be construed to preclude Comerica from discharging its legal obligations
to its Boards of Directors, any administrative or regulatory agencies or
auditing entities.






	 	9.	 	Non-Competition/Non-Solicitation/Confidential Information. During the
Transition Period and for the period ending two (2) years after the Separation Date,
Executive agrees that he shall not, directly or indirectly, for his own account





			
	 	 	 
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	 	 	 	or in conjunction with any other person or entity, whether as an employee,
shareholder, partner, investor, principal, agent, representative, proprietor,
consultant, or in any other capacity, do any of the following:






	 	a.	 	Enter into or engage in any business in competition with the
businesses conducted by Comerica in the states of Michigan, California, Texas,
Arizona or Florida. For purposes of this Section 9a, Executive shall be “in
competition with Comerica” if (1) Executive accepts employment or serves as an
agent, employee, director or consultant to, a competitor of Comerica, or (2)
Executive acquires or has an interest (direct or indirect) in any firm,
corporation, partnership or other entity engaged in a business that is
competitive with Comerica. The mere ownership of less than 1% debt and/or
equity interest in a competing company whose stock is publicly held shall not
be considered as having a prohibited interest in a competitor, and neither
shall the mere ownership of less than 5% debt and/or equity interest in a
competing company whose stock is not publicly held. For purposes of this
Section 9a. any commercial bank, savings and loan association, securities
broker or dealer, or other business or financial institution that offers any
major service offered by Comerica as of the Separation Date , and which
conducts business in Michigan, California, Texas, Arizona or Florida shall be
deemed a competitor;
	 
	 	b.	 	Request or advise any individual or company that is a customer
of Comerica to withdraw, curtail, or cancel any such customer’s actual or
prospective business with Comerica;





			
	 	 	 
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	 	c.	 	Solicit, induce or attempt to induce any customers of Comerica
with whom Executive had professional contact or with respect to whom he was
privy to any information during the two (2) year period prior to the Separation
Date to patronize any business that is competitive with Comerica; and
	 
	 	d.	 	Solicit or induce or attempt to solicit or induce any employee,
agent or consultant of Comerica to terminate his or her employment,
representation, or other relationship with Comerica.
	 
	 	During the two-year period following the Separation Date as provided in this
Section, Executive may request an exception to this non-compete provision. The
request must be made in writing, describe the scope and nature of the engagement,
and directed to the Comerica’s Chief Legal Officer. Any exception will be at
Comerica’s sole discretion.






	 	10.	 	Dispute Resolution.






	 	a.	 	Injunctive Relief. In the event of a breach or
threatened breach of Sections 7, 8 or 9 of this Agreement, Executive agrees
that Comerica shall be entitled to injunctive relief in a court of appropriate
jurisdiction to remedy any such breach or threatened breach, and Executive
acknowledges that damages would be inadequate and insufficient.
	 
	 	b.	 	Arbitration. Except as provided in Section 10(a)
hereof, in the event of any dispute between any of the Released Parties and
Executive relating to Executive’s employment with or separation from employment
with Comerica, the terms of and the parties’ entry into this Agreement and/or





			
	 	 	 
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	 	 	 	breach of this Agreement, including the General Release attached as Exhibit
A, Executive and Comerica agree to submit the dispute, including any claims
of discrimination under federal, state or local law by Executive, to final
and binding arbitration pursuant to the provisions of Michigan statutory law
and/or the Federal Arbitration Act, 9 U.S.C. Sec. 1 et seq. The
arbitration shall be conducted by the National Center for Dispute Settlement
or a similar organization mutually agreed to by the parties. The
arbitration shall be before a single, neutral arbitrator selected by the
parties. The arbitrator shall have the power to enter any award that could
be entered by a judge of a trial court of the State of Michigan, and only
such power, and shall follow the law. In the event the arbitrator does not
follow the law, the arbitrator will have exceeded the scope of his or her
authority and the parties may, at their option, file a motion to vacate the
award in court. Except as otherwise provided herein, the parties agree to
abide by and perform any award rendered by the arbitrator. The arbitrator
shall issue the award in writing and therein state the essential findings
and conclusions on which the award is based. Judgment on the award may be
entered in any court having jurisdiction thereof. In no event shall the
demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statute of limitations. This
agreement to arbitrate shall be specifically enforceable under the
prevailing arbitration law, and shall be in accordance with the procedures





			
	 	 	 
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	 	 	 	established for arbitration in the Michigan Code of Civil Procedure. Unless
otherwise prohibited by law, each party shall bear its own costs in any such
arbitration and shall share equally any fees or other expenses charged by
the arbitrator for services rendered. The parties understand that by
agreeing to arbitrate their disputes, they are giving up their right to have
their disputes heard in a court of law and, if applicable, by a jury.






	 	11.	 	Entire Agreement. This Agreement contains and comprises the entire
Agreement between Executive and Comerica and supersedes all other agreements and
understandings between the parties. Executive acknowledges that Comerica has made no
promises to Executive other than those set forth in this Agreement.
	 
	 	12.	 	Governing Law. This Agreement shall be interpreted and governed by the
laws of the State of Michigan, except as to matters specifically governed by federal
statute or regulation. The provisions of this Agreement are severable, and if any part
or portion of it is found to be unenforceable, the other portions shall remain fully
valid and enforceable.
	 
	 	13.	 	Withholding. Comerica may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
	 
	 	14.	 	Effective Date. Executive confirms that he had at least twenty-one
(21) days to consider this Agreement and that he had an opportunity to consult with an
attorney during said consideration period and prior to signing this Agreement. For an
additional period of seven (7) days following the signing of this





			
	 	 	 
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	 	 	 	Agreement, Executive may revoke his signature by delivery of a written notice of
revocation to Terri L. Renshaw, Senior Vice President and General Counsel, 500
Woodward Avenue, MC 3391, Detroit, Michigan, 48226. This Agreement shall become
effective and enforceable on the eighth (8th) day following its execution
by Executive, provided he does not exercise his right of revocation as described
above (the “Effective Date”). If Executive fails to sign this Agreement on
or before the 21st day from the date set forth below or revokes his
signature, this Agreement will be without force or effect, and Executive shall not
be entitled to any of the rights and benefits hereunder.





     DELIVERED TO EXECUTIVE FOR HIS CONSIDERATION THIS 13th DAY OF MARCH, 2006.



	 	 	 	 	 
	 	Comerica Incorporated

 	 
	 	By:  	/s/
Jon W. Bilstrom 	 
	 	Name:  	Jon W. Bilstrom 	 
	 	Title:  	Executive Vice President, Governance,

Regulatory Relations and Legal Affairs 	 
	 




     I, JOHN D. LEWIS, HAVING READ THE FOREGOING SEPARATION AND RESTRICTIVE COVENANTS AGREEMENT,
UNDERSTANDING ITS CONTENT AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF MY CHOICE, DO
HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS AGREEMENT, THEREBY AGREEING TO THE TERMS THEREOF AND
WAIVING AND RELEASING MY CLAIMS, ON MARCH 13, 2006.



	 	 	 	 	 
	 	/s/
John D. Lewis	 
	 	
John D. Lewis	 
	 




			
	 	 	 
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EXHIBIT A




GENERAL RELEASE




     THIS GENERAL RELEASE (the “Release”) is entered into between John D. Lewis
(“Executive”) and Comerica Incorporated, a Delaware corporation, for the benefit of
Comerica Incorporated, Comerica Bank, all of their past, present and future subsidiaries,
affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter
all individually and collectively referred to as “Comerica”). This Release supplements and
affirms the release previously given by Executive under the Separation and Restrictive Covenants
Agreement between Executive and Comerica, dated as of March 13, 2006 (the “Agreement”) and
the entering into and non-revocation of this Release is a condition to Executive’s right to receive
the payment described in Section 5.h. of the Agreement. Nothing contained in this Release nor the
parties’ willingness to enter into this Release shall be deemed or construed as an admission of
wrongdoing or liability by either party and both Executive and Comerica expressly deny any
wrongdoing. Capitalized terms used in this Release and not otherwise defined herein shall have the
meaning given to them in the Agreement.



     Accordingly, Executive and Comerica agree as follows.




	 	1.	 	Executive and Comerica agree that all terms of the Agreement will remain in
full force and effect upon Executive’s execution of this Release.
	 
	 	2.	 	Executive represents and warrants that he has not violated the terms of the
covenants set forth in Sections 7, 8 and 9 of the Agreement and hereby reaffirms his
obligation to comply with such covenants in accordance with their terms.
	 
	 	3.	 	In consideration for and subject to the waiver of claims as set forth below in
Sections 4.a. and 4.b. and Executive’s other obligations under the Agreement, including
the obligation to comply with the covenants set forth therein, and in full satisfaction
of the obligation under Section 5.h. of the Agreement, Comerica shall pay Executive a
lump sum payment of $1,057,800 on December 31, 2006, less all applicable taxes and
other withholdings and deductions required by law.
	 
	 	4.	 	In consideration for the payments and other benefits provided to Executive by
the Agreement and this Release, including those described above in Section 3, to which




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	 	 	 	Executive is not otherwise entitled, and the sufficiency of which Executive
acknowledges, Executive further represents and 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, 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 date Executive signs this Release. This
Release includes any and all claims released by Executive in the previous
Agreement and any claims that may have arisen between the Effective Date of
that Agreement and the signing of this Release. This Release includes, but is
not limited to: any and all claims of any nature which 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 




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	 	 	 	 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 Release, 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 Release, 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 this Release.
	 
	 	c.	 	The provisions of this Section 4(a) do not apply to any claim
Executive may have for representation and indemnification pursuant to Section
5(i) of the Agreement.
	 
	 	d.	 	Executive represents that he has not suffered any work-related
injury as a result of his employment with Comerica.
	 
	 	e.	 	Executive represents that he is not aware of any facts or
circumstances that would give rise, based on his actions to any claims or
lawsuits against him or Comerica. Executive understands and agrees that, other
than the payments and benefits expressly enumerated in the Agreement (including
Section 5.h. of the 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 the extent unsatisfied as of the date hereof
and 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 




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	 	 	 	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.






	 	5.	 	This Release and the previous Agreement contain and comprise the entire
Agreement between Executive and Comerica and supersede all other agreements and
understandings between the parties. Executive acknowledges that Comerica has made no
promises to Executive other than those set forth in the previous Agreement and this
Release.
	 
	 	6.	 	This Agreement shall be interpreted and governed by the laws of the State of
Michigan, except as to matters specifically governed by federal statute or regulation.
The provisions of this Release are severable, and if any part or portion of it is found
to be unenforceable, the other paragraphs shall remain fully valid and enforceable.
	 
	 	7.	 	Executive represents that he has had twenty-one (21) days to consider this
Release, which was delivered to Executive as Exhibit A to the previous Agreement.
Comerica advises Executive to consult with an attorney prior to signing this Release.
For an additional period of seven (7) days following the signing of this Release,
Executive may revoke his signature by delivery of a written notice of revocation to
Terri L. Renshaw, Senior Vice President and General Counsel, 500 Woodward Avenue, MC
3391, Detroit, Michigan, 48226. This Release shall become effective and enforceable on
the eighth day following its execution by Executive, provided he does not exercise his
right of revocation as described above. If Executive fails to sign this Release on or
before December 22, 2006 or revokes his signature, this Release will be without force
or effect, and Executive shall not be entitled to the payment under Section 2 of this
Release or Section 5.h. of the Agreement, although Executive will continue to be bound
by the covenants contained in Sections 7, 8 and 9 of the Agreement.






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     I, JOHN D. LEWIS, HAVING READ THE FOREGOING GENERAL RELEASE, UNDERSTANDING ITS CONTENT AND
HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF MY CHOICE, DO HEREBY KNOWINGLY AND VOLUNTARILY
SIGN THIS AGREEMENT, THEREBY WAIVING AND RELEASING MY CLAIMS, ON ___, 2006.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	John D. Lewis
	 	 	 	 







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