<PAGE> 1
Signed Copy (with Exhibits)
As filed with the Securities and Exchange Commission on __________, 1997
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 and telephone number of registrant's principal executive offices)
COMERICA INCORPORATED GAIN SHARING PLAN
(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(1) price per share(2) offering price(2) registration fee
- ------------------- ---------- ------------------------- -------------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock 200,000 shares $ 55.3125 $ 11,062,500 $ 3,352.27
$5.00 par value
Share Purchase
Rights(3) None(4) None(4) 0
</TABLE>
- --------------------------
(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 April 3, 1997 ($55.3125 per share).
(3)The Share Purchase 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 one Right.
(3)No separate consideration will be received for the rights.
<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The registrant shall cause to be delivered to each participant material
information relating to the plan and its operations that will enable
participants to make an informed decision regarding investment in the plan.
The documents containing such information are not being filed with the
Securities and Exchange Commission (the "Commission") as a part of this
registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The registrant shall provide a written statement to participants advising
them of the availability of the documents incorporated by reference in Item 3
of Part II of this registration statement, and stating that such documents are
incorporated by reference into the Section 10(a) prospectus. The statement
shall indicate the availability without charge, upon written or oral request,
of other documents required to be delivered to employees pursuant to Rule
428(b). The documents containing such information are not being filed with the
Commission as a part of this registration statement.
-2-
<PAGE> 3
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. Annual Report of the Comerica Incorporated Preferred Savings Plan on
Form 11-K for the year ended December 31, 1995.
3. 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.
4. The description of the Corporation'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 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
-3-
<PAGE> 4
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law ("GCL") of the State of Delaware provides that
a Delaware corporation, such as the 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
-4-
<PAGE> 5
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 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
-5-
<PAGE> 6
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
-6-
<PAGE> 7
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, 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
-7-
<PAGE> 8
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.
(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.
-8-
<PAGE> 9
(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 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
-9-
<PAGE> 10
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
-10-
<PAGE> 11
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 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,
-11-
<PAGE> 12
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.
-12-
<PAGE> 13
ITEM 8. EXHIBITS.
EXHIBIT INDEX
The following documents are attached hereto or incorporated herein by
reference as exhibits to this registration statement:
<TABLE>
<CAPTION>
Item 601
Regulation S-K Page in
Exhibit Reference Sequentially
Number Description of Document Numbered Copy
- ----------------- ----------------------- -------------
<S> <C> <C>
4(a) 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, 1996 -
Commission File Number 0-7269).
4(b) 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, 1996 - Commission File Number 0-7269).
4(c) Rights Agreement between Comerica Incorporated and Comerica Bank
(incorporated herein by reference to Form 8-K dated June 18, 1996 -
Commission File No. 0-7269).
4(d) Specimen of certificate for registrant's common stock, $5.00 par value
(incorporated herein by reference to Exhibit 4(a) of Registrant's registra-
tion 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.
23(a) Consent of Ernst and Young LLP, independent auditors.
23(b) Consent of John P. Sheridan, legal counsel (contained in Exhibit 5).
24 Powers of Attorney (contained in the signature pages of this registration
statement).
</TABLE>
-13-
<PAGE> 14
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 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.
-14-
<PAGE> 15
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.
-15-
<PAGE> 16
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
March 21, 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.
-16-
<PAGE> 17
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
(1) Principal Executive Officer:
/s/ Eugene A. Miller Chairman and Chief March 21, 1997
- ------------------------------------ Executive Officer
Eugene A. Miller
(2) Principal Financial Officer:
/s/ Ralph W. Babb, Jr. Executive Vice President March 21, 1997
- ------------------------------------ and Chief Financial Officer
Ralph W. Babb, Jr.
(3) Controller:
/s/ Arthur W. Hermann Senior Vice President March 21, 1997
- ------------------------------------ and Controller
Arthur W. Hermann
(4) Directors:
/s/ E. Paul Casey Director March 21, 1997
- ------------------------------------
E. Paul Casey
/s/ James F. Cordes Director March 21, 1997
- ------------------------------------
James F. Cordes
/s/ J. Philip DiNapoli Director March 21, 1997
- ------------------------------------
J. Philip DiNapoli
/s/ Max M. Fisher Director March 21, 1997
- -------------------------------------
Max M. Fisher
/s/ John D. Lewis Director March 21, 1997
- -------------------------------------
John D. Lewis
Director March 21, 1997
- -------------------------------------
Patricia Shontz Longe, Ph.D.
/s/ Wayne B. Lyon Director March 21, 1997
- -------------------------------------
Wayne B. Lyon
/s/ Gerald V. MacDonald Director March 21, 1997
- -------------------------------------
Gerald V. MacDonald
/s/ Eugene A. Miller Director March 21, 1997
- ------------------------------------
Eugene A. Miller
/s/ Michael T. Monahan Director March 21, 1997
- ------------------------------------
Michael T. Monahan
/s/ Alfred A. Piergallini Director March 21, 1997
- ------------------------------------
Alfred A. Piergallini
/s/ Howard F. Sims Director March 21, 1997
- ------------------------------------
Howard F. Sims
/s/ Martin D. Walker Director March 21, 1997
- ------------------------------------
Martin D. Walker
</TABLE>
-17-
<PAGE> 1
EXHIBIT 5
John P Sheridan
Vice President - Corporate Legal
One Detroit Center
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
March 31, 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 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, 200,000 shares of the company's
Common Stock, $5.00 par value (the "Shares"), which will have attached to them
share purchase rights (the "Rights") to acquire additional shares of the
Corporation, all as more fully described in that certain Rights Agreement
incorporated by reference into the registration statement as Exhibit 4(c) (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 Gain
Sharing Plan (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:
E-1
<PAGE> 2
Securities and Exchange Commission
Page Two
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,
John P. Sheridan, Esquire
Vice President
Comerica Incorporated
Detroit, Michigan 48226
(313) 222-6160
JPS/tkw
E-2
<PAGE> 1
EXHIBIT 23(a)
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, pertaining to the registration of 200,000
shares of common stock with respect to the Comerica Incorporated Gain Sharing
Plan of our report dated January 22, 1997, with respect to the consolidated
financial statements of Comerica Incorporated, incorporated by reference in the
Annual Report (Form 10-K) for the year ended December 31, 1996 filed with the
Securities and Exchange Commission.
March 31, 1997
E-3
