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<DIV align="right" style="font-size: 10pt; margin-top: 12pt; margin-bottom: 6pt">Securities Act Registration No.&nbsp;333-<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>COMERICA INCORPORATED</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


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    <TD align="center" valign="top">Delaware<BR>
(State or other jurisdiction of<BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">38-1998421<BR>
(I.R.S. Employer Identification No.)</TD>
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</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">One Detroit Center<BR>
500 Woodward Avenue, 31st Floor<BR>
Detroit, Michigan 48226<BR>
(Address of principal executive offices) (Zip Code)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">COMERICA INCORPORATED 2006 LONG-TERM INCENTIVE PLAN<BR>
(Full title of the Plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">JON W. BILSTROM<BR>
Executive Vice President-Governance, Regulatory<BR>
Relations and Legal Affairs, and Secretary<BR>
Comerica Incorporated<BR>
One Detroit Center<BR>
500 Woodward Avenue, MC 3391<BR>
Detroit, Michigan 48226<BR>
(Name and address of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">(248)&nbsp;371-5000<BR>
(Telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">CALCULATION OF REGISTRATION FEE</DIV>

<DIV align="center">
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
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    <TD nowrap align="center"><B>Title of securities to</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>offering price per</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>aggregate offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
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    <TD nowrap align="center"><B>be registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered (1)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>share (2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>price (2)</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registration fee</B></TD>
    <TD width="1%">&nbsp;</TD>
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                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock
$5.00 par value</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">11,000,000 shares</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$55.20</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$607,200,000</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 1px solid #000000">$64,970(3)</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
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    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
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<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement
also shall be deemed to cover any additional securities to be offered or issued in connection with
the provisions of the above-referenced plan which provide for adjustments in the amount of
securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions. This registration statement also shall be deemed to cover any shares of
common stock available for future awards under the Amended and Restated Comerica Incorporated 1997
Long-Term Incentive Plan, as well as any shares of common stock that are represented by awards
granted under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan which
are forfeited, expire or are cancelled without delivery of the shares or which result in the
forfeiture of shares back to Comerica Incorporated (collectively, the &#147;Carried Forward Shares&#148;), as
all such shares may be issued under the Comerica Incorporated 2006 Long-Term Incentive Plan. The
number of Carried Forward Shares available is indeterminate due to such shares being continually
cancelled or forfeited and being made available again pursuant to the Amended and Restated Comerica
Incorporated 1997 Long-Term Incentive Plan
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Pursuant to Rule&nbsp;457(h)(1) under the Securities Act of 1933, the per share and aggregate
offering price are based upon the average of the high and low sales prices of the shares of common
stock as reported on the New York Stock Exchange Composite Tape on July&nbsp;21, 2006 ($55.20 per
share).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;The Carried Forward Shares were previously registered under the prior registration
statements described below; therefore, no filing fee with respect to those shares is required in
accordance with Interpretation 89 under Section&nbsp;G of the Securities and Exchange Commission
Division of Corporate Finance Manual of Publicly Available Telephone Interpretations (July&nbsp;1997)
and Instruction E to the General Instructions to Form S-8.
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>EXPLANATORY NOTE</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On May&nbsp;16, 2006, the shareholders of Comerica Incorporated (&#147;Comerica&#148;) approved the Comerica
Incorporated 2006 Long-Term Incentive Plan (&#147;2006 Plan&#148;). Effective upon the approval of the 2006
Plan, no additional awards are to be granted pursuant to the terms of the Comerica Incorporated
Amended and Restated 1997 Long-Term Incentive Plan (the &#147;Prior Plan&#148;), and the Prior Plan&#146;s Carried
Forward Shares are available for awards under the 2006 Plan. The Carried Forward Shares were
registered as follows: Registration Statement No.&nbsp;333-24565 filed on April&nbsp;4, 1997; Registration
Statement No.&nbsp;333-48122 filed on October&nbsp;18, 2000; and Registration Statement No.&nbsp;333-104163 filed
on March&nbsp;31, 2003. The Carried Forward Shares are deemed covered by this Registration Statement
and, pursuant to Instruction E to Form S-8, no additional registration fee is due with respect to
them.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As permitted by the rules of the Securities and Exchange Commission (the &#147;Commission&#148;), this
Registration Statement omits the information specified in Part&nbsp;I of Form S-8.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">ITEM 4. DESCRIPTION OF SECURITIES</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">ITEM 8. EXHIBITS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">ITEM 9. UNDERTAKINGS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="k07011exv5.htm">Opinion and Consent</A></TD></TR>
<TR><TD colspan="9"><A HREF="k07011exv23wxay.htm">Consent</A></TD></TR>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following documents filed with the Commission by Comerica Incorporated (&#147;Comerica&#148; or the
&#147;Registrant&#148;) are incorporated in this Registration Statement on Form S-8 (the &#147;Registration
Statement&#148;) by reference:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Comerica&#146;s Annual Report on Form 10-K for the fiscal year ended December&nbsp;31,
2005;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) since December&nbsp;31, 2005; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of Comerica&#146;s common stock, par value $5.00 per share, set
forth in Comerica&#146;s Registration Statement on Form S-4/A filed December&nbsp;14, 2000
(Commission File Number 333-51042) and any amendments, reports or other filings filed
with the Securities and Exchange Commission for the purpose of updating that
description.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All documents subsequently filed by Comerica pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all of the securities offered then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
</DIV>

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<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ITEM 4. DESCRIPTION OF SECURITIES</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>

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<DIV align="left"><A NAME="003"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>

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<DIV align="left"><A NAME="004"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The General Corporation Law (&#147;GCL&#148;) of the State of Delaware provides that a Delaware
corporation, such as the Registrant, may indemnify a director or officer against his or her
expenses and judgments, fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding (other than an action by or in the right of the
corporation) involving such person by reason of the fact that such person is or was a director or
officer, concerning actions taken in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation and, with respect to any criminal action or
proceeding, without reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its directors and
officers against expenses actually and reasonably incurred to the extent that such director or
officer acted in good faith and in a manner such director or officer reasonably believed to be in
or not opposed to the best interests of the corporation, except that no indemnification may be
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">made with respect to any claim, issue or matter as to which such director or officer is adjudged to
be liable to the corporation unless and only to the extent that the court determines upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such director or officer is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper. The GCL also generally permits the advancement of a director&#146;s or officer&#146;s
expenses, including by means of a mandatory charter or bylaw provision to that effect, in lieu of
requiring the authorization of such advancement by the Board of Directors in specific cases.
Section&nbsp;12 of Article&nbsp;V of the Registrant&#146;s bylaws implements such provisions and provides as
follows:
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>&#147;INDEMNIFICATION AND INSURANCE</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To the fullest extent permitted by these bylaws and by applicable law and regulation, as
presently existing or hereafter amended, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that he or she is or was a director, officer
or employee of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys&#146; fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with such action, suit
or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Any
person who is or was an agent of the Corporation may be indemnified to the same extent as provided
above. In addition, in the event any such action, suit or proceeding is threatened or instituted
against a spouse to whom a director or officer is legally married at the time the director or
officer is covered under the indemnification provided herein, which action, suit or proceeding
arises solely out of his or her status as the spouse of a director or officer, including, without
limitation, an action, suit or proceeding that seeks damages recoverable from marital community
property of the director or officer and his or her spouse, property owned jointly by them or
property purported to have been transferred from the director or officer to his or her spouse, then
the spouse of the director or officer shall be indemnified to the same extent as provided above. At
the Corporation&#146;s election, and in its sole discretion, any person who is or was the spouse of an
employee or agent of the Corporation may be indemnified to the same extent as provided above. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of <I>nolo contendere </I>or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any criminal action or
proceeding, raise any inference that he or she had reasonable cause to believe that his or her
conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To the fullest extent permitted by these bylaws and by applicable law and regulation, as
presently existing or hereafter amended, the Corporation shall indemnify any person who is or was a
party or is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that
he or she is or was a director or officer or employee of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys&#146; fees)
actually and reasonably incurred by him or her in connection with the defense or settlement of such
action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation, and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper. Any person who is or was an agent of the
Corporation may be indemnified to the same extent as provided above. In addition, in the event any
such action or suit is threatened or instituted against a spouse to whom a director or officer is
legally married at the time the director or officer is covered under the indemnification provided
herein, which action or suit arises solely out of his or her status as the spouse of a director or
officer, including, without limitation, an action or suit that seeks damages recoverable from
marital community property of the director or officer and his or her spouse, property owned jointly
by them or property purported to have been transferred from the director or officer to his or her
spouse, then the spouse of the director or officer shall be indemnified to the same extent as
provided above. At the Corporation&#146;s election, and in its sole discretion, any person who is or was
the spouse of an employee or agent of the Corporation may be indemnified to the same extent as
provided above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To the extent that a present or former director, officer, or spouse of the director or officer
of the Corporation has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;of this Section, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses (including attorneys&#146;
fees) actually and reasonably incurred by him or her in connection therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(d) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this Section (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, spouse of the director or officer,
employee, agent or spouse of the employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)&nbsp;and (b)&nbsp;of this
Section. Unless prohibited by applicable law or regulation, or otherwise required by Section 18(k)
of the Federal Deposit Insurance Act, as amended, such determination shall be made with respect to
a person who is a director or officer or the spouse of a director or officer at the time of the
determination (a &#145;D&#038;O Claimant&#146;) by Independent Legal Counsel (as defined below) in a written
opinion to the Board of Directors, a copy of which shall be delivered to the D&#038;O Claimant, as
follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 &#145;Change of
Control&#146; as defined in the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan
as in effect on September&nbsp;24, 2002 (or, if applicable, as in effect on such later date as
determined by written agreement between the Corporation and the D&#038;O Claimant), in which case the
Independent Legal Counsel shall be selected by the D&#038;O Claimant unless the D&#038;O Claimant shall
request that such selection be made by the Board of Directors. If it is so determined that the D&#038;O
Claimant is entitled to indemnification, payment to the D&#038;O Claimant shall be made within 10&nbsp;days
after such determination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the term &#145;Disinterested Directors&#146; shall mean directors that are not and were not parties,
and who are not and were not threatened to be made parties, to such Proceeding;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &#145;Independent Legal Counsel&#146; shall mean a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and that, under the
applicable standards of professional conduct then prevailing, would not have a conflict of interest
in representing
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">either the Corporation or the D&#038;O Claimant in an action to determine the D&#038;O Claimant&#146;s rights
under this Section. Such determination may be made with respect to any person other than a D&#038;O
Claimant seeking indemnification under subsections (a)&nbsp;and (b)&nbsp;of this Section by the Corporation&#146;s
Chairman, Chief Executive Officer, President, Vice Chairman or General Counsel, or by their
designees.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Expenses (including attorney&#146;s fees) incurred by an officer, director or spouse of an officer
or director in defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director, officer or spouse to
repay such amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys&#146;
fees) incurred by former directors or officers, their spouses or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The indemnification and advancement of expenses provided by, or granted pursuant to, the other
subsections of this Section shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or Disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Corporation may purchase and maintain insurance on behalf of any person who is or was a
director, officer, spouse of a director or officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Section.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For the purposes of this Section, references to &#145;the Corporation&#146; include, in addition to the
resulting or surviving corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had the power and authority to indemnify its directors, officers, spouses of directors
or officers, and employees or agents, so that any person who is or was a director, officer, spouse
of a director or officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation if its separate
existence had continued.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For purposes of this Section, references to &#145;other enterprises&#146; shall include employee benefit
plans; references to &#145;fines&#146; shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to &#145;serving at the request of the Corporation&#145; shall include
any service as a director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner &#145;not opposed to the best
interests of the Corporation&#146; as referred to in this Section.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The indemnification and advancement of expenses provided by, or granted pursuant to, this
Section shall, unless otherwise provided when authorized or ratified, continue as to a person who
has
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">ceased to be a director, officer, employee or agent, and with respect to any spouse of a director
or officer, shall continue following the time the director or officer spouse ceases to be a
director or officer even if the marriage of the individuals terminates prior to the end of the
period of coverage, and shall inure to the benefit of the heirs, executors and administrators of
such a person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Court of Chancery shall have exclusive jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under this Section or under any agreement, vote
of stockholders or Disinterested Directors, or otherwise. The Court of Chancery may summarily
determine the Corporation&#146;s obligation to advance expenses (including attorneys&#146; fees).&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Section&nbsp;102(b)(7) of the GCL provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director (i)&nbsp;for any breach of the director&#146;s duty of
loyalty to the corporation or its stockholders; (ii)&nbsp;for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii)&nbsp;under Section&nbsp;174 of the
GCL (relating to liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv)&nbsp;for any transaction from which the director derived an improper personal
benefit. At the 1987 Annual Meeting of Comerica&#146;s shareholders, the shareholders approved an
amendment to Comerica&#146;s Restated Certificate of Incorporation to include such a provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Comerica has entered into Indemnification Agreements (the &#147;Agreements&#148;) with each of its directors
and certain of its officers pursuant to which Comerica agrees (i)&nbsp;to indemnify each such director
and officer to the fullest extent permitted by any combination of (a)&nbsp;the benefits provided by the
indemnification provisions of Comerica&#146;s bylaws as in effect on the date of such Agreement, (b)&nbsp;the
benefits provided by the indemnification provisions of Comerica&#146;s bylaws in effect at the time such
indemnified costs are incurred by such director or officer, (c)&nbsp;the benefits allowable under the
GCL in effect at the date of such Agreement or as the same may be amended, (d)&nbsp;the benefits
allowable under the law of the jurisdiction under which Comerica is organized at the time such
indemnified costs are incurred by such director or officer, (e)&nbsp;the benefits available under any
Directors&#146; and Officers&#146; Insurance or other liability insurance obtained by Comerica, and (f)&nbsp;the
benefits available to the fullest extent authorized to be provided to such director or officer by
Comerica under the non-exclusivity provisions of the bylaws of Comerica and the GCL, against
liability and expenses incurred by reason of such person serving as a director or officer of
Comerica or at Comerica&#146;s request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or with respect to employee benefit plans;
(ii)&nbsp;to advance certain expenses to such persons; and (iii)&nbsp;except under certain circumstances, to
purchase and maintain in effect one or more Directors&#146; and Officers&#146; insurance policies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">No indemnification, reimbursement, or payments are required of Comerica under the Agreements
(except to the extent it is provided from policies of insurance carried by Comerica) with respect
to:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; any claim as to which such director or officer is finally adjudged by a court of competent
jurisdiction to (a)&nbsp;have breached a director&#146;s duty of loyalty to Comerica or its shareholders; (b)
have committed acts or omissions not in good faith or involving intentional misconduct or a knowing
violation of law;(c) have effected any transaction from which the director or officer derived an
improper personal benefit within the meaning of &#167;102(b)(7) of the GCL; or (d)&nbsp;have authorized any
unlawful payment of dividend or unlawful stock purchase or redemption on Comerica&#146;s stock
prohibited by &#167;174 of the GCL; except to the extent that such court, or another court having
jurisdiction, shall determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such indemnified costs as the court deems proper;
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; any payment determined to be unlawful by final judgment of a court or other tribunal having
jurisdiction over the question;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; any obligation of the directors or officers under Section 16(b) of the Securities Exchange Act
of 1934, as amended; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; any liability or expense (including any penalty, judgment or legal expense) sustained in
connection with an administrative or civil enforcement action which is initiated by a federal
banking agency and results in a final adjudication or finding against the director or officer if
such indemnification, reimbursement or payment, on the date thereof, is a prohibited
indemnification payment under Regulations and Statements of General Policy of the Federal Deposit
Insurance Corporation (including, without limitation, 12 CFR 359.0 et seq.) or federal banking law
(including, without limitation, 12 USC 1828(k)), as both are amended and in effect on the date of
such payment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Insurance is maintained on a regular basis (and not specifically in connection with this offering)
against liabilities arising on the part of directors and officers out of their performance in such
capacities or arising on the part of Comerica out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
</DIV>

<!-- link2 "ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED" -->
<DIV align="left"><A NAME="005"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Not applicable.
</DIV>

<!-- link2 "ITEM 8. EXHIBITS" -->
<DIV align="left"><A NAME="006"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>ITEM 8. EXHIBITS.</B>

</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">EXHIBIT INDEX

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following documents are attached hereto or incorporated herein by reference as exhibits to this
registration statement:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Item 601 Regulation S-K</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Reference</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Description of Document</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4(a)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated
(incorporated herein by reference to exhibit 3.2 to Comerica&#146;s Registration Statement on Form
S-4 filed December&nbsp;1, 2000, Commission File Number 333-51042).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of Comerica Incorporated (incorporated herein by reference to
exhibit 3 to Comerica&#146;s Current Report on Form&nbsp;8-K filed January&nbsp;25, 2005, Commission File
Number 001-10706).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion and Consent of Robert W. Spencer, Jr. as to the legality of the securities being
registered.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23(a)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP, Independent Registered Public Accounting Firm.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Robert W. Spencer, Jr., legal counsel (contained in Exhibit&nbsp;5).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included on the signature page hereto).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link2 "ITEM 9. UNDERTAKINGS" -->
<DIV align="left"><A NAME="007"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ITEM 9. UNDERTAKINGS.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes:</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 10%">(i) &nbsp;&nbsp; To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 10%">(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the &#147;Calculation
of Registration Fee&#148; table in the effective registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 10%">(iii)&nbsp;To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%"><I>Provided, however,</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">(A)&nbsp;Paragraphs a(1)(i) and a(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section&nbsp;13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">(2) &nbsp;&nbsp; That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 5%">(3) &nbsp;&nbsp; To remove from registration by means of a post-effective amendment of any of the
securities being registered which remain unsold at the termination of the offering.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant&#146;s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(c) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in Item&nbsp;6 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="008"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SIGNATURES</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Detroit, State of Michigan, on July&nbsp;26, 2006.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">COMERICA INCORPORATED

</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="56%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Ralph W. Babb, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">Ralph W. Babb, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left" nowrap>Chairman, President and Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We, the undersigned directors and officers of Comerica Incorporated, do hereby constitute and
appoint Jon W. Bilstrom and Nicole V. Gersch, and each of them severally, our true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our
name, place and stead, in any and all capacities, to sign any and all amendments and post-effective
amendments to this registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, and we do
hereby ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated as of July&nbsp;26, 2006:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Ralph W. Babb, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Ralph W. Babb, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Chairman, President, Chief Executive Officer and Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(Principal Executive Officer)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Elizabeth S. Acton</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Elizabeth S. Acton
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Executive Vice President and Chief Financial Officer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(Principal Financial Officer)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Marvin J. Elenbaas</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Marvin J. Elenbaas
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Senior Vice President and Controller</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(Principal Accounting Officer)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Lillian Bauder</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Lillian Bauder
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Joseph J. Buttigieg, III</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Joseph J. Buttigieg, III
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James F. Cordes
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
James F. Cordes
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Peter D. Cummings
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Peter D. Cummings
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
J. Philip DiNapoli
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Anthony F. Earley, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Anthony F. Earley, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Roger Fridholm
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Roger Fridholm
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">/s/ Alfred A. Piergallini
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Alfred A. Piergallini
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert S. Taubman
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Robert S. Taubman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">/s/ Reginald M. Turner, Jr.
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Reginald M. Turner, Jr.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William P. Vititoe
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
William P. Vititoe
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Patricia M. Wallington
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Gail L. Warden
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Gail L. Warden
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kenneth L. Way
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Kenneth L. Way
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="009"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4(a)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated
(incorporated herein by reference to exhibit 3.2 to Comerica&#146;s Registration Statement on Form
S-4 filed December&nbsp;1, 2000, Commission File Number 333-51042).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of Comerica Incorporated (incorporated herein by reference to
exhibit 3 to Comerica&#146;s Current Report on Form&nbsp;8-K filed January&nbsp;25, 2005, Commission File
Number 001-10706).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion and Consent of Robert W. Spencer, Jr. as to the legality of the securities being
registered.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23(a)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP, Independent Registered Public Accounting Firm.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Robert W. Spencer, Jr., legal counsel (contained in Exhibit&nbsp;5).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included on the signature page hereto).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
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sv8
Table of Contents
Securities Act Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
38-1998421
(I.R.S. Employer Identification No.)
One Detroit Center
500 Woodward Avenue, 31st Floor
Detroit, Michigan 48226
(Address of principal executive offices) (Zip Code)
COMERICA INCORPORATED 2006 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
JON W. BILSTROM
Executive Vice President-Governance, Regulatory
Relations and Legal Affairs, and Secretary
Comerica Incorporated
One Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226
(Name and address of agent for service)
(248) 371-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title of securities to
Amount to be
offering price per
aggregate offering
Amount of
be registered
registered (1)
share (2)
price (2)
registration fee
Common Stock
$5.00 par value
11,000,000 shares
$55.20
$607,200,000
$64,970(3)
Table of Contents
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement
also shall be deemed to cover any additional securities to be offered or issued in connection with
the provisions of the above-referenced plan which provide for adjustments in the amount of
securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions. This registration statement also shall be deemed to cover any shares of
common stock available for future awards under the Amended and Restated Comerica Incorporated 1997
Long-Term Incentive Plan, as well as any shares of common stock that are represented by awards
granted under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan which
are forfeited, expire or are cancelled without delivery of the shares or which result in the
forfeiture of shares back to Comerica Incorporated (collectively, the "Carried Forward Shares"), as
all such shares may be issued under the Comerica Incorporated 2006 Long-Term Incentive Plan. The
number of Carried Forward Shares available is indeterminate due to such shares being continually
cancelled or forfeited and being made available again pursuant to the Amended and Restated Comerica
Incorporated 1997 Long-Term Incentive Plan
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the per share and aggregate
offering price are based upon the average of the high and low sales prices of the shares of common
stock as reported on the New York Stock Exchange Composite Tape on July 21, 2006 ($55.20 per
share).
(3) The Carried Forward Shares were previously registered under the prior registration
statements described below; therefore, no filing fee with respect to those shares is required in
accordance with Interpretation 89 under Section G of the Securities and Exchange Commission
Division of Corporate Finance Manual of Publicly Available Telephone Interpretations (July 1997)
and Instruction E to the General Instructions to Form S-8.
EXPLANATORY NOTE
On May 16, 2006, the shareholders of Comerica Incorporated ("Comerica") approved the Comerica
Incorporated 2006 Long-Term Incentive Plan ("2006 Plan"). Effective upon the approval of the 2006
Plan, no additional awards are to be granted pursuant to the terms of the Comerica Incorporated
Amended and Restated 1997 Long-Term Incentive Plan (the "Prior Plan"), and the Prior Plan's Carried
Forward Shares are available for awards under the 2006 Plan. The Carried Forward Shares were
registered as follows: Registration Statement No. 333-24565 filed on April 4, 1997; Registration
Statement No. 333-48122 filed on October 18, 2000; and Registration Statement No. 333-104163 filed
on March 31, 2003. The Carried Forward Shares are deemed covered by this Registration Statement
and, pursuant to Instruction E to Form S-8, no additional registration fee is due with respect to
them.
As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this
Registration Statement omits the information specified in Part I of Form S-8.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
ITEM 4. DESCRIPTION OF SECURITIES
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8. EXHIBITS
ITEM 9. UNDERTAKINGS
SIGNATURES
EXHIBIT INDEX
Opinion and Consent
Consent
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Comerica Incorporated ("Comerica" or the
"Registrant") are incorporated in this Registration Statement on Form S-8 (the "Registration
Statement") by reference:
1.
Comerica's Annual Report on Form 10-K for the fiscal year ended December 31,
2005;
2.
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 2005; and
3.
The description of Comerica's common stock, par value $5.00 per share, set
forth in Comerica's Registration Statement on Form S-4/A filed December 14, 2000
(Commission File Number 333-51042) and any amendments, reports or other filings filed
with the Securities and Exchange Commission for the purpose of updating that
description.
All documents subsequently filed by Comerica pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all of the securities offered then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law ("GCL") of the State of Delaware provides that a Delaware
corporation, such as the Registrant, may indemnify a director or officer against his or her
expenses and judgments, fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding (other than an action by or in the right of the
corporation) involving such person by reason of the fact that such person is or was a director or
officer, concerning actions taken in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation and, with respect to any criminal action or
proceeding, without reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its directors and
officers against expenses actually and reasonably incurred to the extent that such director or
officer acted in good faith and in a manner such director or officer reasonably believed to be in
or not opposed to the best interests of the corporation, except that no indemnification may be
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made with respect to any claim, issue or matter as to which such director or officer is adjudged to
be liable to the corporation unless and only to the extent that the court determines upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such director or officer is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper. The GCL also generally permits the advancement of a director's or officer's
expenses, including by means of a mandatory charter or bylaw provision to that effect, in lieu of
requiring the authorization of such advancement by the Board of Directors in specific cases.
Section 12 of Article V of the Registrant's bylaws implements such provisions and provides as
follows:
"INDEMNIFICATION AND INSURANCE
"(a)      To the fullest extent permitted by these bylaws and by applicable law and regulation, as
presently existing or hereafter amended, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that he or she is or was a director, officer
or employee of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with such action, suit
or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Any
person who is or was an agent of the Corporation may be indemnified to the same extent as provided
above. In addition, in the event any such action, suit or proceeding is threatened or instituted
against a spouse to whom a director or officer is legally married at the time the director or
officer is covered under the indemnification provided herein, which action, suit or proceeding
arises solely out of his or her status as the spouse of a director or officer, including, without
limitation, an action, suit or proceeding that seeks damages recoverable from marital community
property of the director or officer and his or her spouse, property owned jointly by them or
property purported to have been transferred from the director or officer to his or her spouse, then
the spouse of the director or officer shall be indemnified to the same extent as provided above. At
the Corporation's election, and in its sole discretion, any person who is or was the spouse of an
employee or agent of the Corporation may be indemnified to the same extent as provided above. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of
nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any criminal action or
proceeding, raise any inference that he or she had reasonable cause to believe that his or her
conduct was unlawful.
"(b)      To the fullest extent permitted by these bylaws and by applicable law and regulation, as
presently existing or hereafter amended, the Corporation shall indemnify any person who is or was a
party or is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that
he or she is or was a director or officer or employee of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or settlement of such
action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation, and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
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Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper. Any person who is or was an agent of the
Corporation may be indemnified to the same extent as provided above. In addition, in the event any
such action or suit is threatened or instituted against a spouse to whom a director or officer is
legally married at the time the director or officer is covered under the indemnification provided
herein, which action or suit arises solely out of his or her status as the spouse of a director or
officer, including, without limitation, an action or suit that seeks damages recoverable from
marital community property of the director or officer and his or her spouse, property owned jointly
by them or property purported to have been transferred from the director or officer to his or her
spouse, then the spouse of the director or officer shall be indemnified to the same extent as
provided above. At the Corporation's election, and in its sole discretion, any person who is or was
the spouse of an employee or agent of the Corporation may be indemnified to the same extent as
provided above.
"(c)      To the extent that a present or former director, officer, or spouse of the director or officer
of the Corporation has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
"(d)      Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, spouse of the director or officer,
employee, agent or spouse of the employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a) and (b) of this
Section. Unless prohibited by applicable law or regulation, or otherwise required by Section 18(k)
of the Federal Deposit Insurance Act, as amended, such determination shall be made with respect to
a person who is a director or officer or the spouse of a director or officer at the time of the
determination (a 'D&O Claimant') by Independent Legal Counsel (as defined below) in a written
opinion to the Board of Directors, a copy of which shall be delivered to the D&O Claimant, 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 Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan
as in effect on September 24, 2002 (or, if applicable, as in effect on such later date as
determined by written agreement between the Corporation and the D&O Claimant), in which case the
Independent Legal Counsel shall be selected by the D&O Claimant unless the D&O Claimant shall
request that such selection be made by the Board of Directors. If it is so determined that the D&O
Claimant is entitled to indemnification, payment to the D&O Claimant shall be made within 10 days
after such determination.
"2.      the term 'Disinterested Directors' shall mean directors that are not and were not parties,
and who are not and were not threatened to be made parties, to such Proceeding;
"3.      'Independent Legal Counsel' shall mean a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and that, under the
applicable standards of professional conduct then prevailing, would not have a conflict of interest
in representing
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either the Corporation or the D&O Claimant in an action to determine the D&O Claimant's rights
under this Section. Such determination may be made with respect to any person other than a D&O
Claimant seeking indemnification under subsections (a) and (b) of this Section by the Corporation's
Chairman, Chief Executive Officer, President, Vice Chairman or General Counsel, or by their
designees.
"(e)      Expenses (including attorney's fees) incurred by an officer, director or spouse of an officer
or director in defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director, officer or spouse to
repay such amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys'
fees) incurred by former directors or officers, their spouses or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems appropriate.
"(f)      The indemnification and advancement of expenses provided by, or granted pursuant to, the other
subsections of this Section shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or Disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
"(g)      The Corporation may purchase and maintain insurance on behalf of any person who is or was a
director, officer, spouse of a director or officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Section.
"(h)      For the purposes of this Section, references to 'the Corporation' include, in addition to the
resulting or surviving corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had the power and authority to indemnify its directors, officers, spouses of directors
or officers, and employees or agents, so that any person who is or was a director, officer, spouse
of a director or officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation if its separate
existence had continued.
"(i)      For purposes of this Section, references to 'other enterprises' shall include employee benefit
plans; references to 'fines' shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to 'serving at the request of the Corporation' shall include
any service as a director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner 'not opposed to the best
interests of the Corporation' as referred to in this Section.
"(j)      The indemnification and advancement of expenses provided by, or granted pursuant to, this
Section shall, unless otherwise provided when authorized or ratified, continue as to a person who
has
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ceased to be a director, officer, employee or agent, and with respect to any spouse of a director
or officer, shall continue following the time the director or officer spouse ceases to be a
director or officer even if the marriage of the individuals terminates prior to the end of the
period of coverage, and shall inure to the benefit of the heirs, executors and administrators of
such a person.
"(k)      The Court of Chancery shall have exclusive jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under this Section or under any agreement, vote
of stockholders or Disinterested Directors, or otherwise. The Court of Chancery may summarily
determine the Corporation's obligation to advance expenses (including attorneys' fees)."
Section 102(b)(7) of the GCL provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the
GCL (relating to liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an improper personal
benefit. At the 1987 Annual Meeting of Comerica's shareholders, the shareholders approved an
amendment to Comerica's Restated Certificate of Incorporation to include such a provision.
Comerica has entered into Indemnification Agreements (the "Agreements") with each of its directors
and certain of its officers pursuant to which Comerica agrees (i) to indemnify each such director
and officer to the fullest extent permitted by any combination of (a) the benefits provided by the
indemnification provisions of Comerica's bylaws as in effect on the date of such Agreement, (b) the
benefits provided by the indemnification provisions of Comerica's bylaws in effect at the time such
indemnified costs are incurred by such director or officer, (c) the benefits allowable under the
GCL in effect at the date of such Agreement or as the same may be amended, (d) the benefits
allowable under the law of the jurisdiction under which Comerica is organized at the time such
indemnified costs are incurred by such director or officer, (e) the benefits available under any
Directors' and Officers' Insurance or other liability insurance obtained by Comerica, and (f) the
benefits available to the fullest extent authorized to be provided to such director or officer by
Comerica under the non-exclusivity provisions of the bylaws of Comerica and the GCL, against
liability and expenses incurred by reason of such person serving as a director or officer of
Comerica or at Comerica's request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or with respect to employee benefit plans;
(ii) to advance certain expenses to such persons; and (iii) except under certain circumstances, to
purchase and maintain in effect one or more Directors' and Officers' insurance policies.
No indemnification, reimbursement, or payments are required of Comerica under the Agreements
(except to the extent it is provided from policies of insurance carried by Comerica) with respect
to:
(1)      any claim as to which such director or officer is finally adjudged by a court of competent
jurisdiction to (a) have breached a director's duty of loyalty to Comerica or its shareholders; (b)
have committed acts or omissions not in good faith or involving intentional misconduct or a knowing
violation of law;(c) have effected any transaction from which the director or officer derived an
improper personal benefit within the meaning of §102(b)(7) of the GCL; or (d) have authorized any
unlawful payment of dividend or unlawful stock purchase or redemption on Comerica's stock
prohibited by §174 of the GCL; except to the extent that such court, or another court having
jurisdiction, shall determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such indemnified costs as the court deems proper;
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(2)      any payment determined to be unlawful by final judgment of a court or other tribunal having
jurisdiction over the question;
(3)      any obligation of the directors or officers under Section 16(b) of the Securities Exchange Act
of 1934, as amended; or
(4)      any liability or expense (including any penalty, judgment or legal expense) sustained in
connection with an administrative or civil enforcement action which is initiated by a federal
banking agency and results in a final adjudication or finding against the director or officer if
such indemnification, reimbursement or payment, on the date thereof, is a prohibited
indemnification payment under Regulations and Statements of General Policy of the Federal Deposit
Insurance Corporation (including, without limitation, 12 CFR 359.0 et seq.) or federal banking law
(including, without limitation, 12 USC 1828(k)), as both are amended and in effect on the date of
such payment.
Insurance is maintained on a regular basis (and not specifically in connection with this offering)
against liabilities arising on the part of directors and officers out of their performance in such
capacities or arising on the part of Comerica out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
The following documents are attached hereto or incorporated herein by reference as exhibits to this
registration statement:
Item 601 Regulation S-K
Exhibit Reference
Number
Description of Document
4(a)
Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated
(incorporated herein by reference to exhibit 3.2 to Comerica's Registration Statement on Form
S-4 filed December 1, 2000, Commission File Number 333-51042).
4(b)
Amended and Restated Bylaws of Comerica Incorporated (incorporated herein by reference to
exhibit 3 to Comerica's Current Report on Form 8-K filed January 25, 2005, Commission File
Number 001-10706).
5
Opinion and Consent of Robert W. Spencer, Jr. as to the legality of the securities being
registered.
23(a)
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23(b)
Consent of Robert W. Spencer, Jr., legal counsel (contained in Exhibit 5).
24
Powers of Attorney (included on the signature page hereto).
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ITEM 9. UNDERTAKINGS.
(a)
The undersigned Registrant hereby undertakes:
(1)      To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided, however,
(A) Paragraphs a(1)(i) and a(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2)    That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment of any of the
securities being registered which remain unsold at the termination of the offering.
(b)      The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in Item 6 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Detroit, State of Michigan, on July 26, 2006.
COMERICA INCORPORATED
By:
/s/ Ralph W. Babb, Jr.
Ralph W. Babb, Jr.
Chairman, President and Chief Executive Officer
We, the undersigned directors and officers of Comerica Incorporated, do hereby constitute and
appoint Jon W. Bilstrom and Nicole V. Gersch, and each of them severally, our true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our
name, place and stead, in any and all capacities, to sign any and all amendments and post-effective
amendments to this registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, and we do
hereby ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated as of July 26, 2006:
/s/ Ralph W. Babb, Jr.
Ralph W. Babb, Jr.
Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Elizabeth S. Acton
Elizabeth S. Acton
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Marvin J. Elenbaas
Marvin J. Elenbaas
Senior Vice President and Controller
(Principal Accounting Officer)
/s/ Lillian Bauder
Lillian Bauder
Director
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/s/ Joseph J. Buttigieg, III
Joseph J. Buttigieg, III
Director
/s/ James F. Cordes
James F. Cordes
Director
/s/ Peter D. Cummings
Peter D. Cummings
Director
J. Philip DiNapoli
Director
/s/ Anthony F. Earley, Jr.
Anthony F. Earley, Jr.
Director
/s/ Roger Fridholm
Roger Fridholm
Director
/s/ Alfred A. Piergallini
Alfred A. Piergallini
Director
/s/ Robert S. Taubman
Robert S. Taubman
Director
/s/ Reginald M. Turner, Jr.
Reginald M. Turner, Jr.
Director
/s/ William P. Vititoe
William P. Vititoe
Director
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Patricia M. Wallington
Director
/s/ Gail L. Warden
Gail L. Warden
Director
/s/ Kenneth L. Way
Kenneth L. Way
Director
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EXHIBIT INDEX
4(a)
Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated
(incorporated herein by reference to exhibit 3.2 to Comerica's Registration Statement on Form
S-4 filed December 1, 2000, Commission File Number 333-51042).
4(b)
Amended and Restated Bylaws of Comerica Incorporated (incorporated herein by reference to
exhibit 3 to Comerica's Current Report on Form 8-K filed January 25, 2005, Commission File
Number 001-10706).
5
Opinion and Consent of Robert W. Spencer, Jr. as to the legality of the securities being
registered.
23(a)
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23(b)
Consent of Robert W. Spencer, Jr., legal counsel (contained in Exhibit 5).
24
Powers of Attorney (included on the signature page hereto).