0000950124-07-000993 Sample Contracts

GUARANTEE AGREEMENT by and between COMERICA INCORPORATED as Guarantor and THE BANK OF NEW YORK as Guarantee Trustee relating to COMERICA CAPITAL TRUST II Dated as of February 20, 2007

Guarantee Agreement • February 21st, 2007 • Comerica Inc /New/ • National commercial banks • New York

• Contract Type
  Guarantee Agreement
• Filed
  February 21st, 2007
• Company
  Comerica Inc /New/
• Industry
  National commercial banks
• Jurisdiction
  New York

GUARANTEE AGREEMENT, dated as of February 20, 2007, between COMERICA INCORPORATED, a Delaware corporation (the “Guarantor”), having its principal office at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of COMERICA CAPITAL TRUST II, a Delaware statutory trust (the “Issuer Trust”).

REPLACEMENT CAPITAL COVENANT

Capital Covenant • February 21st, 2007 • Comerica Inc /New/ • National commercial banks

• Contract Type
  Capital Covenant
• Filed
  February 21st, 2007
• Company
  Comerica Inc /New/
• Industry
  National commercial banks

Common Stock and rights to purchase a number of shares of Common Stock, in the aggregate, not in excess of 2% of the outstanding number of shares of Common Stock (the amount in clause (x) or (y) is referred to as the “Common Cap”); and

Comerica Capital Trust II (liquidation amount $1,000 per Capital Security) guaranteed to the extent set forth in the Guarantee Agreement by Comerica Incorporated Underwriting Agreement

Comerica Inc /New/ • February 21st, 2007 • National commercial banks • New York

• Company
  Comerica Inc /New/
• Filed
  February 21st, 2007
• Industry
  National commercial banks
• Jurisdiction
  New York

Comerica Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), proposes to sell to the underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 of its 6.576% Capital Securities, liquidation amount $1,000 per capital security (the “Capital Securities”). The Capital Securities will be guaranteed (the “Guarantee”) by Comerica Incorporated, a Delaware corporation (“Comerica” or the “Company”), to the extent described in a Guarantee Agreement to be dated as of February 20, 2007 (the “Guarantee Agreement”) between the Company and The Bank of New York, as trustee (the “Guarantee Trustee”). The Trust will use the proceeds from the sale of the Capital Securities to purchase from the Company $500,000,000 aggregate principal amount of its 6.576% Capital Efficient Notes due 2082 (the “Junior Subordinated Debentures” and, together with the Capital Securities and the Gua