S-8

As filed with the Securities and Exchange Commission on June 2, 2010

Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMERICA INCORPORATED
	(Exact name of registrant as specified in its charter)

Delaware	38-1998421
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

1717 Main Street, MC 6404

Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

COMERICA INCORPORATED 2006 AMENDED AND RESTATED

LONG-TERM INCENTIVE PLAN

(Full title of the Plan)

JON W. BILSTROM

Executive Vice President, Governance, Regulatory

Relations and Legal Affairs, and Secretary

Comerica Incorporated

1717 Main Street, MC 6404

Dallas, Texas 75201

(Name and address of agent for service)

(214) 462-6831

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting	Smaller reporting
company)	company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock $5.00 par value	2,500,000 shares	$38.35	$95,875,000	$6,835.89

(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 May 26, 2010 ($38.35 per share).

EXPLANATORY NOTE

This Registration Statement is solely for the registration of additional shares of common stock of Comerica Incorporated for issuance under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (the “Plan”).  Therefore, pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements relating to the Plan and/or shares carried over into the Plan (Registration Statement No. 333-136053 filed on July 26, 2006; Registration Statement No. 333-104163 filed on March 31, 2003; Registration Statement No. 333-48122 filed on October 18, 2000; and Registration Statement No. 333-24565 filed on April 4, 1997) are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission by Comerica Incorporated (“Comerica” or the “Registrant”) are incorporated in this Registration Statement on Form S-8 (the “Registration Statement”) by reference:

1.Comerica’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009;

2.All other reports filed by Comerica pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2009; and

3.The description of Comerica’s common stock, par value $5.00 per share, set forth in Comerica’s Registration Statement on Form S-4/A filed December 14, 2000 (Commission File Number 333-51042) and any amendments, reports or other filings filed with the Securities and Exchange Commission for the purpose of updating that description.

All documents subsequently filed by Comerica pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

ITEM 5.                INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the securities has been passed upon by Jon W. Bilstrom, Executive Vice President, Governance, Regulatory Relations and Legal Affairs, and Secretary of Comerica. Mr. Bilstrom beneficially owns phantom stock units, common stock and options to purchase common stock granted under the Plan.

ITEM 8.EXHIBITS.

Item 601 Regulation S-K Exhibit Reference Number	Description of Document
4.1(a)	Restated Certificate of Incorporation of Comerica Incorporated (as amended) (filed as Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference).
4.1(b)	Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-4, filed December 1, 2000, File No. 333-51042, and incorporated herein by reference).
4.1(c)	Certificate of Designations for Series F Preferred Stock (filed as Exhibit 3.1 to Registrant’s Current Report on From 8-K dated November 13, 2008, regarding U.S. Department of Treasury’s Capital Purchase Program, and incorporated herein by reference).
4.1(d)	Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (relating to Article Sixth).*
4.2	Amended and Restated Bylaws of Comerica Incorporated (amended and restated May 20, 2008) (filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated May 20, 2008, regarding the Registrant’s Bylaws, and incorporated herein by reference).
4.3	Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (amended and restated April 27, 2010) (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated April 27, 2010, and incorporated herein by reference).
5	Opinion and Consent of Jon W. Bilstrom as to the legality of the securities being registered.*
23(a)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*
23(b)	Consent of Jon W. Bilstrom, legal counsel (contained in Exhibit 5).*
24	Powers of Attorney (included on the signature pages hereto).*

*  Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on June 2, 2010.

COMERICA INCORPORATED
By:	/s/ Ralph W. Babb, Jr.
Ralph W. Babb, Jr.
Chairman, President and Chief Executive Officer

We, the undersigned directors and officers of Comerica Incorporated, do hereby constitute and appoint Jon W. Bilstrom and Nicole V. Gersch, and each of them severally, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments and post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and we do hereby ratify and confirm all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of June 2, 2010:

/s/ Ralph W. Babb, Jr.

Ralph W. Babb, Jr.

Chairman, President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Elizabeth S. Acton

Elizabeth S. Acton

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Marvin J. Elenbaas

Marvin J. Elenbaas

Senior Vice President and Controller

(Principal Accounting Officer)

James F. Cordes

Director

/s/ Roger A. Cregg

Roger A. Cregg

Director

/s/ T. Kevin DeNicola

T. Kevin DeNicola

Director

/s/ Jacqueline P. Kane

Jacqueline P. Kane

Director

/s/ Richard G. Lindner

Richard G. Lindner

Director

/s/ Alfred A. Piergallini

Alfred A. Piergallini

Director

/s/ Robert S. Taubman

Robert S. Taubman

Director

/s/ Reginald M. Turner, Jr.

Reginald M. Turner, Jr.

Director

/s/ Nina G. Vaca

Nina G. Vaca

Director

EXHIBIT INDEX

Exhibit No.	Description
4.1(a)	Restated Certificate of Incorporation of Comerica Incorporated (as amended) (filed as Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference).
4.1(b)	Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-4, filed December 1, 2000, File No. 333-51042, and incorporated herein by reference).
4.1(c)	Certificate of Designations for Series F Preferred Stock (filed as Exhibit 3.1 to Registrant’s Current Report on From 8-K dated November 13, 2008, regarding U.S. Department of Treasury’s Capital Purchase Program, and incorporated herein by reference).
4.1(d)	Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (relating to Article Sixth).*
4.2	Amended and Restated Bylaws of Comerica Incorporated (amended and restated May 20, 2008) (filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated May 20, 2008, regarding the Registrant’s Bylaws, and incorporated herein by reference).
4.3	Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (amended and restated April 27, 2010) (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated April 27, 2010, and incorporated herein by reference).
5	Opinion and Consent of Jon W. Bilstrom as to the legality of the securities being registered.*
23(a)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*
23(b)	Consent of Jon W. Bilstrom, legal counsel (contained in Exhibit 5).*
24	Powers of Attorney (included on the signature pages hereto).*

*  Filed herewith.

EX-4.1(D)

Exhibit 4.1(d)

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:00 AM 04/30/2010

FILED 10:00 AM 04/30/2010

SRV 100446473 - 0786580 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO RESTATED CERTIFICATE OF INCORPORATION

OF COMERICA INCORPORATED

(the “Corporation”)

Comerica Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Corporation’s Restated Certificate of Incorporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Board hereby approves, subject to Proper Shareholder Approval, the amendments to Article Sixth of the Corporation’s Certificate of Incorporation, in substantially the form attached hereto as Exhibit B and incorporated herein by reference, as revised by such changes as Corporate Legal shall deem necessary or appropriate (the “Amendment”);

Exhibit B to the resolution, setting forth the full text of the Article numbered “SIXTH”, as amended, reads as follows:

SIXTH

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The directors elected at the annual meeting of Shareholders that is held in calendar year 2010 shall be elected for a term expiring at the annual meeting of Shareholders that is held in calendar year 2013 and until such directors’ successors shall have been elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Commencing at the annual meeting of Shareholders that is held in calendar year 2011, directors shall be elected annually for terms of one year, except that any director in office at the 2011 annual meeting whose term expires at the annual meeting of Shareholders to be held in calendar year 2012 or 2013 shall continue to hold office until the end of the term for which such director was elected and until such director’s successor shall have been elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. At each annual meeting of Shareholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of Shareholders and until such directors’ successors shall have been elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of Shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.

SECOND: That, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said Corporation was duly called and held on April 27, 2010, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment to Article SIXTH was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 29th day of April, 2010.

By:	/s/ Nicole V. Gersch
	Authorized Officer
Title:	Senior Vice President and Assistant Secretary
Name:	Nicole V. Gersch

EX-5

EXHIBIT 5

[Comerica Letterhead]

Jon W. Bilstrom

Executive Vice President, Governance,

Regulatory Relations and Legal Affairs,

and Secretary

June 2, 2010

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 Executive Vice President, Governance, Regulatory Relations and Legal Affairs, and Secretary to Comerica Incorporated, a Delaware corporation (the “Corporation”).  This opinion is being rendered with respect to the registration statement on Form S-8 (the “Registration Statement”) 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, an additional 2,500,000 shares of common stock, $5.00 par value, of the Corporation (the “Securities”).  The Securities are to be issued under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive 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:

The Securities have been duly authorized and, when issued in accordance with the terms of the Plan and when the Registration Statement shall have become effective, will be legally issued, fully paid and non-assessable.

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/ Jon W. Bilstrom

Executive Vice President, Governance,

Regulatory Relations and Legal Affairs,

and Secretary

EX-23.(A)

EXHIBIT 23(a)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Comerica Incorporated, pertaining to the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, of our reports dated February 25, 2010, with respect to the consolidated financial statements of Comerica Incorporated, included in its Annual Report (Form 10-K) for the year ended December 31, 2009, and the effectiveness of internal control over financial reporting of Comerica Incorporated filed with the Securities and Exchange Commission.

	/s/ Ernst & Young LLP
June 2, 2010
Dallas, Texas