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FORWARD-LOOKING
STATEMENTS Any statements in this communication that are not historical facts
are forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. Words such as "anticipates,"
"believes," "feels," "expects,"
"estimates," "seeks," "strives,"
"plans," "intends," "outlook," "forecast,"
"position," "target," "mission,"
"assume," "achievable," "potential,"
"strategy," "goal," "aspiration," opportunity,
initiative, "outcome," "continue," "remain,"
"maintain," "trend," "objective," pending,
looks forward and variations of such words and similar expressions, or
future or conditional verbs such as "will," "would,"
"should," "could," "might," "can,"
"may" or similar expressions, as they relate to Comerica or its
management, are intended to identify forward-looking statements. These
forward-looking statements are predicated on the beliefs and assumptions of
Comericas management based on information known to Comericas management as
of the date of this communication and do not purport to speak as of any other
date. Forward-looking statements may include descriptions of plans and
objectives of Comericas management for future or past operations, products
or services, and forecasts of Comericas revenue, earnings or other measures
of economic performance, including statements of profitability, business
segments and subsidiaries, estimates of credit trends and global stability.
Such statements reflect the view of Comericas management as of this date
with respect to future events and are subject to risks and uncertainties.
Should one or more of these risks materialize or should underlying beliefs or
assumptions prove incorrect, Comericas actual results could differ
materially from those discussed. Factors that could cause or contribute to
such differences are changes in general economic, political or industry
conditions and related credit and market conditions; changes in trade,
monetary and fiscal policies, including the interest rate policies of the
Federal Reserve Board; adverse conditions in the capital markets; the
interdependence of financial service companies; changes in regulation or
oversight, including the effects of recently enacted legislation, actions
taken by or proposed by the U.S. Treasury, the Board of Governors of the
Federal Reserve System, the Texas Department of Banking and the Federal
Deposit Insurance Corporation, legislation or regulations enacted in the
future, and the impact and expiration of such legislation and regulatory
actions; unfavorable developments concerning credit quality; the proposed
acquisition of Sterling Bancshares, Inc. (Sterling), or any future
acquisitions; the effects of more stringent capital or liquidity
requirements; declines or other changes in the businesses or industries in
which Comerica has a concentration of loans, including, but not limited to,
the automotive production industry and the real estate business lines; the
implementation of Comericas strategies and business models, including the
anticipated performance of any new banking centers; Comericas ability to
utilize technology to efficiently and effectively develop, market and deliver
new products and services; operational difficulties or information security
problems; changes in the financial markets, including fluctuations in
interest rates and their impact on deposit pricing; the entry of new
competitors in Comericas markets; changes in customer borrowing, repayment,
investment and deposit practices; managements ability to maintain and expand
customer relationships; managements ability to retain key officers and
employees; the impact of legal and regulatory proceedings; the effectiveness
of methods of reducing risk exposures; the effects of war and other armed
conflicts or acts of terrorism and the effects of catastrophic events
including, but not limited to, hurricanes, tornadoes, earthquakes, fires,
droughts and floods. Comerica cautions that the foregoing list of factors is
not exclusive. For discussion of factors that may cause actual results to
differ from expectations, please refer to our filings with the Securities and
Exchange Commission (the SEC). In particular, please refer to Item 1A.
Risk Factors beginning on page 16 of Comericas Annual Report on Form 10-K
for the year ended December 31, 2010. Forward-looking statements speak only
as of the date they are made. Comerica does not undertake to update
forward-looking statements to reflect facts, circumstances, assumptions or
events that occur after the date the forward-looking statements are made. For
any forward-looking statements made in this communication or in any
documents, Comerica claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. ADDITIONAL INFORMATION FOR SHAREHOLDERS In connection
with the proposed merger transaction, Comerica has filed with the SEC a
Registration Statement on Form S-4 that includes a Proxy Statement of
Sterling and a Prospectus of Comerica, and Sterling mailed the definitive
Proxy Statement/Prospectus to its shareholders on or about April 6, 2011.
Each of Comerica and Sterling may file other relevant documents concerning
the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. A free copy of the definitive Proxy Statement/Prospectus, as
well as other filings containing information about Comerica and Sterling, may
be obtained at the SECs Internet site (http://www.sec.gov). You may be able
to obtain these documents, free of charge, from Comerica at www.comerica.com
under the tab Investor Relations and then under the heading SEC Filings
or from Sterling by accessing Sterlings website at www.banksterling.com
under the tab Investor Relations and then under the heading SEC Filings.
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