Exhibit
10.1


 


RESTRICTIVE
COVENANTS AND GENERAL RELEASE AGREEMENT


 


THIS
RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the “Agreement”) is
entered into on April 23, 2010 between Joseph J. Buttigieg III (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 Paragraph 18 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 May 4, 2010 (the “Separation Date”).


 


2.                                      Public
Announcement.  Comerica
shall issue an announcement of Executive’s departure from Comerica by May 4,
2010.


 


3.                                      Resignation from
Boards and Committees. 
Effective before or as of May 4, 2010, Executive shall resign from
any and all positions he holds as an officer, member or manager of Comerica and
any and all positions he holds as a member of a Comerica board or committee.


 


4.                                      Return of
Comerica Property.  Executive
shall return to Comerica, no later than the close of business on the Separation
Date, all property of Comerica including, but


 


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not limited to, automobile, customer information, personal computer,
laptop, Blackberry, keys, identification cards, access cards, corporate credit
cards, and files or other documents received, compiled or generated by or for
Executive in connection with or by virtue of his employment with Comerica.  Executive’s automobile shall be returned to
Comerica at a location designated by Comerica.


 


5.                                      Compensation
and Benefits.  In
consideration for the release of claims set forth in Paragraph 6, the covenants
set forth in Paragraphs 7, 8, 9, 10 and 11 and such other promises of Executive
as set forth in this Agreement, Comerica agrees that it shall pay or provide to
Executive the following payments and benefits:


 


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


 


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


 


c.                                       Following the
Separation Date, Executive shall be eligible to elect continuation coverage
under Comerica’s healthcare benefit plans in accordance with Section 4980B
(“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”) and the
terms of the applicable plan.


 


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Assuming Executive elects COBRA continuation
coverage under Comerica’s medical benefit plan, Executive shall be eligible to
continue medical benefit plan coverage under COBRA for the period of coverage
under COBRA, with the cost of such coverage to be paid by Executive pursuant to
the terms generally applicable to retired employees of Comerica as in effect
from time to time.  Executive’s
conversion rights under other insurance programs following the Separation Date
shall be determined in accordance with the terms of the applicable plan.


 


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


 


e.                                       Executive will
receive, pursuant to the terms of the 1999 Amended and Restated Comerica
Incorporated Deferred Compensation Plan (“DCP”) and the 1999 Comerica
Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (“DIAP”),
distributions from his accounts, if any, under those plans, payable in
accordance with his prior elections, the terms of the DCP and the DIAP, and
applicable laws including, but not limited to, Section 409A of the
Code.  Such distributions will be subject
to all applicable taxes, FICA and other withholding and deductions required by
law and will be made pursuant to the distribution schedule followed under the
administrative procedures of the DCP and the DIAP, and applicable laws
including, but not limited to, Section 409A of the Code.


 


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f.                                        Stock options
granted to Executive under the Comerica Incorporated 2006 Amended and Restated
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.                                       At the meeting
of the Comerica Incorporated Governance, Compensation and Nominating Committee
(the “Committee”) scheduled for April 27 2010, Comerica will recommend to
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 Separation Date, subject to the execution and delivery by Executive of
this Agreement at least eight (8) calendar days prior to the Separation
Date and his non-revocation of this Agreement and 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.                                      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, Section12.


 


6.                                      Release of
Claims.  In consideration for the
payments and other benefits provided to Executive by this Agreement, including those
described above in Paragraph 5,


 


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certain of which Executive is not otherwise
entitled, and the sufficiency of which Executive acknowledges, Executive
further agrees, as follows:


 


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


 


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discharge in violation of
public policy, breach of contract, breach of implied contract, infliction of
emotional distress, detrimental reliance, invasion of privacy, negligence,
malicious prosecution, false imprisonment, fraud, assault and battery,
interference with contractual or other relationships, or any other claim under
common law.  This release also
specifically includes, but is not limited to: any and all claims under any federal,
state, and/or local law, regulation, or order prohibiting discrimination,
including the Age Discrimination in
Employment Act, the Americans With Disabilities Act, Title VII of
the Civil Rights Act of 1964, the Texas Commission on Human Rights Act, the
Public Employment Discrimination Act, the Texas Free Enterprise and Enterprise
Act of 1938, the Texas Payday Law, the Texas Minimum Wage Act of 1970, together
with any and all claims under the Fair Credit Reporting Act, the Uniform
Services Employment and Reemployment Rights Act, the Employee Retirement
Security Income Security Act, the Family Medical Leave Act, or any other
federal, state, and or local law, regulation, or order relating to employment,
as they all have been or may be amended. 
It is Executive’s intent, by executing this Agreement, to release all
claims as specified above to the maximum extent permitted by law, whether said
claims are presently known or unknown.


 


b.                                      To the maximum
extent permitted by law, Executive agrees that he has not filed, nor will he
ever file, a lawsuit asserting any claims which are released by this Agreement,
or to accept any benefit from any lawsuit


 


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which might be filed by another person or
government entity based in whole or in part on any event, act, or omission
which is the subject of Executive’s release.


 


c.                                       Executive
understands and agrees that, other than the payments and benefits expressly
enumerated in this Agreement, he is not entitled to receive any other
compensation, incentive, wage, vacation or other paid time off, leave, benefit
or other payment from Comerica, other than any vested benefits to which he may
be entitled under the Comerica Incorporated Retirement Plan, the Comerica
Incorporated Preferred Savings [401(k)] Plan, the Amended and Restated Benefit
Equalization Plan for Employees of Comerica Incorporated, the 1999 Comerica
Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica
Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan,
and the Comerica Incorporated Amended and Restated Employee Stock Purchase
Plan, in each case in accordance with the terms of such plans and any valid
elections thereunder.  In addition, prior
to November 23, 2004, a portion of the Executive’s incentive bonus
attributable to the three-year performance period under the MIP was
automatically invested in common stock that is non-transferrable until he
terminates employment with Comerica (sometimes referred to as the non-deferred
3-year award program or plan) (the “Non-Deferred Account”).  Executive shall be entitled to receive the
shares in his Non-Deferred Account following his Separation Date.  Executive


 


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agrees that he is not entitled to any benefits
under any other program or plan of Comerica.


 


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


 


7.                                      Disclosure of
Information.  Executive
hereby acknowledges that he has been and will continue to have access and
exposure to confidential and proprietary information of Comerica and trade
secrets, including details of the business or affairs of Comerica, its
subsidiaries or affiliates (including, without limitation, planning information
and strategies, information and/or strategies for the prosecution and/or
defense of any matter that is now or may be in the future the subject of any
lawsuit, dispute, controversy, claim and/or regulatory action, financial
information, organizational structure, strategic planning, sales and marketing
strategies, distribution methods, data processing and other systems, personnel
policies and compensation plans and arrangements); any customer or advertising
lists; any information, knowledge or data of a technical nature (including,
without limitation, methods, know-how, processes, discoveries, machines, or
research projects); any information, knowledge or data relating to future
developments (including without limitation, tax planning research and
development, future marketing or merchandising); or any and all other trade
secrets (collectively, “Confidential Information”).  Confidential Information does not include (i) information
already known or independently developed by Executive from public sources or
information in the public domain, (ii)


 


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information in the public domain through no wrongful
act of the recipient, or (iii) information received by Executive from a
third party who was free to disclose it. 
Executive understands that Comerica’s Confidential Information,
including its trade secrets, is highly sensitive information relating to the
business of Comerica and of Comerica’s clients, which has had its secrecy
protected both internally and externally and which is a competitive asset of
Comerica.  Executive hereby agrees that
he shall not use, commercialize or disclose such Confidential Information or
information as to the existence and/or provisions of this Agreement to any
person or entity, except to such individuals as approved by Comerica in writing
prior to any such disclosure or as otherwise required by law.  Executive’s obligations pursuant to this
Paragraph shall survive the termination of this Agreement.


 


8.                                      Cooperation.  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 paragraph, “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


 


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reasonable out of pocket expenses that he may
incur as a result of his compliance with this Paragraph, subject to Comerica’s
expense reimbursement policies.  Nothing
in this Paragraph 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.


 


9.                                      Non-Disparagement.


 


a.                                      Executive
agrees that he will make no disparaging remarks about Comerica, its parent
and/or affiliates, their respective businesses, products or services, any
current or former director, the Chairman and Chief Executive Officer, or any of
his direct reports, 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 not limited to, customers or prospective
customers of Comerica.  It is agreed and
understood that nothing in this Paragraph 9(a) shall be construed to
preclude Executive from (1) testifying truthfully pursuant to subpoena or
as otherwise required by law, (2) engaging in any action consistent with
public policy, or (3) cooperating in any internal or government
investigation to the extent such cooperation is mandated by policy, regulation
or statute.  Executive agrees that he
shall provide notice to Comerica in advance of any such cooperation or
testimony, unless such notice is prohibited. 
It is further understood that nothing in this Paragraph 9(a) shall
be construed to preclude Executive from discharging his legal


 


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obligations to any administrative or
regulatory agencies or auditing entities.


 


b.                                      Comerica agrees
that the Chairman and Chief Executive Officer and his direct reports will not
make any disparaging remarks regarding Executive or Executive’s performance while
employed at Comerica and will respond to any inquiries regarding Executive’s
separation with the statement that Executive retired from Comerica. It is
agreed and understood that nothing in this Paragraph 9(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 consistent with 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.


 


10.                               Non-Competition and Non-Solicitation.  Prior to the
Separation Date and for the period ending two (2) years after the
execution of this Agreement, Executive agrees that he shall not, directly or
indirectly, for his own account 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,


 


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Arizona or Florida.  For purposes of this Paragraph 10(a),
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 entity 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
entity whose stock is not publicly held. 
For purposes of this Paragraph 10(a), 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;


 


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


 


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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
execution of this Agreement, Executive may request an exception to this
provision.  The request must be made in
writing, describe the scope and nature of the engagement, and directed to
Comerica’s Chief Legal Officer.  Any
exception will be at Comerica’s sole discretion.


 


11.                               Representation.  Executive represents and warrants:


 


a.                                      Executive has
no knowledge of or is not otherwise aware of, has no evidence of and/or has not
reported to any person, organization and/or governmental or regulatory
authority any of the following: (i) any violation by the Released Parties
of any securities and/or other laws, rules and regulations applicable to
Comerica, (ii) any breach by Comerica and/or by any Released Party of any
fiduciary duty or obligation to any person, organization and/or governmental or
regulatory authority, and/or (iii) any violation by any Released Party of
Comerica’s Code of Business Conduct and Ethics for Employees, Senior Financial
Officer Code of Ethics, or Code of Business Conduct and Ethics for Members of
the Board of Directors, each as amended and/or restated.


 


b.                                      Executive has a
special relationship of trust and confidence with Comerica and its customers
and clients, which creates a high risk and opportunity for Executive to
misappropriate the relationship and goodwill existing between Comerica and such
entities and individuals.  Executive
further


 


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acknowledges that, at the outset of his
employment with Comerica and throughout his employment with Comerica, Executive
received, and continues to receive and/or have access to Comerica and Comerica’s
clients’ proprietary Confidential Information, specialized training and
goodwill that he would not otherwise have but for his employment with
Comerica.  Therefore, Executive agrees
that it is fair and reasonable for Comerica to take steps to protect itself
from the risk of misappropriation of Comerica’s trade secrets including but not
limited to its business relationships, goodwill, proprietary information,
specialized training, and other Confidential Information.  Executive agrees he has carefully considered
the nature and extent of the restrictions placed upon him and the remedies
conferred upon Comerica in this Agreement and has had the opportunity to retain
legal counsel at his own expense to review this Agreement.  Executive agrees the restrictions are
reasonable in time and geographic scope and are necessary to protect the
legitimate business interests of Comerica and its customers and do not confer a
benefit on Comerica that is out of proportion to the restrictions placed on
Executive.


 


12.                               Dispute
Resolution.


 


a.                                      Early Resolution Conference.  This Agreement is understood to
be clear and enforceable as written and is executed by both parties on that
basis.  However, should Executive later
challenge any provision as unclear, unenforceable, or inapplicable to any
competitive or other activity that Executive intends to engage in, Executive
will first notify Comerica in


 


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writing and meet with a Comerica
representative and a neutral mediator (if either party elects to retain one at
its own expense) to discuss resolution of any disputes between the
parties.  Executive will provide this
notification at least fourteen (14) calendar days before he engages in any
activity that could reasonably and foreseeably fall within a questioned
restriction.  Executive’s failure to
comply with this early resolution conference requirement (the “Resolution
Requirement”) shall waive his right to challenge the reasonable scope, clarity,
applicability or enforceability of this Agreement and its restrictions at a
later time.  Comerica will respond to
Executive’s notification required by this Paragraph within fourteen (14)
calendar days following receipt of the written notification.  Comerica’s failure to respond with an
acceptance or denial within the fourteen (14) calendar day period, unless a
party has invoked the mediation process described above, shall waive its right
to challenge Executive’s activity that could reasonably fall within a
questioned restriction at a later time. 
All rights of both parties will be preserved if the Resolution
Requirement is complied with even if no agreement is reached in the conference.


 


b.                                  Injunctive
Relief.  In the event of a breach or
threatened breach of Paragraphs 6, 7, 8, 9 or 10 of
this Agreement, Executive agrees that Comerica shall be entitled to injunctive
relief in a Texas court of appropriate jurisdiction to remedy any such breach
or threatened breach, and Executive acknowledges that monetary damages alone
would not be


 


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an adequate remedy to compensate Comerica for
the loss of goodwill and other harm to its reputation and business.


 


c.                                          Arbitration.  Except as provided in Paragraph 12(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 breach
of this Agreement, 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 Texas
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.


 


In the event the parties cannot agree on the
selection of a single arbitrator, the following process to select an
arbitration panel will be followed:  (1) when
a party reasonably believes that there will be no agreement on the selection of
a single, neutral arbitrator, that party may notify the other at the address
provided in Paragraph 17 of this Agreement of the fact an impasse has been
reached, (2) within five (5) days of receipt of such notice, each
party must provide the other with the name of its respective panel member, and (3) within
ten (10) days of their selection, the parties’


 


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panel members must agree on the third,
neutral member of the arbitration panel.


 


The arbitrator, or arbitration panel (“panel”)
if one is utilized, shall have the power to enter any award that could be
entered by a judge of a trial court of the State of Texas, and only such power,
and shall follow the law. 
Notwithstanding the foregoing, the arbitrator or panel may award
reasonable attorney fees and costs to the prevailing party.  In the event the arbitrator or panel does not
follow the law, the arbitrator or panel 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 or
panel 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 established for arbitration in the Texas Rules of
Civil Procedure.  Unless otherwise
prohibited by law, each party shall bear its own costs, including, but not
limited to, any costs


 


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associated with the appointment of its panel
member in the event an arbitration panel is constituted, in any such
arbitration and shall share equally any fees or other expenses charged by the
neutral 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.


 


13.          Entire Agreement; TARP
Provisions.  This
Agreement supersedes all prior and contemporaneous relationships, agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties with respect to the subject matter hereof, to the extent they conflict
herewith, other than the Waiver signed as of November 14, 2008 by
Executive in connection with Comerica’s  participation
in the United States Department of the Treasury’s Troubled Assets Relief
Program (“TARP”) Capital Purchase Program (the “Waiver”),  and
the Capital Purchase Program Senior Executive Officer Consent to Comerica’s
amendments to compensation, bonus, incentive and other benefit plans,
arrangements and agreements in connection with Comerica’s  participation
in the United States Department of the Treasury’s TARP Capital Purchase
Program, signed by Executive as of November 14, 2008 (the “Consent”), and,
except as otherwise set forth herein, there are no other agreements between the
parties with respect to the subject matter hereof, other than the Waiver and
the Consent.  No amendment, supplement,
modification or waiver of this Agreement shall be implied or be binding unless
in writing and signed by the party against which such amendment, supplement,
modification or waiver is asserted.  No
waiver of


 


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any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver, unless otherwise therein
provided; provided, however, that the Waiver shall
not be affected by this sentence.


 


14.                               Governing Law.  This Agreement shall be interpreted and
governed by the laws of the State of Texas, except as to matters specifically
governed by federal statute or regulation.


 


15.                               Severability.          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.


 


16.                               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.


 


17.                               Notice.  Any notices relating to or arising out of
this Agreement shall be sent by registered mail, return receipt requested, and
shall be addressed as follows:


 


To Comerica:


 


Jon W. Bilstrom,


EVP, Governance, Regulatory
Relations and Legal Affairs, and Corporate Secretary


1717 Main Street, MC 6504


Dallas, Texas 75201


 


To Executive:


 


Joseph J. Buttigieg III


At the address on record with Comerica as of the Separation Date


 


18.                               Consideration
Period, Revocation Period and Effective Date.  Executive confirms that he had at least
twenty-one (21) days to consider this Agreement and that he


 


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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 Agreement, Executive
understands he may revoke his signature by delivery of a written notice of
revocation to Terri L. Renshaw, Senior Vice President and General Counsel,
Litigation and Corporate Operations, 1717 Main Street, 4th Floor, MC 6506, Dallas, Texas, 75201.  The revocation must be delivered to this
address before 5:00 p.m. CDST on or before the 7th day following the signing of this
Agreement.  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 9th day of April 2010.


 


	
   

  	
   

  
	
   

  	
  Comerica
  Incorporated

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jon W. Bilstrom

  
	
   

  	
  Name:

  	
  Jon
  W. Bilstrom

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
  Date:

  	
  April 23, 2010

  



 


I,
JOSEPH J. BUTTIGIEG III, 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 APRIL 23, 2010.


 


	
   

  	
  /s/
  Joseph J. Buttigieg III

  
	
   

  	
  Joseph
  J. Buttigieg III

  



 


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