Hello and Welcome,
I don't think you will be able to find a pin to pin replacement.
If it exists, you should look at the MC9S12D64 or MC9S12DG128.
There is a D32, but it seems to be based on the MC9S12D64.
For question 2, I would use the ADC module.
On some MCUs you have the possibility to wake up on comparison of a value.
I hope this help,
Alban.