Filed by Comerica Incorporated

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Sterling Bancshares, Inc.

(Commission File No. 1-34768)

The following document is filed herewith pursuant to Rule 425 under the Securities Act of 1933:

• Slides presented to officers of Sterling Bancshares, Inc. on February 21, 2011

Any statements in this filing 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,” “outcome,” “continue,” “remain,” “maintain,” “trend,” “objective” 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, Sterling, the proposed transaction or the combined company following the transaction often identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this presentation and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, products or services, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Such statements reflect the view of 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, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter, Comerica’s and Sterling’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ customers to the transaction; diversion of management time on merger-related issues; and those factors referenced in Comerica’s and Sterling’s filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. Comerica and Sterling do 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 presentation or in any documents, Comerica and Sterling claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

In connection with the proposed merger transaction, Comerica has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary Proxy Statement of Sterling, and a preliminary Prospectus of Comerica, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the preliminary Proxy Statement/Prospectus, and, when it becomes available, 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 SEC’s Internet site (http://www.sec.gov). You will also 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 Sterling’s website at www.banksterling.com under the tab “Investor Relations” and then under the heading “SEC Filings.”

Comerica and Sterling and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Sterling in connection with the proposed merger. Information about the directors and executive officers of Comerica is set forth in the proxy statement for Comerica’s 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 19, 2010 and on a Form 8-K filed with the SEC on January 27, 2011. Information about the directors and executive officers of Sterling is set forth in the proxy statement for Sterling’s 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 5, 2010 and on Forms 8-K filed with the SEC on June 25, 2010, July 12, 2010 and January 21, 2011. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the above-referenced preliminary Proxy Statement/Prospectus and the definitive Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of these documents may be obtained as described in the preceding paragraph.

Sterling Bank All Officer Meeting

February 21, 2011

Comerica Incorporated

Pat Faubion

President –

Texas Market

2

Safe Harbor Statement; Disclaimer

Any statements in this presentation 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,"

"outcome," "continue," "remain," "maintain," "trend," "objective" 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,

Sterling, the proposed transaction or the combined company following the transaction often identify forward-looking statements.

These

forward-looking

statements

are

predicated

on

the

beliefs

and

assumptions

of

management

based

on

information

known

to

management as of the date of this presentation and do not purport to speak as of any other date. Forward-looking statements may

include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of

economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the

transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any

required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past

operations, products or services, including the execution of integration plans; any statements of expectation or belief; and any

statements of assumptions underlying any of the foregoing. Such statements reflect the view of 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, actual results could differ materially from those anticipated by the forward-looking

statements or historical results.  Factors that could cause or contribute to such differences include, but are not limited to, the

possibility that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the

transaction may not be timely completed, if at all; that prior to the completion of the transaction or thereafter, Comerica’s and

Sterling’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties

are unable to successfully implement integration strategies; that required regulatory, shareholder or other approvals are not obtained

or

other

closing

conditions

are

not

satisfied

in

a

timely

manner

or

at

all;

reputational

risks

and

the

reaction

of

the

companies’

customers to the transaction; diversion of management time on merger-related issues; and those factors referenced in Comerica’s

and Sterling’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are

made. Comerica and Sterling do 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

presentation or in any documents, Comerica and Sterling claim the protection of the safe harbor for forward-looking statements

contained in the Private Securities Litigation Reform Act of 1995.

Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect

actual results.

3

Comerica: A Brief Overview

Among the top 25 U.S. bank holding companies

Largest U.S. bank with corporate headquarters in Texas

$54 billion in assets

Founded over 160 years ago

Major lines of business include:

Major markets include:

Continued investments in growth markets

Strong capital position

At December 31, 2010

•

Business Bank

•

Wealth and Institutional Management

•

Retail Bank

•

Texas

•

Florida

•

California

•

Arizona

•

Michigan

4

WIM

$410MM 15%

Retail Bank

$705MM 25%

Business

Bank 

$1,673MM

60%

Our Core Businesses

2010 Full Year Revenue

By

Business

Segment

1

As of December 31, 2010: YTD revenues of $2.4 billion from continuing operations (FTE) including Finance & Other Businesses

Business Bank

Wide spectrum of credit and non-

credit financial products, cash

management and international

trade services

Retail Bank

Personalized financial products &

services to consumers and small

businesses

Wealth & Institutional

Management (WIM)

Serves the needs of affluent

clients, foundations,

organizations and corporations

1

5

Florida

$57MM 2%

Int'l

$108MM 4%

Other Markets

$227MM 8%

Texas

$409MM 15%

Western

$774MM 28%

Midwest

$1,213MM

43%

Where We Operate

1

Source: The 2009 U.S. Census Bureau

2

As of December 31, 2010: YTD revenues of $2.4 billion from continuing operations (FTE) including Finance & Other Businesses; Geography

based on office of origination; Midwest includes: MI, OH, IL;  Western includes: CA, AZ, NV, CO, WA; Other Markets include markets not

separately identified above in addition to businesses with a national perspective

Exporting our 162 year

relationship banking expertise

to high growth markets

Operate in seven of the eleven

largest U.S. cities

California, Arizona, Texas and

Florida expected to account for

over one-half of U.S.

population growth between

2000 and 2030

Geographic footprint diversifies

earnings mix

2010 Full Year Revenue

By Market Segment

2

1

1

6

Established: 1988

Largest U.S. bank with corporate    

headquarters in TX

Average deposits

5

up 44% from FY06

National Specialty groups include:

•

Heavy Equipment

•

Energy

Acquisition of Sterling Bank

announced January 18, 2011

Diverse economy

Ranked

#2

in

the

US

by

State

GDP

1

Job growth rate for 2010 is 2.3%, 

exceeding

the

national

average

of

0.9%

2

Home

prices

relatively

stable

Comerica Texas Economic Activity

Index

4

is 8% above the cycle low

1

Source: 2010 Bureau of Economic Analysis

2

Source: Bureau of Labor Statistics as of 12/31/10

3

FHFA Purchase Only Home Price Index

4

As of October 2010   

5

Full-Year 2010 YTD average

Texas Market:

Prepared for Growth

TX Banking Centers and Period Avg Deposits ($Bn)

61

68

95

79

87

90

20

30

40

50

60

70

80

90

2005

2006

2007

2008

2009

2010

$2

$3

$4

$5

$6

TX Banking Centers

Deposits

3

7

Comerica Key Differentiators

Focused on growing and maintaining long-term relationships

Relationship Managers known for ingenuity, flexibility & responsiveness

Emphasis on having a clear understanding of our customers & their banking needs

Wide array of products and services

Community bank feel

Weathered credit cycle well relative to peers

Consistent credit standards

Granular portfolio

Main Street Bank

Well Positioned for Growth

Relationships are Priority One

Superior Credit Management

Size

Solid Capital Position

Regulatory Reform

Impact expected to be less than other

major banks

Quality of capital is strong

8

Long-term Corporate Strategy

This strategy is based on 6

interdependent pillars…

applied across 5

geographic markets…

on behalf of Comerica’s 3

primary Business Divisions

Business

Bank

Retail Bank

Wealth

Management

9

•

Relationships

•

Client focused, concentrated on growing and maintaining long-term

relationships

•

A platform that leverages our three Lines of Business to cross-sell 

services

•

Long-tenured bankers, known for ingenuity, flexibility and responsiveness

•

Community Bank service and focus (local execution)

•

Balance

•

Focused on balancing our geographic mix

•

Headquarters move to Dallas, Texas

•

51% of Banking Center Network in growth markets

•

Invest with a targeted presence in strong, growing markets

Long-term Corporate Strategy

•

Growth

•

Measured investments in targeted markets and Lines of Business

•

Emphasis on Cross-sells across the Lines of Business

•

Emphasis on importance of deposit base

•

Risk Management

•

Maintain a strong, quality capital position

•

Active credit management

•

Proactive changes in credit exposure prior to the downturn

•

Enhanced Portfolio Analytics

Long-term Corporate Strategy

10

11

•

Diversity

•

Highly recognized by several diversity ranking publications

•

Focus on internal human capital and external supplier diversity

•

Accountability

•

Strategic guidelines for each Line of Business

•

Monthly financial reporting and forecasting

•

Focus on employee development and succession planning

Long-term Corporate Strategy

12

Financial Highlights

$ in millions

1

See Supplemental Financial Data slides for reconciliation of non-GAAP financial measures

Pace of Loan Decline Slowed

4Q10

3Q10

4Q09

Average Total Loans

$39,999

$40,102

$42,753

Average Commercial Loans

21,464

20,967

21,971

Period-end Commercial Loans

22,145

21,432

21,690

Deposit Levels Strong

Average Core Deposits

$39,896

$38,786

$36,742

Average Noninterest-bearing deposits

15,607

14,920

14,430

Credit Quality Improvement Continued

Provision for Credit Losses

$54

$116

$259

Net Loan Charge-offs

113

132

224

Watch List

5,542

6,171

7,730

Solid Capital

Tier 1 Capital Ratio

10.13%

9.96%

12.46%

Tangible common equity ratio

10.54%

10.39%

7.99%

1

13

$ in millions

Credit Quality Positive Trends Continued

4Q10

3Q10

2Q10

1Q10

4Q09

Net credit-related charge-offs

to average total loans

$113

1.13%

$132

1.32%

$146

1.44%

$173

1.68%

$225

2.10%

Provision for Loan Losses

$57

$122

$126

$175

$256

Nonperforming assets

to total loans & foreclosed property

$1,235

3.06%

$1,311

3.24%

$1,214 

2.98%

$1,251 

3.06%

$1,292      

3.06%

Nonperforming assets inflow

$180

$294

$199

$245

$266

Foreclosed property

$112

$120

$93

$89

$111

Loans past due 90 days or more        

and still accruing

$62

$104

$115

$83

$101

Total Watch list loans

$5,542

$6,171

$6,651

$7,502

$7,730

We believe we will continue to see improving credit quality reflecting

positive migration trends with some variability quarter to quarter

14

108

91

62

86

36

60

40

140

148

162

87

110

73

72

$0

$100

$200

$300

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

Positive trends in credit quality

resulted in significant decline in

the provision for loan losses

Allowance for credit losses of

$936MM

•

Decreased $59MM, reflecting

the positive trend in all credit

metrics, particularly the watch list

•

Allowance for loan losses to total

loans 2.24%

•

Allowance for loan losses to

nonperforming loans of 80%

Recoveries of $27MM, an

increase of $14MM

Loan Sales of $70MM, an

increase of $51MM

Provision for Loan Losses

Provision and Net Charge-offs

$ in millions; 4Q10 vs 3Q10

Credit Quality Positive Trends Continued

CRE Net Charge-Offs

Non CRE Net Charge-Offs

312

311

256

175

126

122

57

15

Credit Quality Ratios vs. Peers

0

2

4

6

8

2Q08

3Q08

4Q08

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

Peer Range

Peer Average

CMA

Peer

Source:

SNL;

All

nonperforming

asset

ratios

exclude

HBAN

as

their figures were not reported

NCO ratio defined as annualized loans and leases charged off, net of recoveries, as a % of average loans and leases

NPA ratio defined as nonperforming assets / (Gross loans +foreclosed assets)

0

2

4

6

8

2Q08

3Q08

4Q08

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

Peer Range

Peer Average

CMA

Net Charge-off Ratio vs. Peers

Nonperforming Asset Ratio vs. Peers

Credit metrics amongst the best in our peer group

Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION

16

0%

2%

4%

6%

8%

10%

12%

4Q09

1Q10

2Q10

3Q10

4Q10

Strong Capital Ratios

Tier

I

Common

Capital

Ratio

1

Peer Median

Comerica

Among the best capitalized in

peer group

Quality of capital is solid

Tier 1 made up of 100% common

equity as of 10/1/10

Fully redeemed preferred stock

issued to U.S. Treasury in 1Q10

Redeemed $500MM of 6.57%

Trust Preferreds (TruPS) on

10/01/10

Doubled quarterly common stock

dividend to $0.10 per share

Authorized share and warrant

repurchases

Strong capital supports future

growth

Source: SNL Financial

Peer Group: BBT, FITB, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, ZION (4Q10 averages exclude MI and MTB)

1

See Supplemental Financial Data slides for reconcilements of non-GAAP financial measures

17

Sterling Bank Acquisition –

A Unique Opportunity

Accelerates Comerica’s growth strategy in Texas

Significantly boosts Texas presence with solid deposit base and well

located branch network

•

Houston deposit market share triples

•

Entry into San Antonio market

•

Complements Dallas-Fort Worth locations

Enhances growth opportunities with focus on Middle Market and Small

Business

Leverages additional marketing capacity to offer a wide array of

products and services through a larger distribution channel

Timely: economic, regulatory and market environment

Maintains strong pro forma capital position

Expect seamless integration: Manageable size within footprint

18

C&D $2.3B

6%

Residential

Mortgage &

Consumer 

$3.9B 10%

C&I $24.3B

60%

CRE-Owner

Occupied

$7.8B 19%

CRE $1.9B

5%

Sterling Bank Acquisition –

Opportunity to Leverage C&I Expertise

As of December 31, 2010; $Billions

CRE: Non-owner occupied Commercial Real Estate; C&I: Commercial and Industrial includes Lease Financing and

International Loans; C&D: Construction and Development

Residential

Mortgage &

Consumer

$0.4B 15%

C&I  $0.6B

23%

C&D $0.2B 8%

CRE- Owner

Occupied 

$0.6B 22%

CRE $1.0B

32%

Sterling Bank

$2.8B Loans

Comerica Bank

$40.2B Loans

Comerica Bank

Texas Market

$6.8B Loans

C&D $1.0B

14%

Residential

Mortgage &

Consumer

$0.4B 7%

C&I $4.3B

63%

CRE-Owner

Occupied

$0.8B 12%

CRE $0.3B 4%

19

Sterling Bank Acquisition –

Attractive Deposit Mix

Time

$0.7B 17%

Non-

interest

bearing

$1.3B 31%

Money

Market,

NOW &

Savings

$2.2B 50%

Brokered

CD

$0.1B 2%

Sterling Bank

$4.3B Deposits

As of 12/31/2010; $Billions

Money

Market,

NOW &

Savings

$2.3B 40%

Time $1.2B

22%

Non-

interest

bearing

$2.2B 38%

Money

Market,

NOW

&Savings

$19.0B 47%

Time $5.9B

15%

Non-interest

bearing 

$15.6B 38%

Comerica Bank

$40.5B Deposits

Comerica Bank

Texas Market

$5.7B Deposits

4Q10 Interest-bearing deposit costs:

40 basis points

54 basis points

76 basis points

20

Sterling Bank Acquisition –

Expanding in Attractive Markets

Houston

San Antonio

Austin

Fort Worth

Dallas

Sterling Bank Branch

Comerica Banking Center

Source: SNL Financial as of 06/30/2010

Rank and share % data not provided for San Antonio Market as it includes branches in Kerrville.  San Antonio and Kerrville 

are not listed in SNL Financial as a combined MSA

2

2

Deposits

Branches

$mm

Rank

Share %

Texas Market

CMA

94

5,230

10

1.18

SBIB

60

4,142

13

0.94

Pro forma

154

9,372

6

2.12

Houston MSA

CMA

34

1,389

12

1.15

SBIB

33

3,269

6

2.70

Pro forma

67

4,658

6

3.85

Dallas -

Fort Worth MSA

CMA

49

3,460

5

2.31

SBIB

13

266

45

0.18

Pro forma

62

3,726

5

2.49

Entry into San Antonio Market

CMA

0

0

SBIB

14

607

Pro forma

14

607

Austin MSA

CMA

11

381

11

1.66

21

Sterling Acquisition –

Fits Comerica’s Main Street Bank Strategy

Accelerates growth in Texas urban markets

•

Nearly doubles branch presence in Houston

•

Entry into San Antonio market

•

#6 largest deposit market share in state

Financially attractive

•

Expect to be break even in first full year

and increasingly accretive

thereafter

•

Conservative assumptions (synergies and credit marks)

•

Price/Tangible Book Value of about 2.3x and deposit premium of about

17% --

fair value consistent with recent Texas healthy bank transactions

Expect seamless integration

•

Size:  Manageable

•

Location:  Within footprint

•

Culture:  Business banking

Maintains strong capital position

•

Pro forma 12/31/10 Tier 1 Capital Ratio   10.0%

1

Pro forma as of 06/30/2010 based on SNL Financial data

2

First full-year assumed to be fiscal year 2012; Break even analysis excludes merger and integration costs

1

2

22

Consistent strategy

•

Based on relationship banking model

•

Core businesses and geographies unchanged

•

Recession-tested business model

Expense management

Solid capital position

Investing to accelerate growth and balance

•

Banking center expansion in high growth markets

•

New and enhanced products and services

•

Expansion in Texas with pending Sterling Bancshares acquisition

Poised for the Future

Main Street Bank

Well Positioned for Growth

23

The

Tier

1

common

capital

ratio

removes

preferred

stock

and

qualifying

trust

preferred

securities

from

Tier

1

capital

as

defined

by

and

calculated

in

conformity

with

bank

regulations.

The

tangible

common

equity

ratio

removes

preferred

stock

and

the

effect

of

intangible assets from capital and the effect of intangible assets from total assets.

The Corporation believes these measurements are meaningful measures of capital adequacy used by investors, regulators,

management and others to evaluate the adequacy of common equity and to compare against other companies in the industry.

1

Regulatory Capital, Tier 1 Capital and risk-weighted assets as defined and calculated in accordance with regulation.

12/31/10

9/30/10

6/30/10

3/31/10

12/31/09

Total Regulatory Capital

$8,651

$8,566

$9,001

$9,062

$10,468

Tier 1 capital

Less: Fixed rate cumulative perpetual preferred stock

Less: Trust preferred securities

$6,027

--

--

$5,940

--

--

$6,371

--

495

$6,311

--

495

$7,704

2,151

495

Tier 1 common capital

Risk-weighted assets

Tier 1 common capital ratio

6,027

59,506

10.13%

5,940

59,608

9.96%

5,876

59,877

9.81%

5,816

60,792

9.57%

5,058

61,815

8.18%

Total shareholders’

equity

Less: Fixed rate cumulative perpetual preferred stock

Less: Goodwill

Less: Other intangible assets

$5,793

--

150

6

$5,857

--

150

6

$5,792

--

150

6

$5,668

--

150

7

$7,029

2,151

150

8

Tangible common equity

$5,637

$5,701

$5,636

$5,511

$4,720

Total assets

Less: Goodwill

Less: Other intangible assets

$53,667

150

6

$55,004

150

6

$55,885

150

6

$57,106

150

7

$59,249

150

8

Tangible assets

$53,511

$54,848

$55,729

$56,949

$59,091

Tangible common equity ratio

10.54%

10.39%

10.11%

9.68%

7.99%

1

1

Supplemental Financial Data

Reconciliation of non-GAAP financial measures with financial measures defined by GAAP ($ in millions)

24

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 preliminary Proxy Statement of Sterling, and a preliminary Prospectus of Comerica, as well

as other relevant documents concerning the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE

REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS REGARDING THE

MERGER, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY

OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR

SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the preliminary Proxy Statement/Prospectus, and, when it becomes available, 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 SEC’s Internet site (http://www.sec.gov). You will also 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 Sterling’s website at www.banksterling.com under the tab “Investor

Relations” and then under the heading “SEC Filings.”

Comerica and Sterling and certain of their directors and executive officers may be deemed to be participants in the

solicitation of proxies from the shareholders of Sterling in connection with the proposed merger. Information about the

directors and executive officers of Comerica is set forth in the proxy statement for Comerica’s 2010 annual meeting of

shareholders, as filed with the SEC on a Schedule 14A on March 19, 2010 and on a Form 8-K filed with the SEC on

January 27, 2011.  Information about the directors and executive officers of Sterling is set forth in the proxy statement

for Sterling’s 2010 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 5, 2010 and

on Forms 8-K filed with the SEC on June 25, 2010, July 12, 2010 and January 21, 2011.  Additional information

regarding the interests of those participants and other persons who may be deemed participants in the transaction

may be obtained by reading the above-referenced preliminary Proxy Statement/Prospectus and the definitive Proxy

Statement/Prospectus regarding the proposed merger when it becomes available.  Free copies of these documents

may be obtained as described in the preceding paragraph.