Common use of Second Step Merger Clause in Contracts

Second Step Merger. (a) Subject to the terms and conditions of this Agreement, immediately following the Effective Time, at the Second Step Effective Time, Comerica Holdings shall be merged with and into the Surviving Corporation (the “Second Step Merger,” and together with the Merger, the “Mergers”) in accordance with the OGCL and the DGCL. The Surviving Corporation shall be the surviving corporation in the Second Step Merger and shall continue its corporate existence under the laws of the State of Ohio. Upon consummation of the Second Step Merger, the separate corporate existence of Comerica Holdings will cease. At and after the Second Step Effective Time, the Second Step Merger shall have the effects set forth in the applicable provisions of the DGCL and OGCL. (b) Subject to the terms and conditions of this Agreement, on or before the Closing Date, the parties will cause a certificate of merger with respect to the Second Step Merger to be filed with the Delaware Secretary and a certificate of merger to be filed with the Ohio Secretary (collectively, the “Second Step Certificates of Merger”) to effect the Second Step Merger. The Second Step Merger shall take place at the time specified in the Second Step Certificates of Merger (the “Second Step Effective Time”). (c) At the Second Step Effective Time, by virtue of the Second Step Merger and without any action on the part of Fifth Third, Fifth Third Intermediary, Comerica, Comerica Holdings or the holder of any securities of Fifth Third, Fifth Third Intermediary, Comerica or Comerica Holdings, each share of common stock, par value $0.01 per share, of Comerica Holdings that is issued and outstanding immediately prior to the Second Step Effective Time, shall automatically be cancelled and retired for no consideration and shall cease to exist. (d) The shares of Fifth Third Intermediary stock issued and outstanding immediately prior to the Second Step Effective Time shall not be affected by the Second Step Merger, and, accordingly, each share of Fifth Third Intermediary stock issued and outstanding immediately prior to the Second Step Effective Time shall, at and after the Second Step Effective Time, remain issued and outstanding; it being understood that upon the Second Step Effective Time, the common stock of the Surviving Corporation shall be the common stock of the Surviving Entity. (e) At the Second Step Effective Time, the Fifth Third Intermediary Articles, as in effect immediately prior to the Second Step Effective Time, shall be the Articles of Incorporation of the Surviving Entity until thereafter amended in accordance with applicable law. (f) At the Second Step Effective Time, the Fifth Third Intermediary Code of Regulations, as in effect immediately prior to the Second Step Effective Time, shall be the Code of Regulations of the Surviving Entity until thereafter amended in accordance with applicable law.

Second Step Merger. (a) Subject to the terms and conditions of this Agreement, immediately Immediately following the Effective Time, at in accordance with the Second Step Effective TimeMaryland General Corporation Law (the “MGCL”) and the DGCL, Comerica Holdings BANC shall cause the Surviving Entity to be merged with and into BANC in the Second Step Merger, with BANC surviving the Second Step Merger as the Surviving Corporation and continuing its existence under the Laws of the State of Maryland, and the separate corporate existence of the Surviving Entity ceasing as of the Second Effective Time. In furtherance of the foregoing, BANC shall cause to be filed with the Department of Assessments and Taxation of the State of Maryland (the “Second Step Merger,” and together with the MergerMaryland Department”), the “Mergers”) in accordance with the OGCL and MGCL, articles of merger (the DGCL. The Surviving Corporation shall be the surviving corporation in “Articles of Merger”) relating to the Second Step Merger and shall continue its corporate existence under the laws of the State of Ohio. Upon consummation of the Second Step Merger, the separate corporate existence of Comerica Holdings will cease. At and after the Second Step Effective Time, the Second Step Merger shall have the effects set forth in the applicable provisions of the DGCL and OGCL. (b) Subject to the terms and conditions of this Agreement, on or before the Closing Date, the parties will cause a certificate of merger with respect to the Second Step Merger to be filed with the Delaware Secretary and Secretary, in accordance with the DGCL, a certificate of ownership and merger relating to be filed the Second Step Merger (the “Second Certificate of Merger” and, together with the Ohio Secretary (collectivelyCertificate of Merger, the “Second Step Certificates of MergerDelaware Merger Certificates”) to effect the Second Step Merger). The Second Step Merger shall take place become effective at the such time specified in the Second Step Certificates Articles of Merger and the Second Certificate of Merger in accordance with the relevant provisions of the MGCL and the DGCL (such time hereinafter referred to as the “Second Step Effective Time”). (cb) At the Second Step Effective Time, by virtue of the Second Step Merger and without any action on the part of Fifth Third, Fifth Third Intermediary, Comerica, Comerica Holdings BANC or the holder of any securities of Fifth Third, Fifth Third Intermediary, Comerica or Comerica HoldingsSurviving Entity, each share of common stock, no par value, of the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of BANC, the Surviving Entity or any other person, other than the filing of a certificate of designation with the Delaware Secretary, each share of the PACW Preferred Stock issued and outstanding immediately prior to the Second Effective Time shall be converted into the right to receive one share of a newly created series of preferred stock of BANC having such powers, preferences and rights, and such qualifications, limitations and restrictions thereof, taken as a whole, that are not materially less favorable to the holders of the PACW Preferred Stock immediately prior to the Second Effective Time (all shares of such newly created series or preferred stock, collectively, the “New BANC Preferred Stock”) and, upon such conversion, the PACW Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Second Effective Time. (d) At and after the Second Effective Time, each share of BANC Common Stock, Class B Non-Voting Common Stock, par value $0.01 per share, of Comerica Holdings that is BANC (the “BANC Non-Voting Common Stock”) and Non-Voting Common Equivalent Stock issued and outstanding immediately prior to the Second Step Effective Time, Time shall automatically be cancelled and retired for no consideration and shall cease to exist. (d) The shares of Fifth Third Intermediary stock remain an issued and outstanding immediately prior to the Second Step Effective Time share of BANC Common Stock, BANC Non-Voting Common Stock and Non-Voting Common Equivalent Stock, respectively, and shall not be affected by the Second Step Merger, and, accordingly, each share of Fifth Third Intermediary stock issued and outstanding immediately prior to the Second Step Effective Time shall, at and after the Second Step Effective Time, remain issued and outstanding; it being understood that upon the Second Step Effective Time, the common BANC Common Stock, including the shares issued to former holders of PACW Common Stock and the shares of BANC Common Stock and Non-Voting Common Equivalent Stock issued in the Equity Financing, shall be the capital stock of the Surviving Corporation shall be the common stock of the Surviving EntityCorporation. (e) At the Second Step Effective Time, the Fifth Third Intermediary Second Articles of Restatement of BANC (the “BANC Articles”), as in effect immediately prior to the Second Step Effective Time, shall be the Second Articles of Incorporation Restatement of the Surviving Entity Corporation until thereafter amended in accordance with applicable law. (f) At the Second Step Effective Time, the Fifth Third Intermediary Code Sixth Amended and Restated Bylaws of RegulationsBANC (the “BANC Bylaws”), as in effect immediately prior to the Second Step Effective Time, shall be the Code of Regulations Sixth Amended and Restated Bylaws of the Surviving Entity Corporation until thereafter amended in accordance with applicable law. (g) At the Second Effective Time, the officers and directors of BANC as of immediately following the Effective Time (including as provided in Section 6.12) shall be the officers and directors of the Surviving Corporation.

Second Step Merger. (a) Subject to the terms and conditions of this Agreement, immediately Immediately following the Effective Time, at in accordance with the Second Step Effective TimeWashington Business Corporation Act (the “WBCA”) and the DGCL, Comerica Holdings Parent shall cause the Surviving Corporation to be merged with and into the Surviving Corporation (the “Second Step Merger,” and together with the Merger, the “Mergers”) in accordance with the OGCL and the DGCL. The Surviving Corporation shall be the surviving corporation Parent in the Second Step Merger, with Parent surviving the Second Step Merger as the Surviving Entity and shall continue continuing its corporate existence under the laws of the State of Ohio. Upon consummation of the Second Step MergerWashington, and the separate corporate existence of Comerica Holdings will cease. At and after the Surviving Corporation ceasing as of the Second Step Effective Time. In furtherance of the foregoing, Parent shall cause to be filed with the Secretary of State of the State of Washington (the “Washington Secretary”), in accordance with the WBCA, articles of merger (the “Second Step Merger shall have the effects set forth in the applicable provisions Articles of the DGCL and OGCL. (bMerger”) Subject to the terms and conditions of this Agreement, on or before the Closing Date, the parties will cause a certificate of merger with respect relating to the Second Step Merger and shall cause to be filed with the Delaware Secretary and Secretary, in accordance with the DGCL, a certificate of merger relating to be filed with the Ohio Secretary Second Step Merger (collectively, the “Second Step Certificates Certificate of Merger”) to effect the Second Step Merger). The Second Step Merger shall take place become effective at the such time specified in the Second Step Certificates Articles of Merger and the Second Step Certificate of Merger in accordance with the relevant provisions of the WBCA and the DGCL (such time hereinafter referred to as the “Second Step Effective Time”). (cb) At the Second Step Effective Time, by virtue of the Second Step Merger and without any action on the part of Fifth Third, Fifth Third Intermediary, Comerica, Comerica Holdings Parent or the holder of any securities of Fifth Third, Fifth Third Intermediary, Comerica or Comerica HoldingsSurviving Corporation, each share of common stock, par value $0.01 per share, of Comerica Holdings that is the Surviving Corporation shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At and after the Second Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Second Step Effective Time, Time shall automatically be cancelled and retired for no consideration and shall cease to exist. (d) The shares of Fifth Third Intermediary stock remain an issued and outstanding immediately prior to the Second Step Effective Time share of Parent Common Stock and shall not be affected by the Second Step Merger, and, accordingly, each share of Fifth Third Intermediary stock issued and outstanding immediately prior to the Second Step Effective Time shall, at and after the Second Step Effective Time, remain issued and outstanding; it being understood that upon the Second Step Effective Time, the common stock Parent Common Stock, including the shares issued to former holders of the Surviving Corporation Company Common Stock, shall be the common stock of the Surviving Entity. (ed) At the Second Step Effective Time, the Fifth Third Intermediary Restated Articles of Incorporation of Parent (the “Parent Articles, as in effect immediately prior to the Second Step Effective Time, ”) shall be the Articles of Incorporation of the Surviving Entity until thereafter amended in accordance with applicable lawLaw. (fe) At the Second Step Effective Time, the Fifth Third Intermediary Code Bylaws of Regulations, as in effect immediately prior to Parent (the Second Step Effective Time, “Parent Bylaws”) shall be the Code of Regulations Bylaws of the Surviving Entity until thereafter amended in accordance with applicable lawLaw. (f) At the Second Effective Time, the officers and directors of Parent as of immediately following the Effective Time (including, for the avoidance of doubt, with respect to the appointment of the Company Designated Directors to the Parent Board as provided in Section 6.19) shall be the officers and directors of the Surviving Entity.

Second Step Merger. (a) Subject to the terms and conditions of this Agreement, immediately Immediately following the Effective Time, at in accordance with the Second Step Effective TimeWashington Business Corporation Act (the “WBCA”) and the OBCA, Comerica Holdings Columbia shall cause the Surviving Entity to be merged with and into the Surviving Corporation (the “Second Step Merger,” and together with the Merger, the “Mergers”) in accordance with the OGCL and the DGCL. The Surviving Corporation shall be the surviving corporation Columbia in the Second Step Merger, with Columbia surviving the Second Step Merger as the Surviving Corporation and shall continue continuing its corporate existence under the laws of the State of Ohio. Upon consummation of the Second Step MergerWashington, and the separate corporate existence of Comerica Holdings will cease. At and after the Surviving Entity ceasing as of the Second Step Effective Time, the Second Step Merger shall have the effects set forth in the applicable provisions . In furtherance of the DGCL and OGCL. foregoing, Columbia shall cause to be filed with the Secretary of State of the State of Washington (b) Subject to the terms and conditions of this Agreement“Washington Secretary”), on or before in accordance with the Closing DateWBCA, the parties will cause a certificate articles of merger with respect (the “Washington Articles of Merger”) relating to the Second Step Merger and shall cause to be filed with the Delaware Secretary and a certificate Oregon Secretary, in accordance with the OBCA, articles of merger relating to be filed with the Ohio Secretary Second Step Merger (collectively, the “Second Step Certificates Oregon Articles of Merger”) to effect the Second Step Merger). The Second Step Merger shall take place become effective at the such time specified in the Second Step Certificates Washington Articles of Merger and the Oregon Articles of Merger in accordance with the relevant provisions of the WBCA and the OBCA (such time hereinafter referred to as the “Second Step Effective Time”). (cb) At the Second Step Effective Time, by virtue of the Second Step Merger and without any action on the part of Fifth Third, Fifth Third Intermediary, Comerica, Comerica Holdings Columbia or the holder of any securities of Fifth Third, Fifth Third Intermediary, Comerica or Comerica HoldingsSurviving Entity, each share of common stock, no par value $0.01 per sharevalue, of Comerica Holdings that is the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At and after the Second Effective Time, each share of Columbia Common Stock issued and outstanding immediately prior to the Second Step Effective Time, Time shall automatically be cancelled and retired for no consideration and shall cease to exist. (d) The shares of Fifth Third Intermediary stock remain an issued and outstanding immediately prior to the Second Step Effective Time share of Columbia Common Stock and shall not be affected by the Second Step Merger, and, accordingly, each share of Fifth Third Intermediary stock issued and outstanding immediately prior to the Second Step Effective Time shall, at and after the Second Step Effective Time, remain issued and outstanding; it being understood that upon the Second Step Effective Time, the common stock Columbia Common Stock, including the shares issued to former holders of the Surviving Corporation Umpqua Common Stock, shall be the common stock of the Surviving EntityCorporation. (ed) At the Second Step Effective Time, the Fifth Third Intermediary Amended and Restated Articles of Incorporation of Columbia (the “Columbia Articles”), as in effect amended immediately prior to the Second Step Effective TimeTime as set forth in Exhibit A (such amendment, the “Columbia Articles Amendment”), shall be the Articles of Incorporation of the Surviving Entity Corporation until thereafter amended in accordance with applicable law. (e) At the Second Effective Time, the Bylaws of Columbia (the “Columbia Bylaws”), as amended immediately prior to the Effective Time as set forth in Exhibit B (such amendment, the “Columbia Bylaw Amendment”), shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law. (f) At the Second Step Effective Time, the Fifth Third Intermediary Code officers and directors of RegulationsColumbia as of immediately following the Effective Time (including, for the avoidance of doubt, as provided in effect immediately prior to the Second Step Effective Time, Section 6.12) shall be the Code of Regulations officers and directors of the Surviving Entity until thereafter amended in accordance with applicable lawCorporation.

Second Step Merger. (a) On a date following the Closing Date to be determined by Parent in its sole discretion, Holdco and the Surviving Corporation, respectively, may (if Parent so elects) cause to be filed a certificate of merger with the Delaware Secretary and articles of merger with the Tennessee Secretary with respect to the Second Step Merger (collectively, the “Second Step Certificates of Merger”). The Second Step Merger shall become effective at such time specified in the Second Step Certificates of Merger in accordance with the relevant provisions of the DGCL and TBCA, or at such other time as shall be provided by applicable law (such time, the “Second Step Effective Time”). (b) Subject to the terms and conditions of this Agreement, immediately following in accordance with the Effective TimeDGCL and the TBCA, at the Second Step Effective Time, Comerica Holdings the Surviving Corporation shall be merged merge with and into the Surviving Corporation (the “Second Step Merger,” and together with the Merger, the “Mergers”) in accordance with the OGCL and the DGCLHoldco. The Surviving Corporation Holdco shall be the surviving corporation in the Second Step Merger Merger, and shall continue its corporate existence under the laws of the State of OhioDelaware. Upon consummation of the Second Step Merger, the separate corporate existence of Comerica Holdings will cease. the Surviving Corporation shall terminate. (c) At and after the Second Step Effective Time, the Second Step Merger shall have the effects set forth in the applicable provisions of the DGCL DGCL, the TBCA and OGCLthis Agreement. (b) Subject to the terms and conditions of this Agreement, on or before the Closing Date, the parties will cause a certificate of merger with respect to the Second Step Merger to be filed with the Delaware Secretary and a certificate of merger to be filed with the Ohio Secretary (collectively, the “Second Step Certificates of Merger”) to effect the Second Step Merger. The Second Step Merger shall take place at the time specified in the Second Step Certificates of Merger (the “Second Step Effective Time”). (cd) At the Second Step Effective Time, by virtue of the Second Step Merger and without any action on the part of Fifth ThirdParent, Fifth Third IntermediaryHoldco, Comerica, Comerica Holdings Surviving Corporation or the holder of any securities of Fifth ThirdParent, Fifth Third Intermediary, Comerica Holdco or Comerica HoldingsSurviving Corporation, each share of common stock, par value $0.01 per share, stock of Comerica Holdings the Surviving Corporation that is issued and outstanding immediately prior to the Second Step Effective Time, shall automatically be cancelled and retired for no consideration and shall cease to exist. (de) The shares of Fifth Third Intermediary Holdco stock issued and outstanding immediately prior to the Second Step Effective Time shall not be affected by the Second Step Merger, and, accordingly, each share of Fifth Third Intermediary Holdco stock issued and outstanding immediately prior to the Second Step Effective Time shall, at and after the Second Step Effective Time, remain issued and outstanding; it being understood that upon the Second Step Effective Time, the common stock of the Surviving Corporation shall be the common stock of the Surviving Entity. (ef) At the Second Step Effective Time, by virtue of the Fifth Third Intermediary ArticlesSecond Step Merger and without any action on the part of Parent, Holdco, Merger Sub, Company or the holder of any securities of such companies: (i) each share of Company’s Series B Preferred Stock issued and outstanding immediately prior to the Second Step Effective Time shall automatically be converted into a share of a newly created series of preferred shares of Holdco having powers, preferences and special rights that are not materially less favorable than the Series B Preferred Stock (all shares of each such newly created series, collectively, the “New Holdco Series B Preferred Shares”) and, upon such conversion, the Series B Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time; (ii) each share of Company’s Series C Preferred Stock issued and outstanding immediately prior to the Second Step Effective Time shall automatically be converted into a share of a newly created series of preferred shares of Holdco having powers, preferences and special rights that are not materially less favorable than the Series C Preferred Stock (all shares of each such newly created series, collectively, the “New Holdco Series C Preferred Shares”) and, upon such conversion, the Series C Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time; (iii) each share of Company’s Series D Preferred Stock issued and outstanding prior to the Second Step Effective Time shall automatically be converted into a share of a newly created series of preferred shares of Holdco having powers, preferences and special rights that are identical to the powers, preferences and special rights of the Series D Preferred Stock (all shares of each such newly created series, collectively, the “New Holdco Series D Preferred Shares”) and, upon such conversion, the Series D Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time; (iv) each share of Company’s Series E Preferred Stock issued and outstanding immediately prior to the Second Step Effective Time shall automatically be converted into a share of a newly created series of preferred shares of Holdco having terms that are not materially less favorable than those of the Series E Preferred Stock (all shares of each such newly created series, collectively, the “New Holdco Series E Preferred Shares”) and, upon such conversion, the Series E Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time; and (v) each share of Company’s Series F Preferred Stock issued and outstanding immediately prior to the Second Step Effective Time shall automatically be converted into a share of a newly created series of preferred shares of Holdco having terms that are not materially less favorable than those of the Series F Preferred Stock (all shares of each such newly created series, collectively, the “New Holdco Series F Preferred Shares”, and together with the New Holdco Series B Preferred Shares, the New Holdco Series C Preferred Shares, the New Holdco Series D Preferred Shares and the New Holdco Series E Preferred Shares, the “New Holdco Preferred Shares”) and, upon such conversion, the Series F Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time. (g) The certificate of incorporation and bylaws of the Surviving Corporation shall be the certificate of incorporation and bylaws of Holdco as in effect immediately prior to the Second Step Effective Time, shall be the Articles of Incorporation of the Surviving Entity until thereafter duly amended in accordance with the respective terms thereof and applicable law. (f) At the Second Step Effective Time, the Fifth Third Intermediary Code of Regulations, as in effect immediately prior to the Second Step Effective Time, shall be the Code of Regulations of the Surviving Entity until thereafter amended in accordance with applicable law.

Second Step Merger. (a) Subject to the terms and conditions of this Agreement, immediately Immediately following the Effective Time, at in accordance with the Second Step Effective TimeRevised Statutes of Missouri, Comerica Holdings Chapter 351 (the “RSM”) and the DGCL, UMB shall cause the Surviving Entity to be merged with and into the Surviving Corporation (the “Second Step Merger,” and together with the Merger, the “Mergers”) in accordance with the OGCL and the DGCL. The Surviving Corporation shall be the surviving corporation UMB in the Second Step Merger, with UMB surviving the Second Step Merger as the Surviving Corporation and shall continue continuing its corporate existence under the laws of the State of Ohio. Upon consummation of the Second Step MergerMissouri, and the separate corporate existence of Comerica Holdings will cease. At and after the Surviving Entity shall cease as of the Second Step Effective Time, the Second Step Merger shall have the effects set forth in the applicable provisions . In furtherance of the DGCL and OGCL. foregoing, UMB shall cause to be filed with the Secretary of State of the State of Missouri (b) Subject to the terms and conditions of this Agreement“Missouri Secretary”), on or before in accordance with the Closing DateRSM, the parties will cause a certificate articles of merger with respect relating to the Second Step Merger and shall cause to be filed with the Delaware Secretary and Secretary, in accordance with the DGCL, a certificate of merger relating to be filed with the Ohio Secretary Second Step Merger (collectively, the “Second Step Certificates Merger Articles of Merger”) to effect the Second Step Merger). The Second Step Merger shall take place become effective at the such time specified in the Second Step Certificates Merger Articles of Merger in accordance with the relevant provisions of the RSM and the DGCL, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Second Step Effective Time”). (cb) At the Second Step Effective Time, by virtue of the Second Step Merger and without any action on the part of Fifth Third, Fifth Third Intermediary, Comerica, Comerica Holdings UMB or the Surviving Entity or the holder of any securities of Fifth Third, Fifth Third Intermediary, Comerica UMB or Comerica Holdingsthe Surviving Entity, each share of common stock, par value $0.01 per share, of Comerica Holdings that is the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At and after the Second Effective Time, each share of UMB Common Stock issued and outstanding immediately prior to the Second Step Effective Time, Time shall automatically be cancelled and retired for no consideration and shall cease to exist. (d) The shares of Fifth Third Intermediary stock remain an issued and outstanding immediately prior to the Second Step Effective Time share of UMB Common Stock and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, andthe UMB Common Stock, accordinglyincluding the shares issued to former holders of HTLF Common Stock, shall be the common stock of the Surviving Corporation. (d) At and after the Second Effective Time, each share of Fifth Third Intermediary stock UMB Series A Preferred Stock issued and outstanding immediately prior to the Second Step Effective Time shall, at shall remain an issued and after outstanding share of UMB Series A Preferred Stock and shall not be affected by the Second Step Effective Time, remain issued and outstandingMerger; it being understood that upon the Second Step Effective Time, the common UMB Series A Preferred Stock issued to former holders of HTLF Series E Preferred Stock shall be the preferred stock of the Surviving Corporation shall be the common stock of the Surviving EntityCorporation. (e) At the Second Step Effective Time, the Fifth Third Intermediary ArticlesAmended and Restated Articles of Incorporation of UMB, as in effect amended immediately prior to the Second Step Effective TimeTime as set forth in Exhibit A (such amendment, the “UMB Articles Amendment”), shall be the Articles articles of Incorporation incorporation of the Surviving Entity Corporation until thereafter amended in accordance with applicable law. (f) At the Second Step Effective Time, the Fifth Third Intermediary Code of RegulationsUMB Bylaws, as in effect immediately prior to the Second Step Effective Time, shall be the Code of Regulations bylaws of the Surviving Entity Corporation until thereafter amended in accordance with applicable law. (g) At the Second Effective Time, the officers and directors of UMB as of immediately following the Effective Time (including, for the avoidance of doubt, as provided in Section 6.12) shall be the officers and directors of the Surviving Corporation.

Second Step Merger. (a) Subject to the terms and conditions of this Agreement, immediately Immediately following the Effective Time, at in accordance with the Second Step Effective TimeRevised Statutes of Missouri, Comerica Holdings Chapter 351 (the “RSM”) and the DGCL, UMB shall cause the Surviving Entity to be merged with and into the Surviving Corporation (the “Second Step Merger,” and together with the Merger, the “Mergers”) in accordance with the OGCL and the DGCL. The Surviving Corporation shall be the surviving corporation UMB in the Second Step Merger, with UMB surviving the Second Step Merger as the Surviving Corporation and shall continue continuing its corporate existence under the laws of the State of Ohio. Upon consummation of the Second Step MergerMissouri, and the separate corporate existence of Comerica Holdings will cease. At and after the Surviving Entity shall cease as of the Second Step Effective Time, the Second Step Merger shall have the effects set forth in the applicable provisions . In furtherance of the DGCL and OGCL. foregoing, UMB shall cause to be filed with the Secretary of State of the State of Missouri (b) Subject to the terms and conditions of this Agreement“Missouri Secretary”), on or before in accordance with the Closing DateRSM, the parties will cause a certificate articles of merger with respect relating to the Second Step Merger and shall cause to be filed with the Delaware Secretary and Secretary, in accordance with the DGCL, a certificate of merger relating to be filed with the Ohio Secretary Second Step Merger (collectively, the “Second Step Certificates Merger Articles of Merger”) to effect the Second Step Merger). The Second Step Merger shall take place become effective at the such time specified in the Second Step Certificates Merger Articles of Merger in accordance with the relevant provisions of the RSM and the DGCL, or at such other time as shall be provided by applicable law (such time hereinafter referred to as the “Second Step Effective Time”). (cb) At the Second Step Effective Time, by virtue of the Second Step Merger and without any action on the part of Fifth Third, Fifth Third Intermediary, Comerica, Comerica Holdings UMB or the Surviving Entity or the holder of any securities of Fifth Third, Fifth Third Intermediary, Comerica UMB or Comerica Holdingsthe Surviving Entity, each share of common stock, par value $0.01 per share, of Comerica Holdings that is the Surviving Entity shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At and after the Second Effective Time, each share of UMB Common Stock issued and outstanding immediately prior to the Second Step Effective Time, Time shall automatically be cancelled and retired for no consideration and shall cease to exist. (d) The shares of Fifth Third Intermediary stock remain an issued and outstanding immediately prior to the Second Step Effective Time share of UMB Common Stock and shall not be affected by the Second Step Merger; it being understood that upon the Second Effective Time, andthe UMB Common Stock, accordinglyincluding the shares issued to former holders of HTLF Common Stock, shall be the common stock of the Surviving Corporation. (d) At and after the Second Effective Time, each share of Fifth Third Intermediary stock UMB Series A Preferred Stock issued and outstanding immediately prior to the Second Step Effective Time shall, at shall remain an issued and after outstanding share of UMB Series A Preferred Stock and shall not be affected by the Second Step Effective Time, remain issued and outstandingMerger; it being understood that upon the Second Step Effective Time, the common UMB Series A Preferred Stock issued to former holders of HTLF Series E Preferred Stock shall be the preferred stock of the Surviving Corporation shall be the common stock of the Surviving EntityCorporation. (e) At the Second Step Effective Time, the Fifth Third Intermediary ArticlesAmended and Restated Articles of Incorporation of UMB, as in effect amended immediately prior to the Second Step Effective TimeTime as set forth in Exhibit A (such amendment, the “UMB Articles Amendment”), shall be the Articles articles of Incorporation incorporation of the Surviving Entity Corporation until thereafter amended in accordance with applicable law. (f) At the Second Step Effective Time, the Fifth Third Intermediary Code of RegulationsUMB Bylaws, as in effect immediately prior to the Second Step Effective Time, shall be the Code of Regulations bylaws of the Surviving Entity Corporation until thereafter amended in accordance with applicable law. (g) At the Second Effective Time, the officers and directors of UMB as of immediately following the Effective Time (including, for the avoidance of doubt, as provided in ‎Section 6.12) shall be the officers and directors of the Surviving Corporation.