Form of 3.00% Senior Notes due 2015



 Exhibit 4.2 

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. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY IS NOT A
DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL OR OTHER GOVERNMENTAL AGENCY. 
  

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 COMERICA INCORPORATED 

3.00% SENIOR NOTES DUE 2015 
  

			
	No. R-1	  	$300,000,000

 CUSIP 200340AN7

 ISIN US200340AN73 

Common Code 048779239 

Comerica Incorporated, a corporation duly organized and existing under the laws of the State of Delaware (herein called the
“Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS
($300,000,000) on September 16, 2015, and to pay interest thereon from September 16, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 16 and
September 16 in each year, commencing March 16, 2011, at the rate of 3.00% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture. 
 Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the
office or agency of the Company maintained for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place. 
  

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 Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
  

									
	Dated: September 16, 2010	 		 	COMERICA INCORPORATED
				
	 (SEAL)
	 		 	By:	 	  

		 		 		 	Name:	 	Elizabeth S. Acton
		 		 		 	Title:	 	 Executive Vice President and

Chief Financial Officer



Attest: 
  

					
	By:	 	  

		 	Name:	 	Jon W. Bilstrom
		 	Title:	 	Executive Vice President –
		 		 	Governance, Regulatory Relations
		 		 	and Legal Affairs, and Secretary


Trustee’s Certificate of Authentication 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

        as Trustee 

 

					
		 	By:	 	  

		 		 	Authorized Officer

  

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 COMERICA INCORPORATED 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be
issued in one or more series under an indenture, dated as of July 15, 2007 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon, as
trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $300,000,000; provided the Company may, without the giving of notice or seeking of consent of holders of the Securities, issue additional Securities having the same ranking and the same
interest rate, maturity and other terms as the Securities, which additional Securities will, together with the existing Securities, constitute a single series of debt securities under the Indenture. 

If any Interest Payment Date, other than the maturity date, falls on a day that is not a Business Day (as defined below), the interest
payment will be postponed to the next succeeding Business Day, but such payment shall be treated as having been made on the Interest Payment Date with the same force and effect as if made on the Interest Payment Date and Holders will not be entitled
to any further interest or other payments with respect to any such postponement. If the maturity date of this Security falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day
with the same force and effect as if made on the maturity date and Holders will not be entitled to any further interest or other payments with respect to such postponement. “Business Day” means any day, other than a Saturday, a Sunday or a
day in the City of New York on which banking institutions are authorized or obligated by law or executive order to close. 
 The
Security is not subject to redemption prior to maturity. 
 The Indenture contains provisions for (a) defeasance at any
time of the entire indebtedness evidenced by this Security along with the obligations of the Company, subject, in each case, to the exceptions set forth in Section 13.2 of the Indenture and (b) defeasance with respect to the obligations of
the Company set forth in Article VIII of the Indenture, in each case of (a) and (b) upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 

The Event of Default specified in Section 5.1(2) shall be deemed to have occurred upon default in the payment of the principal of
(or premium, if any, on) any Security of this series when due at Maturity, by declaration or otherwise, anything in the Indenture or herein to the contrary notwithstanding. 

The Event of Default specified in Section 5.1(4) of the Indenture will not be deemed to have occurred unless such default or breach
continues for a period of 90 days 
  

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after the giving of notice in the form and manner provided for therein, anything in the Indenture or herein to the contrary notwithstanding. 

If an Event of Default specified in Section 5.1(1), Section 5.1(2) (as modified herein) or, with respect to the performance of
any covenant or agreement with respect to Securities of this series, Section 5.1(4) of the Indenture (as modified herein), then and in each and every such case, so long as such Event of Default occurs and is continuing and shall not have been
remedied or waived to the extent permitted by the terms of the Indenture, unless the principal of all of the Securities of this series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of this series, voting as a single class, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of all the Securities of this series and the interest accrued
thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in the Indenture or herein to the contrary notwithstanding. 

If an Event of Default specified in Section 5.1(4) of the Indenture (as modified herein) with respect to all series of Securities,
then and in each and every such case, so long as such Event of Default occurs and is continuing and shall not have been remedied or waived to the extent permitted by the terms of the Indenture, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of all Securities then Outstanding, voting as a single class, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of all the Securities and the interest accrued
thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in the Indenture or herein to the contrary notwithstanding. 

If an Event of Default specified in Section 5.1(5) or (6) occurs and is continuing, then the principal amount of and any
accrued and unpaid interest on this series of Securities shall immediately become due and payable without any declaration or other act on the part of the Trustee or any Holder. 

The foregoing provisions, however, are subject to the condition that if, at any time after the principal of the Securities of this series
shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as provided in the Indenture, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay in the currency in which the Securities of this series are payable all overdue installments of interest upon all of the Securities of this series and the principal of and premium, if any, on any and all Securities of this series
which shall have become due otherwise than by such declaration (with interest on overdue installments of interest to the extent that payment of such interest is enforceable under applicable law and on such principal and premium, if any, at the rate
borne by the Securities of this series) and the amounts due to the Trustee (subject to Section 6.7 of the Indenture), and any and all defaults under the Indenture, other than the nonpayment of principal of and accrued interest (and premium, if
any) on Securities of this series, shall 
  

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have been cured or shall have been waived in accordance with Section 5.13 of the Indenture or provision deemed by the Trustee to be adequate shall have been made therefor — then and in
every such case the Holders of at least a majority in aggregate principal amount of the Securities of the series then Outstanding, by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences; but
no such rescission and annulment shall affect any subsequent default, or shall impair any right consequent thereon. The Trustee may withhold notice to the Holders of the Securities of any default if the Trustee considers it in the interest of the
Holders to do so; provided that the Trustee may not withhold notice of a default in the payment of principal of, interest on or any other amounts due under, such Securities. The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by the Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable indemnity against expenses and liabilities which might be incurred by it in compliance with such
request or direction. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be affected. In addition to the other types of amendments or modifications set forth in Section 9.2 in the Indenture, any change in the method in which amounts of
payments of principal, interest or other amounts are determined on any Security shall require the consent of the Holders of each Outstanding Security affected thereby. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security. 
 No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer
of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

 

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 The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge and any other expenses then payable. 
 Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 In addition to
the other requirements set forth in Section 8.1 of the Indenture, in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a United States
corporation. 
 If (1) the Depositary notifies the Company that it is no longer willing or able to act as a depository or
clearing system for the Securities or the Depositary ceases to be registered or in good standing under the Exchange Act, and a successor depository or clearing system is not appointed within 90 days after the Company has received notice or become
aware of this condition, (2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Securities in certificated form under the Indenture or (3) upon the occurrence and continuation of an
Event of Default, then, upon surrender by the Depositary of the Global Security, certificated Securities will be issued to each person that the Depositary identifies as the owner of the Securities represented by the Global Securities. Upon any such
issuance, the Trustee is required to register the certificated Securities in the name of the Person or Persons or the nominee of any of these Persons and cause the same to be delivered to these Persons. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

 

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 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations: 
 TEN COM – as tenants in common 

TEN ENT – as tenants by the entireties 

JT TEN – as joint tenants with right of survivorship and not as tenants in common 

 

					
	UNIF GIFT MIN ACT -	 	  
	  	
		 	            (Minor)	  	


					
			
	                        Custodian	 	  
	  	
		 	                         (Cust)	  	

  

							
			
	                            
    Under Uniform Gifts to Minors Act	 	  
	 	
		 		 	(State)	 	

 Additional abbreviations may also be used though not in the above list. 

 

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 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 

I or we assign and transfer this Security to: 

                        
                                         
                                         
                                         
                                         
                                     

(Insert assignee’s social security or tax I.D. no.) 

                        
                                         
                                         
                                         
                                         
                                     

                        
                                         
                                         
                                         
                                         
                                     

                        
                                         
                                         
                                         
                                         
                                     

                        
                                         
                                         
                                         
                                         
                                     

(Print or type assignee’s name, address and zip code) 

and irrevocably appoint
                         as agent to transfer this Security on the books of the Company. The agent may substitute another
to act for him. 

                        
                                         
                                         
                                         
                                         
                                     

Your 

Signature:                       
                                         
                                         
                                         
                                         
              
 (Sign exactly as your name appears on the
other side of this Security) 

Your Name:                      
                                         
                                         
                                         
                                         
           
 Date:
                     

Signature Guarantee:                     
                                         
                                         
                                         
                                * 

 

	*	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.


  

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