Director Indemnification Agreement

2002


Dear Mr./Ms.____________


If you have any agreement currently in effect (the "Prior Agreement") with Comerica Incorporated (the "Corporation") concerning indemnification of you by the Corporation in connection with your acting or having acted at any time as a director or officer of the Corporation, this agreement (the "Agreement") hereby amends and restates the Prior Agreement in its entirety. If you do not have a Prior Agreement with the Corporation concerning such indemnification, this Agreement shall serve as your initial Agreement with the Corporation concerning the indemnification of you by the Corporation with respect to expenses, liabilities and losses, including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement actually and reasonably incurred by you ("Indemnified Costs") in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) (collectively, a "Proceeding") in which you are involved, as a party, a threatened party or otherwise, by reason of your acting or having acted at any time as a director or officer of the Corporation.


The Corporation is entering into this Agreement pursuant to the authority contained in its Bylaws and the provisions of the General Corporation Law of Delaware (8 Del. C.ss.101 et seq.) ("Delaware Law"), including the provision of 8 Del. C.ss.145 to the effect that the indemnification authorized thereby is not exclusive. That provision of the Delaware Law suggests that contracts may be entered into between a corporation organized under the Delaware Law and its directors and officers with respect to indemnification of those persons.


To induce you to act and continue to act as a director or officer of the Corporation, the Corporation desires to provide you with the broadest indemnity which it is permitted by law to extend.


In consideration of the foregoing and of your service as a director or officer after the date of this Agreement, the Corporation agrees to the terms and conditions set forth below.


I. BASIC INDEMNIFICATION ARRANGEMENT


To the fullest extent authorized or permitted by applicable law and regulation, as currently in effect or hereafter amended, and subject to the limitations on indemnification set forth in this Agreement, the Corporation will:


1. Indemnify you and hold you harmless from and against and, if paid by
you, reimburse you for, any Indemnified Costs incurred by you in
connection with any Proceedings arising by reason of the fact that you
are or at any time in the past


were a director or officer of the Corporation, or are or were serving
or at any time will serve at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise including service
with respect to employee benefit plans, to the extent of the highest
and most advantageous to you of any combination of:


(a) the benefits provided by the indemnification provisions of the
Corporation's Bylaws as in effect on the date of this
Agreement;


(b) the benefits provided by the indemnification provisions of the
Corporation's Bylaws in effect at the time the Indemnified
Costs are incurred by you;


(c) the benefits allowable under the Delaware Law in effect as of
the date of this Agreement or as the same may hereafter be
amended;


(d) the benefits allowable under the law of the jurisdiction under
which the Corporation is organized at the time the Indemnified
Costs are incurred by you;


(e) the benefits available under any director's and officer's
insurance ("D&O Insurance") or other liability insurance
obtained by the Corporation; and


(f) the benefits available to the fullest extent authorized to be
provided to you by the Corporation under the non-exclusivity
provisions of the Bylaws of the Corporation and the Delaware
Law.


2. Pay any and all expenses in connection with a Proceeding arising by
reason of the fact that you are or at any time in the past were a
director or officer of the Corporation, as those expenses are incurred
and in advance of the final disposition of the Proceeding, regardless
of whether the directors of the Corporation previously authorized those
payments, upon receipt from you of an undertaking by or on your behalf
to repay such amount if it ultimately is determined that you are not
entitled to be indemnified by the Corporation for those expenses under
applicable law, the Corporation's Bylaws, this Agreement or otherwise.


II. DETERMINATION OF STANDARD OF CONDUCT


To the extent the Corporation's Bylaws, Delaware Law or the law of the jurisdiction under which the Corporation is organized at the time the Indemnified Costs are incurred by you, as the case may be, requires that you or your spouse (a "D&O Claimant"), meet a standard of conduct in order to be entitled to indemnification, such determination, unless prohibited by applicable law or regulation, or otherwise required by Section 18(k) of the Federal Deposit Insurance Act, as amended, shall be made by Independent Legal Counsel, as follows:


1. the Disinterested Directors (as defined below) shall select
Independent Legal Counsel by majority vote, even if such
Disinterested Directors constitute less than a quorum, and
direct that the determination be made by such counsel (or, if
there are no Disinterested Directors, the full Board of
Directors shall select Independent Legal Counsel by majority
vote and shall direct that the determination be made by such
counsel); unless there shall have occurred within two years
prior to the date of the commencement of the Proceeding for
which indemnification is claimed a "Change of Control" as
defined in the


2


Amended and Restated Comerica Incorporated 1997 Long-Term
Incentive Plan as in effect on the date of this Agreement, in
which case the Independent Legal Coun ...