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                                                                    EXHIBIT 10.3

                              COMERICA INCORPORATED
                        RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT (the "Agreement") between Comerica Incorporated (the "Company")
and __________ ("you") is effective as of _______________, 2___. Any undefined
terms appearing herein as defined terms shall have the same meaning as they do
in the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan
(the "Plan"). The Company will provide a copy of the Plan to you upon your
request.

                                   WITNESSETH:

1. AWARD OF STOCK. Pursuant to the provisions of the Plan, the Company hereby
awards you, subject to the terms and conditions of the Plan (incorporated herein
by reference), and subject further to the terms and conditions in this Agreement
__________ shares of $5.00 par value common stock of the Company (the "Stock
Award").

2. VESTING OF STOCK AWARD. The unvested portion of your Stock Award is subject
to forfeiture. Subject to the terms of the Plan and this Agreement, including
without limitation, your fulfillment of the employment requirements in paragraph
4 below, your Stock Award will vest and become free of restrictions in
accordance with the following schedule (except in the case of your earlier death
or Disability or an earlier Change of Control of the Company):

<TABLE>
<CAPTION>
                                                       Percentage of Stock
                                                       Award That Will Vest
                     Date                        and Become Free of Restrictions
                     ----                        -------------------------------
<S>                                              <C>
On ________[generally 3 years from grant date]                ___%
On ________[generally 4 years from grant date]                ___%
On ________[generally 5 years from grant date]                ___%
</TABLE>

As soon as administratively feasible after the vesting of any portion of your
Stock Award and your payment of any applicable taxes, the Company will deliver
to you (or to your designated beneficiary if you are not then living) evidence
of your ownership (by book entry or certificate), of the shares subject to the
Stock Award that have vested and for which you have paid any applicable taxes.
You will have a taxable event on the date that each tranche of your Stock Award
vests.

3. CANCELLATION OF STOCK AWARD. The Committee has the right to cancel all or any
portion of the Stock Award in accordance with Section 4 of the Plan if the
Committee determines in good faith that you have done any of the following: (i)
committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed
confidential information or trade secrets; (v) were terminated for cause; (vi)
engaged in any activity in competition with the business of the Company or any
subsidiary or affiliate of the Company; or (vii) engaged in conduct that
adversely affected the Company. The Delegate shall have the power and authority
to suspend all or any portion of the Stock Award if the Delegate makes in good
faith the determination described in the foregoing sentence. Any such suspension
of a Stock Award shall remain in effect until the suspension shall be presented
to and acted on by the Committee at its next meeting. This paragraph 3 shall
have no application for a two year period following a Change of Control of the
Company.

4. EMPLOYMENT REQUIREMENTS. Except as provided herein, you must remain employed
by the Company or one of its Affiliates until your Stock Award (or portion
thereof) has vested to retain the Stock Award (or portion thereof, as the case
may be). If your employment ceases for any reason (other than due to your death
or Disability) before your entire Stock Award has fully vested, including,
without limitation, due to your Retirement, you will forfeit that portion of the
Stock Award that has not vested as of the date your employment ceases unless the
Committee determines otherwise. If your employment terminates due to your death
or Disability prior to your Stock Award fully vesting, the unvested portion of
your Stock Award will vest as of the date of your death or termination of
employment due to your Disability.

5. EFFECT OF A CHANGE OF CONTROL. Your Stock Award will vest and become free of
restrictions on the date a Change of Control of the Company occurs.

6. NONTRANSFERABILITY. Until it has vested, you may not assign or transfer any
portion the Stock Award nor any of your rights pertaining thereto by any means
other than by will or the laws of descent and distribution.

7. VOTING AND DIVIDENDS. You shall have the right to vote shares comprising any
portion of the Stock Award that has not vested and to receive any cash dividends
or cash distributions that may be paid with respect

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thereto. In the event of a stock dividend, stock distribution, stock split,
division of shares or other corporate structure change which results in the
issuance of additional shares with respect to any unvested share of your Stock
Award, such additional shares will be subject to the same restrictions as is
such unvested share of your Stock Award.

8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or this Agreement shall
confer on you any right to continue in the employment of the Company or its
Affiliates for any given period or on any specified terms nor in any way affect
the Company's or its Affiliates' right to terminate your employment without
prior notice at any time for any reason or for no reason.

9. COMPLIANCE WITH LAWS AND REGULATIONS. The Stock Award and the obligation of
the Company to deliver the shares subject to the Stock Award are subject to
compliance with all applicable laws, rules and regulations, to receipt of any
approvals by any government or regulatory agency as may be required, and to any
determinations the Company may make regarding the application of all such laws,
rules and regulations.

10. BINDING NATURE OF PLAN. You agree to be bound by all terms and provisions of
the Plan and related administrative rules and procedures, including terms and
provisions and administrative rules and procedures adopted and/or modified after
the granting of the Stock Award. In the event any provisions hereof are
inconsistent with those of the Plan, the provisions of the Plan shall control.
For purposes of all of your restricted stock awards granted under the Plan, you
understand and agree that "Retirement" and any derivation of such term used in
your restricted stock award agreements means a retirement that is approved by
the Committee as required by Section 6(C) of the Plan.

11. NOTICES. Any notice to the Company under this Agreement shall be in writing
to the following address or facsimile number: Human Resources - Executive
Compensation, Comerica Incorporated, 500 Woodward Ave., MC 3122, Detroit, MI
48226; Facsimile Number: 313-964-3153. The Company will address any notice to
you to your current address according to the Company's personnel files. All
written notices provided in accordance with this paragraph shall be deemed to be
given when (a) delivered to the appropriate address(es) by hand or by a
nationally recognized overnight courier service (costs prepaid); (b) sent by
facsimile to the appropriate facsimile number, with confirmation by telephone of
transmission receipt; or (c) received by the addressee, if sent by U.S. mail to
the appropriate address or by Company inter-office mail to the appropriate mail
code. Either party may designate in writing some other address or facsimile
number for notice under this Agreement.

12. FORCE AND EFFECT. The various provisions of this Agreement are severable in
their entirety. Any judicial or legal determination of invalidity or
unenforceability of any one provision shall have no effect on the continuing
force and effect of the remaining provisions.

13. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of
the successors of the respective parties.

IN WITNESS WHEREOF, Comerica Incorporated has caused this Agreement to be
executed by an appropriate officer and you (the Stock Award recipient) have
executed this Agreement, both as of the day and year first above written.

COMERICA INCORPORATED

By:________________________
Name:
Title:

______________________         _______________________      __________________
Recipient's Signature          Print Name                   Social Security No.

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