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Signed Copy (with Exhibits)
Registration No. 33-______
As filed with the Securities and Exchange Commission on __________, 1996
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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)
METROBANK EMPLOYEE SAVINGS PLAN
(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
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Title 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
- ------------------- ------------- --------------------------- ---------------------- ---------------------
Common Stock 10,000 shares $40.6875 $406,875 $ 140.31
$5.00 par value
Plan interests (3) None(3) None(3) 0
Rights (4) None(5) None(5) 0
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(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(c), the offering price is based on the average
high and low prices of the common stock as reported on the New York Stock
Exchange Composite Tape on February 7, 1996 ($40.6875 per share).
(3) Pursuant to Rule 416(c), to the extent that interests in the
above-referenced Plan constitute separate securities required to be registered,
this Registration Statement registers an indeterminate amount of such Plan
interests.
(4) The Rights are not presently separable from the shares of Common Stock
or exercisable. The number of Rights per share of Comerica 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 2/9 of one Right.
(5) No separate consideration will be received for the Rights.
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EXPLANATORY NOTE
Effective January 16, 1996, registrant acquired Metrobank, a California
state chartered bank ("Metrobank"). Metrobank sponsors the plan referenced on
the cover page of this Registration Statement (the "Metrobank Plan").
Registrant intends to continue the Metrobank Plan for a temporary period and to
offer registrant's common stock, $5.00 par value, as an investment option under
the Metrobank Plan. The registrant is filing this Registration Statement with
respect to registrant's common stock to be issued under the Metrobank Plan.
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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 Amendment No. 1 to Registration Statement on
Form S-4 filed August 16, 1995 (Commission File Number 33-61487).
The Annual Report on Form 11-K of the Metrobank Plan for the year ended
December 31, 1994, heretofore filed by the Metrobank Plan with the Securities
and Exchange Commission, also is incorporated in this Registration Statement by
reference.
All documents filed with the Commission by Comerica or the Metrobank Plan
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
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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.
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
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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 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
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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 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.
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(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, 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
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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.
(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
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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
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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
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services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent, and with
respect to any spouse of a director or officer, shall continue
following the time the director or officer spouse ceases to be a
director or officer even if the marriage of the individuals
terminates prior to the end of the period of coverage, and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
On July 21, 1995, the Corporation amended Section 8(d) of its bylaws to
provide that until June 18, 1998, there shall be an Indemnification Committee
consisting of all of the directors of the Corporation immediately prior to June
18, 1992. The Indemnification Committee is to make all determinations
necessary with respect to the Corporation's indemnification obligations
pursuant to the Corporation's bylaws prior to June 18, 1992.
Pursuant to an Agreement and Plan of Merger dated as of October 27, 1991,
between the Corporation and Manufacturers National Corporation, the Corporation
has agreed to indemnify each
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person who was an officer or director of Manufacturers National Corporation
against liabilities arising by reason of such person's status as a director or
officer of Manufacturers National Corporation prior to its merger with the
Corporation on June 18, 1992 to the extent Manufacturers National Corporation
would have been permitted to indemnify such person. Any former director or
officer of Manufacturers National Corporation who is now a director or officer
of the Corporation is entitled to this protection. Until June 18, 1998, a
committee composed of all individuals who were directors of Manufacturers
National Corporation on June 18, 1992 shall make all determinations required to
fulfill the Corporation's indemnification obligations under this paragraph.
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.
Comerica has entered into Indemnification Agreements (the "Agreements")
with each of its directors pursuant to which Comerica
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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.
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
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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.
ITEM 8. EXHIBITS.
The following documents are attached hereto or incorporated herein by
reference as exhibits to this Registration Statement:
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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).
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
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Registration Statement on Form S-3 dated May 29, 1991, Commission File
Number 33-40921).
4.7 The Metrobank Plan, consisting of the Metrobank Employee Savings
Plan, restated effective January 1, 1989, First Amendment thereto and
Second Amendment thereto.
5.1 Opinion and Consent of John P. Sheridan as to the legality of the
securities being registered.
5.2 Copy of Internal Revenue Service determination letter dated
November 9, 1995 indicating that the Metrobank Plan is qualified under
Section 401 of the Internal Revenue Code.
15 N/A
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of John P. Sheridan, legal counsel (contained in Exhibit
5.1).
24 Powers of Attorney (contained in the signature pages of this
Registration Statement).
28 N/A
99 N/A
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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;
(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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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.
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.
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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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 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 January
18, 1996.
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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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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[CAPTION]
Signatures Title Date
---------- ----- ----
(1) Principal Executive Officer:
/S/ Eugene A. Miller Chairman and Chief January 18, 1996
- --------------------------------------- Executive Officer
Eugene A. Miller
(2) Principal Financial Officer:
/S/ Ralph W. Babb, Jr. Executive Vice President January 18, 1996
- --------------------------------------- and Chief Financial Officer
Ralph W. Babb, Jr.
(3) Principal Accounting Officer:
/S/ Arthur W. Hermann Senior Vice President January 18, 1996
- --------------------------------------- and Principal Accounting Officer
Arthur W. Hermann
(4) Directors:
/S/ E. Paul Casey Director January 18, 1996
- ---------------------------------------
E. Paul Casey
/S/ James F. Cordes Director January 18, 1996
- ---------------------------------------
James F. Cordes
/S/ J. Philip DiNapoli Director January 18, 1996
- ---------------------------------------
J. Philip DiNapoli
/S/ Max M. Fisher Director January 18, 1996
- ---------------------------------------
Max M. Fisher
/S/ John D. Lewis Director January 18, 1996
- ---------------------------------------
John D. Lewis
- --------------------------------------- Director
Patricia Shontz Longe, Ph.D.
/S/ Wayne B. Lyon Director January 18, 1996
- ---------------------------------------
Wayne B. Lyon
/S/ Gerald V. MacDonald Director January 18, 1996
- ---------------------------------------
Gerald V. MacDonald
/S/ Eugene A. Miller Director January 18, 1996
- ---------------------------------------
Eugene A. Miller
/S/ Michael T. Monahan Director January 18, 1996
- ---------------------------------------
Michael T. Monahan
/S/ Alfred A. Piergallini Director January 18, 1996
- ---------------------------------------
Alfred A. Piergallini
/S/ Alan E. Schwartz Director January 18, 1996
- ---------------------------------------
Alan E. Schwartz
/S/ Howard F. Sims Director January 18, 1996
- ---------------------------------------
Howard F. Sims
S-3
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The Metrobank Plan. Pursuant to the requirements of the Securities Act of
1933, the trustee (or other persons who administer the employee benefit plan)
have 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 January 18, 1996.
METROBANK EMPLOYEE
SAVINGS PLAN
/S/ John P. Sheridan
-------------------------------
By: John P. Sheridan
Vice President
Comerica Incorporated
S-4
24
EXHIBIT INDEX
Page in
Sequentially
Exhibit Number Description of Document Numbered Copy
- -------------- ----------------------- -------------
4.7 The Metrobank Plan, consisting of the
Metrobank Employee Savings Plan, restated
effective January 1, 1989, First Amendment
thereto and Second Amendment thereto.
5.1 Opinion and consent of John P. Sheridan,
legal counsel
5.2 Copy of Internal Revenue Service
determination letter dated November 9, 1995
indicating that the Metrobank Plan is
qualified under Section 401 of the Internal
Revenue Code
23.1 Consent of Ernst & Young LLP
independent auditors