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<P align="right" style="font-size: 10pt">Securities Act Registration No.&nbsp;333-_______

<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

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

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 10pt">REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933


<P align="center" style="font-size: 24pt"><B>COMERICA INCORPORATED</B>

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



<P align="center" style="font-size: 10pt">COMERICA INCORPORATED INCENTIVE PLAN<BR>
FOR NON-EMPLOYEE DIRECTORS<BR>
(Full title of the Plan)



<P align="center" style="font-size: 10pt">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)



<P align="center" style="font-size: 10pt">(800)&nbsp;521-1190<BR>
(Telephone number, including area code, of agent for service)



<P align="center" style="font-size: 10pt">CALCULATION OF REGISTRATION FEE


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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed maximum</B></TD>
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    <TD>&nbsp;</TD>
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    <TD nowrap align="left"><B>Title of securities to</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>offering price per</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>aggregate offering</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
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    <TD nowrap align="left"><B>be registered</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registered (1)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>share (2)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>price (2)</B></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><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:10px; text-indent:-10px">Common Stock</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>

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    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px">$5.00 par value (3)</DIV></TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">500,000 shares</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">58.16</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD >&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">29,080,000</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">3,685</TD>
    <TD>&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px solid #000000">&nbsp;</TD>
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<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 colspan="9"><A HREF="#001">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">ITEM 4. DESCRIPTION OF SECURITIES</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">ITEM 8. EXHIBITS.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">EXHIBIT INDEX</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">ITEM 9. UNDERTAKINGS.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="k87121exv5.htm">Opinion and Consent of Nicole V. Gersch</A></TD></TR>
<TR><TD colspan="9"><A HREF="k87121exv23wxay.htm">Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm</A></TD></TR>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>







<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement shall also 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.


<P align="left" style="font-size: 10pt">&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;27, 2004 ($58.16 per share).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Also includes associated Series D participating preferred stock purchase rights pursuant to a Rights Agreement between Comerica Incorporated
and Comerica Bank, as Rights Agent. The rights are not presently separable from the shares of Common Stock or exercisable.

<P align="center" style="font-size: 10pt"><B>Explanatory Note</B>


<P align="left" style="font-size: 10pt">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.


<!-- link1 "PART II" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>


<!-- link1 "INFORMATION REQUIRED IN THE REGISTRATION STATEMENT" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


<!-- link2 "ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</B>

<P align="left" style="font-size: 10pt">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:



<P>

<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="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">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, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">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, 2003; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">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 the Form 8-A filed March&nbsp;4, 1991 (Commission
File Number 001-10706) and the description of the Company&#146;s Series&nbsp;D
participating preferred stock purchase rights described in the
Company&#146;s Registration Statement on Form 8-A filed June&nbsp;19, 1996
(Commission File Number 001-10706) and any amendments, reports or
other filings filed with the Securities and Exchange Commission for
the purpose of updating those descriptions.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">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.


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

<P align="left" style="font-size: 10pt"><B>ITEM 4. DESCRIPTION OF SECURITIES.</B>

<P align="left" style="font-size: 10pt">Not applicable.


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

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

<P align="left" style="font-size: 10pt">Not applicable.



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

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

<P align="left" style="font-size: 10pt">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 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
V of the Registrant&#146;s bylaws implements such provisions and provides as
follows:



<P align="center" style="font-size: 10pt"><B>&#147;INDEMNIFICATION AND INSURANCE</B>


<P align="left" style="font-size: 10pt">"(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&#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 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.



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

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



<P align="left" style="font-size: 10pt">"(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&#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 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.


<P align="left" style="font-size: 10pt">"(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)&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.


<P align="left" style="font-size: 10pt">"(d) 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)
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:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;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 &#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


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

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



<P align="left" style="font-size: 10pt">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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;2. 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;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;3. &#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
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.

<P align="left" style="font-size: 10pt">"(e) 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.


<P align="left" style="font-size: 10pt">"(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.


<P align="left" style="font-size: 10pt">"(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.


<P align="left" style="font-size: 10pt">"(h) 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.



<P align="center" style="font-size: 10pt">&nbsp;
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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt">"(i) 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&#146; 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.


<P align="left" style="font-size: 10pt">"(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 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.


<P align="left" style="font-size: 10pt">"(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&#146;s obligation to advance expenses (including
attorneys&#146; fees).&#148;


<P align="left" style="font-size: 10pt">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 the Corporation&#146;s Restated Certificate of
Incorporation to include such a provision.


<P align="left" style="font-size: 10pt">The Corporation has entered into Indemnification Agreements (the &#147;Agreements&#148;)
with each of its directors and certain of its officers pursuant to which the
Corporation 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 the Corporation&#146;s bylaws as in effect on the date
of such Agreement, (b)&nbsp;the benefits provided by the indemnification provisions
of the Corporation&#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 the
Corporation 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 the Corporation,
and (f)&nbsp;the benefits available to the fullest extent authorized to be provided
to such director or officer by the Corporation under the non-exclusivity
provisions of the bylaws of the Corporation and the GCL, against liability and
expenses incurred by reason of such person serving as a director or officer of
the Corporation or at the Corporation&#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.



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

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



<P align="left" style="font-size: 10pt">No indemnification, reimbursement, or payments are required of the Corporation
under the Agreements (except to the extent it is provided from policies of
insurance carried by the Corporation):


<P align="left" style="font-size: 10pt">(1)&nbsp;with respect to 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 the Corporation or its shareholders; (b)&nbsp;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 the Corporation&#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;


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


<P align="left" style="font-size: 10pt">(3)&nbsp;Any obligation of the director&#146;s or officer&#146;s under Section 16(b) of the
Securities Exchange Act of 1934, as amended; or


<P align="left" style="font-size: 10pt">(4)&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.


<P align="left" style="font-size: 10pt">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
the Corporation out of its foregoing indemnification provisions, subject to
certain exclusions and to the policy limits.


<!-- link2 "ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED." -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</B>

<P align="left" style="font-size: 10pt">Not applicable.



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

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<DIV style="font-family: 'Times New Roman',Times,serif">
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<P align="left" style="font-size: 10pt"><B>ITEM 8. EXHIBITS.</B>

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<DIV align="left"><A NAME="008"></A></DIV>

<P align="center" style="font-size: 10pt">EXHIBIT INDEX


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


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

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&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"><B>&nbsp;</B></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"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Document</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<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
Registrant&#146;s Registration Statement on Form&nbsp;S-4 dated December&nbsp;1, 2000,
Commission File Number 333-51042).</TD>
</TR>

<TR valign="bottom">
    <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 Registrant&#146;s Quarterly Report on Form&nbsp;10-Q
for the period ended March&nbsp;31, 2004, Commission File Number 001-10706).</TD>
</TR>
<TR valign="bottom">
    <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(c)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated as of June 18, 1996, between Comerica
Incorporated and Comerica Bank, as Rights Agent (incorporated herein by reference to exhibit 4
to Registrant's Current Report on Form 8-K dated June 18, 1996,
Commission File Number 001-10706).</TD>
</TR>

<TR valign="bottom">
    <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 Nicole V. Gersch as to the legality of the
securities being registered.</TD>
</TR>

<TR valign="bottom">
    <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">
    <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 Nicole V. Gersch, legal counsel (contained in Exhibit&nbsp;5).</TD>
</TR>

<TR valign="bottom">
    <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>


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</DIV>


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<DIV align="left"><A NAME="009"></A></DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 9. UNDERTAKINGS.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;The undersigned Registrant hereby undertakes:


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


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


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;


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

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

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, however, that 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&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.


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

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<DIV style="font-family: 'Times New Roman',Times,serif">
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<DIV align="left"><A NAME="010"></A></DIV>
<P align="left" style="font-size: 10pt"><B>SIGNATURES</B>


<P align="left" style="font-size: 10pt">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;30, 2004.


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

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    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="66%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">COMERICA INCORPORATED</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">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</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">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</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">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Ralph W. Babb, Jr.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</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>


<P align="left" style="font-size: 10pt">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,
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.


<P align="left" style="font-size: 10pt">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;30, 2004:


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

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    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="48%">&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"><HR align="left" size="1" noshade width="40%"></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">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">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">
    <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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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"><HR align="left" size="1" noshade width="40%"></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">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>


<!-- 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="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<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"><HR align="left" size="1" noshade width="40%">
</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">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>

<TR valign="bottom">
    <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/ 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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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/ J. Philip DiNapoli</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"><HR align="left" size="1" noshade width="40%"></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">J. Philip DiNapoli</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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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/ Max M. Fisher</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"><HR align="left" size="1" noshade width="40%"></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">Max M. Fisher</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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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">&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"><HR align="left" size="1" noshade width="40%"></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">Todd W. Herrick</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">
    <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/ David Baker Lewis</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"><HR align="left" size="1" noshade width="40%"></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">David Baker Lewis</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="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Alfred A. Piergallini</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"><HR align="left" size="1" noshade width="40%">
</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">Alfred A. Piergallini</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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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>

<TR valign="bottom">
    <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/ 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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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">
    <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></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"><HR align="left" size="1" noshade width="40%"></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">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="011"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


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

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<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
Registrant&#146;s Registration Statement on Form&nbsp;S-4 dated December&nbsp;1, 2000,
Commission File Number 333-51042).</TD>
</TR>

<TR valign="bottom">
    <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 Registrant&#146;s Quarterly Report on Form&nbsp;10-Q
for the period ended March&nbsp;31, 2004, Commission File Number 001-10706).</TD>
</TR>
<TR valign="bottom">
    <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(c)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement, dated as of June 18, 1996, between Comerica Incorporated and Comerica Bank, as Rights Agent (incorporated
herein by reference to exhibit 4 to Registrant's Current Report on Form 8-K dated June 18, 1996, Commission File Number 001-10706).</TD>
</TR>

<TR valign="bottom">
    <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 Nicole V. Gersch as to the legality of the
securities being registered.</TD>
</TR>

<TR valign="bottom">
    <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">
    <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 Nicole V. Gersch, legal counsel (contained in Exhibit&nbsp;5).</TD>
</TR>

<TR valign="bottom">
    <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>


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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 INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
(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)
(800) 521-1190
(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 (3)
500,000 shares
$
58.16
$
29,080,000
$
3,685
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
EXHIBIT INDEX
ITEM 9. UNDERTAKINGS.
SIGNATURES
EXHIBIT INDEX
Opinion and Consent of Nicole V. Gersch
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
Table of Contents
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement shall also 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.
(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 27, 2004 ($58.16 per share).
(3) Also includes associated Series D participating preferred stock purchase rights pursuant to a Rights Agreement between Comerica Incorporated
and Comerica Bank, as Rights Agent. The rights are not presently separable from the shares of Common Stock or exercisable.
Explanatory Note
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.
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, 2003;
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, 2003; and
3.
The description of Comerica's Common Stock, par value $5.00
per share, set forth in the Form 8-A filed March 4, 1991 (Commission
File Number 001-10706) and the description of the Company's Series D
participating preferred stock purchase rights described in the
Company's Registration Statement on Form 8-A filed June 19, 1996
(Commission File Number 001-10706) and any amendments, reports or
other filings filed with the Securities and Exchange Commission for
the purpose of updating those descriptions.
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.
Table of Contents
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 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.
Table of Contents
"(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 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
Table of Contents
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
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.
Table of Contents
"(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 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 the Corporation's Restated Certificate of
Incorporation to include such a provision.
The Corporation has entered into Indemnification Agreements (the "Agreements")
with each of its directors and certain of its officers pursuant to which the
Corporation 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 the Corporation's bylaws as in effect on the date
of such Agreement, (b) the benefits provided by the indemnification provisions
of the Corporation'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 the
Corporation 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 the Corporation,
and (f) the benefits available to the fullest extent authorized to be provided
to such director or officer by the Corporation under the non-exclusivity
provisions of the bylaws of the Corporation and the GCL, against liability and
expenses incurred by reason of such person serving as a director or officer of
the Corporation or at the Corporation'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.
Table of Contents
No indemnification, reimbursement, or payments are required of the Corporation
under the Agreements (except to the extent it is provided from policies of
insurance carried by the Corporation):
(1) with respect to 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 the Corporation 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 the Corporation'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;
(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 director's or officer's 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
the Corporation out of its foregoing indemnification provisions, subject to
certain exclusions and to the policy limits.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Table of Contents
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
Registrant's Registration Statement on Form S-4 dated 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 Registrant's Quarterly Report on Form 10-Q
for the period ended March 31, 2004, Commission File Number 001-10706).
4(c)
Rights Agreement, dated as of June 18, 1996, between Comerica
Incorporated and Comerica Bank, as Rights Agent (incorporated herein by reference to exhibit 4
to Registrant's Current Report on Form 8-K dated June 18, 1996,
Commission File Number 001-10706).
5
Opinion and Consent of Nicole V. Gersch 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 Nicole V. Gersch, legal counsel (contained in Exhibit 5).
24
Powers of Attorney (included on the signature page hereto).
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;
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Provided, however, that 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.
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 30, 2004.
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,
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 30, 2004:
/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)
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/s/ Lillian Bauder
Lillian Bauder
Director
/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
/s/ J. Philip DiNapoli
J. Philip DiNapoli
Director
/s/ Anthony F. Earley, Jr.
Anthony F. Earley, Jr.
Director
/s/ Max M. Fisher
Max M. Fisher
Director
/s/ Roger Fridholm
Roger Fridholm
Director
Todd W. Herrick
Director
/s/ David Baker Lewis
David Baker Lewis
Director
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/s/ Alfred A. Piergallini
Alfred A. Piergallini
Director
/s/ Robert S. Taubman
Robert S. Taubman
Director
/s/ William P. Vititoe
William P. Vititoe
Director
/s/ Patricia M. Wallington
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
Registrant's Registration Statement on Form S-4 dated 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 Registrant's Quarterly Report on Form 10-Q
for the period ended March 31, 2004, Commission File Number 001-10706).
4(c)
Rights Agreement, dated as of June 18, 1996, between Comerica Incorporated and Comerica Bank, as Rights Agent (incorporated
herein by reference to exhibit 4 to Registrant's Current Report on Form 8-K dated June 18, 1996, Commission File Number 001-10706).
5
Opinion and Consent of Nicole V. Gersch 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 Nicole V. Gersch, legal counsel (contained in Exhibit 5).
24
Powers of Attorney (included on the signature page hereto).