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Exhibit 3.1

 

CERTIFICATE OF ELIMINATION OF

 

·                   FIXED RATE CUMULATIVE PREFERRED STOCK, SERIES B

 

·                   SERIES D PARTICIPATING PREFERRED STOCK

 

·                   FIXED/ADJUSTABLE RATE NONCUMULATIVE PREFERRED STOCK, SERIES E

 

·                   FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES F

 

OF

COMERICA INCORPORATED

 

Comerica Incorporated, a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), certifies as follows:

 

FIRST: Pursuant to the provisions of Section 151(g) of the DGCL, the Board of Directors of the Corporation adopted the following resolutions at a meeting held on July 27, 2010:

 

WHEREAS, on June 18, 1992, Comerica Incorporated (the “Corporation”) filed with the Secretary of State of the State of Delaware a Certificate of Designation (the “Series B Certificate of Designation”) constituting part of the Corporation’s Restated Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), authorizing the issuance of 860,000 shares of Fixed Rate Cumulative Preferred Stock, Series B of the Corporation (the “Series B Preferred Stock”);


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