Exhibit 10.3


 


COMERICA
INCORPORATED


 


CAPITAL
PURCHASE PROGRAM SENIOR EXECUTIVE OFFICER CONSENT


 


The undersigned
hereby do consent to the adoption of the amendments to the “Benefit Plans” as
defined in and as described in the attached “Resolution and Amendment” adopted
at the November 10, 2008 meeting of the CPP Subcommittee of the
Governance, Compensation and Nominating Committee of the Board of Directors, as
and to the extent, and for the period, required by the provisions of Section 111
of the Emergency Economic Stabilization Act of 2008 (“EESA”) applicable to
participants in the Capital Purchase Program under EESA and the regulation issued by the
Department of the Treasury as published in the Federal Register on October 20,
2008.


 


	
  Agreed to and acknowledged

  	
   

  
	
  as of the 14th day of
  November, 2008:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ralph W. Babb, Jr.

  	
   

  
	
  Ralph W. Babb, Jr.

  	
   

  
	
  Chairman, President and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Elizabeth S. Acton

  	
   

  
	
  Elizabeth S. Acton

  	
   

  
	
  Executive Vice President and Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Joseph J. Buttigieg, III

  	
   

  
	
  Joseph J. Buttigieg, III

  	
   

  
	
  Vice Chairman

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Dennis J. Mooradian

  	
   

  
	
  Dennis J. Mooradian

  	
   

  
	
  Executive Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Mary Constance Beck

  	
   

  
	
  Mary Constance Beck

  	
   

  
	
  Executive Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Dale E. Greene

  	
   

  
	
  Dale E. Greene

  	
   

  
	
  Executive Vice President

  	
   

  



 

















 


SPECIAL MEETING OF THE


COMERICA
INCORPORATED


GOVERNANCE,
COMPENSATION AND NOMINATING COMMITTEE


CPP SUBCOMMITTEE


NOVEMBER 10, 2008


 


	
  RESOLUTION:

  	
  AMENDING
  BENEFIT PLANS TO COMPLY WITH EMERGENCY ECONOMIC STABILIZATION ACT

  



 


WHEREAS, Comerica
Incorporated (the “Company”) has entered or will enter into a Securities
Purchase Agreement with the United States Department of Treasury (the “Agreement”)
as part of the Capital Purchase Program under the Emergency Economic
Stabilization Act of 2008 (“EESA”);


 


WHEREAS, pursuant to Section 1.2(d)(iv) of
the Agreement, the Company is required to amend its “Benefit Plans” with
respect to its “Senior Executive Officers” (as such terms are defined in the
Agreement) to the extent necessary to comply with Section 111 of EESA; and


 


WHEREAS, the applicable “Benefit
Plans” are the plans in which any Senior Executive Officer participates, or is
eligible to participate, and the agreements to which any Senior Executive
Officer is a party, that either: (i) provide for incentive or bonus
compensation based on the achievement of performance goals tied to or affected
by the Company’s financial results (“Financial Performance Plans”) or (ii) provide
for payments or benefits upon an “applicable severance from employment” within
the meaning of EESA (“Involuntary Separation Pay Arrangements”).


 


NOW THEREFORE, BE IT
RESOLVED, that each Financial Performance Plan and Involuntary Separation Pay
Arrangement is hereby amended effective as of the date of entry into the
Agreement as follows:


 


1.             Compliance With Section 111
of EESA.  Each Financial Performance
Plan and Involuntary Separation Pay Arrangement is hereby amended by adding the
following provision as a final section to such arrangement:


 


“Compliance
With Section 111 of EESA. Solely to the extent, and for the
period,  required by the provisions of Section 111
of the Emergency Economic Stabilization Act of 2008 (“EESA”) applicable to
participants in the Capital Purchase Program under EESA and the regulation issued by the
Department of the Treasury as published in the Federal Register on October 20,
2008: (a) each “Senior Executive Officer” within the meaning of Section 111
of EESA and the regulation issued by the Department of the Treasury as
published in the Federal Register on October 20, 2008 who participates in
this plan or is a party to this agreement shall be ineligible to receive compensation
hereunder to the extent that the Governance, Compensation and Nominating
Committee of the Board of 


 

















 


Directors of the
Company determines this plan or agreement includes incentives for the Senior
Executive Officer to take unnecessary and excessive risks that threaten the
value of the financial institution; (b) each Senior Executive Officer who
participates in this plan or is a party to this agreement shall be required to
forfeit any bonus or incentive compensation paid to the Senior Executive
Officer hereunder during the period that the Department of the Treasury holds a
debt or equity position in the Company based on statements of earnings, gains,
or other criteria that are later proven to be materially inaccurate; and (c) the
Company shall be prohibited from making to each Senior Executive Officer who
participates in this plan or is a party to this agreement, and each such Senior
Executive Officer shall be ineligible to receive hereunder, any “golden
parachute payment” in connection with the Senior Executive Officer’s “applicable
severance from employment,” in each case, within the meaning of Section 111
of EESA and the regulation issued by the Department of the Treasury as
published in the Federal Register on October 20, 2008.”


 


2.             Continuation of
Affected Plans.  Except as expressly
or by necessary implication amended hereby, each Financial Performance Plan and
Involuntary Separation Pay Arrangement shall continue in full force and effect.