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 38-1998421
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Detroit Center
500 Woodward Avenue, 31st Floor
Detroit, Michigan 48226
(Address of principal executive offices) (Zip Code)
1986 STOCK OPTION PLAN OF IMPERIAL BANCORP
(Full title of the Plan)
GEORGE W. MADISON
Executive Vice President, General Counsel and Corporate Secretary
Comerica Incorporated
One Detroit Center
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
(Name and address of agent for service)
(313) 222-3300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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)
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Common Stock 90,000 shares $38.76 $3,488,400 $283
$5.00 par value
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(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 March 26, 2003 ($38.76 per share).
Explanatory Note
This Registration Statement is solely for the registration of additional shares
of Common Stock of Comerica Incorporated for issuance under the 1986 Stock
Option Plan of Imperial Bancorp (the "Plan"). Therefore, pursuant to General
Instruction E to Form S-8, the contents of the earlier registration statement
relating to the Plan (Post-Effective Amendment No. 1 on Form S-8 to Form S-4
dated February 6, 2001, Registration No. 333-51042) are incorporated by
reference into this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law ("GCL") of the State of Delaware provides that a
Delaware corporation, such as the Registrant, may indemnify a director or
officer against his or her expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding (other than an action by or in the right of the corporation)
involving such person by reason of the fact that such person is or was a
director or officer, concerning actions taken in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, without
reasonable cause to believe his or her conduct was unlawful. The GCL also
provides that in a derivative action, a Delaware corporation may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such director or officer acted in good faith and in a manner such
director or officer reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made with
respect to any claim, issue or matter as to which such director or officer is
adjudged to be liable to the corporation unless and only to the extent that the
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. The GCL also generally permits the advancement of a director's or
officer's expenses, including by means of a mandatory charter or bylaw provision
to that effect, in lieu of requiring the authorization of such advancement by
the Board of Directors in specific cases. Section 12 of Article V of the
Registrant's bylaws implements such provisions and provides as follows:
"INDEMNIFICATION AND INSURANCE
"(a) To the fullest extent permitted by these bylaws and by applicable law and
regulation, as presently existing or hereafter amended, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that he or she is or was a
director, officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Any person who is or was an agent of the Corporation may
be indemnified to the same extent as provided above. In addition, in the event
any such action, suit or proceeding is threatened or instituted against a spouse
to whom a director or officer is legally married at the time the director or
officer is covered under the indemnification provided herein, which action, suit
or proceeding arises solely out of his or her status as the spouse of a director
or officer, including, without limitation, an action, suit or proceeding that
seeks damages recoverable from marital community property of the director or
officer and his or her spouse, property owned jointly by them or property
purported to have been transferred from the director or officer to his or her
spouse, then the spouse of the director or officer shall be indemnified to the
same extent as provided above. At the Corporation's election, and in its sole
discretion, any person who is or was the spouse of an employee or agent of the
Corporation may be indemnified to the same extent as provided above. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, raise any inference that he or she had reasonable cause to believe
that his or her conduct was unlawful.
"(b) To the fullest extent permitted by these bylaws and by applicable law and
regulation, as presently existing or hereafter amended, the Corporation shall
indemnify any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor, by reason of the fact that he or
she is or was a director or officer or employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Any person who is or was an agent of the Corporation may be
indemnified to the same extent as provided above. In addition, in the event any
such action or suit is threatened or instituted against a spouse to whom a
director or officer is legally married at the time the director or officer is
covered under the indemnification provided herein, which action or suit arises
solely out of his or her status as the spouse of a director or officer,
including, without limitation, an action or suit that seeks damages recoverable
from marital community property of the director or officer and his or her
spouse, property owned jointly by them or property purported to have been
transferred from the director or officer to his or her spouse, then the spouse
of the director or officer shall be indemnified to the same extent as provided
above. At the Corporation's election, and in its sole discretion, any person who
is or was the spouse of an employee or agent of the Corporation may be
indemnified to the same extent as provided above.
"(c) To the extent that a present or former director, officer, or spouse of the
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this Section, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.
"(d) Any indemnification under subsections (a) and (b) of this Section (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that
indemnification of the present or former director, officer, spouse of the
director or officer, employee, agent or spouse of the employee or agent is
proper in the circumstances because the person has met the applicable standard
of conduct set forth in subsections (a) and (b) of this Section. Unless
prohibited by applicable law or regulation, or otherwise required by Section
18(k) of the Federal Deposit Insurance Act, as amended, such determination shall
be made with respect to a person who is a director or officer or the spouse of a
director or officer at the time of the determination (a `D&O Claimant') by
Independent Legal Counsel (as defined below) in a written opinion to the Board
of Directors, a copy of which shall be delivered to the D&O Claimant, as
follows:
"1. the Disinterested Directors (as defined below) shall select Independent
Legal Counsel by majority vote, even if such Disinterested Directors constitute
less than a quorum, and direct that the determination be made by such counsel
(or, if there are no Disinterested Directors, the full Board of Directors shall
select Independent Legal Counsel by majority vote and shall direct that the
determination be made by such counsel); unless there shall have occurred within
two years prior to the date of the commencement of the Proceeding for which
indemnification is claimed a `Change of Control' as defined in the Amended and
Restated Comerica Incorporated 1997 Long-Term Incentive Plan as in effect on
September 24, 2002 (or, if applicable, as in effect on such later date as
determined by written agreement between the Corporation and the D&O Claimant),
in which case the Independent Legal Counsel shall be selected by the D&O
Claimant unless the D&O Claimant shall request that such selection be made by
the Board of Directors. If it is so determined that the D&O Claimant is entitled
to indemnification, payment to the D&O Claimant shall be made within 10 days
after such determination.
"2. the term `Disinterested Directors' shall mean directors that are not
and were not parties, and who are not and were not threatened to be made
parties, to such Proceeding;
"3. `Independent Legal Counsel' shall mean a law firm, a member of a law
firm, or an independent practitioner, that is experienced in matters of
corporation law and that, under the applicable standards of professional conduct
then prevailing, would not have a conflict of interest in representing either
the Corporation or the D&O Claimant in an action to determine the D&O Claimant's
rights under this Section. Such determination may be made with respect to any
person other than a D&O Claimant seeking indemnification under subsections (a)
and (b) of this Section by the Corporation's Chairman, Chief Executive Officer,
President, Vice Chairman or General Counsel, or by their designees.
"(e) Expenses (including attorney's fees) incurred by an officer, director or
spouse of an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer or spouse to repay such amount if it shall ultimately be determined that
he or she is not entitled to be indemnified by the Corporation as authorized in
this Section. Such expenses (including attorneys' fees) incurred by former
directors or officers, their spouses or other employees and agents may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate.
"(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
Disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
"(g) The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, spouse of a director or officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of his or her status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Section.
"(h) For the purposes of this Section, references to `the Corporation' include,
in addition to the resulting or surviving corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify its directors, officers, spouses
of directors or officers, and employees or agents, so that any person who is or
was a director, officer, spouse of a director or officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Section with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.
"(i) For purposes of this Section, references to `other enterprises' shall
include employee benefit plans; references to `fines' shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to `serving at the request of the Corporation' shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner `not
opposed to the best interests of the Corporation' as referred to in this
Section.
"(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent, and with respect to any spouse of a director or officer,
shall continue following the time the director or officer spouse ceases to be a
director or officer even if the marriage of the individuals terminates prior to
the end of the period of coverage, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
"(k) The Court of Chancery shall have exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this Section or under any agreement, vote of stockholders or Disinterested
Directors, or otherwise. The Court of Chancery may summarily determine the
Corporation's obligation to advance expenses (including attorneys' fees)."
Section 102(b)(7) of the GCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision may not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the GCL (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) or (iv) for any
transaction from which the director derived an improper personal benefit. At the
1987 Annual Meeting of Comerica's shareholders, the shareholders approved an
amendment to the Corporation's Restated Certificate of Incorporation to include
such a provision.
The Corporation has entered into Indemnification Agreements (the "Agreements")
with each of its directors and certain of its officers pursuant to which the
Corporation agrees (i) to indemnify each such
director and officer to the fullest extent permitted by any combination of (a)
the benefits provided by the indemnification provisions of the Corporation's
bylaws as in effect on the date of such Agreement, (b) the benefits provided by
the indemnification provisions of the Corporation's bylaws in effect at the time
such indemnified costs are incurred by such director or officer, (c) the
benefits allowable under the GCL in effect at the date of such Agreement or as
the same may be amended, (d) the benefits allowable under the law of the
jurisdiction under which the Corporation is organized at the time such
indemnified costs are incurred by such director or officer, (e) the benefits
available under any Directors' and Officers' Insurance or other liability
insurance obtained by the Corporation, and (f) the benefits available to the
fullest extent authorized to be provided to such director or officer by the
Corporation under the non-exclusivity provisions of the bylaws of the
Corporation and the GCL, against liability and expenses incurred by reason of
such person serving as a director or officer of the Corporation or at the
Corporation's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or with
respect to employee benefit plans; (ii) to advance certain expenses to such
persons; and (iii) except under certain circumstances, to purchase and maintain
in effect one or more Directors' and Officers' insurance policies.
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 Section
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
Section 174 of the GCL; except to the extent that such court, or another court
having jurisdiction, shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case, the
director or officer is fairly and reasonably entitled to indemnity for such
indemnified costs as the court deems proper;
(2) Any payment determined to be unlawful by final judgment of a court or other
tribunal having jurisdiction over the question;
(3) Any obligation of the director's or officer's under Section 16(b) of the
Securities Exchange Act of 1934, as amended; or
(4) Any liability or expense (including any penalty, judgment or legal expense)
sustained in connection with an administrative or civil enforcement action which
is initiated by a federal banking agency and results in a final adjudication or
finding against the director or officer if such indemnification, reimbursement
or payment, on the date thereof, is a prohibited indemnification payment under
Regulations and Statements of General Policy of the Federal Deposit Insurance
Corporation (including, without limitation, 12 CFR 359.0 et seq.) or federal
banking law (including, without limitation, 12 USC 1828(k)), as both are amended
and in effect on the date of such payment.
Insurance is maintained on a regular basis (and not specifically in connection
with this offering) against liabilities arising on the part of directors and
officers out of their performance in such capacities or arising on the part of
the Corporation out of its foregoing indemnification provisions, subject to
certain exclusions and to the policy limits.
ITEM 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, Commission File Number 001-10706).
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,
Commission File Number 001-10706).
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 001-10706).
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. 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.
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 March 31, 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 George W. Madison 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 March 31, 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)
/s/ Lillian Bauder
------------------------------------
Lillian Bauder
Director
/s/ Joseph J. Buttigieg, III
------------------------------------
Joseph J. Buttigieg, III
Director
/s/ James F. Cordes
------------------------------------
James F. Cordes
Director
/s/ Peter D. Cummings
------------------------------------
Peter D. Cummings
Director
/s/ J. Philip DiNapoli
------------------------------------
J. Philip DiNapoli
Director
/s/ Anthony F. Earley, Jr.
------------------------------------
Anthony F. Earley, Jr.
Director
/s/ Max M. Fisher
------------------------------------
Max M. Fisher
Director
/s/ Roger Fridholm
------------------------------------
Roger Fridholm
Director
/s/ Todd W. Herrick
------------------------------------
Todd W. Herrick
Director
/s/ David Baker Lewis
------------------------------------
David Baker Lewis
Director
/s/ John D. Lewis
------------------------------------
John D. Lewis
Director
/s/ Wayne B. Lyon
------------------------------------
Wayne B. Lyon
Director
/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
------------------------------------
Martin D. Walker
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
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, Commission File Number 001-10706).
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, Commission File
Number 001-10706).
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 001-10706).
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).