Exhibit 4.1(d)


 


	
  State of Delaware

  	
   

  	
   

  
	
  Secretary of State

  	
   

  	
   

  
	
  Division of Corporations

  	
   

  	
   

  
	
  Delivered 10:00 AM 04/30/2010

  	
   

  	
   

  
	
  FILED 10:00 AM 04/30/2010

  	
   

  	
   

  
	
  SRV 100446473 - 0786580 FILE

  	
   

  



STATE OF
DELAWARE


CERTIFICATE
OF AMENDMENT


TO RESTATED
CERTIFICATE OF INCORPORATION


OF COMERICA
INCORPORATED


(the “Corporation”)


 


Comerica
Incorporated, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify:


 


FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Corporation’s Restated Certificate of Incorporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:


 


RESOLVED,
that the Board hereby approves, subject to Proper Shareholder Approval, the
amendments to Article Sixth of the Corporation’s Certificate of
Incorporation, in substantially the form attached hereto as Exhibit B and incorporated herein by reference, as
revised by such changes as Corporate Legal shall deem necessary or appropriate
(the “Amendment”);


 


Exhibit B to the resolution, setting
forth the full text of the Article numbered “SIXTH”, as amended, reads as
follows:


 


SIXTH


 


The
business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors. The directors elected at the annual
meeting of Shareholders that is held in calendar year 2010 shall be elected for
a term expiring at the annual meeting of Shareholders that is held in calendar
year 2013 and until such directors’ successors shall have been elected and
qualified, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Commencing at the annual meeting of
Shareholders that is held in calendar year 2011, directors shall be elected
annually for terms of one year, except that any director in office at the 2011
annual meeting whose term expires at the annual meeting of Shareholders to be
held in calendar year 2012 or 2013 shall continue to hold office until the end
of the term for which such director was elected and until such director’s
successor shall have been elected and qualified, subject, however, to prior
death, resignation, retirement, disqualification or removal from office. At
each annual meeting of Shareholders thereafter, all directors shall be elected
for terms expiring at the next annual meeting of Shareholders and until such
directors’ successors shall have been elected and qualified, subject, however,
to prior death, resignation, retirement, disqualification or removal from
office.


 

















 


Any
vacancy on the Board of Directors that results from an increase in the number
of directors may be filled by a majority of the Board of Directors then in
office, and any other vacancy occurring in the Board of Directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his or her predecessor.


 


Notwithstanding
the foregoing, whenever the holders of any one or more classes or series of
preferred stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of Shareholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Restated Certificate of Incorporation applicable thereto.


 


SECOND: That, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said Corporation was duly
called and held on April 27, 2010, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.


 


THIRD: That said amendment to Article SIXTH was duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.


 


IN WITNESS WHEREOF, said Corporation has caused
this certificate to be signed this 29th day of April,
2010.


 


 


	
   

  	
  By:

  	
  /s/ Nicole V. Gersch

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Nicole V. Gersch