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<P align="right"><FONT size="2">Securities Act Registration No. _____________
</FONT>

<P align="center"><FONT size="2">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549
</FONT>
<P align="center"><FONT size="2">FORM S-8
</FONT>
<P align="center"><FONT size="2">REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933
</FONT>
<P align="center"><FONT size="2">COMERICA INCORPORATED<BR>
(Exact name of registrant as specified in its charter)
</FONT>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Delaware<BR>
(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
38-1998421<BR>
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="center"><FONT size="2">One Detroit Center<BR>
500 Woodward Avenue, 31st Floor<BR>
Detroit, Michigan 48226<BR>
(Address of principal executive offices) (Zip Code)
</FONT>
<P align="center"><FONT size="2">COMERICA INCORPORATED COMMON STOCK
DIRECTOR FEE DEFERRAL PLAN<BR>
(Full title of the Plan)
</FONT>
<P align="center"><FONT size="2">Mark W. Yonkman<BR>
Senior Vice President, Assistant Secretary and<BR>
General Counsel-Investment Bank &#038; Corporate Finance<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)
</FONT>
<P align="center"><FONT size="2">(800)&nbsp;521-1190<BR>
(Telephone number, including area code, of agent for service)
</FONT>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="center" colspan="17"><FONT size="1">CALCULATION OF
REGISTRATION FEE</FONT></TD>
</TR>
<TR  valign="bottom">

<TD nowrap align="center" colspan="17"><FONT size="1"><hr noshade size="1"></FONT></TD>
</TR>

<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1">Title of securities to</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="left" ><FONT size="1">Amount to be</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left" ><FONT size="1">Proposed maximum</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left" ><FONT size="1">Proposed maximum</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left" ><FONT size="1">Amount of</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1">be registered</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="left" ><FONT size="1">registered (1)</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="left" colspan="2"><FONT size="1">offering price per</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left" ><FONT size="1">aggregate offering</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left" ><FONT size="1">registration fee</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="left" ><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="left" colspan="2"><FONT size="1">share (2)</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left" ><FONT size="1">price (2)</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="2" nowrap align="left" ><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR  valign="bottom">

<TD nowrap align="center" colspan="17"><FONT size="1"><hr noshade size="1"></FONT></TD>
</TR>

<TR valign="bottom">
    <TD><FONT size="2">Common Stock<br>
$5.00 par value</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" nowrap align="LEFT"><FONT size="2">160,000 shares</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" colspan="2"><FONT size="2">$51.26</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" colspan="2"><FONT size="2">$8,201,600</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" colspan="2"><FONT size="2">$664</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR  valign="bottom">

<TD nowrap align="center" colspan="17"><FONT size="1"><hr noshade size="1"></FONT></TD>
</TR>

</TABLE>
</DIV>


<P align="center"><FONT size="2">&nbsp;
</FONT>
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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 I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">PART II</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">INFORMATION REQUIRED IN REGISTRATION STATEMENT</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">INDEMNIFICATION AND INSURANCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="k81270exv5.htm">Opinion and Consent of Mark W. Yonkman</A></TD></TR>
<TR><TD colspan="9"><A HREF="k81270exv23wxay.htm">Consent of Ernst & Young LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="k81270exv23wxby.htm">Consent of KPMG LLP</A></TD></TR>
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<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">(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.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">(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 November&nbsp;19, 2003 ($51.26 per share).
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<DIV align="left"><A NAME="000"></A></DIV>
<P align="center"><FONT size="2"><B>PART I</B>
</FONT>

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<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</B>
</FONT>

<P align="left"><FONT size="2"><B>ITEM 1.&nbsp;&nbsp; PLAN INFORMATION.</B>
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">This registration statement relates to the Comerica Incorporated Common Stock
Director Fee Deferral Plan, formerly known as the Comerica Incorporated 1999
Common Stock Director Fee Deferral Plan. Comerica Incorporated (the
&#147;Registrant&#148; or the &#147;Corporation&#148;) shall cause to be delivered to each
participant material information relating to the plan and its operations that
will enable participants to make an informed decision regarding investment in
the plan. The documents containing such information are not being filed with
the Securities and Exchange Commission (the &#147;Commission&#148;) as a part of this
registration statement pursuant to Rule&nbsp;424.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 2.&nbsp;&nbsp; REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.</B>
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">The Registrant shall provide a written statement to participants advising them
of the availability of the documents incorporated by reference in Item&nbsp;3 of
Part&nbsp;II of this registration statement and stating that such documents are
incorporated by reference into the Section 10(a) prospectus. The statement
shall indicate the availability without charge, upon written or oral request,
of other documents required to be delivered to employees pursuant to Rule
428(b) and the address (giving the title or department) and telephone number to
which the request should be directed. The documents containing such information
are not being filed with the Commission as part of this registration statement.
</FONT>
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<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>PART II</B>
</FONT>

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<DIV align="left"><A NAME="003"></A></DIV>
<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN REGISTRATION STATEMENT</B>
</FONT>

<P align="left"><FONT size="2"><B>ITEM 3.&nbsp;&nbsp; INCORPORATION OF DOCUMENTS BY REFERENCE.</B>
</FONT>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">The following documents have been filed by the Registrant with the Commission
and are incorporated in this registration statement by reference:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Annual Report of the Registrant on Form 10-K for the year ended
December&nbsp;31, 2002;
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;) since
December&nbsp;31, 2002; and
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The description of the Registrant&#146;s common stock, $5 par value per
share, and of rights currently attached to such common stock, incorporated by
reference to the registration statement on Form 8-A dated March&nbsp;4, 1991,
including any amendment or report filed for the purpose of updating such
description.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">All documents filed with the Commission by the Registrant pursuant to sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents. Any statement contained in
a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 4.&nbsp;&nbsp; DESCRIPTION OF SECURITIES.</B>
</FONT>
<P align="left"><FONT size="2">Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 5.&nbsp;&nbsp; INTERESTS OF NAMED EXPERTS AND COUNSEL.</B>
</FONT>

<P align="left"><FONT size="2">Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 6.&nbsp;&nbsp; INDEMNIFICATION OF DIRECTORS AND OFFICERS.</B>
</FONT>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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:
</FONT>
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<DIV align="left"><A NAME="004"></A></DIV>
<P align="center"><FONT size="2"><B>INDEMNIFICATION AND INSURANCE</B>
</FONT>

<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(a)&nbsp;To the fullest extent permitted by these bylaws and by
applicable law and regulation, as presently existing or hereafter
amended, the Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the Corporation), by reason of the fact that he
or she is or was a director, officer or employee of the
Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys&#146; fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her
in connection with such action, suit or proceeding, if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Any
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(b)&nbsp;To the fullest extent permitted by these bylaws and by
applicable law and regulation, as presently existing or hereafter
amended, the Corporation shall indemnify any person who is or was
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor, by reason of the
fact that he or she is or was a director or officer or employee of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys&#146; fees) actually
and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted
in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the
extent that the 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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(c)&nbsp;To the extent that a present or former director, officer, or
spouse of the director or officer of the Corporation has been
successful on the merits or otherwise in defense of
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(d)&nbsp;Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this
Section (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former
director, officer, spouse of the director or officer, employee,
agent or spouse of the employee or agent is proper in the
circumstances because the person has met the applicable standard
of conduct set forth in subsections (a)&nbsp;and (b)&nbsp;of this Section.
Unless prohibited by applicable law or regulation, or otherwise
required by Section 18(k) of the Federal Deposit Insurance Act, as
amended, such determination shall be made with respect to a person
who is a director or officer or the spouse of a director or
officer at the time of the determination (a &#145;D&#038;O Claimant&#146;) by
Independent Legal Counsel (as defined below) in a written opinion
to the Board of Directors, a copy of which shall be delivered to
the D&#038;O Claimant, as follows:
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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;
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(e)&nbsp;Expenses (including attorney&#146;s fees) incurred by an officer,
director or spouse of an officer or director in defending any
civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on

<P align="center"><FONT size="2">&nbsp;
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</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(f)&nbsp;The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or Disinterested
Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(g)&nbsp;The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, spouse of a
director or officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of this
Section.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(h)&nbsp;For the purposes of this Section, references to &#145;the
Corporation&#146; include, in addition to the resulting or surviving
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had the power and authority to indemnify its directors, officers,
spouses of directors or officers, and employees or agents, so that
any person who is or was a director, officer, spouse of a director
or officer, employee or agent of such constituent corporation, or
is or was serving at the request of such constituent corporation
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its
separate existence had continued.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(i)&nbsp;For purposes of this Section, references to &#145;other
enterprises&#146; shall include employee benefit plans; references to
&#145;fines&#146; shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to &#145;serving at
the request of the Corporation&#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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(j)&nbsp;The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has 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
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">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.
</FONT>
<P align="left" style="margin-left:5%; margin-right:5%"><FONT size="2">(k)&nbsp;The Court of Chancery shall have exclusive jurisdiction to
hear and determine all actions for advancement of expenses or
indemnification brought under this Section or under any agreement,
vote of stockholders or Disinterested Directors, or otherwise. The
Court of Chancery may summarily determine the Corporation&#146;s
obligation to advance expenses (including attorneys&#146; fees).
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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):
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">(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;
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">(2)&nbsp;Any payment determined to be unlawful by final judgment of a court or other
tribunal having jurisdiction over the question;
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">(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
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">(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.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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.
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left"><FONT size="2"><B>ITEM 8.&nbsp;&nbsp; EXHIBITS.</B>
</FONT>
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="center"><FONT size="2">EXHIBIT INDEX
</FONT>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">The following documents are attached hereto or incorporated herein by reference
as exhibits to this registration statement:
</FONT>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1">Item 601 Regulation S-K</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1">Exhibit Reference</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><FONT size="1">Number</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1">Description of Document</FONT></TD>
</TR>
<TR  valign="bottom">
    <TD nowrap align="left"><HR width="50" size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR width="100" size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(a)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Restated Certificate of Incorporation of Comerica
Incorporated, as amended (incorporated herein by
reference to exhibit 3.1 to Registrant&#146;s Annual
Report on Form&nbsp;10-K for the year ended December&nbsp;31,
1996).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(b)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
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).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(c)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Amended and restated bylaws of Comerica Incorporated
(incorporated herein by reference to exhibit 3.1 to
Registrant&#146;s Quarterly Report on Form&nbsp;10-Q for the
period ended September&nbsp;30, 2002).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(d)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Rights Agreement between Comerica Incorporated and
Comerica Bank (incorporated herein by reference to
exhibit 4 to Registrant&#146;s Form&nbsp;8-K dated June&nbsp;18,
1996, Commission File Number 1-10706).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion and Consent of Mark W. Yonkman as to the legality of the securities being registered.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23(a)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Ernst &#038; Young LLP, independent auditors.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23(b)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of KPMG LLP, independent auditors.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23(c)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Mark W. Yonkman, legal counsel (contained in
Exhibit&nbsp;5).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Powers of Attorney (included on the signature page hereto).</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left"><FONT size="2"><B>ITEM 9. &nbsp;&nbsp;UNDERTAKINGS.</B>
</FONT>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" nowrap align="right"><FONT size="2">A.</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The undersigned Registrant hereby undertakes:</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&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:
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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;
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2">&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.
</FONT>
<P align="left"><FONT size="2">&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.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">B. 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.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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&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.
</FONT>
<P align="center"><FONT size="2">&nbsp;
</FONT>
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<P align="left"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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 November&nbsp;25, 2003.
</FONT>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="4%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="94%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" nowrap valign="top" align="left"><FONT size="2">COMERICA INCORPORATED</FONT></TD>
</TR>

<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="left" nowrap valign="top"><FONT size="2">By:</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
/s/ Ralph W. Babb, Jr.<BR>
</FONT><HR size="1" noshade width="150"></TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" nowrap valign="top" align="left"><FONT size="2">Ralph W. Babb, Jr.<BR>
Chairman, President and Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
</DIV>

<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">We, the undersigned directors and officers of Comerica Incorporated, do hereby
constitute and appoint Jon W. Bilstrom and Mark W. Yonkman, 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.
</FONT>
<P align="left" style="margin-left:0%; margin-right:0%"><FONT size="2">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 November&nbsp;25, 2003:
</FONT>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>

</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Ralph W. Babb, Jr.
<HR size="1" noshade>
Ralph W. Babb, Jr.<BR>
Chairman, President, Chief Executive Officer and Director<BR>

(Principal Executive Officer)</FONT></TD>
<td>&nbsp;</td>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
<td>&nbsp;</td>

</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Elizabeth S. Acton<BR>

<HR size="1" noshade>
Elizabeth S. Acton<BR>

Executive Vice President and Chief Financial Officer<BR>

(Principal Financial Officer)</FONT></TD>
<td>&nbsp;</td>

</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Marvin J. Elenbaas
<HR size="1" noshade>
Marvin J. Elenbaas<BR>

Senior Vice President and Controller<BR>

(Principal Accounting Officer)</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="center"><FONT size="2">&nbsp;
</FONT>
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<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Lillian Bauder</FONT></TD>
    <TD>&nbsp;</TD>

</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>

</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Lillian Bauder</FONT></TD>

    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>

    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Joseph J. Buttigieg, III</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Joseph J. Buttigieg, III</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ James F. Cordes</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">James F. Cordes</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Peter D. Cummings</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Peter D. Cummings</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ J. Philip DiNapoli</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">J. Philip DiNapoli</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Anthony F. Earley, Jr.</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Anthony F. Earley, Jr.</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Max M. Fisher</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Roger Fridholm</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Roger Fridholm</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Todd W. Herrick</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Todd W. Herrick</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ David Baker Lewis
<HR size="1" noshade></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">David Baker Lewis</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>
</DIV>


<P align="center"><FONT size="2">&nbsp;
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>

</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Alfred A. Piergallini
<HR size="1" noshade></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Alfred A. Piergallini</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Howard F. Sims
<HR size="1" noshade></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Howard F. Sims</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Robert S. Taubman
<HR size="1" noshade></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Robert S. Taubman</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ William P. Vititoe
<HR size="1" noshade></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">William P. Vititoe</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Patricia M. Wallington
<HR size="1" noshade></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Patricia M. Wallington</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Gail L. Warden
<HR size="1" noshade></FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Gail L. Warden</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Kenneth L. Way</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Kenneth L. Way</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Director</FONT></TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>
</DIV>


<P align="center"><FONT size="2">&nbsp;
</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B>
</FONT>

<DIV align="center">
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="80%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(a)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Restated Certificate of Incorporation of Comerica
Incorporated, as amended (incorporated herein by
reference to exhibit 3.1 to Registrant&#146;s Annual
Report on Form&nbsp;10-K for the year ended December&nbsp;31,
1996).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(b)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
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).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(c)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Amended and restated bylaws of Comerica Incorporated
(incorporated herein by reference to exhibit 3.1 to
Registrant&#146;s Quarterly Report on Form&nbsp;10-Q for the
period ended September&nbsp;30, 2002).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4(d)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Rights Agreement between Comerica Incorporated and
Comerica Bank (incorporated herein by reference to
exhibit 4 to Registrant&#146;s Form&nbsp;8-K dated June&nbsp;18,
1996, Commission File Number 1-10706).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion and Consent of Mark W. Yonkman as to the legality of the securities being registered.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23(a)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Ernst &#038; Young LLP, independent auditors.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23(b)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of KPMG LLP, independent auditors.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23(c)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Mark W. Yonkman, legal counsel (contained in
Exhibit&nbsp;5).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Powers of Attorney (included on the signature page hereto).</FONT></TD>
</TR>
</TABLE>
</DIV>


<P align="center"><FONT size="2">&nbsp;
</FONT>
</BODY>
</HTML>
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{"company-data": {"conformed-name": "COMERICA INC /NEW/", "cik": "0000028412", "assigned-sic": "6021", "irs-number": "381998421", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110792", "film-number": "031026014"}, "business-address": {"street1": "500 WOODWARD AVENUE MC 3391", "street2": "COMERICA TOWER AVE1ST FL", "city": "DETROIT", "state": "MI", "zip": "48226-3509", "phone": "313 222-9743"}, "mail-address": {"street1": "411 WEST LAFAYETTE MC 3419", "street2": "ATTN: BRAD SCHWARTZ", "city": "DETROIT", "state": "MI", "zip": "48226-3419"}, "former-company": {"former-conformed-name": "DETROITBANK CORP", "date-changed": "19850311"}}
sv8
Table of Contents
Securities Act Registration No. _____________
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 COMMON STOCK
DIRECTOR FEE DEFERRAL PLAN
(Full title of the Plan)
Mark W. Yonkman
Senior Vice President, Assistant Secretary and
General Counsel-Investment Bank & Corporate Finance
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
Title of securities to
Amount to be
Proposed maximum
Proposed maximum
Amount of
be registered
registered (1)
offering price per
aggregate offering
registration fee
share (2)
price (2)
Common Stock
$5.00 par value
160,000 shares
$51.26
$8,201,600
$664
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
INDEMNIFICATION AND INSURANCE
EXHIBIT INDEX
Opinion and Consent of Mark W. Yonkman
Consent of Ernst & Young LLP
Consent of KPMG LLP
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 November 19, 2003 ($51.26 per share).
Table of Contents
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1.   PLAN INFORMATION.
This registration statement relates to the Comerica Incorporated Common Stock
Director Fee Deferral Plan, formerly known as the Comerica Incorporated 1999
Common Stock Director Fee Deferral Plan. Comerica Incorporated (the
"Registrant" or the "Corporation") shall cause to be delivered to each
participant material information relating to the plan and its operations that
will enable participants to make an informed decision regarding investment in
the plan. The documents containing such information are not being filed with
the Securities and Exchange Commission (the "Commission") as a part of this
registration statement pursuant to Rule 424.
ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant shall provide a written statement to participants advising them
of the availability of the documents incorporated by reference in Item 3 of
Part II of this registration statement and stating that such documents are
incorporated by reference into the Section 10(a) prospectus. The statement
shall indicate the availability without charge, upon written or oral request,
of other documents required to be delivered to employees pursuant to Rule
428(b) and the address (giving the title or department) and telephone number to
which the request should be directed. The documents containing such information
are not being filed with the Commission as part of this registration statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Registrant with the Commission
and are incorporated in this registration statement by reference:
1. Annual Report of the Registrant on Form 10-K for the year ended
December 31, 2002;
2. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 2002; and
3. The description of the Registrant's common stock, $5 par value per
share, and of rights currently attached to such common stock, incorporated by
reference to the registration statement on Form 8-A dated March 4, 1991,
including any amendment or report filed for the purpose of updating such
description.
All documents filed with the Commission by the Registrant pursuant to sections
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents. Any statement contained in
a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein
Table of Contents
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4.   DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law ("GCL") of the State of Delaware provides that a
Delaware corporation, such as the Registrant, may indemnify a director or
officer against his or her expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, without
reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be 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
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person who is or was an agent of the Corporation may be
indemnified to the same extent as provided above. In addition, in
the event any such action, suit or proceeding is threatened or
instituted against a spouse to whom a director or officer is
legally married at the time the director or officer is covered
under the indemnification provided herein, which action, suit or
proceeding arises solely out of his or her status as the spouse of
a director or officer, including, without limitation, an action,
suit or proceeding that seeks damages recoverable from marital
community property of the director or officer and his or her
spouse, property owned jointly by them or property purported to
have been transferred from the director or officer to his or her
spouse, then the spouse of the director or officer shall be
indemnified to the same extent as provided above. At the
Corporation's election, and in its sole discretion, any person who
is or was the spouse of an employee or agent of the Corporation
may be indemnified to the same extent as provided above. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, raise any inference that he or she had reasonable
cause to believe that his or her conduct was unlawful.
(b) To the fullest extent permitted by these bylaws and by
applicable law and regulation, as presently existing or hereafter
amended, the Corporation shall indemnify any person who is or was
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor, by reason of the
fact that he or she is or was a director or officer or employee of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted
in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the
extent that the 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
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any action, suit or proceeding referred to in subsections (a) and
(b) of this Section, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
Section (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former
director, officer, spouse of the director or officer, employee,
agent or spouse of the employee or agent is proper in the
circumstances because the person has met the applicable standard
of conduct set forth in subsections (a) and (b) of this Section.
Unless prohibited by applicable law or regulation, or otherwise
required by Section 18(k) of the Federal Deposit Insurance Act, as
amended, such determination shall be made with respect to a person
who is a director or officer or the spouse of a director or
officer at the time of the determination (a 'D&O Claimant') by
Independent Legal Counsel (as defined below) in a written opinion
to the Board of Directors, a copy of which shall be delivered to
the D&O Claimant, as follows:
1. the Disinterested Directors (as defined below) shall
select Independent Legal Counsel by majority vote, even if such
Disinterested Directors constitute less than a quorum, and direct
that the determination be made by such counsel (or, if there are
no Disinterested Directors, the full Board of Directors shall
select Independent Legal Counsel by majority vote and shall direct
that the determination be made by such counsel); unless there
shall have occurred within two years prior to the date of the
commencement of the Proceeding for which indemnification is
claimed a 'Change of Control' as defined in the Amended and
Restated Comerica Incorporated 1997 Long-Term Incentive Plan as in
effect on September 24, 2002 (or, if applicable, as in effect on
such later date as determined by written agreement between the
Corporation and the D&O Claimant), in which case the Independent
Legal Counsel shall be selected by the D&O Claimant unless the D&O
Claimant shall request that such selection be made by the Board of
Directors. If it is so determined that the D&O Claimant is
entitled to indemnification, payment to the D&O Claimant shall be
made within 10 days after such determination.
2. the term 'Disinterested Directors' shall mean directors
that are not and were not parties, and who are not and were not
threatened to be made parties, to such Proceeding;
3. 'Independent Legal Counsel' shall mean a law firm, a
member of a law firm, or an independent practitioner, that is
experienced in matters of corporation law and that, under the
applicable standards of professional conduct then prevailing,
would not have a conflict of interest in representing 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
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behalf of the director, officer or spouse to repay such amount if
it shall ultimately be determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this
Section. Such expenses (including attorneys' fees) incurred by
former directors or officers, their spouses or other employees and
agents may be so paid upon such terms and conditions, if any, as
the Corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or Disinterested
Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.
(g) The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, spouse of a
director or officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of this
Section.
(h) For the purposes of this Section, references to 'the
Corporation' include, in addition to the resulting or surviving
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had the power and authority to indemnify its directors, officers,
spouses of directors or officers, and employees or agents, so that
any person who is or was a director, officer, spouse of a director
or officer, employee or agent of such constituent corporation, or
is or was serving at the request of such constituent corporation
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this Section, references to 'other
enterprises' shall include employee benefit plans; references to
'fines' shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to 'serving at
the request of the Corporation' shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be
in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
'not opposed to the best interests of the Corporation' as referred
to in this Section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has 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
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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.
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;
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(2) Any payment determined to be unlawful by final judgment of a court or other
tribunal having jurisdiction over the question;
(3) Any obligation of the 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.
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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)
Restated Certificate of Incorporation of Comerica
Incorporated, as amended (incorporated herein by
reference to exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1996).
4(b)
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(c)
Amended and restated bylaws of Comerica Incorporated
(incorporated herein by reference to exhibit 3.1 to
Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 2002).
4(d)
Rights Agreement between Comerica Incorporated and
Comerica Bank (incorporated herein by reference to
exhibit 4 to Registrant's Form 8-K dated June 18,
1996, Commission File Number 1-10706).
5
Opinion and Consent of Mark W. Yonkman as to the legality of the securities being registered.
23(a)
Consent of Ernst & Young LLP, independent auditors.
23(b)
Consent of KPMG LLP, independent auditors.
23(c)
Consent of Mark W. Yonkman, 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.
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Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, 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 November 25, 2003.
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 Mark W. Yonkman, 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 November 25, 2003:
/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
Max M. Fisher
Director
/s/ Roger Fridholm
Roger Fridholm
Director
/s/ Todd W. Herrick
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/ Howard F. Sims
Howard F. Sims
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)
Restated Certificate of Incorporation of Comerica
Incorporated, as amended (incorporated herein by
reference to exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1996).
4(b)
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(c)
Amended and restated bylaws of Comerica Incorporated
(incorporated herein by reference to exhibit 3.1 to
Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 2002).
4(d)
Rights Agreement between Comerica Incorporated and
Comerica Bank (incorporated herein by reference to
exhibit 4 to Registrant's Form 8-K dated June 18,
1996, Commission File Number 1-10706).
5
Opinion and Consent of Mark W. Yonkman as to the legality of the securities being registered.
23(a)
Consent of Ernst & Young LLP, independent auditors.
23(b)
Consent of KPMG LLP, independent auditors.
23(c)
Consent of Mark W. Yonkman, legal counsel (contained in
Exhibit 5).
24
Powers of Attorney (included on the signature page hereto).