Michael Greenspan, Esq.
Thompson & Mitchell
Suite 900
700 14th Street, NW
Washington, D.C. 20005

Dear Mr. Greenspan:

This is in response to your request to the Federal Reserve Bank of Chicago concerning a proposal by Comerica Bank, Detroit, Michigan ("Bank"), to invest through a subsidiary in a limited liability company ("LLC") to provide credit card payment services to merchants. Under the proposal, a wholly owned operating subsidiary of Bank would have a 49 percent share in the LLC. The remaining 51 percent would be held by National Data Payment Systems, Inc., an unaffiliated non-bank provider of credit card payment services.

We understand that the charter of the proposed LLC will be limited to activities that are permissible for Bank. We also understand that Bank, through its subsidiary, will have the ability to prevent changes in the activities of the LLC and will be able to withdraw from the LLC. Further, the structure of the proposed investment will limit Bank's potential exposure to liability as a result of the activities of the LLC or its co-venturer.

Based on the above factors, staff would not recommend that the Board find that the proposed investment is barred by section 16 of the Glass-Steagall Act. This letter is limited to the facts as we understand them and differing facts could lead to a differing result.

Sincerely,

(signed) J. Virgil Mattingly

J. Virgil Mattingly