Comerica Incorporated Underwriting AgreementUnderwriting Agreement • July 22nd, 2014 • 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”), $250,000,000 million aggregate principal amount of its 3.800% Subordinated Notes due 2026 (the “Securities”) to be issued under an indenture, dated as of May 1, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A., which was formerly known as The Bank of New York, as successor to JPMorgan Chase Bank, as trustee (the “Trustee”).
ContractGlobal Security Agreement • July 22nd, 2014 • Comerica Inc /New/ • 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 OR 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.
