Exhibit 4.1


 




	
   

  	
   

  	
  TRANSFER OF THIS

  CERTIFICATE IS RESTRICTED.

  SEE LEGEND ON REVERSE SIDE.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK,
  SERIES F

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER

  	
   

  	
  Comerica

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THIS CERTIFICATE IS TRANSFERABLE

  IN SOUTH SAINT PAUL, MN.

  	
   

  	
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
  CUSIP 200340 20 6

  






 




	
  THIS CERTIFIES
  THAT

  	
   

  	
   

  	
   

  	
   

  






 


is the owner of 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE

PERPETUAL PREFERRED STOCK, SERIES F, NO PAR VALUE, OF


 


COMERICA INCORPORATED


 


transferable in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
and the shares represented hereby are subject to the provisions of the
Certificate of Incorporation, all amendments thereto, and the Bylaws of the
Corporation, and to the rights, preferences and voting powers of the Preferred
Stock of the Corporation now or hereafter outstanding; the terms of all such
provisions, rights, preferences and voting powers being incorporated herein by
reference. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.


 


WITNESS the facsimile seal and the facsimile
signatures of the duly authorized officers of the Corporation.


 


Dated:


 


	
  

  	
  

  	
  

  
	
  CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

  	
   

  	
  CORPORATE
  SECRETARY

  



 


COUNTERSIGNED AND REGISTERED:


   WELLS FARGO BANK, N.A.


 


TRANSFER AGENT


AND REGISTRAR


 


BY


 


AUTHORIZED SIGNATURE


 


AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS


 

















 


COMERICA INCORPORATED


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING
ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE
SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS
INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.




 





 


	
  The following abbreviations, when used in the incription on the face
  of this certificate, shall be construed as though they were written out in
  full according to applicable laws or regulations:

  
	
   

  
	
  TEN COM

  	
  –

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT-

  	
   

  	
  Cust

  	
   

  
	
  TEN ENT

  	
  –

  	
  as tenants by the entireties

  	
   

  	
  (CUST)

  	
   

  	
  (MINOR)

  
	
  JT TEN

  	
  –

  	
  as joint tenants with right of survivorship under Uniform Gifts to
  Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
  and not as tenants in common

  	
  (STATE)

  
	
   

  	
  UNIF TRF MIN ACT

  	
   

  	
  Custodian (until age

  	
   

  	
   )

  
	
   

  	
   

  	
  (CUST)

  	
   

  	
  (MINOR)

  
	
   

  	
  under Uniform Transfers to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
  (STATE)

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional abbreviations may also be used
  though not in the above list.

  
																





 





 


	
  For Value Received,

  	
   

  	
    hereby sell, assign and
  transfer unto

  



 


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


	
   

  
	
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP
  CODE, OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  	
  shares

  
	
  of the capital stock represented by the within Certificate, and do
  hereby irrevocably constitute and appoint

  
	
   

  	
  attorney

  
	
  to transfer the said stock on the books of the within named
  Corporation with full power of substitution in the premises.

  
			



 


	
  Dated:

  	
   

  	
  20

  	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
  NOTE: THE SIGNATURE TO
  THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
  CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
  CHANGE WHATEVER.

  
	
  SIGNATURE(S) GUARANTEED:

  THE SIGNATURE(S) SHOULD
  BE GUARANTEED BY AN

  ELIGIBLE
  GUARANTOR INSTITUTION (Banks, Stockbrokers,

  Savings
  and Loan Associations and Credit Unions) WITH

  MEMBERSHIP
  IN AN APPROVED SIGNATURE GUARANTEE

  MEDALLION
  PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.