0001193125-10-211463 Sample Contracts

Comerica Incorporated Senior Notes due 2015 Underwriting Agreement September 13, 2010
Underwriting Agreement • September 16th, 2010 • Comerica Inc /New/ • National commercial banks • New York

Comerica Incorporated, a Delaware corporation (the “Company”), proposes to sell to the underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 of its Senior Notes due 2015 (the “Securities”) to be issued under an indenture, dated as of July 15, 2007 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

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Contract
Comerica Inc /New/ • September 16th, 2010 • National commercial banks

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

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