<PAGE> 1
Signed Copy (with Exhibits)
As filed with the Securities and Exchange Commission on __________, 1995
Registration No. 33-______
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 of Incorporation) (I.R.S. Employer Identification No.)
One Detroit Center
500 Woodward Avenue, 31st Floor,
Detroit, Michigan 48226
(313) 222-3300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
COMERICA INCORPORATED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
Judith C. Lalka Dart
Executive Vice President, General Counsel and Secretary
Comerica Incorporated
One Detroit Center
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
(313) 222-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered(1) price per share offering price (2) registration fee
- ---------------- ---------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 250,000 shares $28.875 $7,218,750 $2,489.22
$5.00 par value
Rights (3) None(4) None(4) 0
</TABLE>
__________________________________
(1)Pursuant to Rule 416(a), this Registration Statement shall also be
deemed to cover any additional securities to be offered or issued in connection
with terms of the above-referenced Plan which provide for changes 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(1), the proposed maximum aggregate offering
price is based upon the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange Composite Tape on April 19,
1995 ($28.875 per share).
(3)The rights are not presently separable from the shares of Common Stock
or exercisable. The number of Rights per share of Common Stock is subject to
adjustment in the event of stock splits, stock-on-stock dividends or similar
events. Currently, each share of Common Stock carries 1/9 of one Right.
(4)No separate consideration will be received for the Rights.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by Comerica Incorporated
("Comerica") with the Securities and Exchange Commission (the "Commission"),
are incorporated in this Registration Statement by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since December
31, 1994.
3. The description of Comerica's common stock, par value $5.00 per
share, contained in the Registration Statement on Form S-4 filed
November 19, 1994 (Commission File Number 33-56627).
All documents filed with the Commission by Comerica 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 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
<PAGE> 3
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 Comerica, 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
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<PAGE> 4
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 Comerica's bylaws implements such provisions and
provides as follows:
INDEMNIFICATION AND INSURANCE
(a) 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
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<PAGE> 5
extent as hereinabove provided. 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 such 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, the spouse of the director or
officer shall be indemnified to the same extent as hereinabove provided.
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) 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 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, officer or employee of the Corporation, or is or was serving at
the request of the Corporation as a director, officer,
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<PAGE> 6
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person 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 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 shall deem proper. Any person who is or was an
agent of the Corporation may be indemnified to the same extent as
hereinabove provided. 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 such 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, the spouse
of the director or officer shall be indemnified to the same extent as
hereinabove provided.
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<PAGE> 7
(c) To the extent that a director, officer, spouse of the director
or officer, employee, or agent 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, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by such person 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 director, officer, spouse of the director or
officer, employee, or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in subsections
(a) and (b) of this Section. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to the action, suit or proceeding, or (2) if such a
quorum is not obtainable, or even if obtainable a quorum of disinterested
Directors so directs, by independent legal counsel chosen by the entire
Board of Directors, subject to the reasonable satisfaction of the party
seeking indemnification, in a written opinion, or (3) by the shareholders.
(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
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<PAGE> 8
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
attorney's fees) incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors 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 shareholders 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
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<PAGE> 9
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 persons 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
-8-
<PAGE> 10
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.
Section 102(b)(7) of the GCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the GCL (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) or
(iv) for any transaction from which the director derived an improper personal
benefit. At the 1987 Annual Meeting of Comerica's shareholders, the
shareholders approved an amendment to Comerica's Restated Certificate of
Incorporation to include such a provision.
-9-
<PAGE> 11
Comerica has entered into Indemnification Agreements (the "Agreements")
with each of its directors pursuant to which Comerica agrees (i) to indemnify
each such director to the fullest extent permitted by any combination of (a)
the benefits provided by the indemnification provisions of Comerica's bylaws as
in effect on the date of such Agreement, (b) the benefits provided by the
indemnification provisions of Comerica's bylaws in effect at the time such
indemnified costs are incurred by such director, (c) the benefits allowable
under the GCL in effect at the date of such Agreement or as the same may be
amended (but in the case of any such amendment, only to the extent that such
amendment permits Comerica to provide broader indemnification than such law
permits Comerica to provide prior to such amendment), (d) the benefits
allowable under the law of the jurisdiction under which Comerica is organized
at the time such indemnified costs are incurred by such director, (e) the
benefits available under any Directors' and Officers' Insurance or other
liability insurance obtained by Comerica, and (f) the benefits available to the
fullest extent authorized to be provided to such director by Comerica under the
non-exclusivity provisions of the bylaws of Comerica and the GCL, against
liability and expenses incurred by reason of such person serving as a director
or officer of Comerica or at Comerica's request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or with respect to employee benefit plans; (ii) to advance
certain expenses to such persons; and (iii) except under certain circumstances,
to purchase and maintain in effect one or more Directors' and Officers'
insurance policies.
-10-
<PAGE> 12
No indemnification, reimbursement, or payments are required of Comerica
under the Agreements (except to the extent it is provided from policies of
insurance carried by Comerica): (1) with respect to any claim as to which such
director is finally adjudged by a court of competent jurisdiction to (a) have
acted in bad faith, (b) be liable for acts or omissions which involve
intentional misconduct, a knowing violation of law or of such director's duty
of loyalty to Comerica or its shareholders, (c) have authorized a redemption or
dividend on Comerica's stock which is prohibited by Delaware law, or (d) have
effected any transaction from which such director has derived an improper
personal benefit within the meaning of Section 102(b)(7) of the GCL, except to
the extent that such court, or another court having jurisdiction, determines
upon application that, despite the adjudication of liability, but in view of
all the circumstances of the case, such director is fairly and reasonably
entitled to indemnity for such indemnified costs as the court deems proper; (2)
with respect to any payment determined by final judgment of a court, or other
tribunal having jurisdiction over the question, to be unlawful; and (3) with
respect to any obligation of such director under Section 16(b) of the
Securities Exchange Act of 1934, as amended.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of Comerica out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 13
ITEM 8. EXHIBITS.
The following documents are attached hereto or incorporated herein by
reference as exhibits to this Registration Statement:
Exhibit
Number Description of Document
4.1 Restated Certificate of Incorporation of Comerica
Incorporated, as amended (incorporated herein by
reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 - Commission
File Number 0-7269).
4.2 Amended and restated bylaws of Comerica Incorporated
(incorporated herein by reference to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993 - Commission File Number 0-7269).
4.3 Rights Agreement between Comerica Incorporated and
Comerica Bank (incorporated herein by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1987 - Commission File No.
0-7269).
4.4 First Amendment to the Rights Agreement between
Comerica Incorporated and Comerica Bank (incorporated
herein by reference to Exhibit 1.1 of Registrant's
Form 8 filed November 1, 1991, Commission File Number
0-7269).
4.5 Issuing and Paying Agency Agreement between Comerica
Bank, as Issuer and Comerica Bank, as Agent
(incorporated herein by reference to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File Number 0-7269).
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<PAGE> 14
Exhibit
Number Description of Document
4.6 Specimen of certificate for Registrant's common
stock, $5.00 par value (incorporated herein by
reference to Exhibit 4(a) of Registrant's
Registration Statement on Form S-3 dated May 29,
1991, Commission File Number 33-40921).
5 Opinion and Consent of John P. Sheridan as to the
legality of the securities being registered.
15 N/A
23.1 Consent of Ernst and Young LLP, independent auditors.
23.2 Consent of John P. Sheridan, legal counsel (contained
in Exhibit 5).
24 Powers of Attorney (contained in the signature pages
of this Registration Statement).
28 N/A
99 N/A
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<PAGE> 15
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;
(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
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<PAGE> 16
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 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
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<PAGE> 17
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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<PAGE> 18
SIGNATURES
The Registrant. 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 of 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 April 24, 1995.
COMERICA INCORPORATED
By: /s/ Eugene A. Miller
-----------------------
Eugene A. Miller
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below. By so signing, each of the
undersigned, in his or her capacity as a director or officer, or both, as the
case may be, of the registrant, does hereby appoint Eugene A. Miller, John D.
Lewis, Arthur W. Hermann, and Judith C. Dart, and each of them severally, his
or her true and lawful attorney to execute in his or her name, place and stead,
in his or her capacity as a director or officer, or both, as the case may be,
of the registrant, any and all amendments to this Registration Statement and
post-effective amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and
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<PAGE> 19
Exchange Commission. Each of said attorneys shall have full power and authority
to do and perform in the name and on behalf of each of the undersigned, in any
and all capacities, every act whatsoever requisite or necessary to be done in
the premises as fully, and for all intents and purposes, as each of the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorneys and each of them.
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<PAGE> 20
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
(1) Principal Executive Officer:
/s/ Eugene A. Miller Chairman and Chief
- --------------------------------- Executive Officer March 17, 1995
Eugene A. Miller
(2) Principal Financial Officer:
/s/ Paul H. Martzowka Executive Vice President March 17, 1995
- --------------------------------- and Chief Financial Officer
Paul H. Martzowka
(3) Directors:
/s/ E. Paul Casey
- --------------------------------- Director March 17, 1995
E. Paul Casey
/s/ James F. Cordes
- --------------------------------- Director March 17, 1995
James F. Cordes
/s/ J. Philip DiNapoli
- --------------------------------- Director March 17, 1995
J. Philip DiNapoli
/s/ Max M. Fisher
- --------------------------------- Director March 17, 1995
Max M. Fisher
/s/ John D. Lewis
- --------------------------------- Director March 17, 1995
John D. Lewis
/s/ Patricia Shontz Longe
- --------------------------------- Director March 17, 1995
Patricia Shontz Longe, Ph.D.
/s/ Wayne B. Lyon
- --------------------------------- Director March 17, 1995
Wayne B. Lyon
/s/ Gerald V. MacDonald
- --------------------------------- Director March 17, 1995
Gerald V. MacDonald
/s/ Eugene A. Miller
- --------------------------------- Director March 17, 1995
Eugene A. Miller
/s/ Michael T. Monahan
- --------------------------------- Director March 17, 1995
Michael T. Monahan
/s/ Alfred A. Piergallini
- --------------------------------- Director March 17, 1995
Alfred A. Piergallini
/s/ Alan E. Schwartz
- --------------------------------- Director March 17, 1995
Alan E. Schwartz
/s/ Howard F. Sims
- --------------------------------- Director March 17, 1995
Howard F. Sims
</TABLE>
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<PAGE> 21
EXHIBIT INDEX
Page in
Sequentially
Exhibit Number Description of Document Numbered Copy
5 Opinion and consent of John P. Sheridan,
legal counsel
23.1 Consent of Ernst & Young LLP
independent auditors
E-1
<PAGE> 1
Exhibit 5
John P Sheridan
Vice President - Corporate Legal
One Detroit Center
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
April 20, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: COMERICA INCORPORATED - REGISTRATION STATEMENT ON FORM S-8
Dear Sir/Madam:
I am Vice President and counsel to Comerica Incorporated, a Delaware
corporation (the "Company"). This opinion is being rendered with respect to the
Registration Statement on Form S-8 filed by the Company with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933 (the "Act"), as amended, 250,000 shares of the Company's Common Stock,
$5.00 par value (the "Shares"), which will have attached to them rights (the
"Rights") to acquire Series C Preferred Stock or, under certain circumstances,
Common Stock or other assets, all as more fully described in that certain
Rights Agreement and the amendment thereto incorporated by reference into the
Registration Statement as Exhibits 4.3 and 4.4, respectively (collectively, the
"Rights Agreement"), between the Company and Comerica Bank, as Rights Agent.
The Shares and the Rights are to be issued under the Comerica Incorporated
Stock Option Plan For Non-Employee Directors (the "Plan").
E-2
<PAGE> 2
Securities and Exchange Commission
Page Two
I have examined such certificates, instruments, and documents and reviewed such
questions of law as I have considered necessary or appropriate for the purposes
of this opinion, and, on the basis of such examination and review, I advise you
that, in my opinion:
1. The Shares have been duly authorized and, when issued in accordance
with the terms of the Plan, will be legally issued, fully paid, and
nonassessable.
2. The Rights have been duly authorized and, when issued in accordance
with the terms of the Plan and the Rights Agreement, will be legally issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ John P. Sheridan
John P. Sheridan, Esquire
Vice President
Comerica Incorporated
Detroit, Michigan 48226
(313) 222-6160
JPS/tkw
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<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST AND YOUNG, LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Comerica Incorporated for the registration of 250,000 shares of its
common stock of our report dated January 17, 1995, with respect to
the consolidated financial statements of Comerica Incorporated included in the
Company's Annual Report on Form 10-K, for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
April 20, 1995
/s/ Ernst & Young LLP
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