Exhibit 10.1

COMERICA INCORPORATED

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT (the “Agreement”) between Comerica Incorporated (the “Company”) and NAME (the “Award Recipient”) is effective as of GRANT DATE (the “Effective Date”).  Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the “Plan”).  The Company will provide a copy of the Plan to the Award Recipient upon request.

WITNESSETH:

1.     Award of Stock .  Pursuant to the provisions of the Plan, the Company hereby awards the Award Recipient, subject to the terms and conditions of the Plan (incorporated herein by reference), and subject further to the terms and conditions in this Agreement, XXX Shares of $5.00 par value common stock of the Company (the “Stock Award”).  The Stock Award is intended to constitute “long-term restricted stock”, as such term is defined by the Emergency Economic Stabilization Act of 2008, as amended from time to time, including by the American Recovery and Reinvestment Act of 2009 (collectively, “EESA”), and the regulations and guidance promulgated thereunder, as amended from time to time (the “EESA Guidance”), and the Stock Award shall be subject to all limitations and restrictions necessary to qualify it as long-term restricted stock thereunder for the periods required thereunder.

2.     Vesting of Stock Award .  Until it is vested, the Stock Award is subject to forfeiture.  Subject to the terms of the Plan and this Agreement, including without limitation, paragraph 5, and fulfillment of the employment requirements in paragraph 4 below, the Stock Award will vest and become free of restrictions on the fifth anniversary of the Effective Date of this Stock Award.  Notwithstanding the foregoing, unless otherwise permitted under the EESA Guidance, even after vesting, the Stock Award may not be transferred until the Company has repaid any obligation arising from the financial assistance provided to it under the Capital Purchase Program (the “CPP”) under the Troubled Asset Relief Program (“TARP”) (other than warrants to purchase common stock), except that (1) if the Stock Award vests prior to the Company’s repayment of its obligation arising from the financial assistance provided to it under the CPP and (2) in such a case, provided that the Award Recipient  has not made an election under section 83(b) of the Code  with respect to this Stock Award, then from the date on which the Stock Award vests through December 31 of the calendar year that includes such vesting date, a portion of the Stock Award shall become transferable as is reasonably required to pay any federal, state, local or foreign taxes that are anticipated to apply to the income recognized due to this vesting, with such portion to be determined by the Company in its sole discretion.  As soon as administratively feasible after the vesting of the Stock Award and the satisfaction of any applicable taxes pursuant to paragraph 12 of this Agreement, the Company will deliver to the Award Recipient (or to the designated Beneficiary of the Award Recipient if the Award Recipient is not then l