EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 2nd, 2000 • Comerica Inc /New/ • National commercial banks • California
COMERICA CAPITAL TRUST I ("COMPANY")Terms Agreement • July 31st, 2001 • Comerica Inc /New/ • National commercial banks
July 25, 2001 COMERICA CAPITAL I COMERICA CAPITAL II PREFERRED SECURITIES FULLY AND UNCONDITIONALLY GUARANTEED BY COMERICA INCORPORATED UNDERWRITING AGREEMENT 1. Introductory. Comerica Incorporated, a Delaware corporation (the "COMPANY"), proposes to...Underwriting Agreement • July 31st, 2001 • Comerica Inc /New/ • National commercial banks • New York
Exhibit 10.2 EMPLOYMENT AGREEMENT (EXEC. OFF.) AGREEMENT, dated as of the ________ day of _______, ____, by and between COMERICA INCORPORATED, a Delaware corporation (the "Company"), and [FIELD](name (caps))(the "Executive") who resides at...Employment Agreement • November 3rd, 2005 • Comerica Inc /New/ • National commercial banks • Delaware
AND CCF S.A. ANDAgreement • November 3rd, 2005 • Comerica Inc /New/ • National commercial banks • England and Wales
1 EXHIBIT 4.2 GUARANTEE AGREEMENT DATED AS OF JULY 31, 2001 BY AND BETWEENGuarantee Agreement • July 31st, 2001 • Comerica Inc /New/ • National commercial banks • New York
EXHIBIT 4.1 COMERICA INCORPORATED TO JPMORGAN CHASE BANK, TRUSTEE SUBORDINATED DEBT SECURITIES INDENTURE DATED AS OF MAY 1, 2003 TABLE OF CONTENTSIndenture • May 6th, 2003 • Comerica Inc /New/ • National commercial banks • New York
Comerica Incorporated 22,857,143 Shares of Common Stock Underwriting AgreementComerica Inc /New/ • March 12th, 2010 • National commercial banks • New York
Comerica Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 22,857,143 shares (the “Underwritten Shares”) of the Company’s common stock, par value $ 5.00 per share (the “Common Stock”) and, at the option of the Underwriters, up to an additional 2,285,715 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
EXHIBIT 1.1 COMERICA INCORPORATED UNDERWRITING AGREEMENT Dated the date set forth in Schedule I hereto Citigroup Global Markets Inc. As representative of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New...Underwriting Agreement • May 6th, 2003 • Comerica Inc /New/ • National commercial banks • New York
INDENTURE Dated as of July 31, 2001Comerica Inc /New/ • July 31st, 2001 • National commercial banks • New York
Comerica Incorporated Underwriting AgreementComerica Inc /New/ • January 30th, 2024 • 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”), $1,000,000,000 aggregate principal amount of its 5.982% Fixed-to-Floating Rate Senior Notes due 2030 (the “Securities”) to be issued under an indenture, dated as of May 23, 2014, as supplemented by the first supplemental indenture, dated January 30, 2024 (as so supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
Comerica Incorporated Senior Notes due 2015 Underwriting Agreement September 13, 2010Underwriting 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”).
Exhibit (10.12) - Amendment to Severance Agreement with Michael T. Monahan AMENDMENT TO SEVERANCE AGREEMENT This Amendment dated August 17, 1998 (the "Amendment") between Comerica Incorporated, a Delaware corporation (together with its subsidiaries...Severance Agreement • November 13th, 1998 • Comerica Inc /New/ • National commercial banks
1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT AGREEMENT by and between Comerica Incorporated, a Delaware corporation (the "Company") and Ralph W. Babb, Jr. (the "Executive"), is made and shall be effective as of the 1st day of June, 1995. Section 1....Employment Agreement • March 29th, 1996 • Comerica Inc /New/ • State commercial banks • Michigan
EMPLOYMENT AGREEMENT (SVP)Employment Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks • Delaware
AGREEMENT, dated as of the ___ day of , 20 , by and between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and (the “Executive”).
WARRANT AGREEMENT Dated as of May 6, 2010 between COMERICA INCORPORATED and WELLS FARGO BANK, N.A. as Warrant Agent Warrants for Common StockWarrant Agreement • May 7th, 2010 • Comerica Inc /New/ • National commercial banks • New York
WARRANT AGREEMENT dated as of May 6, 2010 (this “Agreement”), between COMERICA INCORPORATED (the “Company”) and WELLS FARGO BANK, N.A. as Warrant Agent (the “Warrant Agent”).
11,479,592 Warrants Comerica Incorporated UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2010 • Comerica Inc /New/ • National commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 11,479,592 warrants (the “Warrants”) of Comerica Incorporated, a Delaware corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $5.00 par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
CHANGE OF CONTROL EMPLOYMENT AGREEMENT (BE2 - BE3)Change of Control Employment Agreement • February 11th, 2020 • Comerica Inc /New/ • National commercial banks • Delaware
CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the ____ day of ___________, 20___ (this “Agreement”), by and between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and ________________________ (the “Executive”).
CHANGE OF CONTROL EMPLOYMENT AGREEMENT (BE2-BE3)Change of Control Employment Agreement • November 21st, 2008 • Comerica Inc /New/ • National commercial banks • Delaware
CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the day of , 20 (this “Agreement”), by and between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and (the “Executive”).
Comerica Incorporated Floating Rate Senior Notes due 2010 Underwriting AgreementComerica Inc /New/ • July 27th, 2007 • 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”), $150,000,000 of its Floating Rate Senior Notes due 2010 (the “Securities”) to be issued under an indenture, dated as of July 15, 2007 between the Company and The Bank of New York, as trustee (the “Trustee”).
DEPOSIT AGREEMENT among COMERICA INCORPORATED, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 26, 2020Deposit Agreement • May 26th, 2020 • Comerica Inc /New/ • National commercial banks • New York
DEPOSIT AGREEMENT dated as of May 26, 2020, among (i) Comerica Incorporated, a Delaware corporation, (ii) Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, and (iii) the Holders from time to time of the Receipts described herein.
COMERICA INCORPORATED Comerica Tower at Detroit Center 500 Woodward Detroit, Michigan 48226Comerica Inc /New/ • March 31st, 1997 • National commercial banks
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, 2007Guarantee Agreement • February 21st, 2007 • Comerica Inc /New/ • National commercial banks • 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”).
RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTRestrictive Covenants and General Release Agreement • May 17th, 2022 • Comerica Inc /New/ • National commercial banks • Texas
THIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into on May 12, 2022 between John D. Buchanan (hereafter “Executive”) and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as “Comerica”). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive’s employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.
CHANGE OF CONTROL EMPLOYMENT AGREEMENT (BE4 AND HIGHER)Change of Control Employment Agreement • February 25th, 2010 • Comerica Inc /New/ • National commercial banks • Delaware
CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the day of , 20 (this “Agreement”), by and between COMERICA INCORPORATED, a Delaware corporation (the “Company”), and (the “Executive”).
SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTComerica Incorporated • February 15th, 2018 • Comerica Inc /New/ • National commercial banks • Delaware
THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Award Recipient”) is effective as of XXXXXX (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company will provide a copy of the Plan to the Award Recipient upon request.
EXHIBIT 4.2 THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL OR OTHER GOVERNMENTAL AGENCY. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND...Comerica Inc /New/ • May 6th, 2003 • National commercial banks
COMERICA INCORPORATED SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTComerica Incorporated • January 25th, 2023 • Comerica Inc /New/ • National commercial banks
THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company shall provide a copy of the Plan to the Participant upon request.
EXHIBIT - (10.2) - Supplemental Pension and Retiree Medical Agreement dated May 29, 1998 between the Corporation and Ralph W. Babb SUPPLEMENTAL PENSION AND RETIREE MEDICAL AGREEMENT -------------------------------------------------- AGREEMENT by and...Comerica Inc /New/ • August 6th, 1998 • National commercial banks
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 15th, 2017 • Comerica Inc /New/ • National commercial banks
THIS AGREEMENT (the "Agreement") between Comerica Incorporated (the "Company") and NAME (the “Award Recipient”) is effective as of GRANT DATE (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the "Plan"). The Company will provide a copy of the Plan to the Award Recipient upon request.
NON-QUALIFIED STOCK OPTION AGREEMENTComerica Incorporated • February 15th, 2017 • Comerica Inc /New/ • National commercial banks
THIS AGREEMENT, dated as of GRANT DATE (the “Grant Date”) is between Comerica Incorporated (the “Company”) and NAME (the “Optionee”). Unless otherwise defined herein, capitalized terms used herein are defined in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the “Plan”). A copy of the Plan will be provided to the Optionee upon request.
ContractComerica Inc /New/ • August 1st, 2019 • 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.
RESTRICTED STOCK AWARD AGREEMENTComerica Incorporated • February 21st, 2012 • Comerica Inc /New/ • National commercial banks
THIS AGREEMENT (the “Agreement”) between Comerica Incorporated (the “Company”) and NAME (the “Award Recipient”) is effective as of GRANT DATE (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the “Plan”). The Company will provide a copy of the Plan to the Award Recipient upon request.
RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTRestrictive Covenants and General Release Agreement • August 1st, 2006 • Comerica Inc /New/ • National commercial banks • Michigan
THIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into on March 13, 2006 between John D. Lewis (hereafter “Executive”) and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as “Comerica”). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive’s employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Section 14 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.
COMERICA INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENTComerica Incorporated • February 28th, 2024 • Comerica Inc /New/ • National commercial banks
THIS AGREEMENT (this “Agreement”) between Comerica Incorporated (the “Company”) and XXXXXX (the “Participant”) is effective as of XXXXXX (the “Effective Date”) and vesting will commence as of XXXXXX (the “ Commencement Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2018 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company shall provide a copy of the Plan to the Participant upon request.
