<PAGE> 1
Signed Copy (with Exhibits)
Registration No.333-______
As filed with the Securities and Exchange Commission on October 2, 1997
- --------------------------------------------------------------------------------
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 and telephone number of registrant's principal executive offices)
COMERICA INCORPORATED DEFERRED COMPENSATION PLAN
(1997 Amendment and Restatement)
(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
(313) 222-3300
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Title of each
class of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered price per unit offering price registration fee
---------------- ---------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations $4,681,322 $1.00 $4,681,322 $1,419
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by Comerica Incorporated (the
"Corporation") with the Commission are incorporated in this registration
statement by reference:
1. Annual Report of the Corporation on Form 10-K for the year ended
December 31, 1996.
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, 1996.
All documents filed with the Commission by the Corporation 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 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.
$4,681,322 in deferred compensation obligations. Highly compensated
executives of the Corporation may defer specified percentages of their base
salary and their annual management incentive. Other than in cases of financial
hardship, amounts deferred under the plan will not be distributable until
retirement or earlier termination of employment. Compensation deferred under the
plan is invested by the trustee of the plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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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 Corporation, 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
Corporation's bylaws implements such provisions and provides as follows:
INDEMNIFICATION AND INSURANCE
(a) To the fullest extent permitted by applicable law and regulation,
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
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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 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 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 applicable law and regulation,
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, 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 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
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<PAGE> 5
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, then
the spouse of the director or officer shall be indemnified to the same extent as
hereinabove provided.
(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 a majority vote of Directors who were not parties to the action,
suit or proceeding, even if they constitute less than a quorum or (2) if there
are no such disinterested directors, or if a majority of such 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
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.
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(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 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
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<PAGE> 7
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 shareholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine the
Corporation's obligation to advance expenses (including attorneys' fees).
Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director (I) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the GCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. At the 1987 Annual Meeting of Comerica's
shareholders, the shareholders approved an amendment to Comerica's Restated
Certificate of Incorporation to include such a provision.
The Corporation has entered into Indemnification Agreements (the
"Agreements") with each of its directors pursuant to which the Corporation
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 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, (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 the Corporation to provide broader
indemnification than such law permits the
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Corporation to provide prior to such amendment), (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, (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 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 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 the Corporation or its shareholders, (c) have
authorized a redemption or dividend on the Corporation'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 the Corporation out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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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) Comerica Incorporated Deferred Compensation Plan,
1997 Amendment and Restatement (incorporated herein by
reference to exhibit 10.15 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996-Commission
File Number 0-7269).
5 Opinion and Consent of Mark W. Yonkman as to the legality
of the securities being registered.
23(a) Consent of Ernst and Young LLP, independent auditors.
23(b) Consent of Mark W. Yonkman, legal counsel (contained in
Exhibit 5).
24 Powers of Attorney (contained in the signature pages of
this registration statement).
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ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 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
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
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 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 September 19,
1997.
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 by the following persons in the
capacities and on the dates indicated. 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 George W. Madison, 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 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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
(1) Principal Executive Officer:
/s/ Eugene A. Miller Chairman and Chief September 19, 1997
- ----------------------------------------- Executive Officer
Eugene A. Miller
(2) Principal Financial Officer:
/s/ Ralph W.. Babb, Jr. Executive Vice President September 19, 1997
- ------------------------------------------- and Chief Financial Officer
Ralph W. Babb, Jr.
</TABLE>
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<PAGE> 13
<TABLE>
<S> <C> <C>
(3) Controller:
/s/ Arthur W. Hermann Senior Vice President September 19, 1997
- --------------------------------------- and Controller
Arthur W. Hermann
(4) Directors:
/s/ E. Paul Casey Director September 19, 1997
- ---------------------------------------
E. Paul Casey
/s/ James F. Cordes Director September 19, 1997
- ---------------------------------------
James F. Cordes
/s/ J. Philip DiNapoli Director September 19, 1997
- ---------------------------------------
J. Philip DiNapoli
/s/ Max M. Fisher Director September 19, 1997
- ---------------------------------------
Max M. Fisher
/s/ John D. Lewis Director September 19, 1997
- ---------------------------------------
John D. Lewis
/s/ Patricia Shontz Longe Director September 19, 1997
- ---------------------------------------
Patricia Shontz Longe, Ph.D.
/s/ Wayne B. Lyon Director September 19, 1997
- ---------------------------------------
Wayne B. Lyon
/s/ Gerald V. MacDonald Director September 19, 1997
- ---------------------------------------
Gerald V. MacDonald
/s/ Eugene A. Miller Director September 19, 1997
- ---------------------------------------
Eugene A. Miller
/s/ Michael T. Monahan Director September 19, 1997
- ---------------------------------------
Michael T. Monahan
/s/ Alfred A. Piergallini Director September 19, 1997
- ---------------------------------------
Alfred A. Piergallini
/s/ Howard F. Sims Director September 19, 1997
- ---------------------------------------
Howard F. Sims
/s/ Martin D. Walker Director September 19, 1997
- ---------------------------------------
Martin D. Walker
</TABLE>
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Exhibit 5
Mark W. Yonkman
First Vice President - Corporate Legal
One Detroit Center
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
September 30, 1997
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 First Vice President and counsel to Comerica Incorporated, a
Delaware corporation (the "Corporation"). This opinion is being rendered with
respect to the registration statement on Form S-8 filed by the Corporation with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933 (the "Act"), as amended, $ 4,681,322 in deferred
compensation obligations of the Corporation (the "Securities"). The Securities
are to be issued under the Comerica Incorporated Deferred Compensation Plan
(1997 Amendment and Restatement) (the "Plan").
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:
The Securities have been duly authorized and, when issued in accordance
with the terms of the Plan, 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/ Mark W. Yonkman
Mark W. Yonkman, Esquire
First Vice President
Comerica Incorporated
Detroit, Michigan 48226
(313) 222-3432
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<PAGE> 1
Exhibit 23(a)
[ERNST AND YOUNG LLP LETTERHEAD]
Consent of Independent Auditors
We consent to the incorporation by reference in the registration
statement on Form S-8 of Comerica Incorporated, pertaining to the registration
of $4,681,322 of deferred compensation obligations under the Comerica
Incorporated Deferred Compensation Plan (1997 Amendment and Restatement), of our
report dated January 22, 1997, with respect to the consolidated financial
statements of Comerica Incorporated, incorporated by reference in the Annual
Report on Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/S/ Ernst & Young LLP
September 22, 1997
E-2
