COMERICA INC /NEW/, S-4/A, 1995-08-16

COMERICA INC /NEW/
S-4/A, 1995-08-16
STATE COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on August 16, 1995

REGISTRATION NO. 33-61487

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

------------------

COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)

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<S> <C> <C>
DELAWARE 6711 38-1998421
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

</TABLE>

COMERICA TOWER AT ONE DETROIT CENTER
500 WOODWARD AVENUE, SUITE 3100
DETROIT, MICHIGAN 48226
(313) 222-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

------------------

JUDITH C. DART, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
COMERICA INCORPORATED
500 WOODWARD AVENUE, 33RD FLOOR
DETROIT, MICHIGAN 48226
(313) 222-7937
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

------------------

COPIES TO:

DAVID D. JOSWICK, ESQ. ROBERT S. BARRY, JR., ESQ.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C LOEB AND LOEB
150 WEST JEFFERSON, SUITE 2500 1000 WILSHIRE BLVD., SUITE 1800
DETROIT, MICHIGAN 48226 LOS ANGELES, CALIFORNIA 90017

------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:

As soon as practicable after this registration statement becomes effective.

<PAGE> 2

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box: / /

CALCULATION OF REGISTRATION FEE
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<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(2)
------------------------------ ------------- ------------ ----------------- -------------------
<S> <C> <C> <C> <C>
Common Stock...................... 4,806,710 Shares $29.93 $143,858,846 $49,606
==================================================================================================================
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(1) Also includes associated rights to purchase shares of registrant's Series C
Participating Preferred Stock which rights are (a) not currently separable
from the shares of Common Stock and (b) not currently exercisable. See
"DESCRIPTION OF COMERICA CAPITAL STOCK."

(2) The registration fee has been computed pursuant to Rule 457(f)(1) under the
Securities Act of 1933, as amended, based on average high and low sales
prices on the American Stock Exchange on July 28, 1995 equalling $26.250
per share of common stock of Metrobank. The proposed maximum offering price
per share has been determined by dividing the maximum aggregate offering
price by the number of shares being registered.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

===============================================================================
<PAGE> 3

COMERICA INCORPORATED

CROSS-REFERENCE SHEET BETWEEN ITEMS IN FORM S-4 AND PROSPECTUS
PURSUANT TO ITEM 501(b) OF REGULATION S-K

ITEM NO. FORM S-4 CAPTION HEADING IN PROSPECTUS
-------- ---------------- ---------------------

A. INFORMATION ABOUT THE TRANSACTION

<S> <C> <C>
Item 1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus........................... Cover Page of Registration Statement;
Cross Reference Sheet; Outside Front
Cover Page of Prospectus
Item 2. Inside Front and Outside Back Cover Pages of
Prospectus............................................... Inside Front Cover Page of Prospectus;
Table of Contents; Available
Information; Incorporation of Certain
Documents by Reference

Item 3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information............................ Summary; Introduction; The Companies; The
Merger

Item 4. Terms of the Transaction................................. Summary; Introduction; The Special
Meeting; The Merger; Description of
Comerica Capital Stock; Comparison of
Shareholder Rights; The Merger
Agreement; The Stock Option Agreement

Item 5. Pro Forma Financial Information.......................... *

Item 6. Material Contacts with the Company Being
Acquired................................................. Summary; The Merger

Item 7. Additional Information Required for Reoffering
by Persons and Parties Deemed to be Underwriters........ *

Item 8. Interests of Named Experts and Counsel................... *

Item 9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................................. *

B. INFORMATION ABOUT THE REGISTRANT

Item 10. Information with Respect to S-3 Registrants.............. Available Information; Incorporation
of Certain Documents by Reference;
Summary; The Companies

Item 11. Incorporation of Certain Information by
Reference................................................ Incorporation of Certain Documents by
Reference

Item 12. Information with Respect to S-2 or S-3
Registrants.............................................. *

Item 13. Incorporation of Certain Information by
Reference................................................ *

Item 14. Information with Respect to Registrants Other
than S-2 or S-3 Registrants.............................. *

</TABLE>

<PAGE> 4

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
<TABLE>

<S> <C> <C>
Item 15. Information with Respect to S-3 Companies................ *

Item 16. Information with Respect to S-2 or S-3
Companies................................................ Available Information; Incorporation
of Certain Documents by Reference;
Summary; The Companies

Item 17. Information with Respect to Companies Other
than S-2 or S-3 Companies................................ *

D. VOTING AND MANAGEMENT INFORMATION

Item 18. Information if Proxies, Consents or
Authorizations Are to be Solicited....................... Available Information; Incorporation
of Certain Documents by Reference;
Summary; Introduction; The
Companies; The Special Meeting; The
Merger

Item 19. Information if Proxies, Consents or
Authorizations Are Not to be Solicited
or in an Exchange Offer.................................. *
</TABLE>

---------------
* Omitted because inapplicable or answer is in the negative.

<PAGE> 5

[METROBANK LOGO]

August 22, 1995

Dear Shareholder:

You are cordially invited to attend a Special Meeting of the
Shareholders of Metrobank which will be held at the offices of Metrobank located
at 10900 Wilshire Boulevard, Los Angeles, California 90024 at 4:00 p.m., local
time, on September 26, 1995 (the "Special Meeting").

At the Special Meeting, Metrobank shareholders will be asked to
consider and vote upon a proposal (the "Merger Proposal") to adopt and approve
(a) the Amended and Restated Agreement and Plan of Reorganization and Merger,
dated as of July 31, 1995, as amended by the Letter Agreement dated August 10,
1995 (the "Merger Agreement"), by and among Comerica Incorporated, a Delaware
corporation and a registered bank holding company headquartered in Detroit,
Michigan ("Comerica"), Comerica Holdings Incorporated, a newly organized
California corporation and wholly-owned subsidiary of Comerica ("Holdings"),
and Metrobank, which amends and restates the Agreement and Plan of
Reorganization and Merger dated as of May 2, 1995 by and among Comerica,
Holdings and Metrobank (the "May Agreement"), and (b) the Agreement of Merger
(the "Subsidiary Merger Agreement"), providing for the merger (the "Merger") of
Holdings with and into Metrobank, and all of the transactions contemplated
thereby, including but not limited to, the conversion, subject to certain
provisions relating to fractional shares and dissenting shares, of each fully
diluted outstanding share of common stock, no par value per share, of Metrobank
("Metrobank Common Stock") into the right to receive shares of common stock,
$5.00 par value per share, of Comerica ("Comerica Common Stock") at the
Metrobank Conversion Rate. The Metrobank Conversion Rate is expected to be
approximately .7889 of a share of Comerica Common Stock, subject to certain
possible downward adjustments described in the Merger Agreement. In the event
that such downward adjustments, if any, result in a Metrobank Conversion Rate
below .625, Metrobank may terminate the Merger Agreement or, if necessary,
hold an additional meeting of Metrobank shareholders to approve such Metrobank
Conversion Rate.

The proposed Merger requires, among other conditions, certain
regulatory approvals, as well as the approval of the shareholders of Metrobank.
If all conditions to the Merger are either satisfied or waived, it is expected
that the Merger would be consummated during the first quarter of 1996.

Your Board of Directors has determined that the Merger Agreement and
the Merger are in the best interests of Metrobank and its shareholders. THE
BOARD UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE MERGER AND RECOMMENDS
THAT YOU VOTE FOR APPROVAL OF THE MERGER PROPOSAL AT THE SPECIAL MEETING.

The accompanying Notice and Proxy Statement/Prospectus describe the
matters to be acted upon at the Special Meeting. Shareholders are urged to
review carefully the attached Proxy Statement/Prospectus. This document contains
important information

<PAGE> 6
concerning Comerica, Holdings and Metrobank, a detailed description of the
Merger, its terms and conditions and the transactions contemplated thereby and
other matters. In addition, Metrobank's Annual Report on Form F-2 for the year
ended December 31, 1994 (the "Form F-2") has been enclosed, and Metrobank's
Quarterly Reports on Form F-4 for the quarterly periods ended March 31, and
June 30, 1995 (the "Form F-4's") are attached to the Proxy Statement/Prospectus.

Because of the significance to Metrobank of the proposed Merger, your
participation in the Special Meeting, in person or by proxy, is especially
important. We urge you to vote FOR approval and adoption of the Merger Proposal.

Your continuing interest in the business of Metrobank is appreciated,
and we hope you will attend the Special Meeting. It is important that your
shares be represented at the Special Meeting. Accordingly, whether or not you
plan to attend the Special Meeting, please sign, date and mail the enclosed
Proxy promptly in the postage-paid envelope that has been provided to you for
your convenience. If you wish to vote in accordance with the recommendations of
your Board of Directors, it is not necessary to specify your choices; you may
merely sign, date and return the enclosed Proxy.

Sincerely,

[SIG]

David L. Buell
Chief Executive Officer
and Chairman of the Board

<PAGE> 7

[METROBANK LOGO]

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 26, 1995

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
Metrobank will be held at Metrobank's offices located at 10900 Wilshire
Boulevard, Los Angeles, California on September 26, 1995 at 4:00 p.m., local
time (the "Special Meeting"), for the following purposes, all of which are more
fully described in the accompanying Proxy Statement/Prospectus:

To consider and vote upon a proposal (the "Merger Proposal") to
adopt and approve (a) the Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of July 31, 1995, as amended by the
Letter Agreement dated as of August 10, 1995 (the "Merger Agreement"),
by and among Comerica Incorporated, a Delaware corporation and a
registered bank holding company headquartered in Detroit, Michigan
("Comerica"), Comerica Holdings Incorporated, a newly organized
California corporation and wholly-owned subsidiary of Comerica
("Holdings"), and Metrobank, which amends and restates the Agreement
and Plan of Reorganization and Merger dated as of May 2, 1995 by and
among Comerica, Holdings and Metrobank (the "May Agreement") and (b)
the Agreement of Merger (the "Subsidiary Merger Agreement"), providing
for the merger (the "Merger") of Holdings with and into Metrobank, and
all of the transactions contemplated thereby, including but not
limited to, the conversion, subject to certain provisions relating to
fractional shares and dissenting shares, of each fully diluted
outstanding share of common stock, no par value per share, of
Metrobank ("Metrobank Common Stock") into the right to receive shares
of common stock, $5.00 par value per share, of Comerica ("Comerica
Common Stock") at the Metrobank Conversion Rate. The Metrobank
Conversion Rate is expected to be approximately .7889 of a share of
Comerica Common Stock, subject to certain possible downward adjustments
described in the Merger Agreement. In the event that such downward
adjustments, if any, result in a Metrobank Conversion Rate below
.625, Metrobank may terminate the Merger Agreement or, if necessary,
hold an additional meeting of Metrobank shareholders to approve such
Metrobank Conversion Rate.

The Merger Agreement and the Subsidiary Merger Agreement are set forth
in Annex A and Annex B, respectively, of the accompanying Proxy
Statement/Prospectus.

Shareholders of Metrobank Common Stock may have dissenter's rights
under California law if their shares of Metrobank Common Stock qualify as
"dissenting shares" under California law. These rights may require Metrobank to
purchase for cash at fair market

<PAGE> 8

value from Metrobank shareholders any such "dissenting shares." Metrobank
shareholders must comply strictly with applicable California law to exercise
their dissenter's rights. A copy of the pertinent statutory provisions is
attached to the accompanying Proxy Statement/Prospectus as Annex C.

The Metrobank Board of Directors has fixed the close of business on
August 1, 1995, as the record date for the determination of Metrobank
shareholders entitled to notice of and to vote at the Special Meeting. Only
Metrobank shareholders of record at the close of business on such date are
entitled to notice of, and to vote at, the Special Meeting.

The Metrobank Common Stock is the only security of Metrobank whose
holders are entitled to vote upon the proposals to be presented at the Special
Meeting. Approval of the Merger Proposal requires the affirmative vote of the
holders of not less than a majority of the outstanding shares of Metrobank
Common Stock.

Your vote is important regardless of the number of shares you own. Each
shareholder, whether or not he now plans to attend the Special Meeting, is
requested to sign, date and return the enclosed Proxy without delay in the
enclosed postage-paid envelope. You may revoke your Proxy at any time prior to
its exercise. Any shareholder present at the Special Meeting or at any
adjournments or postponements thereof may revoke his or her Proxy and vote
personally on each matter brought before the Special Meeting.

[SIG]

Sharon L. Canup
Corporate Secretary

August 22, 1995

THE BOARD OF DIRECTORS OF METROBANK UNANIMOUSLY RECOMMENDS THAT
YOU VOTE FOR THE MERGER PROPOSAL. PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE
PAID RETURN ENVELOPE.

<PAGE> 9

[METROBANK LOGO]

PROXY STATEMENT

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COMERICA INCORPORATED
PROSPECTUS

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This Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") is
being furnished to shareholders of Metrobank in connection with the
solicitation of proxies by the Board of Directors of Metrobank for use at its
Special Meeting of Shareholders (including any adjournments or postponements
thereof) to be held on September 26, 1995, and relates to the proposed merger
(the "Merger") of Metrobank with Comerica Holdings Incorporated, a newly
organized California corporation ("Holdings") and a wholly-owned subsidiary of
Comerica Incorporated, a Delaware corporation ("Comerica"), pursuant to the
Amended and Restated Agreement and Plan of Reorganization and Merger, dated as
of July 31, 1995, as amended by the Letter Agreement dated August 10, 1995 by
and among Metrobank, Holdings and Comerica (the "Merger Agreement"), which
amends and restates the Agreement and Plan of Reorganization and Merger dated
as of May 2, 1995 by and among Comerica, Holdings and Metrobank (the "May
Agreement"), and all of the transactions contemplated thereby including the
completion of the Merger pursuant to the terms of the Agreement of Merger (the
"Subsidiary Merger Agreement").

This Proxy Statement/Prospectus also constitutes a prospectus of
Comerica with respect to up to 4,806,710 shares of common stock, $5.00 par
value per share, of Comerica ("Comerica Common Stock") which may be issuable to
holders of common stock, no par value per share, of Metrobank ("Metrobank
Common Stock"), in the Merger. Upon consummation of the Merger, each
outstanding share of Metrobank Common Stock, subject to certain provisions
with respect to fractional shares and dissenting shares, will be converted
into the right to receive shares of Comerica Common Stock at the Metrobank
Conversion Rate. The Metrobank Conversion Rate is expected to be
approximately .7889 of a share of Comerica Common Stock, subject to certain
possible downward adjustments described in the Merger Agreement. In the event
that such downward adjustments, if any, result in a Metrobank Conversion Rate
below .625, Metrobank may terminate the Merger Agreement or, if necessary,
hold an additional meeting of Metrobank shareholders to approve such Metrobank
Conversion Rate.

Comerica Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the symbol "CMA." The last reported sales price of the Comerica
Common Stock on the NYSE Composite Tape on

<PAGE> 10

August 15, 1995 was $34.750

THE SHARES OF COMERICA COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS AUGUST 22, 1995

This Proxy Statement/Prospectus and the accompanying form of proxy are
first being mailed to shareholders of Metrobank on or about August 22, 1995.

<PAGE> 11

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----

<S> <C>
AVAILABLE INFORMATION..................................................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................................................... 2
SUMMARY................................................................................................... 4
The Parties........................................................................................... 4
The Special Meeting................................................................................... 5
The Merger............................................................................................ 7
Selected Consolidated Financial Data of Comerica Incorporated......................................... 19
Selected Consolidated Financial Data of Metrobank..................................................... 20
Comparative Per Share Data............................................................................ 21
Comparative Stock Prices.............................................................................. 22
INTRODUCTION.............................................................................................. 24
THE COMPANIES............................................................................................. 25
Comerica Incorporated................................................................................. 25
Metrobank............................................................................................. 31
THE SPECIAL MEETING....................................................................................... 33
Matters to be Considered at the Special Meeting....................................................... 33
Vote Required......................................................................................... 33
Security Ownership of Certain Beneficial Owners....................................................... 33
Voting of Proxies..................................................................................... 34
Revocability of Proxies............................................................................... 34
Record Date; Shares Entitled to Vote; Quorum.......................................................... 34
Solicitation of Proxies............................................................................... 35
THE MERGER................................................................................................ 36
Form of the Merger.................................................................................... 36
Merger Consideration.................................................................................. 36
Background of the Merger.............................................................................. 39
Comerica Reasons for the Merger....................................................................... 39
Recommendation of the Board of Directors of Metrobank and Metrobank
Reasons for the Merger............................................................................... 40
Opinion of Metrobank's Financial Advisor.............................................................. 41
Effective Time of Merger.............................................................................. 46
Conversion of Shares; Procedures for Exchange of Certificates;
Fractional Shares.................................................................................... 47
Acquisition Proposals................................................................................. 49
Conditions to the Consummation of the Merger.......................................................... 50
Regulatory Approvals Required......................................................................... 51
Operations Pending the Merger......................................................................... 55
Operations After the Merger........................................................................... 56
Interests of Certain Persons in the Merger............................................................ 57
Stock Option Plan..................................................................................... 59
Stock Bonus Plan...................................................................................... 59
Cancellation Fee; Liquidated Damages.................................................................. 60
Anticipated Accounting Treatment...................................................................... 62
Certain Federal Income Tax Consequences............................................................... 62
Resale of Comerica Common Stock; Restrictions on Transfer............................................. 64
Stock Exchange Listing................................................................................ 64

</TABLE>

i
<PAGE> 12

<TABLE>
<S> <C>
Dissenter's Rights.................................................................................... 65
CERTAIN REGULATORY CONSIDERATIONS......................................................................... 69
General............................................................................................... 69
Interstate Banking and Branching...................................................................... 69
Payment of Dividends.................................................................................. 72
Certain Transactions by Comerica with its Affiliates.................................................. 74
Capital............................................................................................... 74
Comerica's Support of Subsidiary Banks................................................................ 77
FDIC Insurance Assessments............................................................................ 78
FDICIA................................................................................................ 78
Implications of Being a Savings and Loan Holding Company.............................................. 81
DESCRIPTION OF COMERICA CAPITAL STOCK..................................................................... 83
Comerica Preferred Stock.............................................................................. 84
Comerica Common Stock................................................................................. 86
DESCRIPTION OF METROBANK CAPITAL STOCK.................................................................... 87
COMPARISON OF SHAREHOLDER RIGHTS.......................................................................... 88
Classification, Removal and Nomination of Board of Directors.......................................... 88
Special Meetings of Shareholders...................................................................... 90
Limitation of Liability of Directors.................................................................. 90
Action by Written Consent............................................................................. 91
Certain Business Combinations......................................................................... 91
Amendment of Certificate of Incorporation............................................................. 93
Rights Plans.......................................................................................... 93
Dividends............................................................................................. 97
THE MERGER AGREEMENT...................................................................................... 98
Representations and Warranties........................................................................ 98
Conduct of Business Pending the Merger................................................................ 99
Conditions to the Merger.............................................................................. 102
Termination........................................................................................... 110
Liquidated Damages; Cancellation Fee.................................................................. 112
Expenses.............................................................................................. 114
Shareholder Agreements................................................................................ 115
Resales by Affiliates................................................................................. 116
Amendment and Waiver.................................................................................. 117
THE STOCK OPTION AGREEMENT................................................................................ 117
LEGAL MATTERS............................................................................................. 119
EXPERTS................................................................................................... 119
SHAREHOLDER PROPOSALS..................................................................................... 119
</TABLE>

ANNEXES

Annex A - Amended and Restated Agreement and Plan of Reorganization
and Merger dated as of July 31, 1995, as amended by the
Letter Agreement dated August 10, 1995.

Annex B - Subsidiary Merger Agreement

Annex C - Chapter 13 of the California General Corporation Law
relating to Dissenters Rights

Annex D - Opinion of J.P. Morgan & Co., Incorporated

Annex E - Stock Option Agreement

ii
<PAGE> 13

Annex F - Metrobank's Quarterly Report on Form F-4 for the quarterly
period ended March 31, 1995

Annex G - Metrobank's Quarterly Report on Form F-4 for the quarterly
period ended June 30, 1995

iii
<PAGE> 14

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IN
CONNECTION WITH THE SOLICITATION OF PROXIES OR THE OFFERING OF SECURITIES MADE
HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY COMERICA, HOLDINGS OR METROBANK. THIS
PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION OF A PROXY,
IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF COMERICA, HOLDINGS OR METROBANK SINCE THE DATE HEREOF
OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH
DATE. ALL INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS RELATING TO
COMERICA AND ITS SUBSIDIARIES HAS BEEN SUPPLIED BY COMERICA AND ALL INFORMATION
CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS RELATING TO METROBANK AND ITS
SUBSIDIARIES HAS BEEN SUPPLIED BY METROBANK.

AVAILABLE INFORMATION

Comerica is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith Comerica files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Metrobank is a
California state bank whose deposits are insured by the Federal Deposit
Insurance Corporation ("FDIC") and therefore files reports, proxy statements
and other information with the FDIC.

The reports, proxy statements and other information filed by Comerica
with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material also can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The reports, proxy
statements and other information filed by Metrobank with the FDIC can be
inspected and copied at the Public Reference Section of the offices of the FDIC
at 550 17th Street, N.W., Washington, D.C. 20249. In addition, material filed by
Comerica can be inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005, and materials filed by Metrobank can
be inspected at the offices of the

1
<PAGE> 15

American Stock Exchange at 86 Trinity Place, New York, New York 10006.

Comerica has filed with the Commission a Registration Statement on Form
S-4 (together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Comerica Common Stock to be issued pursuant to the Merger Agreement. This
Proxy Statement/Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto. Such additional information may
be inspected and copied as set forth above. Statements contained in this Proxy
Statement/Prospectus or in any document incorporated in this Proxy
Statement/Prospectus by reference as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document, each such
statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by Comerica pursuant
to the Exchange Act (File No. 1-10706) or the FDIC by Metrobank (Certificate No.
22797-8) are incorporated by reference in this Proxy Statement/Prospectus:

1. Comerica's Annual Report on Form 10-K for the year ended
December 31, 1994 (the "1994 Comerica 10-K").

2. Comerica's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1995.

3. Comerica's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995.

4. The description of the Comerica Common Stock, par value
$5.00 per share, incorporated by reference in the Registration
Statement on Form 8-A dated March 4, 1991.

5. Comerica's Registration Statement on Form 8-A dated March
4, 1991, as amended by an Amendment on Form 8 filed November 1, 1991.

2
<PAGE> 16

6. The portions of Comerica's Proxy Statement for the Annual
Meeting of Shareholders held May 19, 1995 that have been incorporated
by reference in the 1994 Comerica 10-K other than the Report of the
Compensation Committee on Executive Compensation and the Performance
Graph on pages 25-29 thereof.

7. Metrobank's Annual Report on Form F-2 for the year ended
December 31, 1994 (the "Metrobank Form F-2") filed with the FDIC.

8. Metrobank's Proxy Statement for the Annual Meeting of
Shareholders held on May 23, 1995, filed with the FDIC.

9. Metrobank's Quarterly Report on Form F-4 for the quarterly
period ended March 31, 1995 filed with the FDIC.

10. Metrobank's Quarterly Report on Form F-4 for the quarterly
period ended June 30, 1995 filed with the FDIC.

11. Metrobank's Current Report on Form F-3 dated May 7, 1995
filed with the FDIC.

12. Metrobank's Current Report on Form F-3 dated June 6, 1995
filed with the FDIC.

The documents listed above as items 6 through 12 above have been filed
as exhibits to the Registration Statement of which this Proxy
Statement/Prospectus is a part. In addition, a copy of the documents listed in
items 9 and 10 above are attached to this Proxy Statement/Prospectus and the
document listed in item 7 separately accompanies this Proxy
Statement/Prospectus.

All documents and reports filed by Comerica and Metrobank pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Proxy Statement/Prospectus and prior to the date of the Special Meeting of
shareholders of Metrobank shall be deemed to be incorporated by reference in
this Proxy Statement/Prospectus and to be a part hereof from the dates of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Proxy Statement/Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which

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<PAGE> 17

also is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Proxy
statement/Prospectus.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT/PROSPECTUS IS DELIVERED, ON
WRITTEN OR ORAL REQUEST, IF FOR COMERICA, TO JUDITH C. DART, EXECUTIVE VICE
PRESIDENT, GENERAL COUNSEL AND SECRETARY, COMERICA INCORPORATED, COMERICA TOWER
AT DETROIT CENTER, 500 WOODWARD AVENUE, DETROIT, MICHIGAN 48226, TELEPHONE (313)
222-7937; AND IF FOR METROBANK, TO SHARON L. CANUP, CORPORATE SECRETARY, 10900
WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024, TELEPHONE (310) 824-5700. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, REQUESTS SHOULD BE RECEIVED BY
SEPTEMBER 19, 1995 (5 BUSINESS DAYS BEFORE THE DATE OF THE SPECIAL MEETING).

SUMMARY

The following is a summary of certain information contained elsewhere
in this Proxy Statement/Prospectus. As this summary is necessarily incomplete,
reference is made to, and this summary is qualified in its entirety by, the more
detailed information contained or incorporated by reference in this Proxy
Statement/Prospectus and the annexes hereto. Shareholders are urged to read this
Proxy Statement/Prospectus and the annexes hereto in their entirety. Certain
capitalized terms which are used but not defined in this summary are defined
elsewhere in this Proxy Statement/Prospectus.

THE PARTIES

Metrobank is a California state-chartered bank. Metrobank provides a
full range of commercial banking services to business enterprises located
primarily in the Los Angeles county area with additional offices in Orange and
San Diego counties. Metrobank offers traditional banking services, including the
making of commercial loans, accounts receivable loans, various types of consumer
loans, and real estate construction loans and commercial

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<PAGE> 18

mortgage loans; the acceptance of checking, interest-bearing checking (NOW),
money market, savings and time deposits; and the provision of traveler's checks,
check guarantees, safe deposit and other customary non-deposit banking services.
As of June 30, 1995, Metrobank had total assets of approximately $1.3 billion,
total deposits of approximately $1.2 billion, total loans (net of unearned
income) of approximately $782 million, and shareholders' equity of approximately
$75 million. The main banking office of Metrobank and the principal executive
offices of Metrobank are both located at 10900 Wilshire Boulevard, Los Angeles,
California 90024. Its telephone number is (310) 824-5700.

Comerica Incorporated ("Comerica") is a Delaware corporation and a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended (the "BHCA"), headquartered in Detroit, Michigan. As of June 30, 1995,
Comerica owned directly or indirectly 8 banking and 36 active non-banking
subsidiaries. As of June 30, 1995, Comerica had total assets of approximately
$35.5 billion, total deposits of approximately $21.9 billion, total loans (net
of unearned income) of approximately $24.0 billion, and shareholders' equity of
approximately $2.5 billion. Comerica's principal subsidiary, Comerica Bank, is a
commercial banking and trust institution that offers individuals, the business
community, and governmental agencies all services associated with a full-service
commercial banking institution. The principal executive offices of Comerica are
located at Comerica Tower at Detroit Center, 500 Woodward Avenue, Suite 3100,
Detroit, Michigan 48226. Its telephone number is (313) 222-4000.

Comerica Holdings Incorporated ("Holdings") is a newly organized
California corporation and a wholly-owned subsidiary of Comerica. Holdings is
being used specifically as a merger vehicle for the acquisition by Comerica of
Metrobank and currently has no assets or operations.

THE SPECIAL MEETING

Special Meeting of Shareholders. A special meeting of the shareholders
of Metrobank will be held at the offices of Metrobank, located at 10900 Wilshire
Boulevard, Los Angeles, California 90024 on September 26, 1995, at 4:00 p.m.,
local time (the "Special Meeting"). See "THE SPECIAL MEETING."

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<PAGE> 19

Matters to Be Considered. At the Special Meeting, holders of Metrobank
Common Stock, no par value per share ("Metrobank Common Stock"), will be asked
to consider and vote upon a proposal (the "Merger Proposal") to adopt and
approve (a) the Amended and Restated Agreement and Plan of Reorganization and
Merger, dated as of July 31, 1995, as amended by the Letter Agreement dated
August 10, 1995 (the "Merger Agreement"), by and among Comerica Incorporated, a
Delaware corporation and a registered bank holding company headquartered in
Detroit, Michigan ("Comerica"), Comerica Holdings Incorporated, a newly
organized California corporation and wholly-owned subsidiary of Comerica
("Holdings"), and Metrobank, which amends and restates the Agreement and Plan
of Reorganization and Merger dated as of May 2, 1995 by and among Comerica,
Holdings and Metrobank (the "May Agreement"), by and among Metrobank, Holdings
and Comerica and (b) the Agreement of Merger (the "Subsidiary Merger
Agreement"), providing for the merger (the "Merger") of Holdings with and into
Metrobank, and all of the transactions contemplated thereby, including but not
limited to, the conversion, subject to certain provisions relating to
fractional shares and dissenting shares, of each fully diluted outstanding
share of Metrobank Common Stock into the right to receive common stock, $5.00
par value per share, of Comerica ("Comerica Common Stock") at the Metrobank
Conversion Rate. The Metrobank Conversion Rate is expected to be approximately
.7889 of a share of Comerica Common Stock, subject to certain possible downward
adjustments described in the Merger Agreement. In the event that such
downward adjustments, if any, result in a Metrobank Conversion Rate below
.625, Metrobank may terminate the Merger Agreement or, if necessary, hold an
additional meeting of Metrobank shareholders to approve such Metrobank
Conversion Rate. No other matters will be brought before the Special Meeting.
See "THE SPECIAL MEETING -- Matters to Be Considered at the Special Meeting."

Votes Required. The affirmative vote of the holders of a majority of
the outstanding shares of Metrobank Common Stock entitled to vote thereon is
required to approve the Merger Proposal. See "THE SPECIAL MEETING -- Vote
Required."

Record Date. The record date for the Special Meeting is August 1, 1995
(the "Record Date"). Only Metrobank shareholders of record at the close of
business on the Record Date are entitled to notice of, and to vote at, the
Special Meeting.

As of the Record Date, there were 5,840,337 shares of Metrobank Common
Stock outstanding, and each such share is entitled to one vote at the Special
Meeting. As of the Record Date, there were 359 holders of record of Metrobank
Common Stock.

Security Ownership. As of June 30, 1995, directors and

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<PAGE> 20

executive officers of Metrobank and their affiliates may be deemed to be the
beneficial owners of approximately 44.05% of the outstanding shares of
Metrobank Common Stock, excluding options exercisable within 60 days. Such
officers and directors are entitled to exercise options within 60 days to
acquire a total of 447,562 shares of Metrobank Common Stock, which would
result in such persons being deemed to be the beneficial owners of
approximately 51.54% of the shares of Metrobank Common Stock outstanding as of
June 30, 1995. See "THE MERGER -- Stock Option Plans." Except for Rudy B.
Markmiller, each Metrobank director who owns Metrobank Common Stock (each a
"director-shareholder") has executed an agreement which, among other things,
obligates each director-shareholder to vote the shares of Metrobank Common
Stock owned or controlled by them in favor of the Merger, subject to fiduciary
obligations. In addition, three non-director executive officers have
executed such agreements. See "THE MERGER AGREEMENT -- Shareholder Agreements."
As of the Record Date, the director-shareholders of Metrobank owned or
controlled an aggregate of 2,768,956 shares of Metrobank Common Stock,
including options exercisable within 60 days, representing approximately 49.84%
of the then outstanding shares of Metrobank Common Stock.

As of the Record Date, no shares of Metrobank Common Stock were
beneficially owned by Comerica, Holdings or any of their subsidiaries, directors
or executive officers, or their affiliates.

THE MERGER

Form of the Merger. Pursuant to the Merger Agreement, which is hereby
incorporated by reference and is set forth in Annex A to this Proxy
Statement/Prospectus, at the Effective Time (see "THE MERGER -- Effective Time
of Merger") of the Merger, Holdings will merge with and into Metrobank, with
Metrobank being the surviving corporation (the "Surviving Corporation") in
accordance with the terms of the Subsidiary Merger Agreement. The Surviving
Corporation will have the articles of incorporation of Holdings and will be
named Metrobank. As a result of the Merger, Comerica will own the entire equity
interest in, and become the sole stockholder of, Metrobank. See "THE MERGER --
Form of the Merger."

Merger Consideration. Upon consummation of the Merger, each outstanding
share of Metrobank Common Stock, subject to certain provisions with respect
to fractional shares and dissenting shares, will be converted into the right to
receive shares of Comerica Common Stock at the Metrobank Conversion Rate.
Based upon an assumed number of shares of Fully Diluted Metrobank Common Stock
(as defined in

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<PAGE> 21

the Merger Agreement) of 6,092,817 as of the consummation of the
Merger, the Metrobank Conversion Rate would be .7889 of a share of Comerica
Common Stock, subject to certain possible downward adjustments described in
the Merger Agreement. In the event that such downward adjustments, if any,
result in a Metrobank Conversion Rate below .625, Metrobank may terminate the
Merger Agreement or, if necessary, hold an additional meeting of Metrobank
shareholders to approve such Metrobank Conversion Rate. The Merger Agreement
provides for an adjustment to the Metrobank Conversion Rate in the event that
Metrobank's Consolidated Net Worth (as defined in the Merger Agreement) at the
Effective Time (as defined in the Merger Agreement) is less than the sum of
$78,300,000 plus the Pre-Closing Income Amount (as defined in the Merger
Agreement), or in the event of certain changes in the capitalization of
Comerica, including, but not limited to, any recapitalization, reorganization,
reclassification, merger, stock split or stock dividend.

In addition, all existing rights with respect to Metrobank Common Stock
pursuant to outstanding Metrobank stock options (the "Metrobank Stock Options")
under the Metrobank Stock Option plans, shall be converted into and become
equivalent rights with respect to Comerica Common Stock at the applicable
conversion rate and Comerica will assume each Metrobank Stock Option in
accordance with the terms of the Metrobank Stock Option Plans and the stock
option agreements, if any, by which they are evidenced. In general, each
Metrobank Stock Option holder will receive stock options (subject to the terms
of the applicable stock option agreement), for the number of shares of Comerica
Common Stock such holder would have been entitled to receive had such holder
exercised his or her Metrobank Stock Options in full immediately prior to the
Effective Time, with appropriate adjustment of the exercise price. See "THE
MERGER -- Merger Consideration and -- Conditions to the Consummation of the
Merger."

Upon consummation of the Merger, each outstanding share of Holdings
will be converted into one share of the Surviving Corporation.

Effective Time of the Merger. It is expected that if the Merger
Proposal is approved by the Metrobank shareholders, and assuming that the other
conditions described in the Merger Agreement are satisfied, the Merger will
become effective during the first quarter of 1996. See "THE MERGER -- Effective
Time of Merger."

If the Merger does not become effective on or prior to March 10, 1996,
Comerica, Holdings or Metrobank may terminate the Merger

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<PAGE> 22
Agreement. See "THE MERGER AGREEMENT -- Termination."

Purpose of the Merger and Comerica's Reasons for the Merger. The
purpose of the Merger is for Comerica to acquire the entire equity interest in
Metrobank. It is part of Comerica's current business strategy to expand its
activities from Michigan into states such as California where management
believes there are long-term opportunities which will benefit Comerica and its
shareholders. Comerica California Incorporated, a Delaware corporation and
registered bank holding company, is Comerica's wholly-owned bank holding company
subsidiary operating the subsidiaries located in the State of California,
including Comerica Bank-California and University Bank & Trust Company. Comerica
Bank-California is a state chartered California bank, which focuses on middle
market banking, small business banking, private banking, high technology,
commercial real estate lending and mortgage banker financing, as well as trust
and treasury management services, in the San Francisco Bay and Los Angeles
areas. University Bank & Trust Company provides similar services in the Palo
Alto area. See "THE COMPANIES -- Comerica Incorporated." Comerica believes that
through the Merger Comerica will be able to increase its penetration of the
California commercial banking market in the communities served by Metrobank.
This transaction is also expected to enhance the competitiveness of the
companies currently in the deregulated banking environment and prospectively
after the full impact of the Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Act") is known. See "THE MERGER -- Comerica Reasons for
the Merger" and "CERTAIN REGULATORY CONSIDERATIONS -- Interstate Banking and
Branching."

Recommendations of the Metrobank Board of Directors and Reasons for the
Merger. The Board of Directors of Metrobank believes that the terms of the
Merger are fair to and in the best interests of Metrobank and its shareholders.
All of the members of the Metrobank Board were at the meeting approving the
Merger Agreement and they unanimously approved the Merger Agreement, the
Subsidiary Merger Agreement and the Merger. Accordingly, the Metrobank Board
recommends that Metrobank shareholders vote FOR the Merger Proposal. See "THE
MERGER -- Recommendation of the Board of Directors of Metrobank and Reasons for
the Merger."

The terms of the Merger Agreement, including the financial
consideration provided therein, were the result of arms' length

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<PAGE> 23

negotiations between Comerica, Holdings and Metrobank and their respective
representatives. In reaching a conclusion to approve the Merger, the Board of
Directors of Metrobank considered a number of factors, including, but not
limited to, the strength of Comerica and the substantially increased liquidity
of, and dividends payable on, Comerica Common Stock. See "THE MERGER --
Recommendation of the Board of Directors of Metrobank and Reasons for the
Merger" and "-- Background of the Merger."

Opinion of Financial Advisor to Metrobank. J.P. Morgan & Co.,
Incorporated ("J.P. Morgan") has served as financial advisor, and has delivered
its written opinion to the Metrobank Board, dated as of the date of this Proxy
Statement/Prospectus, to the effect that the Metrobank Conversion Rate is fair
to Metrobank's shareholders from a financial point of view. Metrobank has agreed
to pay J.P. Morgan a fee for their services which is in part contingent on the
consummation of the Merger. See "THE MERGER -- Opinion of Metrobank's Financial
Advisor." The full text of J.P. Morgans' written opinion, dated as of the date
of this Proxy Statement/Prospectus, which sets forth the assumptions made,
matters considered and limits on their review, is attached hereto as Annex D.
Metrobank shareholders are urged to and should read such opinion in its
entirety.

Metrobank Acquisition Proposals. The Merger Agreement provides that
Metrobank will not, except for sales of Metrobank Common Stock to meet any
applicable requirement of law, regulation or governmental entity, authorize or
knowingly permit any of its representatives, directly or indirectly, to solicit
or encourage any "Acquisition Proposal," or participate in any discussions or
negotiations with, or provide any nonpublic information to, any person or group
of persons (other than Comerica, Holdings or their representatives) concerning
any "Acquisition Proposal." An Acquisition Proposal is defined generally to mean
any proposal for the acquisition or participation in a merger or other business
combination involving Metrobank and any person other than Comerica or Holdings,
any proposal by which any person or group other than Comerica or Holdings would
acquire the right to vote 10% or more of the capital stock of Metrobank entitled
to vote for the election of directors, any acquisition of the assets of
Metrobank other than in the ordinary course of business, or any acquisition of
more than 10% of the outstanding capital stock of Metrobank other than as
contemplated by the Merger Agreement. However, Metrobank or its

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<PAGE> 24

Board of Directors are not prevented from (A) furnishing non-public information
to, or entering into discussions or negotiations with, any person or entity in
connection with an unsolicited bona fide written Acquisition Proposal by such
person or entity or recommending an unsolicited bona fide written Acquisition
Proposal to the shareholders of Metrobank, if and to the extent that (1) the
Board of Directors of Metrobank believes in good faith (after consultation with
and the concurrence of its financial advisor) that such Acquisition Proposal
would, if consummated, result in a transaction materially more favorable to
Metrobank's shareholders from a financial point of view than the transaction
contemplated by the Merger Agreement and the Metrobank Board of Directors
determines in good faith after consultation with its outside legal counsel that
such action is necessary for Metrobank to comply with its fiduciary duties to
shareholders under applicable law, and (2) prior to furnishing such non-public
information to, or entering into discussions or negotiations with, such person
or entity, the Metrobank Board of Directors receives from such person or entity
an executed confidentiality agreement, with terms similar in scope to those
contained in the confidentiality agreement between Comerica and Metrobank, (B)
complying with Rule 14e-2 promulgated under the Exchange Act of 1934, as
amended, with regard to an Acquisition Proposal, or (C) effecting any agreed
upon sales of Metrobank Common Stock to meet any applicable requirement of law,
regulation or governmental entity. Metrobank is required to notify Comerica
immediately upon receipt of any inquiry regarding any Acquisition Proposal. See
"THE MERGER -- Acquisition Proposals."

Conditions to the Merger; Termination. The obligations of Comerica,
Holdings and Metrobank, as the case may be, to consummate the Merger are subject
to various conditions set forth in the Merger Agreement including, but not
limited to, obtaining the requisite shareholder and regulatory approvals; the
absence of any materially burdensome condition imposed for any regulatory
approval; the absence of any action taken, or any statute, rule, regulation or
order enacted, entered, enforced or deemed applicable to the Merger by any
governmental entity which makes the Merger illegal, requires any material
divestiture or imposes a materially burdensome condition; the accuracy in all
material respects of the representations and warranties of, and performance in
all material respects of the covenants required to be performed prior to the
Effective Time of the Merger by, the other parties to the Merger Agreement; the
absence of any materially adverse change to the

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<PAGE> 25

other parties or their subsidiaries; receipt of an opinion of legal counsel in
respect of certain Federal income tax consequences (see "THE MERGER -- Certain
Federal Income Tax Consequences"); receipt of legal opinions and approval of
their respective legal counsel of the transactions contemplated by the Merger
Agreement; approval for listing of the shares of the Comerica Common Stock to be
issued in the Merger on the New York Stock Exchange; receipt from each of Ernst
& Young, LLP and Arthur Andersen, LLP of letters, in form and substance
satisfactory to Comerica and Metrobank and customary in scope and substance for
letters delivered by independent public accountants in connection with
registration statements similar to the Registration Statement filed in
connection with the Merger; and the absence of any action, suit or proceeding
instituted or threatened before any court or governmental body seeking to
challenge or restrain the transactions contemplated by the Merger Agreement or
the Stock Option Agreement which presents a substantial risk that such
transactions will be restrained or that any party to the Merger Agreement may
suffer material damages as a result of consummating such transactions.

In addition, the obligations of Comerica and Holdings to consummate the
Merger are subject to the following further conditions, among others: the
requirements that Metrobank's reserve for possible loan losses on the last day
of the month immediately preceding the month in which the Closing Date occurs,
shall be at least the greater of $17,000,000 or 2.1% of the average of
Metrobank's total outstanding gross loans for the month ending on that date
(subject to certain adjustments) and that Metrobank's Non-Performing Assets (as
defined in the Merger Agreement) outstanding on the last day of the month
immediately preceding the Effective Time shall be no more than $30,000,000.

The obligation of Metrobank to consummate the Merger is subject to,
among other things, the receipt of the written opinion of J.P. Morgan prior to
the mailing of this Proxy Statement/Prospectus, dated the date of this Proxy
Statement/Prospectus to the effect that, as of such date, the Metrobank
Conversion Rate is fair to Metrobank's shareholders from a financial point of
view.

There can be no assurance that the conditions to the Merger will be
satisfied. See "THE MERGER AGREEMENT -- Conditions to the Merger."

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Under certain circumstances, Comerica, Holdings or Metrobank may
terminate the Merger Agreement, either prior to or after approval thereof by
Metrobank's shareholders. See "THE MERGER AGREEMENT -- Termination."

Liquidated Damages; Cancellation Fee. The Merger Agreement provides
that so long as Comerica has not exercised its stock option pursuant to the
Stock Option Agreement, (See "SUMMARY - The Merger - Stock Option Agreement),
Metrobank shall be required to pay to Comerica the sum of $3,000,000 as
reasonable and full liquidated damages and reasonable compensation for losses
sustained in the event that (i) Comerica terminates the Merger Agreement because
the Merger Agreement, the Subsidiary Merger Agreement and the Merger are not
ratified by Metrobank's shareholders, (ii) Comerica terminates the Merger
Agreement because the Metrobank Board of Directors withdraws, modifies or amends
its recommendation in this Proxy Statement/Prospectus that Metrobank
shareholders adopt and approve the Merger Agreement in any respect materially
adverse to Comerica or if the Metrobank Board of Directors does not call and
hold the Special Meeting, (iii) Comerica terminates the Merger Agreement because
there shall have been a material breach of any of the representations or
warranties set forth in the Merger Agreement on the part of Metrobank, or (iv)
Comerica terminates the Merger Agreement because there is a default by Metrobank
under the Merger Agreement which results in a Material Adverse Effect (as
defined in the Merger Agreement) on Metrobank and the continuance of such
default for a period of 20 Business Days after written notice thereof, which
default, in the reasonable opinion of Comerica and Holdings cannot be cured
prior to the Closing.

In the event Comerica has exercised its stock option pursuant to the
Stock Option Agreement, the Merger Agreement has been terminated and an
Acquisition Event has occurred, Metrobank is required to pay to Comerica
$6,000,000 if the consummation of the transaction which is the result of the
Acquisition Event occurs within 270 days of the date of the occurrence of the
subject Acquisition Event.

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Comerica to effect a merger, consolidation or similar transaction involving
Metrobank or any of its subsidiaries; the disposition of substantially all of
the assets of Metrobank; or the issuance, sale or other disposition of
securities representing 50% voting control of Metrobank other than securities
issued pursuant to the Stock Option Agreement or under existing Stock Option
Plans of Metrobank or to meet any applicable requirement of law, regulation or
governmental entity, (b) the acquisition of the beneficial ownership or the
right to acquire beneficial ownership by any person or group of persons other
than Comerica, a subsidiary of Comerica or certain directors of Metrobank who
are parties to Shareholder Agreements with Comerica (as the term "beneficial
ownership" is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of
25% or more of the then outstanding Metrobank Common Stock except acquisitions
of shares to meet any applicable requirement of law, regulation or governmental
entity; or (c) the occurrence of certain events specified in the Merger
Agreement within 90 days after termination of the Merger Agreement by Comerica,
where such events were caused in whole or in part by any action or inaction
within the control of Metrobank, any subsidiary of Metrobank or the directors of
Metrobank or Metrobank's subsidiaries.

In addition, the Merger Agreement provides that, in the event of
termination by Metrobank of the Merger Agreement because (a) Holdings or
Comerica has breached any of their representations and warranties set forth in
the Merger Agreement and in the reasonable opinion of Metrobank such breach
cannot be cured prior to Closing and would have a Material Adverse Effect on
Holdings or Comerica, or (b) a default is committed by Comerica or Holdings
pursuant to the Merger Agreement and the default continues for a period of 20
business days after written notice of such default, and in the reasonable
opinion of Metrobank, such default cannot be cured prior to the Closing, then
Comerica shall pay to Metrobank as reasonable and full liquidated damages and
reasonable compensation for the loss sustained thereby and not as a penalty or
forfeiture, the sum of $3,000,000. See "THE MERGER AGREEMENT -- Liquidated
Damages; Cancellation Fee."

Regulatory Approvals Required. The Merger is subject to prior approval
by the Board of Governors of the Federal Reserve ("Federal Reserve"), the
Commissioner of the Michigan Financial Institutions Bureau (the "Michigan
Commissioner") and the State of California's

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<PAGE> 28

Superintendent of Banks (the "California Superintendent"). Applications for
approval of the Merger have been filed with the Federal Reserve, the Michigan
Commissioner and the California Superintendent.

Although it is not a condition to consummation of the Merger, Comerica
may, at or sometime after such consummation, elect to merge the Surviving
Corporation of the merger between Metrobank and Holdings with and into Comerica
Bank-California, a wholly-owned subsidiary of Comerica California Incorporated,
Comerica's California bank holding company (the "Surviving Corporation Merger").
The Surviving Corporation Merger would be subject to prior approval of the FDIC,
and the California Superintendent.

There can be no assurance that any of these regulatory authorities will
approve the Merger or the Surviving Corporation Merger, or if approved, as to
the date of such approvals. There can also be no assurance that such approvals
will not contain a condition or requirement which causes such approvals to fail
to satisfy the conditions to the consummation of the Merger. There can also be
no assurance that the Department of Justice will not challenge the Merger or the
Surviving Corporation Merger, or as to the outcome of any such challenge if
made. See "THE MERGER -- Conditions to the Consummation of the Merger and --
Regulatory Approvals Required."

Operations Pending the Merger. In the Merger Agreement, Metrobank has
agreed to carry on its business and the business of its subsidiaries in
substantially the manner as conducted prior to the execution of the May
Agreement, to notify Comerica promptly of any changes that would have a material
adverse effect on Metrobank's capital structure, financial condition, assets,
results of operations, business or prospects of Metrobank, to take certain other
actions, and to provide Comerica with certain reports and information. Metrobank
has also agreed in the Merger Agreement that it will not take certain actions,
including by way of example and not of limitation, issue capital stock (other
than pursuant to outstanding stock options under its Stock Option Plans), issue
other securities convertible into capital stock, acquire or dispose of material
assets, incur indebtedness other than in the ordinary course of business or
declare or pay any dividend, other than regular quarterly cash dividends in an
amount not to exceed $.15 per share. See "THE MERGER AGREEMENT -- Conduct of
Business Pending

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<PAGE> 29

the Merger" and "THE MERGER -- Operations Pending the Merger."

Operations After the Merger. If the Merger is consummated, Metrobank
will be the Surviving Corporation of the Merger, with the articles of
incorporation of Holdings and the name Metrobank. The separate existence of
Holdings will cease, and the Surviving Corporation will continue as a
wholly-owned subsidiary of Comerica. The Board of Directors of the Surviving
Corporation will be made up of certain directors of Comerica Bank-California
and Metrobank serving in those capacities at the Effective Time. Upon
consummation of the Merger, Comerica expects to contribute the stock of the
Surviving Corporation to Comerica California Incorporated, Comerica's
California bank holding company. At some point after the consummation of the
Merger the Surviving Corporation may merge into Comerica Bank-California.

Following the consummation of the Merger, David L. Buell, Chief
Executive Officer and Chairman of the Board of Metrobank, will serve Metrobank,
pursuant to a one year employment agreement, as either Chairman of Metrobank or
Vice Chairman of any successor to Metrobank. See "THE MERGER -- Interests of
Certain Persons in the Merger."

Banking policies and procedures of the Surviving Corporation and its
subsidiaries will continue in accordance with the policies of Comerica Bank -
California. See "THE MERGER -- Operations After the Merger."

Interests of Certain Persons in the Merger. Certain members of
Metrobank's management, including Mr. David L. Buell, may be deemed to have
certain interests in the Merger that are in addition to their interests as
shareholders of Metrobank generally. The Metrobank Board was aware of these
interests and considered them, among other matters, in approving the Merger
Agreement and the transactions contemplated thereby. See "THE MERGER --
Interests of Certain Persons in the Merger" and -- "Operations After the
Merger.

Anticipated Accounting Treatment. The Merger is expected to be treated
as a purchase for accounting and financial reporting purposes. The shares of
Comerica Common Stock to be issued in the Merger will be authorized but unissued
shares, or shares held as treasury shares. Subject to the rules of the
Securities and Exchange Commission, Comerica may repurchase shares of Comerica
Common Stock in open market or other transactions to fund the

16
<PAGE> 30

Merger consideration. See "THE MERGER -- Anticipated Accounting Treatment."

Certain Federal Income Tax Consequences. The obligations of Comerica,
Holdings and Metrobank to effect the Merger are conditioned upon the receipt of
a legal opinion dated the Effective Time of the Merger from legal counsel
acceptable to Comerica, subject to exceptions and assumptions normally included,
and in form and substance reasonably satisfactory to Comerica and Metrobank, to
the effect that the Merger will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "IRC"), and that Comerica and Metrobank will each be a
party to that reorganization within the meaning of Section 368(b) of the IRC.
There can be no assurance that this opinion will be received. See "THE MERGER
-- Certain Federal Income Tax Consequences."

The material federal income tax consequences of the proposed
transactions to shareholders of Metrobank are summarized under "THE MERGER --
Certain Federal Income Tax Consequences."

Stock Exchange Listing. The Comerica Common Stock is listed on the New
York Stock Exchange ("NYSE"). Comerica has agreed to apply for the listing of
the shares of Comerica Common Stock to be issued in the Merger on the NYSE. The
obligations of the parties to the Merger Agreement to consummate the Merger are
subject to approval for listing by the NYSE of such shares. See "THE MERGER --
Stock Exchange Listing."

Dissenter's Rights. Holders of Metrobank Common Stock may have certain
dissenter's rights if their shares of Metrobank Common Stock qualify as
"dissenting shares" under California law. These rights may require Metrobank to
purchase for cash at fair market value from Metrobank shareholders any such
"dissenting shares." Metrobank shareholders must strictly comply with applicable
California law to exercise their dissenter's rights. A copy of the pertinent
statutory provisions are attached to this Proxy Statement/Prospectus as Annex C.
See "THE MERGER -- Dissenter's Rights."

For additional information with respect to dissenter's rights and a
description of the procedure to exercise those rights, see "THE MERGER --
Dissenter's Rights."

17
<PAGE> 31

Stock Option Agreement. As a condition to entering into the Merger
Agreement, Comerica insisted that it be granted an option to purchase up to
9.9% of the issued and outstanding shares of Metrobank Common Stock (after
giving effect to the shares issued pursuant to the option) at an exercise price
of $15.75 per share. Metrobank made such grant pursuant to a separate Stock
Option Agreement, dated May 2, 1995 (the "Stock Option Agreement"). The option
may be exercised only upon the occurrence of certain events and conditions. The
Stock Option Agreement is attached to this Proxy Statement/Prospectus as Annex
E. See "THE STOCK OPTION AGREEMENT."

The Stock Option Agreement is intended to increase the likelihood that
the Merger will be consummated in accordance with the terms of the Merger
Agreement. Consequently, certain aspects of the Stock Option Agreement may have
the effect of discouraging persons who might now or prior to the Effective Time
be interested in acquiring all of or a significant interest in Metrobank from
considering or proposing such an acquisition, even if such persons were prepared
to pay a higher price per share for Metrobank Common Stock than the price per
share implicit in the Metrobank Conversion Rate or a higher price per share for
Metrobank Common Stock than the then current market price of such shares.

Certain Regulatory Considerations. As financial institutions, Comerica
and its banking subsidiaries are subject to certain regulatory restrictions, and
examination and reporting requirements, of certain federal and state banking
authorities. Such restrictions impact, among other things, the payment of
dividends to Comerica by its bank subsidiaries and the extent to which Comerica
and its nonbank subsidiaries can borrow or otherwise obtain credit from its bank
subsidiaries. In addition, Comerica and its bank subsidiaries are subject to
certain capital requirements. Comerica is also expected to act as a source of
financial strength to each of its subsidiary banks and to commit resources to
support each of such subsidiaries. The regulatory structure applicable to banks
has been revised considerably by recent federal legislation. See "CERTAIN
REGULATORY CONSIDERATIONS."

18
<PAGE> 32

SELECTED CONSOLIDATED FINANCIAL DATA OF COMERICA INCORPORATED

(SHARE DATA IN THOUSANDS, EXCEPT PER SHARE DATA; INCOME STATEMENT AND
BALANCE SHEET AMOUNTS IN MILLIONS)

The following table sets forth certain selected consolidated financial
data of Comerica and is based on the consolidated financial statements of
Comerica, including the respective notes thereto, which are incorporated by
reference in this Proxy Statement/Prospectus from Comerica's Annual Report on
Form 10-K for the year ended December 31, 1994 and Quarterly Report on Form 10-Q
for the six month period ended June 30, 1995, and should be read in conjunction
therewith. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" above.

FOR THE SIX MONTHS ENDED(1)
---------------------------
JUNE 30, JUNE 30, FOR THE YEAR ENDED DECEMBER 31,
-------- -------- -------------------------------
1995 1994 1994 1993 1992 1991 1990
------ ------ ------ ------ ------ ------ ------
CONDENSED STATEMENT OF INCOME
(IN MILLIONS):
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income ................................. $ 636 $ 605 $ 1,230 $ 1,134 $ 1,121 $ 1,050 $ 927
Provision for loan losses ........................... 28 30 56 69 111 105 100
Non-interest income ................................. 241 227 467 462 411 385 348
Non-interest expenses ............................... 544 516 1,059 1,038 1,092 945 848
Provision for income taxes .......................... 103 96 195 148 89 105 79
-------- -------- ------- ------ -------- -------- -------
Net income .......................................... $ 202 $ 190 $ 387 $ 341 $ 240 $ 280 $ 248
======== ======== ======== ======= ======== ======== =======

PER COMMON SHARE DATA:
Net income (primary) ................................ $ 1.71 $ 1.62 $ 3.28 $ 2.85 $ 1.99 $ 2.41 $ 2.25
Net income (fully diluted) .......................... 1.71 1.62 3.28 2.85 1.98 2.38 2.23
Cash dividends declared ............................. .67 .60 1.24 1.07 .96 .92 .87
Common stockholders' equity (period end) ........... 21.68 19.81 20.46 18.99 17.38 16.30 14.52
Average primary common shares outstanding
(in thousands) .................................... 117,865 117,497 118,160 119,569 119,113 114,713 108,742

CONSOLIDATED AVERAGE BALANCES
(IN MILLIONS):
Total loans ......................................... $ 22,938 $ 19,498 $ 20,211 $ 18,307 $ 17,447 $ 16,622 $ 15,477
Total assets ........................................ 33,628 30,868 31,451 27,236 26,510 26,365 24,332
Total deposits ...................................... 21,493 21,222 21,325 20,721 20,913 20,785 19,381
Medium- and long-term debt .......................... 4,197 1,847 2,708 1,087 414 323 348
Common stockholders' equity ......................... 2,477 2,256 2,313 2,136 1,957 1,741 1,485
Total stockholders' equity .......................... 2,477 2,256 2,313 2,136 1,995 1,779 1,523

PERFORMANCE RATIOS:(2)
Return on average assets ............................ 1.20% 1.23% 1.23% 1.25% 0.91% 1.06% 1.02%
Return on average common stockholders' equity ....... 16.28 16.85 16.74 15.94 12.10 15.90 16.47
Net interest margin -- taxable equivalent ........... 4.16 4.34 4.32 4.65 4.73 4.49 4.36
Non-interest expenses as % of average total assets .. 3.24 3.35 3.37 3.81 4.12 3.58 3.49
Non-performing assets as % of loans and other
real estate owned(3) .............................. .82 1.27 .92 1.09 1.50 1.48 1.54
Non-performing loans as % of loans(3) ............... .65 .99 .74 .83 1.23 1.22 1.19
Allowance for loan losses as % of loans(3) .......... 1.41 1.59 1.47 1.56 1.69 1.62 1.60
Allowance for loan losses as % of non-performing
assets(3) ......................................... 171 124 160 143 113 109 104
Net charge-offs as % of average loans ............... .17 .24 .24 .43 .57 .58 1.18
Total stockholders' equity as % of assets(3) ........ 7.01 7.42 7.15 7.2 7.61 6.68 6.05
Common stockholders' equity as % of assets(3) ....... 7.01 7.42 7.15 7.2 7.47 6.55 5.90

REGULATORY CAPITAL RATIOS:(2)
Tier I risk-based capital ........................... 7.61% 8.41% 8.13% 8.21% 8.83% 8.13% 7.23%
Total risk-based capital ............................ 10.85 11.58 11.68 11.58 11.82 10.69 9.99
Leverage ratio ...................................... 6.59 6.86 6.93 7.04 7.52 6.61 5.75
</TABLE>

---------------
(1) During the three months ended March 31, 1995, Comerica completed the
acquisition of University Bank & Trust Company in a purchase
transaction. See "THE COMPANIES
-- Comerica Incorporated -- Recently Completed Acquisitions."
(2) Ratios are annualized where appropriate.
(3) At period end.

19
<PAGE> 33

SELECTED CONSOLIDATED FINANCIAL DATA OF METROBANK

The following table sets forth certain selected consolidated financial
data of Metrobank and is based on the financial statements of Metrobank,
including the respective notes thereto, which are incorporated by reference in
this Proxy Statement/Prospectus from Metrobank's Annual Report on Form F-2 for
the year ended December 31, 1994 and Quarterly Reports on Form F-4 for the six
month period ended June 30, 1995, and should be read in conjunction therewith.
See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" above.

(INCOME STATEMENT AND BALANCE SHEET AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

FOR THE SIX MONTHS ENDED(1)
---------------------------
JUNE 30, JUNE 30,
-------- --------
1995 1994
---- ----
<S> <C> <C>
STATEMENT OF OPERATIONS DATE:
Interest income ............................................ $ 42,825 $ 31,085
Interest expense ........................................... 10,723 6,130
---------- ----------
Net interest income ........................................ 32,102 24,955
Provision for possible loan losses ......................... 2,300 1,415
Noninterest income ......................................... 2,714 2,235
Noninterest expense ........................................ 24,709 20,866
---------- ----------
Earnings before income taxes ............................... 7,807 4,909
Provision for income taxes ................................. 2,754 1,429
---------- ----------
Net earnings ............................................... $ 5,053 $ 3,480
========== ==========

PER SHARE DATA:
Net earnings ............................................... $ 0.88 $ 0.64
Dividends per share ........................................ $ 0.30 $ 0.27
Stockholders' equity per share at period end ............... $ 13.66 $ 12.65

CONSOLIDATED BALANCES -
END OF PERIOD:
Assets ..................................................... $1,321,243 $ 996,948
Net Loans .................................................. 766,213 583,095
Deposits ................................................... 1,229,312 909,793
Shareholders' equity ....................................... 74,803 66,700

CONSOLIDATED AVERAGE BALANCES:
Assets ..................................................... $1,078,817 $ 926,421
Net loans .................................................. 700,013 563,543

STATEMENT OF OPERATIONS DATA
AVERAGE BALANCES:
Deposits ................................................... $ 984,457 $ 817,608
Stockholders' equity ....................................... 72,489 66,140

PERFORMANCE RATIOS (ANNUALIZED):
Return on average assets ................................... 0.94% 0.76%
Return on average equity ................................... 14.06% 10.61%
Net interest margin ........................................ 6.69% 6.12%
Non-interest expenses to average total assets .............. 4.62% 4.54%
Non-performing assets to total assets ...................... 1.71% 1.55%
Non-performing loans to total loans ........................ 2.75% 1.72%
Allowance for possible losses to total loans ............... 2.00% 2.28%
Allowance for possible losses to non-performing loans....... 72.79% 132.54%

STATEMENT OF OPERATIONS DATA:
Net charge-offs to average loans ........................... 1.34% 0.31%

REGULATORY CAPITAL RATIOS:
Tier 1 risk-based ratio .................................... 8.20% 9.90%
Total risk-based capital ratio ............................. 9.45% 11.20%
Leverage ratio ............................................. 6.11% 7.01%
</TABLE>

FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATE:
Interest income ............................................ $ 66,602 $ 61,059 $ 61,764 $ 64,097 $ 64,433
Interest expense ........................................... 13,688 12,634 15,741 24,968 25,107
---------- ---------- ---------- ---------- ----------
Net interest income ........................................ 52,914 48,425 46,023 39,129 39,326
Provision for possible loan losses ......................... 3,565 8,820 5,200 2,130 5,619
Noninterest income ......................................... 4,581 9,583 5,661 6,238 5,983
Noninterest expense ........................................ 42,505 42,005 39,227 35,660 36,339
---------- ---------- ---------- ---------- ----------
Earnings before income taxes ............................... 11,425 7,183 7,257 7,577 3,351
Provision for income taxes ................................. 3,272 1,168 1,499 2,064 1,250
---------- ---------- ---------- ---------- ----------
Net earnings ............................................... $ 8,153 $ 6,015 $ 5,758 $ 5,513 $ 2,101
========== ========== ========== ========== ==========

PER SHARE DATA:
Net earnings ............................................... $ 1.47 $ 1.15 $ 1.10 $ 1.06 $ 0.40
Dividends per share ........................................ $ 0.55 $ 0.41 $ 0.55 $ 0.39 $ 0.28
Stockholders' equity per share at period end ............... $ 13.06 $ 12.18 $ 11.34 $ 10.67 $ 9.95

CONSOLIDATED BALANCES -
END OF PERIOD:
Assets ..................................................... $1,052,172 $ 955,858 $ 905,083 $ 824,774 $ 744,521
Net Loans .................................................. 601,466 553,125 517,850 475,474 412,277
Deposits ................................................... 959,160 885,386 801,863 740,824 672,765
Shareholders' equity ....................................... 70,215 63,752 59,279 55,761 52,002

CONSOLIDATED AVERAGE BALANCES:
Assets ..................................................... $ 946,257 $ 896,568 $ 857,565 $ 755,398 $ 748,549
Net loans .................................................. 575,637 530,706 499,628 442,084 380,466

STATEMENT OF OPERATIONS DATA
AVERAGE BALANCES:
Deposits ................................................... $ 843,349 $ 795,506 $ 746,962 $ 666,887 $ 659,249
Stockholders' equity ....................................... 67,234 61,540 57,518 53,679 53,458

PERFORMANCE RATIOS (ANNUALIZED):
Return on average assets ................................... 0.86% 0.67% 0.67% 0.72% 0.28%
Return on average equity ................................... 12.12% 9.77% 10.01% 10.27% 3.86%
Net interest margin ........................................ 6.31% 6.13% 6.17% 5.97% 6.19%
Non-interest expenses to average total assets .............. 4.49% 4.69% 4.57% 4.72% 4.85%
Non-performing assets to total assets ...................... 1.60% 1.29% 1.91% 0.99% 1.46%
Non-performing loans to total loans ........................ 2.17% 1.16% 1.23% 0.60% 2.59%
Allowance for possible losses to total loans ............... 2.08% 2.31% 1.91% 1.69% 1.59%
Allowance for possible losses to non-performing loans....... 96.02% 199.39% 155.56% 283.72% 62.94%

STATEMENT OF OPERATIONS DATA:
Net charge-offs to average loans ........................... 0.66% 1.07% 0.64% 0.16% 0.44%

REGULATORY CAPITAL RATIOS:
Tier 1 risk-based ratio .................................... 10.11% 9.99% 9.76% 9.57% 9.14%
Total risk-based capital ratio ............................. 11.37% 11.24% 11.01% 10.99% 10.31%
Leverage ratio ............................................. 7.24% 6.92% 6.57% 6.69% 6.97%
</TABLE>

20
<PAGE> 34

COMPARATIVE PER SHARE DATA (UNAUDITED)

The following table sets forth for the Comerica Common Stock and the Metrobank
Common Stock certain historical, pro forma and pro forma equivalent per share
financial information. The pro forma data does not purport to be indicative of
the results of future operations or the results that would have occurred had the
Merger been consummated at the beginning of the periods presented. The pro forma
data gives effect to the Merger and is based on numerous assumptions and
estimates. The pro forma financial data has been included as required by the
rules of the Commission and is provided for comparative purposes only. The
information presented below should be read in conjunction with the separate
financial statements of Comerica and Metrobank, including the applicable notes,
incorporated by reference herein. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

Comerica Metrobank
---------------------- -------------------------
Equivalent
Historical Pro Forma Historical Pro Forma(2)
---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
COMMON SHAREHOLDERS' EQUITY:
December 31, 1994.........................................$20.46 $20.46 $13.06 $16.14
June 30, 1995 ............................................ 21.68 22.18 13.43 17.50
CASH DIVIDENDS:(1)
Year ended December 31, 1994.............................. 1.24 1.24 .55 .98
Six months ended June 30, 1995............................ .67 .67 .30 .53
NET INCOME:
Year ended December 31, 1994:
Primary............................................... 3.28 3.35 1.47 2.64
Fully diluted........................................... 3.28 3.35 1.47 2.64
Six months ended June 30, 1995(3)
Primary................................................. 1.71 1.73 .42 1.36
Fully diluted........................................... 1.71 1.73 .42 1.36
</TABLE>

---------------
(1) The Comerica pro forma combined dividends per share amounts represent
historical dividends declared per share only on Comerica Common Stock.

(2) The Metrobank pro forma equivalent per share amounts are calculated
assuming a Metrobank Conversion Rate of .7889. The Metrobank Conversion
Rate is subject to adjustment. See "THE MERGER -- Merger
Consideration."

(3) Does not include the dilutive effect of the grant of an option to
Comerica to purchase up to approximately 590,827 shares of Metrobank
Common Stock pursuant to the Stock Option Agreement. See "THE STOCK
OPTION AGREEMENT."

21
<PAGE> 35

COMPARATIVE STOCK PRICES

Comerica Common Stock is listed on the New York Stock Exchange
("NYSE"). The table below sets forth, for the periods indicated, the high and
low sales prices per share of Comerica Common Stock as reported on the NYSE
Composite Transactions Tape. The per share information set forth below has been
adjusted to reflect the 100% stock dividend paid January 4, 1993 to Comerica
common shareholders of record as of December 15, 1992.

Metrobank Common Stock is listed on the American Stock Exchange
("AMEX"). The table below sets forth, for the periods indicated, the high and
low sales prices per share of Metrobank Common Stock as reported on the AMEX
Composite Transactions Tape.

COMERICA METROBANK
COMMON STOCK COMMON STOCK
------------------- ------------------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
1993 First Quarter................................................. $33.375 $28.750 $12.88 $11.13
Second Quarter................................................ 35.250 27.625 13.00 10.00
Third Quarter................................................. 31.500 26.875 10.88 9.25
Fourth Quarter................................................ 29.000 25.125 12.38 9.75

1994 First Quarter................................................. $28.250 $25.250 $12.28 $10.47
Second Quarter................................................ 30.875 25.125 16.72 10.78
Third Quarter................................................. 31.250 27.750 15.69 13.28
Fourth Quarter................................................ 28.250 24.125 17.38 13.88

1995 First Quarter................................................. $28.375 $24.125 $17.50 $15.50
Second Quarter................................................ 33.125 27.250 24.38 15.25
Third Quarter (through August 15, 1995)....................... 35.750 31.875 26.75 23.50
</TABLE>

On May 1, 1995 (the last trading day preceding the execution of the May
Agreement), the last sales price of Comerica Common Stock as reported on the
NYSE Composite Transactions Tape was $28.125 per share. On August 15, 1995 (the
last practicable date prior to the mailing of this Proxy Statement/Prospectus),
the last sales price of Comerica Common Stock as reported on the NYSE Composite
Transactions Tape was $34.750 per share.

On May 1, 1995 (the last trading day preceding the execution of the May
Agreement), the last sales price of Metrobank Common Stock as reported on the
AMEX Composite Transactions Tape was $25.88 per share (or approximately $27.41
per share of Comerica

22
<PAGE> 36

Common Stock on an equivalent per share basis). On August 15, 1995 (the
last practicable date prior to the mailing of this Proxy Statement/Prospectus),
the last sales price of Metrobank Common Stock as reported on the AMEX
Composite Transactions Tape was $27.41 per share (or approximately $25.88 share
of Comerica Common Stock on an equivalent per share basis).(1)

METROBANK SHAREHOLDERS ARE ADVISED TO OBTAIN CURRENT MARKET QUOTATIONS
FOR COMERICA COMMON STOCK. NO ASSURANCE CAN BE GIVEN CONCERNING THE MARKET PRICE
OF COMERICA COMMON STOCK BEFORE OR AFTER THE DATE ON WHICH THE MERGER IS
CONSUMMATED. THE MARKET PRICE OF COMERICA COMMON STOCK WILL FLUCTUATE BETWEEN
THE DATE OF THIS PROXY STATEMENT/PROSPECTUS AND THE DATE ON WHICH THE MERGER IS
CONSUMMATED AND THEREAFTER.

On June 30, 1995, there were 17,145 holders of record of Comerica
Common Stock, and 361 holders of record of Metrobank Common Stock.

---------------
(1) Equivalent per share prices of Metrobank Common Stock as compared to
Comerica Common Stock assume a Metrobank Conversion Rate of .7889. The
Metrobank Conversion Rate is subject to adjustment. See "THE MERGER --
Merger Consideration."

23
<PAGE> 37

INTRODUCTION

This Proxy Statement/Prospectus is being furnished to shareholders of
Metrobank in connection with the solicitation of proxies by the Board of
Directors of Metrobank (the "Metrobank Board") for use at the Special Meeting of
Shareholders of Metrobank (the "Special Meeting") to be held at the offices of
Metrobank located at 10900 Wilshire Boulevard, Los Angeles, California 90024 on
September 26, 1995 at 4:00 p.m., and at any adjournments or postponements
thereof.

At the Special Meeting, the shareholders of Metrobank will be asked to
consider and vote upon a proposal (the "Merger Proposal") to adopt and approve
(a) the Amended and Restated Agreement and Plan of Reorganization and Merger,
dated as of July 31, 1995, as amended by the Letter Agreement dated August 10,
1995 (the "Merger Agreement"), by and among Comerica Incorporated, a Delaware
corporation and a registered bank holding company ("Comerica"), Comerica
Holdings Incorporated, a California corporation ("Holdings"), and Metrobank
attached as Annex A hereto and more fully described herein, which amends and
restates the Agreement and Plan of Reorganization and Merger dated as of May 2,
1995 by and among Comerica, Holdings and Metrobank (the "May Agreement"), by
and among Metrobank, Holdings and Comerica and (b) the Agreement of Merger (the
"Subsidiary Merger Agreement"), attached as Annex B hereto, providing for the
merger (the "Merger") of Holdings with and into Metrobank. Metrobank will be
the surviving corporation (the "Surviving Corporation") following the Merger,
and will become a wholly-owned subsidiary of Comerica.

In the Merger, each outstanding share of common stock, no par value per
share, of Metrobank ("Metrobank Common Stock"), subject to certain provisions
with respect to fractional shares and dissenting shares, will be converted into
the right to receive common stock, $5.00 par value per share, of Comerica
("Comerica Common Stock") at the Metrobank Conversion Rate. Based upon an
assumed number of shares of Fully Diluted Metrobank Common Stock (as defined in
the Merger Agreement) of 6,092,817 as of the consummation of the Merger, the
Metrobank Conversion Rate would be .7889 of a share of Comerica Common Stock,
subject to certain possible downward adjustments described in the Merger
Agreement. In the event that such downward adjustments, if any, result in a
Metrobank Conversion Rate below .625, Metrobank may terminate the Merger
Agreement or, if necessary, hold an additional meeting of Metrobank
shareholders to approve such Metrobank Conversion Rate. In addition, all
existing rights with respect to Metrobank Common Stock pursuant to Metrobank
stock option plans (the "Stock Options"), shall be converted into and become

24
<PAGE> 38

equivalent rights with respect to Comerica Common Stock. Each Metrobank Stock
Option holder will receive the number of stock options (subject to the terms of
the applicable stock option agreement), for Comerica Common Stock such holder
would have received according to the Metrobank Conversion Rate as if such holder
exercised his or her Metrobank Stock Options in full immediately prior to the
Effective Time. See "THE MERGER -- Merger Consideration."

The date on which this Proxy Statement/Prospectus is first being sent
to shareholders of Metrobank is on or about August 22, 1995.

THE COMPANIES

COMERICA INCORPORATED

General. Comerica is a registered bank holding company incorporated
under the laws of the State of Delaware, headquartered in Detroit, Michigan and
was formed in 1973 to acquire the outstanding common stock of Comerica Bank
(formerly Comerica Bank-Detroit), a Michigan banking corporation ("Comerica
Bank"). On June 18, 1992, Manufacturers National Corporation, a registered bank
holding company incorporated under the laws of the State of Delaware
("Manufacturers"), was merged with and into Comerica. Comerica was the Surviving
Corporation. The merger was accounted for as a pooling-of-interests. As of June
30, 1995 , Comerica owned directly or indirectly all the outstanding common
stock (except for directors' qualifying shares, where applicable) of 8 banking
and 36 active nonbanking subsidiaries. At June 30, 1995 , Comerica had total
assets of approximately $35.5 billion, total deposits of approximately $21.9
billion, total loans (net of unearned income) of approximately $24.0 billion,
and shareholders' equity of approximately $2.5 billion. At June 30, 1995,
Comerica was the second largest bank holding company headquartered in Michigan
in terms of total assets.

Comerica's business strategy focuses on five core businesses in four
geographic markets. Those businesses are corporate banking, consumer banking,
private banking, institutional trust and investment management, and
international finance and trade services. Corporate banking incorporates highly
specialized units servicing a full range of company sizes with both credit and

25
<PAGE> 39

non-credit products. Consumer banking provides deposit, credit and fee-based
products to individuals needing financial services but whose income or wealth do
not make them prospects for private banking services. Private banking is
oriented to servicing the financial needs of the affluent market as defined by
individual net income or worth. Institutional trust and investment management
activities involve providing companies, municipalities and other entities a wide
spectrum of investment management products and trust products such as master
trust, master custody, and corporate trust services, as well as administering
and serving as trustee for employee benefit plans. International finance and
trade services offer importers and exporters trade financing, letters of credit,
foreign exchange and international customhouse brokerage and freight forwarding
products. The core businesses are tailored to each of Comerica's four primary
geographic markets: the Midwest (currently Michigan and Illinois), Texas,
California, and Florida. The Midwest is the only market in which all five core
businesses are currently pursued. In California and Texas, the primary focus is
on corporate banking and private banking activities. In Florida, the primary
focus is on private banking.

On September 14, 1992, Comerica Bank, Comerica's principal banking
subsidiary, and Manufacturers Bank, N.A. (the principal banking subsidiary of
Manufacturers prior to its merger into Comerica on June 18, 1992) were merged,
with Comerica Bank being the surviving institution. Such merger was accounted
for using the pooling-of-interests method. At June 30, 1995, Comerica Bank had
approximately 280 branch offices in Michigan and total assets of approximately
$28.5 billion. At June 30, 1995, Comerica Bank was the second largest commercial
bank in Michigan in terms of deposits.

In Illinois, Comerica owns Comerica Bank-Illinois. At June 30, 1995,
Comerica Bank-Illinois had 28 offices in Illinois and total assets of
approximately $1.5 billion.

In Texas, Comerica owns Comerica Bank-Texas, which focuses on middle
market banking, small business banking, private banking and trust services in
the Houston and Dallas/Fort Worth, Texas area. At June 30, 1995, Comerica
Bank-Texas had total assets of approximately $3.5 billion and 58 offices. See
"Recently Completed Acquisitions" for information regarding Lockwood National
Bank of Houston, which was acquired by Comerica on August 4, 1994 and

26
<PAGE> 40

merged into Comerica Bank-Texas on December 16, 1994.

In California, Comerica owns Comerica Bank-California, which focuses on
middle market banking, small business and private banking, as well as trust and
treasury management services, in the San Francisco Bay and Los Angeles areas,
and University which provides similar services in the Palo Alto area. At June
30, 1995, Comerica Bank-California and University Bank & Trust Company had total
assets of approximately $2.5 billion. They had 34 offices of which eleven are
located in the San Francisco Bay Area. Comerica Bank-California provides a wide
array of services focused in middle market banking, small business banking, high
technology, commercial real estate lending and mortgage banker financing.
Comerica Bank-California also provides treasury management and trade finance
services to corporate customers. It also targets affluent and professional
clients and provides customized solutions for their private banking needs.
Specialized banking services include lines of credit, equipment loans,
residential mortgage loans, equity lines of credit and consumer loans. Comerica
Bank-California offers fully managed trust accounts for individuals and
companies, and administration, record keeping, and investment services for
401(k) plans and pension and profit sharing plans. See "Recently Completed
Acquisitions" for information regarding University Bank & Trust Company which
was acquired by Comerica on March 31, 1995.

Comerica serves trust and banking customers in Florida through Comerica
Bank & Trust, F.S.B., a federally chartered savings bank, which operates six
offices and had approximately $158 million in assets at June 30, 1995.

Competitors of Comerica's banking subsidiaries include commercial
banks, savings and loan associations, consumer and commercial finance companies,
leasing companies, credit unions and other financial services companies. Based
on the recent passage of the Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Act") and on legislation passed during 1985 that allows
Michigan-based banks to acquire or be acquired by banks in states with similar
laws in effect, Comerica believes that the level of competition will increase in
the future.

Comerica's principal executive offices are located at Comerica Tower at
Detroit Center, 500 Woodward Avenue, Suite 3100, Detroit, Michigan 48226, and
its telephone number is (313) 222-4000.

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<PAGE> 41

Recently Completed Acquisitions. On September 8, 1993, Comerica,
Pacific Western Bancshares, Inc., a Delaware corporation and a bank holding
company ("PAC WEST"), Pacific Western Bank, a California state-chartered bank
and a wholly-owned subsidiary of PAC WEST ("PWB") and Comerica California
Incorporated, a California registered bank holding company and wholly-owned
subsidiary of Comerica ("COM CAL") entered into an Agreement and Plan of
Reorganization and Merger providing for, among other things, the merger of COM
CAL into PAC WEST with PAC WEST being the Surviving Corporation under the
charter and bylaws of COM CAL and the name "Comerica California Incorporated."
The merger was completed on March 30, 1994 and was accounted for as a purchase.
PAC WEST shareholders received common stock of Comerica valued at approximately
$121 million. At December 31, 1993, PAC WEST had assets of approximately $1
billion. PWB merged into Comerica Bank-California on June 30, 1994.

On April 4, 1994, Comerica, Michigan National Corporation, a Michigan
corporation and a bank holding company ("MNC"), Lockwood Banc Group, Inc., a
Michigan corporation, wholly-owned subsidiary of MNC and a registered bank
holding company ("Lockwood") and Lockwood National Bank of Houston, a national
banking association and wholly-owned subsidiary of Lockwood ("LNB") entered into
a Stock Purchase Agreement whereby Comerica purchased from MNC all of the issued
and outstanding stock of Lockwood and LNB. The purchase was completed on August
4, 1994 for a purchase price of approximately $44 million in cash. At June 30,
1994 Lockwood had assets of approximately $318 million. Comerica contributed the
stock of LNB to Comerica Texas Incorporated, its wholly-owned bank holding
company in Texas. LNB merged into Comerica Bank-Texas on December 16, 1994.

On October 4, 1994, Comerica, University Bank & Trust Company, a
California Bank ("UBT") and Comerica Interim Incorporated, a California
corporation and wholly-owned subsidiary of Comerica ("Interim") entered into an
Agreement and Plan of Reorganization and Merger providing for, among other
things, the merger of UBT into Interim with UBT being the surviving corporation.
Subsequent to the merger of UBT into Interim, UBT may, at Comerica's election,
be merged into a subsidiary of Comerica. The merger of Interim into UBT was
completed on March 31, 1995 and was accounted for as a purchase. UBT
shareholders received Comerica Common Stock valued at approximately $69 million.
At March 31, 1995, UBT had assets of

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<PAGE> 42

approximately $490 million.

On June 1, 1995, Comerica and the shareholders of W.Y. Campbell &
Company, a Michigan corporation and an investment banking firm based in Detroit,
Michigan ("Campbell"), entered into an Agreement and Plan of Reorganization that
provided for, among other things, the acquisition of all of the capital stock of
Campbell by Comerica's wholly-owned subsidiary, Comerica Bank-Ann Arbor, N.A.
The acquisition of Campbell was completed on June 23, 1995.

Pending Acquisition. On June 28, 1995, Comerica, QuestStar Bank, N.A.,
a national bank ("QuestStar"), Comerica Texas Incorporated, a Texas corporation,
bank holding company and wholly owned subsidiary of Comerica ("Comerica-Texas")
and Comerica Interim Incorporated, a Texas corporation and wholly owned
subsidiary of Comerica-Texas ("Interim") entered into an Agreement and Plan of
Reorganization and Merger providing for, among other things, the merger of
QuestStar into Interim with Interim being the surviving corporation. Subsequent
to the merger of QuestStar into Interim, Interim may, at Comerica's election, be
merged into a subsidiary of Comerica. The transaction is subject to regulatory
and QuestStar shareholder approval and is expected to be completed sometime in
the fourth quarter of 1995. Shareholders of QuestStar would receive cash in the
amount of approximately $25 million, subject to certain adjustments. At May 31,
1995, QuestStar had assets of approximately $196 million.

Joint Venture. On November 2, 1994 Comerica and Munder Capital
Management, Inc., a Delaware corporation and registered investment adviser
located in the Detroit, Michigan metropolitan area ("Munder"), entered into a
Joint Venture Agreement providing for the combination of the investment advisory
businesses of Munder and two investment advisory subsidiaries of Comerica:
Woodbridge Capital Management, Inc. ("Woodbridge") and World Asset Management,
Inc. ("World"). As of December 31, 1994, the joint venture became effective with
the formation of a partnership, Munder Capital Management, that succeeded to the
investment advisory businesses of Munder, Woodbridge, and World. Munder now
holds a majority interest in Munder Capital Management, and Comerica holds a
minority interest.

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<PAGE> 43

Future Acquisitions. Comerica continues to review and evaluate
potential acquisitions in order to expand its core businesses in defined
markets. Comerica anticipates that from time to time in the future it will
acquire companies which complement and effectuate Comerica's business objectives
in both federally-assisted and negotiated transactions. Certain bank
acquisitions, including those by Comerica and others have typically involved the
payment of a premium over book and market values, which may sometimes result in
some dilution to the acquiring company's book value and net income per common
share. Comerica expects that future acquisitions may involve acquisition
premiums but management expects dilution to occur infrequently.

Michigan Environmental Complaint. Manufacturers Bank (which was merged
with and into Comerica Bank in September, 1992) was served on July 24, 1990 with
a complaint by the Attorney General of the State of Michigan ("Plaintiff") in
which the Plaintiff sought to impose strict, joint, and several liabilities upon
Manufacturers Bank pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA"), the Resource Conservation and
Recovery Act, and the Michigan Water Resources Commission Act. Plaintiff alleged
that Manufacturers Bank was an operator of certain facilities which have
environmental problems and that Manufacturers Bank had indicia of ownership
under CERCLA. The facilities involved were actually owned and operated by Auto
Specialties Manufacturing Company ("AUSCO"), now in bankruptcy. Plaintiff bases
the allegation upon the fact that two former Manufacturers Bank officers and
employees were members of the Board of Directors of AUSCO and that Manufacturers
Bank allegedly directed the installation of new management at AUSCO. Plaintiff
contends Manufacturers Bank had final and ultimate approval over AUSCO's
corporate strategies, policies and acquisitions.

Plaintiff seeks cleanup costs and damages and has expressed the opinion
that the claim will be well in excess of $30 million. Comerica's management
believes that this action will not have a materially adverse effect on
Comerica's consolidated financial position, although it may, depending upon the
amount of ultimate liability, if any, and the consolidated results of operations
in the year of final resolution, have a materially adverse effect on the
consolidated results of operation in that year. On January 12, 1993, the United
States District Court for the Western District of Michigan granted Manufacturers
Bank its motion for summary

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<PAGE> 44

judgment. Plaintiff has filed an appeal to the Sixth Circuit Court of Appeals
which is still pending.

METROBANK

Metrobank is a California state chartered bank incorporated originally
as a national association on January 16, 1979. Metrobank converted from a
national association to a California state chartered institution on November 1,
1988. As a California state chartered bank which is also a member of the Federal
Reserve, Metrobank is governed by the California Financial Code and regulated by
the California Superintendent of Banks and the Federal Reserve Board. At June
30, 1995, Metrobank had total assets of approximately $1.3 billion, total
deposits of approximately $1.2 billion and total loans (net of unearned income)
of approximately $782 million, and shareholders' equity of approximately $75
million.

Metrobank's primary service area is the Los Angeles County area with
additional offices in Orange and San Diego counties. Metrobank provides banking
services primarily to entrepreneurs with companies that have sales volumes up to
$50 million per annum. To facilitate this line of business, Metrobank strives to
acquire high quality personnel and attractive and prominent facilities in
communities that are well-recognized centers of commerce. This is reflected in
the establishment of the Los Angeles Headquarters Office in the 17-story Murdock
Plaza in the heart of Westwood at Wilshire and Westwood Boulevards; the South
Bay Regional head Office in the Del Amo financial Center in Torrance; the Orange
County Regional Head Office located in Koll Center in Newport Beach; the San
Fernando Valley Regional head Office located in the Warner Center Plaza in the
West San Fernando Valley; and the San Diego Regional Head Office, located in the
Mission Valley area of San Diego. In addition, Metrobank maintains centralized
loan, finance and administrative facilities in Torrance.

Metrobank offers a full range of commercial banking services, including
the making of commercial loans, accounts receivable loans, various types of
consumer loans, and real estate construction loans and commercial mortgage
loans; the acceptance of checking, interest-bearing checking (NOW), money
market, savings and time deposits; and the provision of traveler's checks, check
guarantees, safe deposit and other customary non-deposit banking

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<PAGE> 45

services. Metrobank does not issue VISA or MasterCard credit cards, but is a
merchant depository for cardholder drafts under both types of credit cards. At
the present time Metrobank does not have a trust department, however, Metrobank
makes arrangements with correspondent banks to provide trust services. Metrobank
also provides international banking services for its customers.

Although Metrobank offers certain consumer banking services as an
accommodation to its existing business banking customers, Metrobank does not
emphasize this "retail" portion of its business. Accordingly, Metrobank does not
offer free checking accounts, Saturday or extended banking hours, or
drive-through tellers. Management feels strongly that all banking services
should be offered only if they are profitable and, if offered, should be charged
for on a competitive basis unless the account relationship provides sufficient
earnings through its demand deposit balances to more than offset the cost of the
services provided. Metrobank has been offering certain mutual funds and other
non-deposit investments through an affiliation with Standard Chartered Bank.
This division of Standard Chartered Bank has recently been acquired by First
Interstate Bank which has given Metrobank notice of termination of the
affiliation.

On August 31, 1994, Metrobank entered into an agreement to acquire the
National Bank of Long Beach ("NBLB") from its Danish parent, Topdanmark Bank
A/S. According to the terms of the agreement, Metrobank purchased all
outstanding common and preferred NBLB stock for cash at the net book value on
December 31, 1994, subject to certain valuation adjustments. The acquisition was
completed on April 1, 1995.

Competitors of Metrobank include commercial banks, savings & and loan
associations, securities brokerage firms and credit unions.

Metrobank's principal executive offices are located at 10900 Wilshire
Boulevard, Los Angeles, California 90024, and its telephone number is (310)
824-5700.

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<PAGE> 46
THE SPECIAL MEETING

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, holders of Metrobank Common Stock will consider
and vote upon the Merger Proposal to approve and adopt the Merger Agreement, the
Subsidiary Merger Agreement and the Merger. No other matters will be brought
before the Special Meeting.

ALL THE MEMBERS OF THE METROBANK BOARD OF DIRECTORS WERE PRESENT AT THE
MEETING APPROVING THE MERGER AGREEMENT, AND THEY UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE SUBSIDIARY MERGER AGREEMENT AND THE MERGER. THE METROBANK BOARD
OF DIRECTORS RECOMMENDS THAT METROBANK SHAREHOLDERS VOTE FOR APPROVAL OF THE
MERGER PROPOSAL.

VOTE REQUIRED

The affirmative vote of the holders of at least a majority of the
outstanding shares of Metrobank Common Stock entitled to vote thereon is
required to approve the Merger Proposal. Each share of Metrobank Common Stock is
entitled to one vote. Thus, any shares of Metrobank Common Stock which for any
reason, including abstentions or broker non-votes, are not voted for approval of
the Merger Proposal will not count toward the required total and will have the
same effect, for purposes of approving the Merger Proposal, as shares voted
against the Merger Proposal. Approval of the Merger Proposal by the requisite
vote of Metrobank shareholders is a condition to, and required for, the
consummation of the Merger. See "THE SPECIAL MEETING -- Record Date; Shares
Entitled to Vote; Quorum."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

At June 30, 1995, Metrobank directors, executive officers and their
affiliates may be deemed to be the beneficial owners of approximately 2,412,132
shares of Metrobank Common Stock excluding options exercisable within 60 days,
representing approximately 44.05% of the then outstanding shares of Metrobank
Common Stock. Such officers and directors are entitled to exercise options
within 60 days to acquire a total of 447,562 shares of Metrobank Common Stock,
which would result in such persons being deemed to be the beneficial owners of
approximately 51.54% of the shares of Metrobank Common Stock outstanding as of
June 30, 1995 . See "THE MERGER -- Stock Option Plans." Except for Rudy B.
Markmiller, each director-shareholder of Metrobank has executed an agreement
with Comerica which, among other things, obligates them to vote the shares of
Metrobank Common Stock owned or controlled by them in favor of the Merger,
subject

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<PAGE> 47

to fiduciary obligations. See "THE MERGER AGREEMENT -- Shareholder Agreements."

As of the Record Date, no shares of Metrobank Common Stock were
beneficially owned by Comerica, Holdings or any of their subsidiaries, directors
or executive officers, or their affiliates.

VOTING OF PROXIES

Shares of Metrobank Common Stock represented by properly executed
proxies received at or prior to the Special Meeting will be voted at the Special
Meeting in the manner specified by the holders of such shares. Properly executed
proxies which do not contain voting instructions will be voted FOR approval of
the Merger Proposal.

If any other matters are properly presented at the Special Meeting for
consideration, including, among other things, consideration of a motion to
adjourn the Special Meeting to another time and/or place (including, without
limitation, for the purpose of soliciting additional proxies), the persons named
in the form of proxy enclosed herewith and acting thereunder will have
discretion to vote on such matters in accordance with their best judgment.

Metrobank does not have any knowledge of any matters to be presented at
the Special Meeting other than those matters referred to and described herein.

REVOCABILITY OF PROXIES

The grant of a proxy on the enclosed form of proxy does not preclude a
shareholder from voting in person or otherwise revoking a proxy. Attendance at
the Special Meeting will not in and of itself constitute revocation of a proxy.
A shareholder may revoke a proxy at any time prior to its exercise by filing
with Sharon L. Canup, Corporate Secretary of Metrobank, 10900 Wilshire
Boulevard, Los Angeles, California 90024, a duly executed revocation or a proxy
bearing a later date or by voting in person at the Special Meeting.

RECORD DATE; SHARES ENTITLED TO VOTE; QUORUM

Only holders of record of Metrobank Common Stock at the close

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<PAGE> 48

of business on August 1, 1995 (the "Record Date") will be entitled to receive
notice of, and to vote at, the Special Meeting. At the Record Date, Metrobank
had outstanding 5,480,337 shares of Metrobank Common Stock. Holders of a
majority of the outstanding shares of Metrobank Common Stock entitled to vote
must be represented in person or by proxy at the Special Meeting in order for a
quorum to be present at the Special Meeting. As of the Record Date, there were
359 holders of record of outstanding Metrobank Common Stock.

SOLICITATION OF PROXIES

Metrobank will bear the cost of the solicitation of proxies from its
shareholders. In addition to solicitation by mail, the directors, officers and
employees of Metrobank may solicit proxies from shareholders by telephone or
telegram or in person. Such persons will not be additionally compensated, but
will be reimbursed for reasonable out-of-pocket expenses incurred in connection
with such solicitation. Arrangements will also be made with brokerage firms,
nominees, fiduciaries and other custodians, for the forwarding of solicitation
materials to the beneficial owners of shares held of record by such persons, and
Metrobank will reimburse such persons for their reasonable out-of-pocket
expenses in connection therewith.

Metrobank has retained the services of its transfer agent, First
Interstate Bank of California, to facilitate the distribution of solicitation
materials and the solicitation of proxies from banks, brokerage houses,
fiduciaries and custodians holding shares of Metrobank Common Stock in their
names for beneficial holders.

Solicitation would be made by mail, telephone and personal contact.
Metrobank will pay First Interstate Bank of California an estimated fee of
$3,500 for its services, plus reasonable out-of-pocket costs.

SHAREHOLDERS SHOULD NOT SEND STOCK CERTIFICATES
WITH THEIR PROXY CARDS

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<PAGE> 49

THE MERGER

FORM OF THE MERGER

Pursuant to the Merger Agreement, at the Effective Time (as defined
below under "Effective Time") of the Merger, Holdings will merge with and into
Metrobank, pursuant to the terms of the Subsidiary Merger Agreement with
Metrobank being the Surviving Corporation. The Surviving Corporation will have
the articles of incorporation of Holdings and will be named Metrobank. As a
result of the Merger, Comerica will own the entire equity interest in, and
become the sole shareholder of, Metrobank.

MERGER CONSIDERATION

Metrobank Conversion Rate. Upon consummation of the Merger, each
outstanding share of Metrobank Common Stock will be converted (subject to the
provisions with respect to fractional shares and dissenting shares described
under "Conversion of Shares; Procedures for Exchange of Certificates; Fractional
Shares" and "Dissenter's Rights" below) into the right to receive that number of
shares of duly authorized, validly issued, fully paid and nonassessable Comerica
Common Stock equal to the Metrobank Conversion Rate, determined at the Effective
Time and subject to adjustment as described in the Merger Agreement.

The Metrobank Conversion Rate is the result of a fraction (rounded to
four decimal places) determined by dividing:

(a) the result of a fraction, the numerator which is
$136,750,822, and the denominator which is $28.45; provided, however
that such numerator shall be reduced by $1 for each $1 that the
Metrobank Consolidated Net Worth (as defined below) at the Effective
Time is less than the sum of (x) $78,300,000, and (y) the "Pre-Closing
Income Amount" which is defined as $1,000,000 for January 1996 and
$700,000 for February, 1996 to the extent the whole month shall have
been complete on or prior to the Effective Time (there shall be no
adjustment to the numerator of this fraction or the Metrobank
Conversion Rate attributable to any non-competition or other payment
made to directors or officers of Metrobank, any environmental expense
or any additional accruals unless expressly

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<PAGE> 50

contemplated by the Merger Agreement).

(b) the Fully Diluted Metrobank Common Stock (defined in the
Merger Agreement to mean) the sum of the total number of shares of
Metrobank Common Stock outstanding as of the consummation of the
Merger, assuming the exercise of all of the Metrobank Stock Options
granted on or prior to the Effective Time pursuant to any Metrobank
Stock Option Plan and any other options or other rights in or for
Metrobank Common Stock, other than options contemplated by the Stock
Option Agreement and including any number of shares which have been
redeemed or are entitled to appraisal rights under California law.

ASSUMING 6,092,877 SHARES OF FULLY DILUTED METROBANK COMMON STOCK AND
NO ADJUSTMENTS BEING REQUIRED, THE METROBANK CONVERSION RATE WOULD BE .7889.
IN THE EVENT THAT ADJUSTMENTS ARE REQUIRED AND THE METROBANK CONVERSION RATE IS
BELOW .625 THEN METROBANK MAY TERMINATE THE MERGER AGREEMENT OR, IF NECESSARY,
HOLD AN ADDITIONAL MEETING OF METROBANK SHAREHOLDERS TO APPROVE SUCH METROBANK
CONVERSION RATE.

The Metrobank Consolidated Net Worth is the difference between:

(A) total shareholders' equity of Metrobank as of the last day of
the month immediately prior to the month in which the
Effective Time occurs, but not earlier than December 31,
1995, unless otherwise agreed by the parties (which shall
include an add back of all fees and costs of Metrobank
previously paid and charged to earnings which are
attributable to the consummation of the transactions
contemplated by the Merger Agreement up to the amount of
$1,400,000 on a tax effected basis), determined in accordance
with generally accepted accounting principles applied
consistently with prior periods (but not including (i) any
equity raised by Metrobank subsequent to the date of the May
Agreement from the capital or private markets or otherwise;
or (ii) any amount attributable to the actual exercise of any
Metrobank Stock Options between the date of the May Agreement
and the Closing);

and

(B) amounts attributable to the period from the date of the

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<PAGE> 51

May Agreement to the fifth business day before the Effective
Date (the "Determination Date") or such earlier date as is
practicable for accounting purposes and arising from: (1)
gains or losses in excess of $250,000 on securities
transactions, including mark to market gains and losses; (2)
gains and income in excess of $1,000,000 on a pre-tax basis
attributable to real estate development activities,
including sales of other real estate owned; (3) gains from
the sale or other disposition of assets not in the ordinary
course of business; (4) gains attributable to non-recurring
extraordinary items, and changes related to new accounting
principles and changes in application of existing accounting
principles; and (5) any amount of goodwill and core deposit
intangibles in excess of $2,500,000. The amounts specified
in B(1) and (3) shall be calculated net of any tax benefit
determined at the applicable tax rate.

In addition, all existing rights with respect to Metrobank Common Stock
pursuant to the Metrobank stock option plans (the "Metrobank Stock Options"),
shall be converted into and become equivalent rights with respect to Comerica
Common Stock. Each Metrobank Stock Option holder will receive the number of
stock options (subject to the applicable stock option agreement), for Comerica
Common Stock such holder would have received according to the Metrobank
Conversion Rate as if such holder exercised his or her Metrobank Stock Options
in full immediately prior to the Effective Date.

It is a condition to Comerica's obligation to consummate the Merger
that the number of shares of Comerica Common Stock that shall be issuable
pursuant to the terms of the Merger Agreement shall not exceed 4,806,710 as of
the Effective Time.

The Merger Agreement also requires the Metrobank Conversion Rate to be
further appropriately adjusted to reflect any recapitalization, reorganization,
reclassification, split-up, merger, consolidation, exchange, stock or other
dividend or distribution (other than regular quarterly cash dividends) made,
declared or effective with respect to Comerica Common Stock between the date of
the Merger Agreement and the Effective Time of the Merger.

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<PAGE> 52
There can be no assurance that an adjustment to the Metrobank
Conversion Rate will not occur.

BACKGROUND OF THE MERGER

David L. Buell, Chairman and Chief Executive Officer of Metrobank was
first introduced to members of Comerica management in late 1990 while Comerica
was in the process of completing its first acquisition in California. During the
four years that followed, Mr. Buell maintained an ongoing relationship with such
members of Comerica management, sharing business ideas and at times conducting
informal discussions regarding the possibility of the acquisition of Metrobank
by Comerica.

In 1994, Metrobank entered into an agreement to buy National Bank of
Long Beach ("NBLB") from its Danish parent, Topdanmark Bank A/S. This
acquisition was consummated on April 1, 1995. At the time Metrobank entered
into the agreement to acquire NBLB from Topdanmark Bank, A/S, it was anticipated
that Metrobank would be required to raise between $7 million and $10 million of
new capital to support the acquisition. In evaluating potential sources of new
capital, Metrobank contacted several banking organizations, including Comerica.
Discussions with Comerica commenced at the end of 1994 and culminated in the
execution of the May Agreement on May 2, 1995.

COMERICA REASONS FOR THE MERGER

It is part of Comerica's current business strategy to expand its
activities from Michigan into states such as California where management
believes there are long-term opportunities which will benefit Comerica and its
shareholders. Comerica California Incorporated is Comerica's wholly-owned bank
holding company subsidiary operating in the State of California, which through
its wholly-owned subsidiaries, Comerica Bank-California and University Bank &
Trust Company, focuses on middle market banking, small business banking, private
banking and trust services in the Los Angeles, San Francisco Bay and San Jose
areas. See "THE COMPANIES -- Comerica Incorporated -- General." Comerica
believes that through the Merger Comerica will be able to increase its
penetration of the California commercial and private banking markets in the

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<PAGE> 53

communities served by Metrobank. This transaction is also expected to enhance
the competitiveness of the companies in a deregulated banking environment.

In addition, Comerica believes that in light of the acceleration in the
number and size of combinations currently occurring within the financial and
banking industries and its expectation that the further impetus to consolidation
of banking entities provided by the promulgation of the Interstate Act, it is
desirable for Comerica to expand its financial resources and markets.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF METROBANK AND METROBANK REASONS FOR
THE MERGER

The Metrobank Board has determined that the Merger Agreement is in the
best interests of Metrobank and its shareholders, and unanimously recommends
that the Metrobank Common Shareholders approve the Merger Proposal. In arriving
at its conclusion, the Metrobank Board considered a number of factors. The Board
did not assign any specific or relative weight to the factors considered and
considered among other things, the following:

(i) the fact that the due diligence examination conducted by
representatives of Metrobank indicated that Comerica is strong in
capital, earnings and management, and has good regulatory
relationships, and a compatible operating philosophy with Metrobank;

(ii) as of the date of this Proxy Statement/Prospectus, the
opinion of J.P. Morgan that the Metrobank Conversion Rate is fair to
the shareholders of Metrobank;

(iii) the fact that the Merger will be tax-free for federal
income tax purposes for the shareholders of Metrobank Common Stock
(other than in respect to cash paid in lieu of fractional shares);

(iv) the likelihood that the Merger would result in receipt of
substantially increased dividends to shareholders of Metrobank Common
Stock who keep their shares of Comerica Common Stock after the Merger;

(v) as of the date of this Proxy Statement/Prospectus, the
Board's review with its legal advisors and with

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<PAGE> 54

J.P. Morgan of the provisions of the Merger Agreement; and

(vi) the probable impact of the Merger on employees and customers
of Metrobank.

OPINION OF METROBANK'S FINANCIAL ADVISOR

Pursuant to an engagement letter dated April 28, 1995 (the "Engagement
Letter"), Metrobank retained J.P. Morgan Securities Inc. ("J.P. Morgan"), as
its financial advisor in connection with the Merger. As part of its investment
banking business, J.P. Morgan and its affiliates are continually engaged in the
valuation of businesses and their securities in connection with mergers and
acquisitions, investments for passive and control purposes, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements, and valuation for estate, corporate, and other purposes.
The Metrobank Board of Directors selected J.P. Morgan to act as Metrobank's
exclusive financial advisor based on J.P. Morgan's substantial experience in
mergers and acquisitions and in securities valuation generally.

THE FULL TEXT OF J.P. MORGAN'S WRITTEN OPINION DATED AS OF THE DATE OF THIS
PROXY STATEMENT/PROSPECTUS, WHICH SETS FORTH THE ASSUMPTIONS MADE, MATTERS
CONSIDERED AND LIMITS ON THEIR REVIEW, IS ATTACHED HERETO AS ANNEX D. HOLDERS
OF SHARES OF METROBANK COMMON STOCK ARE URGED TO AND SHOULD READ SUCH OPINION
IN ITS ENTIRETY.

In connection with its services as financial advisor to Metrobank, J.P. Morgan
has provided a written opinion to the Board of Directors of Metrobank that, as
of the date of this Proxy Statement/Prospectus, the Metrobank Conversion Rate
was fair from a financial point of view to the shareholders of Metrobank. The
Metrobank Conversion Rate was determined through arm's length negotiations
between Comerica and Metrobank. The full text of J.P. Morgan's Opinion (the
"Opinion") dated as of the date of this Proxy Statement/Prospectus, which sets
forth the assumptions made, matters considered and the limits on J.P. Morgan's
review, is attached hereto as Annex D. Holders of shares of Metrobank Common
Stock are urged to and should read such opinion in its entirety. The Metrobank
Board of Directors did not limit the scope of the investigation undertaken by
J.P. Morgan in connection with its Opinion.

In connection with its Opinion, J.P. Morgan reviewed, among other things, the
Merger Agreement; the Registration Statement on Form S-4, including this Proxy
Statement/Prospectus relating to the Special Meeting to be held in connection
with the Merger Agreement; Annual Reports to Shareholders and Annual Reports on
Form F-2 of Metrobank for the five years ended December 31, 1994; Annual Reports
to Shareholders and Annual Reports on Form 10-K of Comerica for the five years
ended December 31, 1994; certain interim reports to shareholders and Quarterly
Reports on Form F-4 of Metrobank and on Form 10-Q of Comerica; and certain
internal financial analyses and forecasts

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for Metrobank prepared by its management. J.P. Morgan also held discussions with
members of the senior management of Metrobank regarding the past
and current business operations, financial condition and future prospects of
their respective companies. In addition, J.P. Morgan has reviewed the reported
price and trading activity for Metrobank Common Stock, compared certain
financial and stock market information with similar information for certain
other companies the securities of which are publicly traded, reviewed the
financial terms of certain recent business combinations in the banking industry
specifically and in other industries generally and performed such other studies
and analyses as J.P. Morgan considered appropriate.

J.P. Morgan relied, without independent verification, upon the accuracy and
completeness of all of the financial and other information reviewed by it for
purposes of its Opinion. In that regard, J.P. Morgan assumed, with the consent
of the Metrobank Board of Directors, that the financial forecasts, including,
without limitation, projections regarding underperforming and nonperforming
assets and net chargeoffs were reasonably prepared on a basis reflecting the
best currently available judgments and estimates of Metrobank and that such
forecasts would be realized in the amounts and at the times contemplated
thereby. J.P. Morgan relied solely on publicly available information for its
analysis of Comerica. J.P. Morgan is not an expert in the evaluation of loan and
lease portfolios for purposes of assessing the adequacy of the allowances for
losses with respect thereto and has assumed, with the consent of the Metrobank
Board of Directors, that such loss allowances for each of Metrobank and Comerica
are in the aggregate adequate to cover all such losses. J.P. Morgan did not
review individual credit files nor did it make an independent evaluation or
appraisal of the assets and liabilities of Metrobank or Comerica or any of their
respective subsidiaries. J.P. Morgan also has assumed that Comerica will receive
all necessary regulatory approvals without undue delay.

Summary of Financial Analysis. The following is a summary of the material
financial analyses utilized by J.P. Morgan in connection with providing its
Opinion but does not purport to be a complete description of the analyses
performed by J.P. Morgan.

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Pro forma Merger Analysis. J.P. Morgan analyzed certain pro forma
effects for 1995 resulting from the Merger based on (i) financial forecasts for
Metrobank prepared by Metrobank management, (ii) projected earnings for
Comerica based on the median of institutional brokers' estimates ("IBES") and
(iii) cost savings of 17% of Metrobank's recurring non-interest expense
estimated by management of Metrobank to be attainable in the Merger. This
analysis indicated that the transaction would be accretive to the shareholders
of Metrobank from both an earnings per share and stated dividend perspective.

Selected Transaction Analysis. J.P. Morgan analyzed certain information
relating to 7 bank acquisitions in California announced since January 1, 1992
in which the aggregate consideration was greater than $50 million (the
"California Bank Acquisitions"), 24 bank acquisitions in the states of Arizona,
California, Colorado, Idaho, Oklahoma and Texas announced since January 1, 1992
in which the aggregate consideration was greater than $50 million and less than
$500 million (the "Western U.S. Bank Acquisitions") and 7 acquisitions by
Comerica announced since January 1, 1992 (the "Comerica Acquisitions"),
compiled by SNL Securities, L.P. (SNL Securities, L.P. is a data firm that
monitors and publishes a compilation of earnings estimates produced by selected
research analysts). Such analysis indicated that, for the California Bank
Acquisitions, the Western U.S. Bank Acquisitions and the Comerica Acquisitions,
(i) the median values of the consideration paid as a multiple of tangible book
value were 1.67x, 2.18x and 1.89x, respectively, as compared to a corresponding
value for the consideration payable pursuant to the Merger as a multiple of
Metrobank's tangible book value of 2.13x; (ii) the median value of the adjusted
consideration paid as a multiple of adjusted tangible book value (where both
consideration and tangible book value are adjusted to eliminate excess capital,
defined as capital in excess of a 6.00% tangible common equity to assets) were
2.20x, 2.61x and 2.19x, respectively, as compared to a corresponding value for
the adjusted consideration payable pursuant to the Merger as a multiple of
Metrobank's adjusted tangible book value of 2.13x, and; (iii) the median value
of the consideration paid as a multiple of the acquired banking organizations'
latest twelve months' ("LTM") after-tax earnings were 19.2x, 14.0x and 13.4x,
respectively, as compared to the corresponding value for the consideration paid
pursuant to the Merger as a multiple of Metrobank's after-tax LTM earnings of
16.0x.

Selected Company Analysis. J.P. Morgan reviewed and compared actual and
estimated selected financial, operating and stock market

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information for Metrobank with corresponding information for selected
mid-capitalization banking organizations located in California, including
California Bancshares, Inc., City National Corporation, CVB Financial
Corporation, Imperial Bancorp, Vallicorp Holdings, Silicon Valley Bancshares
and Westamerica Bancorp (collectively, the "Selected Peer Group Banks"), and
for selected large-capitalization organizations headquartered in California,
including BankAmerica Corporation, First Interstate Bancorp and Wells Fargo &
Company (collectively, the "Selected Large Cap Banks"), based on publicly
available information, IBES estimates for the Selected Peer Group Banks and the
Selected Large Cap banks and financial forecasts for Metrobank prepared by
management. Such analysis indicated, among other things, that for the Selected
Peer Group Banks and the Selected Large Cap Banks, (i) the median estimated
1995 price-earnings multiples were 11.9x and 8.8x, respectively, as compared to
a corresponding value of 14.4x for Metrobank, (ii) the median values of price
as a multiple of tangible book value per share were 1.8x and 2.4x,
respectively, as compared to a corresponding value of ___ for Metrobank, (iii)
the median ratios of nonperforming assets as a percentage of total assets were
1.5% and 1.1%, respectively, as compared to 1.6% for Metrobank, (iv) the median
ratios of loan loss reserves as a percentage of nonperforming assets were 91%
and 221%, respectively, as compared to 75% for Metrobank, (v) the median
after-tax returns on equity were 14.1% and 23.6%, respectively, as compared to
14.1% for Metrobank, and (vi) the median ratios of tangible common equity as a
percentage of tangible assets were 7.9% and 6.0%, respectively, as compared to
5.5% for Metrobank.

Discounted Dividend Stream Analysis. Using a discounted dividend stream
analysis, J.P. Morgan estimated the present value of the future streams of after
tax cash flows that Metrobank could produce through earnings and distribute to
shareholders ("dividendable net income"). In this analysis, J.P. Morgan assumed
that Metrobank would perform in accordance with the earnings forecasts provided
to J.P. Morgan by Metrobank management and that Metrobank could pay out up to
100% of its adjusted net income subject to the constraint that Metrobank's
common equity-asset ratio be maintained at a minimum level of 6.0%. J.P. Morgan
estimated the terminal values for the Metrobank Common Stock using 2%, 3% and 4%
perpetual growth rates for 2005 estimated net income. This analysis indicated
that the transaction would be accretive to the shareholders of Metrobank from
both an earnings per share and stated dividend perspective. The dividendable net
income streams and terminal values were then discounted to present values

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using different discount rates (ranging from 10% to 11%) chosen to reflect
different assumptions regarding the required rates of return of holders or
prospective buyers of Metrobank Common Stock. This discounted dividend stream
analysis indicated a reference range of values for Metrobank Common Stock of
between $22.50 and $27.00 per fully-diluted share.

Selected Comerica Information Analysis. J.P. Morgan reviewed and analyzed
certain financial and other information for Comerica, including (i) deposit
market share by state in the United States and by county in California,
(ii) a comparison of actual and estimated selected financial, operating and
stock market information for Comerica with corresponding information for
selected super-regional banking organizations, including Banc One Corporation,
Boatmen's Bancshares, Inc., Corestates Financial Corporation, First Bank
System, Inc., First Interstate Bancorp, Mellon Bank Corporation, NBD Bancorp,
Inc., National City Corporation, Norwest Corporation, PNC Bank Corporation,
U.S. Bancorp and Wells Fargo & Company (collectively, the "Selected Super-
Regional Banks"), (iii) the daily stock price performance of Comerica Common
Stock, Metrobank Common Stock, the Standard & Poor's 500 Stock Index and a
composite of the Selected Super-Regional Banks, all indexed daily from
April 15, 1995 to August 18, 1995, weekly from July 8, 1994 to August 18, 1995
and monthly from June 30, 1992 to August 18, 1995, (iv) historical trading
prices per share and trading volume of Comerica Common Stock, on a daily basis
from April 10, 1995 through August 18, 1995, on a weekly basis from July 8,
1994 through August 18, 1995 and on a monthly basis from June 30, 1992 to
August 18, 1995, and (v) summaries of selected research reports on, and
earnings estimates for, Comerica.

General. The foregoing is a summary of the material financial analyses performed
by J.P. Morgan, but does not purport to be a complete description of the
analyses performed by J.P. Morgan. The preparation of a fairness opinion is a
complex process and is not necessarily susceptible to partial analysis or
summary description. Selecting portions of the analyses or of the summary set
forth above, without considering the analysis as a whole, could

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create an incomplete view of the processes underlying J.P. Morgan's opinion. In
arriving at its fairness determination, J.P. Morgan considered the results of
all such analyses. No Selected Peer Group Bank or Selected Large Cap Bank is
identical to Metrobank and none of the California Bank Acquisitions, Western
U.S. Bank Acquisitions or the Comerica Acquisitions, is identical to the Merger.
Accordingly, J.P. Morgan indicated to the Metrobank Board of Directors that
analyses of the results described above under Selected Transaction Analysis and
Selected Company Analysis are not mathematical, but rather involve complex
considerations and judgments concerning differences in operating and financial
characteristics including, among other things, differences in revenue
composition, asset and liability composition, asset and liability quality, and
earnings performance among Metrobank, Comerica and the selected companies and
transactions reviewed. The analyses were prepared solely for purposes of J.P.
Morgan providing its Opinion to the Metrobank Board of Directors as to the
fairness, from a financial point of view, of the Metrobank Conversion Rate, and
do not purport to be appraisals or necessarily reflect the prices at which
Metrobank or its securities actually may be sold at any time. Analyses based
upon forecasts of future results are not necessarily indicative of actual future
results, which may be significantly more or less favorable than suggested by
such analyses.

Pursuant to the terms of the Engagement Letter, Metrobank has agreed to pay J.P.
Morgan a fee of $250,000. In addition, Metrobank has agreed to reimburse J.P.
Morgan for its reasonable out-of-pocket expenses, including the fees and
disbursements of its counsel, plus any sales, use or similar taxes arising in
connection with its engagement, and to indemnify J.P. Morgan against certain
liabilities relating to or arising out of its engagement, including liabilities
under the federal securities laws.

EFFECTIVE TIME OF MERGER

The Merger will become effective as to Metrobank at the time (the
"Effective Time") when the Subsidiary Merger Agreement with respect to the
Merger is filed with the Secretary of State of the State of California and
declared effective by the California Superintendent. It is currently
anticipated that if the Merger is approved by Metrobank

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shareholders at the Special Meeting, and all the other conditions to the Merger
are satisfied, the Merger will become effective during the first quarter of
1996.

There can be no assurance, however, that the Effective Time will not be
delayed. In the event the Merger has not become effective by March 10, 1996, the
Board of Directors of Comerica, Metrobank or Holdings, as applicable, may
terminate the Merger Agreement notwithstanding any approvals previously given by
the shareholders of Metrobank. See "THE MERGER AGREEMENT - Termination."

CONVERSION OF SHARES; PROCEDURES FOR EXCHANGE OF CERTIFICATES; FRACTIONAL SHARES

The conversion of outstanding shares of Metrobank Common Stock into
shares of Comerica Common Stock will occur automatically at the Effective Time.
Outstanding shares of Metrobank Common Stock will be converted into the right to
receive that number of shares of Comerica Common Stock determined in accordance
with the Merger Agreement. See "Merger Consideration" above.

As soon as is practicable after the Effective Time, Norwest Bank
Minnesota, N.A., or another person chosen by Comerica, in its capacity as
Exchange Agent (the "Exchange Agent"), will send to each Metrobank shareholder a
form of letter of transmittal (which will specify that delivery will be
effected, and risk of loss and title to certificates for shares of Metrobank
Common Stock will pass, only upon proper delivery of such certificates to the
Exchange Agent) and instructions for use in effecting the exchange of the
certificates for shares of Comerica Common Stock and cash in lieu of fractional
shares.

METROBANK SHAREHOLDERS SHOULD NOT FORWARD METROBANK CERTIFICATES TO THE
EXCHANGE AGENT UNTIL THEY HAVE RECEIVED TRANSMITTAL FORMS. METROBANK
SHAREHOLDERS SHOULD NOT RETURN STOCK CERTIFICATES WITH THE ENCLOSED FORMS OF
PROXIES.

Until the certificates representing Metrobank Common Stock are
surrendered for exchange after the consummation of the Merger, holders of such
certificates will not be paid dividends or other distributions that are declared
on Comerica Common Stock, or have the right to vote or exercise rights with
respect to the shares of

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Comerica Common Stock to which they will be entitled. Upon surrender and
exchange of such certificates, any such unpaid dividends or other distributions,
declared or paid from and after the Effective Time, will be paid (without
interest) in accordance with the terms of such Comerica Common Stock.

No transfer taxes will be payable by any shareholder in respect of the
issuance of the new certificates, except that if any new certificate is to be
issued in a name other than that in which the Metrobank certificates surrendered
shall have been registered, it shall be a condition of such issuance that the
holder requesting such issuance shall properly endorse the certificate or
certificates and shall pay to Comerica or the Exchange Agent any transfer taxes
payable on the issuance, or on any prior transfer of such surrendered
certificate, or establish to the satisfaction of Comerica or the Exchange Agent
that such taxes have been paid or are not payable.

Any Comerica Common Stock or cash delivered to the Exchange Agent
(together with any interest or profits earned thereon) and not distributed at
the end of nine months from the Effective Time, will be returned to Comerica, in
which event the persons entitled to payment shall look only to Comerica for
reimbursement. If any holder of Metrobank Common Stock shall be unable to
surrender such holder's certificates for such stock because such certificates
have been lost or destroyed, such holder may deliver in lieu thereof an
affidavit and indemnity bond in form and substance with surety reasonably
satisfactory to the Exchange Agent and Comerica.

After the Effective Time, there will be no further registration of
transfers on the stock transfer books of the Surviving Corporation of the shares
of Metrobank Common Stock which were outstanding immediately prior to the
Effective Time. If, after the Effective Time, certificates representing such
shares are presented to the Surviving Corporation, they will be canceled and
exchanged for Comerica Common Stock as provided in the Merger Agreement.

No fractional shares of Comerica Common Stock will be issued to any
Metrobank shareholder upon consummation of the Merger. In lieu of the issuance
of any fractional share of Comerica Common Stock, cash payments will be made to
Metrobank shareholders in respect of any fractional share in an amount equal to
the product

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(rounded to the nearest hundredth) obtained by multiplying (a) $28.45, by (b)
the fraction of the share of Comerica Common Stock to which the Metrobank
shareholder would otherwise be entitled. No such shareholder will be entitled to
dividends or other rights in respect of any such fraction. No interest on the
cash payments to be made in lieu of the issuance of fractional shares will
accrue pending surrender to the Exchange Agent of certificates representing
Metrobank Common Stock.

ACQUISITION PROPOSALS

For the period between the execution of the Merger Agreement and the
Effective Time, except in connection with the issuance of stock pursuant to the
Stock Option Agreement or Metrobank Stock Option Plans or to meet any applicable
requirement of law, regulatory or governmental entity, including any commitments
made by Metrobank in connection with its acquisition of National Bank of Long
Beach ("Regulatory Stock Sales"), Metrobank has agreed not to authorize or
knowingly permit any of its representatives, directly or indirectly, to solicit
or encourage any Acquisition Proposal (as defined below), or participate in any
discussion or negotiations with any person or group of persons other than
Comerica, Holdings or their representatives concerning any Acquisition Proposal.

An "Acquisition Proposal" is defined as any (i) proposal pursuant to
which any person other than Comerica or Holdings would acquire or participate in
a merger or other business combination involving Metrobank; (ii) proposal by
which any person or group other than Comerica or Holdings would acquire the
right to vote 10% or more of the capital stock of Metrobank entitled to vote
thereon for the election of directors; (iii) acquisition of the assets of
Metrobank other than in the ordinary course of business; or (iv) acquisition in
excess of 10% of the outstanding capital stock of Metrobank, other than as
contemplated by the Merger Agreement. However, Metrobank or its Board of
Directors will not be prevented from (A) furnishing non-public information to,
or entering into discussions or negotiations with, any person or entity in
connection with an unsolicited bona fide written Acquisition Proposal by such
person or entity or recommending an unsolicited bona fide written Acquisition
Proposal to the shareholders of Metrobank, if and only to the extent that (1)
the Board of Directors of Metrobank believes in good faith (after consultation
with and the concurrence of its financial advisor) that such

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Acquisition Proposal would, if consummated, result in a transaction materially
more favorable to Metrobank's shareholders from a financial point of view than
the transaction contemplated by the Merger Agreement and the Metrobank Board of
Directors determines in good faith after consultation with its outside legal
counsel that such action is necessary for Metrobank to comply with its fiduciary
duties to shareholders under applicable law, and (2) prior to furnishing such
non-public information to, or entering into discussions or negotiations with,
such person or entity, the Metrobank Board of Directors receives from such
person or entity an executed confidentiality agreement, with terms no more
favorable to such party than those contained in the confidentiality agreement
between Comerica and Metrobank, (B) complying with Rule 14e-2 promulgated under
the Exchange Act of 1934, as amended, with regard to an Acquisition Proposal, or
(C) effecting Regulatory Stock Sales. Metrobank is required to notify Comerica
immediately upon receipt of any such Acquisition Proposal.

CONDITIONS TO THE CONSUMMATION OF THE MERGER

The obligations of Comerica, Holdings and Metrobank under the Merger
Agreement to consummate the Merger are subject to various conditions, including
but not limited to, obtaining requisite shareholder and regulatory approvals;
the absence of any materially burdensome condition imposed in connection with
obtaining any such regulatory approvals; the absence of any action taken, or any
statute, rule, regulation or order enacted, entered, enforced or deemed
applicable to the Merger by any governmental entity which makes the Merger
illegal, requires any material divestiture or imposes a materially burdensome
condition; receipt of opinion of legal counsel to Comerica in respect of certain
federal income tax consequences of the Merger (see " THE MERGER - Certain
Federal Income Tax Consequences" below); receipt of legal opinions and approval
of their respective legal counsel of the validity of the transactions
contemplated in the Merger Agreement; approval for listing of the shares of the
Comerica Common Stock to be issued in the Merger on the NYSE; and receipt of
letters from each of Ernst & Young, LLP and Arthur Andersen, LLP dated the
effective date of the Registration Statement to be filed in connection with the
Merger and the Effective Time, in form and substance satisfactory to Comerica,
Holdings and Metrobank and customary in scope and substance for letters
delivered by independent public accountants in connection with registration
statements similar to the

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Registration Statement; and in the event the Closing shall not have occurred
prior to February 1, 1996, Metrobank shall have received a bring down opinion of
J.P.Morgan in form satisfactory to Metrobank's Board of Directors confirming the
fairness of the Metrobank Conversion Rate (see "Opinion of Metrobank's Financial
Advisor").

In addition, the obligations of Comerica and Holdings under the Merger
Agreement to consummate the Merger are subject to certain other conditions,
including, but not limited to, the requirements that Metrobank's reserve for
possible loan losses on the Determination Date shall be at least the greater of
$17,000,000 or 2.1% of the average of Metrobank's total outstanding gross loans
for the month ending on that date (subject to adjustment), and that Metrobank's
Non-Performing Assets (as defined in the Merger Agreement) outstanding on the
last day of the month immediately preceding the Effective Time shall be no more
than $30,000,000; the absence of any materially adverse change to Metrobank or
its subsidiaries; and receipt of shareholder agreements from each Metrobank
director who owns Metrobank Common Stock (which condition has been satisfied).
See "THE MERGER AGREEMENT - Shareholder Agreements."

Further, the obligation of Metrobank under the Merger Agreement to
consummate the Merger is subject to certain conditions, including but not
limited to, the receipt of a written opinion dated the date of this Proxy
Statement/Prospectus of J.P. Morgan concerning the fairness from a financial
point of view of the Metrobank Conversion Rate (which condition has been
satisfied).

There can be no assurance that the conditions to the Merger will be
satisfied. See "THE MERGER AGREEMENT - Conditions to the Merger."

Under certain circumstances, the Merger Agreement may be terminated by
Comerica, Holdings or Metrobank, as applicable, at any time prior to the
Effective Time, whether before or after approval of the Merger by the
shareholders of Metrobank. See "THE MERGER AGREEMENT - Termination."

REGULATORY APPROVALS REQUIRED

The Merger is subject to prior approval by the Board of

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Governors of the Federal Reserve System (the "Federal Reserve Board") under
Section 3 of the Bank Holding Company Act of 1956, as amended (the "BHCA").
Although it is not a condition of the Merger, Comerica may elect, on or after
consummation of the Merger, to merge the Surviving Corporation with and into
Comerica Bank-California (the "Surviving Corporation Merger"). The Surviving
Corporation Merger (when and if it is initiated) would be subject to prior
approval by the Federal Deposit Insurance Corporation (the "FDIC") under the
Bank Merger Act, as amended (the "BMA"). Application for approval of the Merger
under the BHCA has been filed with the Federal Reserve Board. If the Surviving
Corporation Merger is initiated, an application for its approval will be filed
with the FDIC under the BMA. The BHCA and the BMA prohibit the Federal Reserve
Board and the FDIC from approving the Merger or the Surviving Corporation
Merger, as the case may be, (i) if it would result in a monopoly or be in
furtherance of any combination or conspiracy to monopolize or to attempt to
monopolize the business of banking in any part of the United States, or (ii) if
its effect in any section of the country may be substantially to lessen
competition or to tend to create a monopoly, or if it would in any other manner
be in restraint of trade, unless the Federal Reserve Board or the FDIC finds
that the anticompetitive effects of the Merger or the Surviving Corporation
Merger, as the case may be, are clearly outweighed in the public interest by the
probable effects of the transaction in meeting the needs and convenience of the
communities to be served. Neither the Merger nor the Surviving Corporation
Merger may ordinarily be consummated until the thirtieth day following the date
of Federal Reserve Board and FDIC approval of each such transaction,
respectively, during which time the United States Department of Justice may
challenge the Merger or the Surviving Corporation Merger, as the case may be, on
antitrust grounds. The commencement of an antitrust action would stay the
effectiveness of the Federal Reserve Board's approval unless a court
specifically orders otherwise. Under legislation enacted in September, 1994, the
post-approval waiting period may be shortened from 30 to 15 days, with the
consent of the Federal Reserve Board, as the case may be, so long as the United
States Department of Justice does not object.

It is possible that the Federal Reserve Board or the United States
Department of Justice may request that Comerica or Metrobank divest certain
operations in order to alleviate what such agency believes would otherwise be an
adverse competitive effect. Neither

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Comerica nor Metrobank can predict whether such divestitures will be required,
or if required, what the aggregate amount of any such divestitures may be, but
each believes that divestitures are unlikely to be required, and if required,
that the aggregate amount of any such divestitures will not be material, on a
pro forma basis, to the business, operations or financial condition of the
combined institution and its subsidiaries, taken as a whole. The application to
the Federal Reserve Board has not proposed any divestiture. Any application to
the FDIC relating to the Surviving Corporation Merger would not propose any
divestiture. If the level of any required divestitures is sufficiently large in
amount so as to render the consummation of the Merger inadvisable in the
reasonable judgment of either the Comerica Board or the Metrobank Board, one of
the conditions to the consummation of the Merger will not be satisfied and
either Comerica or Metrobank may terminate the Merger Agreement. See "THE MERGER
AGREEMENT - Conditions to the Merger" and - "Termination" below.

In addition, each of the BHCA and BMA require that the Federal Reserve
Board and the FDIC take into consideration, among other factors, the financial
and managerial resources and future prospects of the institutions and the
convenience and needs of the communities to be served. Each of the Federal
Reserve Board and the FDIC has the authority to deny an application if it
concludes that the combined organization would have an inadequate capital
position or if the requirements of the Community Reinvestment Act of 1977 are
not satisfied.

While Comerica already conducts operations in California, its banking
operations are principally conducted in Michigan with operations in Ohio,
Illinois, Texas and Florida. Although Section 3(d) of the BHCA generally
restricts interstate bank acquisitions, there is an exception to this
restriction provided the relevant states authorize such acquisitions.

The California Superintendent of Banks (the "California
Superintendent") must also approve the Merger, under provisions of California
law that require such approval in connection with the acquisition of a
California bank or bank holding company by an out-of-state bank holding company.
In order to approve the application, the California Superintendent must find (i)
that there is "substantial reciprocity" between the interstate banking laws of
the States of California and Michigan, meaning that a bank holding

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company whose operations are principally conducted in California could acquire a
Michigan bank or bank holding company on terms and conditions that are
substantially the same as those on which a Michigan banking organization may
acquire a California bank, and (ii) that Comerica's acquisition of Metrobank
will not have an adverse effect on the public convenience or advantage in
California. No assurances can be given that the California Superintendent will
approve the Merger, and the Merger will not be consummated unless such approval
is obtained. An application for this approval under these provisions has been
filed. In addition, the Surviving Corporation Merger would have to be reviewed
by the California Superintendent for approval under the California Banking Law.

The Merger will require the approval of the Commissioner of the
Michigan Financial Institutions Bureau (the "Michigan Commissioner"). Before
this approval may be granted, Comerica must agree to comply with certain
consumer laws applicable to Michigan residents. In addition, the Michigan
Commissioner must assess the composite record of the bank subsidiaries of
Comerica in meeting the credit needs of the communities in the states in which
these bank subsidiaries are located, including low and moderate income
neighborhoods, consistent with the safe and sound operation of these bank
subsidiaries. An application for this approval under these provisions has been
filed.

The Merger and the Surviving Corporation Merger (if and when it is
initiated) will not be consummated unless all of the requisite regulatory
approvals for such transactions are obtained. See "- Conditions to Consummation
of the Merger" above and "THE MERGER AGREEMENT - Amendment and Waiver" and "-
Termination" below.

THERE CAN BE NO ASSURANCE THAT THE REGULATORY AUTHORITIES DESCRIBED
ABOVE WILL APPROVE THE MERGER AND THE SURVIVING CORPORATION MERGER (IF AND WHEN
IT IS INITIATED), AND IF SUCH TRANSACTIONS ARE APPROVED, THERE CAN BE NO
ASSURANCE AS TO THE DATE OF SUCH APPROVALS. THERE CAN ALSO BE NO ASSURANCE THAT
ANY SUCH APPROVALS WILL NOT CONTAIN A MATERIALLY BURDENSOME CONDITION OR
REQUIREMENT WHICH CAUSES SUCH APPROVALS TO FAIL TO SATISFY THE CONDITIONS TO
CONSUMMATION OF THE MERGER SET FORTH IN THE MERGER AGREEMENT. THERE CAN LIKEWISE
BE NO ASSURANCE THAT THE DEPARTMENT OF JUSTICE WILL NOT CHALLENGE THE MERGER OR
THE SURVIVING CORPORATION MERGER, OR IF SUCH A CHALLENGE IS MADE, AS TO THE

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RESULT THEREOF.

OPERATIONS PENDING THE MERGER

In the Merger Agreement, Metrobank has agreed to carry on its business,
and to cause its subsidiaries to carry on their businesses in the ordinary
course, in substantially the manner as conducted prior to the execution of the
May Agreement and use commercially reasonable efforts to preserve intact its
business organizations, keep available the services of its officers and
employees and preserve its relationships with customers, suppliers and others
having business dealings with it, to notify Comerica promptly of any change that
would have a material adverse effect on Metrobank's capital structure, financial
condition, assets, results of operations, business or prospects, and maintain
material permits, insurance and bonding coverage, perform contractual
obligations, observe legal requirements, and file governmental reports and
returns. In addition, Metrobank has agreed to maintain its assets and properties
in good condition and repair, advise Comerica of certain acquisitions of its
common stock, charge-off loans consistent with past practice (which amount shall
equal at least $5,100,000 (gross exclusive of recoveries) for the year ended
December 31, 1995 (subject to certain adjustments), maintain an adequate
allowance for loan losses and furnish certain reports and financial information
and statements to Comerica, maintain reserves for contingent liabilities, and
furnish certain information to Comerica with respect to litigation. Metrobank
also agreed that it will not take certain actions, including, by way of example
and not of limitation, declare or pay dividends other than regular quarterly
cash dividends in an amount not to exceed $.15 per share, issue capital stock
(other than pursuant to Stock Option Plans or the Stock Option Agreement), issue
other securities convertible into capital stock, acquire or dispose of material
assets, incur indebtedness other than in the ordinary course of business, make
credit policies less stringent, make any capital expenditures in excess of
certain amounts, renew or enter into any new employment agreements or terminate
any employment benefit plan or arrangement, except as contemplated by the Merger
Agreement, or take any action that would result in any of its representations
and warranties in the Merger Agreement becoming untrue or in any condition to
the Merger not being satisfied, or amend its Articles of Incorporation or
Bylaws. See "THE MERGER AGREEMENT - Conduct of Business Pending the Merger."

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<PAGE> 69

OPERATIONS AFTER THE MERGER

If the Merger is consummated at the Effective Time, Metrobank will be
the Surviving Corporation with the Articles of Incorporation of Holdings and the
name Metrobank. The separate existence of Holdings will cease. Upon
consummation of the Merger, Comerica expects to transfer the stock of the
Surviving Corporation to Comerica California Incorporated. It is also
anticipated that at or subsequent to consummation of the Merger, the Surviving
Corporation will merge into Comerica Bank-California. At the Effective Time, the
Board of Directors and officers of the Surviving Corporation will be made up of
certain directors of Holdings and Metrobank serving in those capacities at the
Effective Time.

Following the consummation of the Merger, David L. Buell will serve
Metrobank, pursuant to a one year employment agreement, as either chairman of
Metrobank or vice chairman of any successor to Metrobank. See "THE MERGER -
Interests of Certain Persons in the Merger."

Banking policies and procedures of the Surviving Corporation and its
subsidiaries will continue in accordance with the policies of Comerica
Bank-California.

It is part of Comerica's current business strategy to expand its
business activities into states such as California where management believes
there are long-term opportunities which will benefit Comerica and its
shareholders. Comerica has a wholly-owned bank holding company
subsidiary which owns and operates Comerica Bank-California. See "THE COMPANIES
- Comerica Incorporated - General."

Information about the directors, executive officers and principal
shareholders of Comerica is contained in Comerica's Proxy Statement for its 1995
Annual Meeting of Shareholders, relevant portions of which are incorporated by
reference in this Proxy Statement/Prospectus pursuant to Comerica's Annual
Report on Form 10-K for the year ended December 31, 1994. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE" and "AVAILABLE INFORMATION."

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<PAGE> 70

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of the management and Board of Directors of Metrobank
have certain interests in the Merger that are in addition to their general
interests as shareholders of Metrobank. The Metrobank Board of Directors was
aware of these interests and considered them, among other matters, in approving
the Merger Agreement and the transactions contemplated thereby.

David L. Buell has entered into a Non-Competition Agreement with
Metrobank effective on the Closing of the Merger (the "Effective Date") in
accordance with the Merger Agreement pursuant to which, among other things, Mr.
Buell agrees not to solicit, cause or induce any employee of Metrobank to leave
its employ; cause any customer or client of Metrobank to terminate or adversely
change any relationship with Metrobank; cause, induce or encourage any potential
supplier or customer to not enter into any business relationship with Metrobank;
or directly or indirectly, among other things, as an owner, employee or
director, engage in any business relating to a bank or other financial
institution in the counties of Los Angeles and Orange in the State of
California. The Non-Competition Agreement has a term of two years from the
Effective Date. Mr. Buell will receive the sum of $750,000 on the Effective Date
in consideration for entering into the Non-Competition Agreement. Mr. Buell has
also executed an employment agreement with Metrobank that becomes effective upon
the Closing of the Merger requiring Mr. Buell to act as either the chairman of
Metrobank or vice chairman of its successor. The term of such employment
agreement is one year with a compensation package including, among other
things, a base salary of $120,000 per year, medical coverage and vacation pay.

Certain officers of Metrobank have executed employment agreements
("Employment Agreement" or "Employment Agreements") with Metrobank continuing
their employment with Metrobank as executive officers of Metrobank or its
successor after the consummation of the Merger. Paul B. Alexander, David L.
Buell, Robert P. Bulseco, Scott T. Monson and Paul W. Stroube have each executed
Employment Agreements. All of the Employment Agreements become effective upon
the Closing of the Merger and, except for Mr. Buell's agreement which has a term
of one year, have a term of two years. Each Employment Agreement provides the
officer with a base salary and certain benefits. The base salaries per year for
Messrs. Alexander, Bulseco, Monson and Stroube are $145,000, $180,000,
$145,000, and $145,000, respectively. Messrs. Alexander, Bulseco, Monson and
Stroube receive compensation for covenant not to compete

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<PAGE> 71

provisions in their Employment Agreements. Pursuant to these covenant not to
compete provisions, the officers agree during the longer period of either the
term of the Employment Agreement or one year after the Closing of the Merger not
to solicit, cause or induce any employee of Metrobank to leave its employ; cause
any customer or client of Metrobank to terminate or adversely change any
relationship with Metrobank; cause, induce or encourage any potential supplier
or customer to not enter into any business relationship with Metrobank; or
directly or indirectly, among other things, as an owner, employee or director,
engage in any business relating to a bank or other financial institution in the
county of Los Angeles in the State of California.

Except for Rudy B. Markmiller, each director-shareholder of
Metrobank, including David L. Buell and Robert P. Bulseco, as well as non-
directors Paul B. Alexander, David P. Malone and Paul W. Stroube have entered
into a Shareholder Agreement with Comerica, See "THE MERGER AGREEMENT -
Shareholder Agreements" and an Affiliate's Agreement with Comerica. See "THE
MERGER AGREEMENT - Resales by Affiliates."

Metrobank has agreements with each of its directors, under which
Metrobank will indemnify each of such persons, to the maximum amount permitted
by law, for certain liabilities incurred by such persons in their capacities as
directors of Metrobank. Comerica has agreed that all rights of indemnification
under such agreements and Metrobank's Charter and Bylaws shall survive the
Merger and continue in full force and effect, without any amendment thereto, for
a period of six years from the Effective Date.

Under the Merger Agreement, Comerica has agreed to use its commercially
reasonable efforts to cause to be maintained in effect, for a period of six
years after the Effective Time, policies of directors' and officers' liability
insurance (with such coverage, terms and conditions as are no less advantageous
than the insurance presently maintained by Comerica for its officers and
directors) with respect to all matters arising from facts or events which
occurred before the Effective Time for which Metrobank, or its subsidiaries
would have had an obligation to indemnify their directors and officers.
Comerica's obligation to do so, however, is limited to the extent that it need
not pay premiums in excess of 150% of the amount of the 1995 annual premiums
paid by Metrobank for such insurance.

As of June 30, 1995, the directors and executive officers of

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<PAGE> 72
Metrobank beneficially owned 2,859,694 shares of Metrobank Common Stock,
including options exercisable within 60 days, representing approximately
51.54% of Metrobank Common Stock outstanding at that time. See "THE SPECIAL
MEETING - Security Ownership of Certain Beneficial Owners."

STOCK OPTION PLAN

The Metrobank 1988 Stock Option Plan (the "Option Plan") provides for
the granting of both incentive and non-incentive options to eligible employees
and directors of Metrobank and its subsidiaries. Options granted under the
Option Plan generally vest (i.e., become exercisable) one year after grant so
long as the recipient has remained in the employ of Metrobank during such time.

The table below shows, as to the executive officers and directors
named, the aggregate amount of Metrobank Common Stock subject to options
outstanding at June 30, 1995 under the Option Plan. All options under the Option
Plan, whether vested or unvested, will be converted into rights with respect to
Comerica Common Stock and Comerica shall assume each such stock option in
accordance with the Option Plan. See "THE MERGER - Merger Consideration."

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED WEIGHTED
OPTIONS AT JUNE 30, 1995 AVERAGE EXERCISE
NAME EXERCISABLE/UNEXERCISABLE PRICE PER SHARE
---- ------------------------- ----------------
<S> <C> <C> <C>
David L. Buell........................................... 302,500 0 $ 9.61
Paul B. Alexander........................................ 20,900 12,001 10.36
David P. Malone.......................................... 23,375 9,625 10.56
Robert P. Bulseco........................................ 59,675 22,825 9.81
Peter B. Caloyeras....................................... 3,300 0 9.09
Seymour J. Carr, D.M.D................................... 3,300 0 9.09
James W. Hobson.......................................... 3,300 0 9.09
Rudy B. Markmiller....................................... 3,300 0 9.09
Robert L. Mayerker....................................... 3,300 0 9.09
Paul W. Stroube.......................................... 21,312 11,688 10.31
Wallace Wong............................................. 3,300 0 9.09
------- ------ -----
</TABLE>

STOCK BONUS PLAN

The Stock Bonus Plan and Trust, as amended and restated November 22, 1994 (the
"Bonus Plan") is designed as an employee stock ownership plan. Contributions in
Metrobank Common Stock are made to a separate account for each Metrobank
employee based on

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<PAGE> 73

Metrobank performance. A participant is completely vested in his or her account
after completing five years of credited service with Metrobank.

The table below shows, as to the executive officers named, the aggregate amount
of Metrobank Common Stock credited to the individual account of each executive
officer (named in the table) under the Bonus Plan as of December 31, 1994:

Shares Allocated
----------------

David L. Buell 23,088.50
Paul B. Alexander 5,066.15
David P. Malone 3,107.65
Robert P. Bulseco 12,827.92
Paul W. Stroube 5,037.00

CANCELLATION FEE; LIQUIDATED DAMAGES

The Merger Agreement provides that so long as Comerica has not
exercised its stock option pursuant to the Stock Option Agreement (See "THE
STOCK OPTION AGREEMENT"), Metrobank shall be required to pay to Comerica the sum
of $3,000,000 as reasonable and full liquidated damages and reasonable
compensation for losses sustained in the event that (i) Comerica terminates the
Merger Agreement because the Merger Agreement, the Subsidiary Merger Agreement
and the Merger are not ratified by Metrobank's shareholders, (ii) Comerica
terminates the Merger Agreement because the Metrobank Board did not publicly
recommend in this Proxy Statement/Prospectus that Metrobank shareholders adopt
and approve the Merger Agreement or shall withdraw, modify or amend such
recommendation in any respect materially adverse to Comerica or if the board of
directors does not call and hold the Special Meeting, (iii) Comerica terminates
the Merger Agreement because there shall have been a material breach of any of
the representations or warranties set forth in the Merger Agreement on the part
of Metrobank, or (iv) Comerica terminates the Merger Agreement because there is
a default by Metrobank under the Merger Agreement which results in a Material
Adverse Effect on Metrobank and the continuance of such default for a period of
20 Business Days after written notice thereof, which

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<PAGE> 74

default, in the reasonable opinion of Comerica and Holdings cannot be cured
prior to the Closing; and such default shall have been caused in whole or in
material part by any action or inaction within the control of Metrobank, any
Subsidiary of Metrobank or the directors of Metrobank or Metrobank's
Subsidiaries.

An Acquisition Event is defined generally to mean (a) that prior to the
termination of the Merger Agreement, Metrobank has authorized, recommended,
publicly proposed or publicly announced an intention to authorize, recommend or
propose, or entered into an agreement with a person other than Comerica or any
subsidiary of Comerica to effect a merger, consolidation or similar transaction
involving Metrobank or any of its subsidiaries; the disposition of substantially
all of the assets of Metrobank; or the issuance, sale or other disposition of
securities representing 50% voting control of Metrobank other than securities
issued pursuant to the Stock Option Agreement or under existing Stock Option
Plans of Metrobank or other securities to meet any applicable requirement of
law, regulation or Governmental Entity (including commitments made by Metrobank
in connection with its acquisition of National Bank of Long Beach)(such stock
sales are referred to as "Regulatory Stock Sales"); (b) the acquisition of the
beneficial ownership or the right to acquire beneficial ownership by any person
or group of persons other than Comerica, a subsidiary of Comerica or certain
directors of Metrobank who are parties to Director-Shareholder Agreements with
Comerica, (as the term "beneficial ownership" is defined in Rule 13d-3 of the
Securities Exchange Act of 1934) of 25% or more of the then outstanding
Metrobank Common Stock except acquisitions of shares in connection with
Regulatory Stock Sales; or (c) upon the occurrence of certain events specified
in the Merger Agreement within 90 days after termination of the Merger Agreement
by Comerica, where such events were caused in whole or in part by any action or
inaction within the control of Metrobank, any subsidiary of Metrobank or the
directors of Metrobank or Metrobank's subsidiaries.

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<PAGE> 75

In addition, the Merger Agreement provides that in the event of
termination by Metrobank of the Merger Agreement because (a) Holdings or
Comerica has breached any of their representations and warranties set forth in
the Merger Agreement and in the reasonable opinion of Metrobank such breach
cannot be cured prior to Closing and would have a Material Adverse Effect (as
defined in the Merger Agreement) on Holdings or Comerica, or (b) a default is
committed by Comerica or Holdings under the Merger Agreement and such default
continues for a period of 20 business days after written notice of such
default, in the reasonable opinion of Metrobank, cannot be cured prior to the
Closing, and in each case such breach or default was caused in whole or
material part by any action or inaction within the control of Comerica or its
Subsidiaries then Comerica shall pay to Metrobank as reasonable and full
liquidated damages and reasonable compensation for the loss sustained thereby
and not as a penalty or forfeiture, the sum of $3,000,000. See "THE MERGER
AGREEMENT - Cancellation Fee; Liquidated Damages."

ANTICIPATED ACCOUNTING TREATMENT

The Merger is expected to qualify as a purchase for accounting and
financial reporting purposes. Under this method of accounting, Comerica will
adjust the assets and liabilities of Metrobank to their fair values as of the
Effective Time. The shares of Comerica Common Stock to be issued in the Merger
will be authorized but unissued shares, or shares held as treasury shares.
Subject to the rules of the Commission, Comerica may repurchase shares of
Comerica Common Stock in open market or other transactions to fund the Merger
consideration.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Required Tax Opinion Regarding the Merger. The obligations of Comerica
and Metrobank to effect the Merger are conditioned upon the receipt of an
opinion of legal counsel satisfactory to Comerica subject to assumptions and
exceptions normally included, and in form and substance reasonably satisfactory
to Comerica and Metrobank, dated the Effective Time, to the effect that the
Merger will be treated for federal income tax purposes as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "IRC"), and that Comerica, Holdings and Metrobank will each be a
party to that reorganization within the meaning of Section 368(b) of the IRC. It
is expected that Miller,

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Canfield, Paddock and Stone, P.L.C., counsel to Comerica, will deliver such an
opinion to Comerica and Metrobank.

Summary of Anticipated Federal Income Tax Consequences. The following
is a summary of the anticipated Federal income tax consequences of the Merger to
Metrobank shareholders. It is not intended as tax advice and is based upon the
parties' understanding of the Federal income tax laws as currently interpreted
and does not address issues of state or local taxation. It does not constitute a
representation by Metrobank, Holdings, Comerica, or their counsel. The following
discussion is included solely for purposes of general information only.

BECAUSE OF THE COMPLEXITIES OF FEDERAL, STATE, AND LOCAL INCOME TAX
LAWS, IT IS RECOMMENDED THAT METROBANK SHAREHOLDERS CONSULT THEIR OWN TAX
ADVISORS CONCERNING THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF THE MERGER.

This summary is limited to those persons who hold shares of Metrobank
Common Stock as "capital assets" (generally, property held for investment)
within the meaning of Section 1221 of the IRC. (Any reference herein to a
"Section" is a reference to a section of the IRC unless otherwise specified.)
The tax consequences to any particular shareholder of Metrobank Common Stock may
be affected by matters not discussed below. For example, certain taxpayers, such
as life insurance companies, tax-exempt organizations, and foreign taxpayers may
be subject to special rules not addressed herein. In addition, the tax
consequences to Metrobank shareholders who acquired their shares of Metrobank
Common Stock pursuant to the exercise of employee stock options or otherwise as
compensation is not discussed below.

Assuming the Merger satisfies all requirements of Section 368(a), the
Merger will have the Federal income tax consequences described below.

Receipt Solely of Comerica Common Stock in Exchange for Metrobank
Common Stock. A shareholder who receives shares of Comerica Common Stock and no
other consideration in exchange for shares of Metrobank Common Stock in the
Merger will not recognize gain or loss on the exchange. The shareholder's tax
basis in the Comerica Common Stock received will be the same as the
shareholder's tax basis in the shares of Metrobank Common Stock exchanged in
the Merger, and the

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<PAGE> 77

holding period of the Comerica Common Stock received will include the holding
period of the Metrobank Common Stock exchanged.

Receipt of Cash in Lieu of Fractional Shares. Pursuant to the Merger,
Metrobank shareholders will receive cash in lieu of fractional shares of
Comerica Common Stock. Since the payment to a shareholder of cash in lieu of a
fractional Comerica share in this transaction is undertaken solely for the
purpose of saving the expense and inconvenience of issuing and transferring
fractional shares, and is not separately bargained for consideration, these
payments generally will be treated as having been received as distributions in
full payment in exchange for the Comerica Common Stock redeemed as provided in
Section 302(a) and taxed as capital gain or loss.

RESALE OF COMERICA COMMON STOCK; RESTRICTIONS ON TRANSFER

The shares of Comerica Common Stock to be issued in the Merger will be
registered under the Securities Act and will be freely transferable under the
Securities Act, except for shares issued to any shareholder who may be deemed to
be an "affiliate" of Metrobank for purposes of Rule 145 under the Securities
Act. Affiliates may not sell their shares of Comerica Common Stock acquired in
connection with the Merger except pursuant to an effective registration
statement under the Securities Act covering such shares or in compliance with
Rule 145 or another applicable exemption from the registration requirements of
the Securities Act. Persons who may be deemed to be affiliates of Metrobank
generally include individuals or entities that control, are controlled by or
under common control with Metrobank, and may include certain officers and
directors of Metrobank, as well as principal shareholders of Metrobank.

Metrobank has delivered to Comerica a written agreement from each
person Metrobank believes to be an affiliate of Metrobank intended to ensure
compliance with the Securities Act. See "THE MERGER AGREEMENT -- Resales by
Affiliates".

STOCK EXCHANGE LISTING

The Comerica Common Stock is listed on the NYSE. Comerica has agreed to
apply for NYSE listing of the shares of Comerica Common Stock to be issued in
the Merger. The obligations of the parties to

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the Merger Agreement to consummate the Merger are subject to approval of that
application and the listing by the NYSE of such shares. See "THE MERGER --
Conditions to the Consummation of the Merger" above.

DISSENTER'S RIGHTS

The shareholders of Metrobank may have certain dissenter's rights under
Chapter 13 (Sections 1300-1312) of the California General Corporation Law (the
"CGCL") if said shareholders qualify as holders of "dissenting shares" under the
CGCL. The exercise of dissenter's rights may require Metrobank to purchase for
cash at fair market value from dissenting Metrobank shareholders Metrobank
Common Stock which qualifies as dissenting shares. The fair market value will be
determined as of May 1, 1995, the day before the first announcement of the terms
of the Merger; provided however, that fair market value will not be adjusted for
any appreciation or depreciation in value resulting from the Merger.

"Dissenting Shares" are defined under the CGCL as shares which come
within all of the following descriptions: 1) (A) shares not listed on a national
securities exchange certified by the California Commissioner of Corporations or
not listed on the list of OTC margin stocks issued by the Board of Governors of
the Federal Reserve System immediately prior to a reorganization ("Listed
Securities"), or (B) Listed Securities, if demands for payment are filed with
respect to 5% or more of the outstanding shares of that class of Listed
Securities; 2) shares which were outstanding on the date for determination of
shareholders entitled to vote on the reorganization and were not voted in favor
of the reorganization, or described in subpart (A) of clause 1) above which were
voted against the reorganization; 3) shares which the dissenting shareholder has
demanded that the corporation purchase at fair market value in accordance with
the CGCL; and 4) shares which the dissenting shareholder has submitted for
endorsement in accordance with the CGCL. Under the CGCL, Metrobank shareholders
will waive their shareholder dissenting rights if they do not vote against the
Merger.

Inasmuch as the Metrobank Common Stock is traded on the AMEX, a
national securities exchange certified by the California Commissioner of
Corporations, shares of Metrobank Common Stock will only qualify as Dissenting
Shares if demands for payment are filed

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<PAGE> 79

with respect to 5% or more of the outstanding shares of Metrobank Common Stock.
Subject to this limitation, holders of Metrobank Common Stock desiring to
exercise dissenter's rights must comply with the requirements set forth in items
3 and 4 listed above.

Assuming the Merger Proposal is approved, Metrobank must mail to all of
its shareholders meeting the above requirements notice of such approval of the
Merger within 10 days of the Special Meeting, together with a copy of the
relevant sections of the CGCL, a statement of the price determined by Metrobank
to represent the fair market value of the Dissenting Shares, and a brief
description of the procedure to be followed if a shareholder desires to exercise
dissenter's rights. The statement of price constitutes an offer by Metrobank to
purchase the shares of the dissenting shareholder at such price, unless those
shares lose their status as Dissenting Shares under the CGCL.

Merely voting or delivering a proxy directing a vote against the
approval of the Merger, or failing to deliver a proxy or vote as to approval of
the Merger, does not constitute a demand for purchase. A written demand is
essential. Any shareholder of record who has the right to require Metrobank to
purchase such shareholders' shares of Metrobank Common Stock and has complied
with the requirements set forth in items 3 and 4 listed above, and who desires
that Metrobank purchase such shares of Metrobank Common Stock, shall make
written demand upon Metrobank for the purchase of such shares of Metrobank
Common Stock and payment to the shareholder in cash of their fair market value.
Notice must be received by Metrobank or any transfer agent thereof, not later
than the date of the Special Meeting. The demand must state the number and class
of shares of Metrobank Common Stock held of record by the shareholder which the
shareholder demands that Metrobank purchase and shall contain a statement of
what such shareholder claims to be the fair market value of those shares as of
the day before the announcement of the Merger. The statement of fair market
value constitutes an offer by the shareholder to sell the shares at such price.
A shareholder may not withdraw a demand for payment without the consent of
Metrobank.

Holders of Metrobank Common Stock desiring to exercise dissenter's
rights should send demand for payment to Metrobank in care of Sharon L. Canup,
Corporate Secretary, 10900 Wilshire Boulevard, Los Angeles, California 90024 by
registered or certified

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mail, return receipt requested. The demand should be signed by the shareholder
of record (or his or her duly authorized representative) exactly as his or her
name appears on the certificates evidencing ownership of the shares of Metrobank
Common Stock. A demand for the purchase of shares of Metrobank Common Stock
owned jointly by more than one person should identify and be signed by all such
holders. Any person signing a demand for purchase in any representative capacity
(such as attorney-in-fact, executor, administrator, trustee or guardian) should
indicate his or her title and, if Metrobank so requests, furnish written proof
of his or her capacity and authority to sign the demand.

Within 30 days after the date notice of approval of the Merger is
mailed to its shareholders by Metrobank, any shareholder exercising dissenter's
rights must deliver to Metrobank at its principal office or at the office of any
transfer agent therefor, the share certificates representing the shares of
Metrobank Common Stock the shareholder demands to be purchased, to be stamped or
endorsed with the statement that the shares are Dissenting Shares or to be
exchanged for certificates of appropriate denomination so stamped or endorsed.
Upon subsequent transfer of the Dissenting Shares on the corporate books, the
new certificate, initial transaction statement, and other written statements
issued thereof shall bear a like statement, together with the name of the
original dissenting holder of the shares.

If Metrobank and a dissenting shareholder agree that the shares are
Dissenting Shares and agree upon the price of the shares, the shareholder will
be entitled to that price plus interest at the legal rate on judgments from the
date of the agreement. The agreement fixing the fair market value of any
Dissenting Shares must be filed with the Secretary of Metrobank. Subject to
certain creditors' rights, Metrobank shall make payment at the later of 1)
within 30 days after the agreement is made, or 2) within 30 days after any
statutory or contractual conditions to the Merger are satisfied, subject to
surrender of the share certificates to Metrobank. Cash dividends, if any,
declared and paid by Metrobank on the Dissenting Shares after the date of
shareholder approval of the Merger and prior to payment for the Dissenting
Shares shall be credited against the total amount to be paid by Metrobank.

If Metrobank and a dissenting shareholder disagree that the

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shares are Dissenting Shares and/or disagree on the fair market value of the
shares, the shareholder may file within 6 months after the date on which the
notice of the approval of the Merger by the outstanding shares was mailed to the
shareholder, a complaint in the Superior Court for Los Angeles County requesting
that the court determine whether the shares are Dissenting Shares and/or the
fair market value of the shares. In addition, any other dissenting shareholder
may intervene in any action pending on such a complaint.

If the status of the shares is at issue, the court will determine
first whether the shares are Dissenting Shares. If the court finds that the
shares are Dissenting Shares, the court, or one or more impartial appraisers,
will at that time determine the fair market value of the shares if said amount
also is in issue. If judgement is rendered against Metrobank, Metrobank will
pay the amount equal to the fair market value of each Dissenting Share
multiplied by the number of Dissenting Shares which any dissenting shareholder
is entitled to require Metrobank to purchase, with interest thereon at the
legal rate from the date judgment was entered. Judgement is payable upon the
endorsement and delivery to Metrobank of the certificates of the shares
described in the judgement. Costs of the action will be assessed or apportioned
as the court considers equitable, but, if the appraisal exceeds the price
offered by Metrobank, Metrobank will be assessed all costs (including, in the
discretion of the court, attorneys' fees, fees of expert witnesses and interest
at the legal rate from the date of compliance with Metrobank's obligations
under Chapter 13 of the CGCL if the value for the Dissenting Shares is more
than 125% of the price originally offered by Metrobank).

No shareholder of Metrobank who has a right to demand payment of cash
for the shares of Metrobank Common Stock held by him or her shall have any right
at law or in equity to attack the validity of the Merger or to have the Merger
set aside or rescinded, except in an action to test whether the number or shares
required to authorize or approve the Merger have been legally voted in favor
thereof.

Metrobank Common Stock holders wishing to exercise dissenter's rights
should seek advice from their attorney in conjunction with the exercise of such
rights.

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CERTAIN REGULATORY CONSIDERATIONS

GENERAL

Bank holding companies and banks are extensively regulated under both
federal and state law. To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions. A change in
applicable law or regulation may have a material effect on the business of
Comerica.

As a bank holding company, Comerica is subject to regulation under the
BHCA and its examination and reporting requirements. Under the BHCA, bank
holding companies may not (subject to certain limited exceptions) directly or
indirectly acquire the ownership or control of more than 5% of any class of
voting shares or substantially all of the assets of any company, including a
bank, without the prior written approval of the Federal Reserve Board. In
addition, bank holding companies are generally prohibited under the BHCA from
engaging in nonbanking activities, subject to certain exceptions.

The BHCA prohibits the Federal Reserve Board from approving the
acquisition by a bank holding company of more than 5% of any class of the voting
shares of, or substantially all the assets of, any bank (or its holding company)
located outside of the state in which the operations of such acquiring bank
holding company's banking subsidiaries are principally conducted on the date
such company became a bank holding company unless such acquisition is
specifically authorized by the laws of the state in which the bank to be
acquired is located. Most states, including Michigan and California, have
adopted legislation that permits out-of-state bank holding companies throughout
the United States to acquire local banks and bank holding companies. Most states
that have enacted such nationwide interstate banking laws, including Michigan
and California, have a reciprocity requirement. In approving Comerica's
acquisition of the predecessors to Comerica Bank -- California, both the Federal
Reserve Board and the California Superintendent determined that the "substantial
reciprocity" requirement of California law was met in connection with such an
interstate acquisition.

INTERSTATE BANKING AND BRANCHING

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On September 29, 1994, the Riegle/Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") was signed into law. This
Interstate Act effectively permits nationwide banking. The Interstate Act
provides that one year after enactment, adequately capitalized and adequately
managed bank holding companies may acquire banks in any state, even in those
jurisdictions that currently bar acquisitions by out-of-state institutions,
subject to deposit concentration limits. The deposit concentration limits
provide that regulatory approval by the Federal Reserve Board may not be granted
for a proposed interstate acquisition if after the acquisition, the acquiror on
a consolidated basis would control more than 10% of the total deposits
nationwide or would control more than 30% of deposits in the state where the
acquiring institution is located. The state deposit concentration limit does not
apply to initial acquisitions in a state and in every case, may be waived by the
state regulatory authority. Interstate acquisitions are subject to compliance
with the Community Reinvestment Act ("CRA"). States are permitted to impose age
requirements not to exceed five years on target banks for interstate
acquisitions. States are not allowed to opt-out of interstate banking.

Branching between states may be accomplished either by merging separate
banks located in different states into one legal entity, or by establishing de
novo branches in another state. Consolidation of banks is not permitted until
June 1, 1997 provided that the state has not passed legislation "opting-out" of
interstate branching. If a state opts-out prior to June 1, 1997, then banks
located in that state may not participate in interstate branching. A state may
"opt-in" to interstate branching by bank consolidation or by de novo branching
by passing appropriate legislation earlier than June 1, 1997. Interstate
branching, when accomplished by merging banks located in different states, is
also subject to a 30% statewide deposit concentration limit on a consolidated
basis, and a 10% nationwide deposit concentration limit. The laws of the host
state regarding community reinvestment, fair lending, consumer protection
(including usury limits) and establishment of branches shall apply to the
interstate branches.

De novo branching by an out-of-state bank is not permitted unless
expressly permitted by the host state expressly permits de novo branching by
banks from out-of-state. The establishment of an

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initial de novo branch in a state is subject to the same conditions as apply to
initial acquisition of a bank in the host state other than the deposit
concentration limits.

Effective one year after enactment, the Interstate Act permits bank
subsidiaries of a bank holding company to act as agents for affiliated
depository institutions in receiving deposits, renewing time deposits, closing
loans, servicing loans and receiving payments on loans and other obligations. A
bank acting as agent for an affiliate shall not be considered a branch of the
affiliate. Any agency relationship between affiliates must be on terms that are
consistent with safe and sound banking practices. The authority of an agency
relationship for receiving deposits includes the taking of deposits for an
existing account but is not meant to include the opening or origination of new
deposit accounts. Subject to certain conditions, insured savings associations
which were affiliated with banks as of June 1, 1994, may act as agents for such
banks. An affiliate bank or savings association may not conduct any activity as
an agent which such institution is prohibited from conducting as principal.

If an interstate bank decides to close a branch located in a low- or
moderate-income area, it must comply with additional branch closing notice
requirements. The appropriate regulatory agency is authorized to consult with
community organizations to explore options to maintain banking services in the
affected community where the branch is to be closed.

To ensure that interstate branching does not result in taking deposits
without regard to a community's credit needs, the regulatory agencies are
directed to implement regulations prohibiting interstate branches from being
used as "deposit production offices." The regulations to implement its
provisions are due by June 1, 1997. The regulations must include a provision to
the effect that if loans made by an interstate branch are less than fifty
percent of the average of all depository institutions in the state, then the
regulator must review the loan portfolio of the branch. If the regulator
determines that the branch is not meeting the credit needs of the community, it
has the authority to close the branch and to prohibit the bank from opening new
branches in that state.

When the interstate banking provisions become effective in the

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next few months, Comerica will have enhanced opportunities to acquire banks in
any state subject to approval by the appropriate federal and state regulatory
agencies. When the interstate branching provisions become effective in June
1997, Comerica will have the opportunity to consolidate its affiliate banks to
create one legal entity with branches in more than one state should management
decide to do so, or to establish branches in different states, subject to the
existence of authorizing legislation in the host state and any state opt-out
provisions. The agency authority permitting Comerica affiliate banks to act as
agents for each other in accepting deposits or servicing loans should make it
more convenient for customers of one Comerica bank to transact their banking
business at a Comerica affiliate in another state provided that operating
systems are in place to facilitate these out of state transactions.

PAYMENT OF DIVIDENDS

Comerica is a legal entity separate and distinct from its banking and
other subsidiaries. Most of Comerica's revenues result from dividends paid to it
by its bank subsidiaries. There are statutory and regulatory requirements
applicable to the payment of dividends by subsidiary banks to Comerica as well
as by Comerica to its shareholders.

Federal law requires each state bank subsidiary that is a member of the
Federal Reserve System and each national banking association to obtain the
prior approval of the Federal Reserve Board or the Comptroller of the Currency
(the "Comptroller"), as the case may be, for the declaration and payment of
dividends if the total of all dividends declared by the board of directors of
such bank in any year will exceed the total of (i) such bank's net profits (as
defined and interpreted by regulation) for that year plus (ii) the retained net
profits (as defined and interpreted by regulation) for the preceding two years,
less any required transfers to surplus. In addition, these banks may only pay
dividends to the extent that retained net profits (including the portion
transferred to surplus) exceed bad debts (as defined by regulation).

Under the foregoing dividend restrictions, in 1995 Comerica's
subsidiary banks, without obtaining governmental approvals, can declare
aggregate dividends of approximately $153 million from

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<PAGE> 86

retained net profits of the preceding two years, plus an amount approximately
equal to the net profits (as measured under current regulations), if any, earned
for the period from January 1, 1995 through the date of declaration. During
1994, Comerica's subsidiary banks paid $293 million in dividends.

The banking authorities in the states where Comerica owns
state-chartered banks also regulate the payment of dividends by banks organized
in such states. Generally, (i) California state banks such as Comerica
Bank-California may not declare or pay a dividend, without the prior written
approval of the California Superintendent, if the total of all dividends
declared by such bank in any calendar year would exceed the total of its net
profits, as defined, for that year combined with its retained net profits, as
defined, for the preceding two years, (ii) Michigan state banks such as Comerica
Bank may not pay a dividend if the amount of such dividend would exceed net
profits then on hand or surplus remaining after payment thereof would be less
than 20 percent of the bank's capital, and (iii) payment of dividends by Texas
state banks such as Comerica Bank-Texas is restricted by minimum capital
requirements. Generally, an Illinois state chartered bank, such as Comerica
Bank-Illinois, may pay dividends only out of net profits. If an Illinois bank's
surplus does not equal its capital, it may declare a dividend only after at
least one-tenth of its net profits since the declaration of the last dividend
has been added to its surplus. An Illinois bank may not pay dividends in an
amount greater than net profits then on hand, less deductions for losses and bad
debts, as defined by statute.

The payment of dividends by Comerica and its bank subsidiaries is also
affected by various regulatory requirements and policies, such as the
requirement to maintain capital at or above regulatory guidelines. In addition,
if, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal Reserve Board
and the Comptroller have each indicated that the payment of dividends that
deplete a bank's capital base to an inadequate level would be an unsafe and
unsound banking practice. The Federal Reserve Board, the Comptroller and the
FDIC have issued policy statements which provide that bank holding companies and

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insured banks should generally only pay dividends out of current operating
earnings.

CERTAIN TRANSACTIONS BY COMERICA WITH ITS AFFILIATES

There are also various legal restrictions on the extent to which
Comerica and most of its nondepository subsidiaries can borrow or otherwise
obtain credit from, or engage in certain other transactions with, their
depository institution affiliates. The "covered transactions" that an insured
depository institution and its subsidiaries are permitted to engage in with
their nondepository affiliates are limited to the following amounts: (i) in the
case of any one such affiliate, the aggregate amount of covered transactions of
the insured depository institution and its subsidiaries cannot exceed 10% of the
capital stock and the surplus of the insured depository institution; and (ii) in
the case of all affiliates, the aggregate amount of covered transactions of the
insured depository institution and its subsidiaries cannot exceed 20% of the
capital stock and surplus of the insured depository institution. In addition,
extensions of credit that constitute covered transactions must be collateralized
in prescribed amounts.

"Covered transactions" are defined by statute to include a loan or
extension of credit to the affiliate, a purchase of securities issued by an
affiliate, a purchase of assets from the affiliate (unless otherwise exempted by
the Federal Reserve Board), the acceptance of securities issued by the affiliate
as collateral for a loan and the issuance of a guarantee, acceptance, or letter
of credit for the benefit of an affiliate. Further, a bank holding company and
its subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property or furnishing
of services.

CAPITAL

The Federal Reserve Board has adopted risk based capital guidelines for
bank holding companies. The minimum guideline for the ratio of total capital
("Total Capital") to risk weighted assets (including certain off-balance-sheet
activities, such as standby letters of credit) is 8%. At least half of the Total
Capital is to be composed of common shareholders' equity, minority interests in
the equity accounts of consolidated subsidiaries and a limited amount of
perpetual preferred stock, less disallowed

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intangibles including goodwill ("Tier 1 Capital"). The remainder may consist of
subordinated debt, other preferred stock and a limited amount of loan loss
reserves ("Tier 2 Capital").

In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum Tier 1 Capital leverage ratio (Tier 1 Capital to total assets, less
goodwill) of 3% for bank holding companies that meet certain specified criteria,
including having the highest regulatory rating. All other bank holding companies
will generally be required to maintain a minimum Tier 1 Capital leverage ratio
of 3% plus an additional cushion of 100 to 200 basis points. The Federal Reserve
Board has not advised Comerica of any specific minimum Tier 1 Capital leverage
ratio applicable to it. The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels
without significant reliance on intangible assets (e.g., goodwill, core deposit
intangibles and purchased mortgage servicing rights). Furthermore, the
guidelines indicate that the Federal Reserve Board will continue to consider a
"tangible Tier 1 Capital leverage ratio" (deducting all intangibles) in
evaluating proposals for expansion or new activities. As of June 30, 1995 , the
"tangible Tier 1 Capital leverage ratios" of Comerica and Metrobank individually
and pro forma (giving effect to the Merger) for Comerica and Metrobank combined
were 6.48%, 6.11% and 6.74%, respectively.

The following tables set forth the Tier 1 capital to risk-weighted
assets ratios, the total capital to risk-weighted assets ratios and the Tier 1
leverage ratios for Comerica and Metrobank individually and on a pro forma
combined basis as of certain dates and periods. Such pro forma combined data is
derived from the financial information of Comerica and Metrobank at June 30,
1995 and for each of the years presented below and gives effect to the Merger,
the issuance of shares to holders of Metrobank Common Stock as consideration for
the Merger, and adjustment to fair value of the assets and liabilities of
Metrobank as of the Effective Time.

TIER 1 CAPITAL TO RISK-WEIGHTED ASSETS RATIO
(IN EACH CASE CALCULATED PURSUANT TO THE
RISK-BASED CAPITAL GUIDELINES)

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<TABLE>
<CAPTION>
PRO FORMA
AS OF: COMERICA METROBANK COMBINED
------ -------- --------- --------
<S> <C> <C> <C>
June 30, 1995 ........................................................... 7.61% 8.13% 7.92%
December 31, 1994........................................................ 8.13 10.11 --
December 31, 1993........................................................ 8.21 10.00 --
December 31, 1992........................................................ 8.83 9.80 --
</TABLE>

TOTAL CAPITAL TO RISK-WEIGHTED ASSETS RATIO
(IN EACH CASE CALCULATED PURSUANT TO THE
FINAL RISK-BASED CAPITAL GUIDELINES)

<TABLE>
<CAPTION>
PRO FORMA
AS OF: COMERICA METROBANK COMBINED
------ -------- --------- --------
<S> <C> <C> <C>
June 30, 1995 ........................................................... 10.85% 9.39% 11.13%
December 31, 1994........................................................ 11.68 11.37 --
December 31, 1993........................................................ 11.58 11.20 --
December 31, 1992........................................................ 11.82 11.00 --
</TABLE>

TIER 1 LEVERAGE RATIO

<TABLE>
<CAPTION>
PRO FORMA
AS OF: COMERICA METROBANK COMBINED
------ -------- --------- --------
<S> <C> <C> <C>
June 30, 1995 ........................................................... 6.59% 6.11% 6.85%
December 31, 1994........................................................ 6.93 7.24 --
December 31, 1993........................................................ 7.04 6.90 --
December 31, 1992........................................................ 7.52 N/A --
</TABLE>

Each of Comerica's banks is subject to similar capital requirements
adopted by the Federal Reserve Board, the Comptroller or the FDIC. At June 30,
1995, each of Comerica's subsidiary banks had a Tier 1 Capital ratio and a Total
Capital ratio (computed under the 1993 guidelines) in excess of the fully phased
in requirements and a Tier 1 Capital leverage ratio in excess of 6.00%. At June
30, 1995, Comerica Bank's Tier 1 Capital ratio and Total Capital ratio (computed
under the 1993 guidelines) was in excess of the fully phased in requirements and
its Tier 1 Capital leverage ratio was 6.15%. No regulatory agency has advised
any of Comerica's subsidiary banks of any specific applicable minimum Tier 1
Capital leverage ratio.

Failure to meet capital guidelines could subject an insured bank to a
variety of enforcement remedies, including the termination of deposit insurance
by the FDIC and a prohibition on the taking of brokered deposits. See "FDICIA"
below.

It is possible that bank regulators will raise capital requirements
applicable to banking organizations beyond their

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current levels. However, the management of Comerica is unable to predict whether
and when higher capital requirements might be imposed and, if they are imposed,
at what levels and on what schedule.

COMERICA'S SUPPORT OF SUBSIDIARY BANKS

Under a Federal Reserve Board policy, Comerica is expected to act as a
source of financial strength to each of its subsidiary banks and, if necessary,
to commit resources to support each of such subsidiaries. This support may be
required at times when, absent such Federal Reserve Board policy, Comerica would
not otherwise be required to provide it.

Under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989 ("FIRREA"), a depository institution insured by the FDIC can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the
FDIC after August 9, 1989 in connection with (i) the default of a commonly
controlled FDIC-insured depository institution, or (ii) any assistance provided
by the FDIC to any commonly controlled FDIC-insured depository institution "in
danger of default." "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a default is likely to occur in
the absence of regulatory assistance.

Under Michigan law, if the capital of a Michigan state chartered bank
is impaired by losses or otherwise, the Michigan Financial Institutions Bureau
is authorized to require payment of the deficiency by assessment upon the bank's
shareholders, pro rata, and to the extent necessary, if any such assessment is
not paid by any shareholder after three months' notice, to cause the sale of the
stock of such shareholder to make good the deficiency.

Under the National Bank Act, if the capital stock of a national bank is
impaired by losses or otherwise, the Comptroller is authorized to require
payment of the deficiency by assessment upon the bank's shareholders, pro rata,
and to the extent necessary, if any such assessment is not paid by any
shareholder after three months' notice, to sell the stock of such shareholder to
make good the deficiency.

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Any capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and is entitled to a priority of payment. This
priority would apparently apply to guarantees of capital plans under the Federal
Deposit Insurance Corporation Improvement Act of 1991 (discussed below)
("FDICIA").

FDIC INSURANCE ASSESSMENTS

Comerica's subsidiary banks are subject to FDIC deposit insurance
assessments. On January 1, 1994, a permanent risk-based deposit premium
assessment system became effective under which each depository institution is
placed in one of nine assessment categories based on certain capital and
supervisory measures. All of Comerica's subsidiary banks' capital levels and
supervisory standing qualify them for favorable deposit insurance assessment
costs. On August 8, 1995, the FDIC adopted a new and reduced assessment rate
structure under which the best-rated institutions will pay 0.04 percent of
domestic deposits and the weakest will pay 0.31 percent. The new assessment
rate structure should result in savings in deposit insurance costs at
Comerica's subsidiary banks, and therefore have a positive effect on their
operations. However, legislation has been proposed that, if enacted, would
shift to banks some of the costs related to resolution of the savings
association insolvencies experienced by the deposit insurance funds in recent
years. A significant increase in the assessment rate or a special
additional assessment could have an adverse impact on Comerica's results of
operations.

FDICIA

In December 1991 FDICIA was enacted. This legislation substantially
revises the bank regulatory and funding provisions of the Federal Deposit
Insurance Act and makes revisions to several other federal banking statutes.

Among other things, FDICIA requires the federal banking agencies to
take "prompt corrective action" in respect of depository institutions that do
not meet minimum capital requirements. FDICIA establishes five capital tiers:
"well

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capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized." A depository institution's
capital tier depends upon where its capital levels are in relation to various
relevant capital measures, which includes a risk-based capital measure and a
leverage ratio capital measure, and certain other factors.

A depository institution is well capitalized if it significantly
exceeds the minimum level required by regulation of each relevant capital
measure, adequately capitalized if it meets each such measure, undercapitalized
if it fails to meet any such measure, significantly undercapitalized if it is
significantly below any such measure and critically undercapitalized if it has a
ratio of tangible equity to total assets that is equal to or less than 2
percent. An institution may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if, among other things,
it receives an unsatisfactory examination rating.

Regulations establishing the specific capital tiers have been adopted.
Under these regulations, for an institution to be well capitalized it must have
a total risk-based capital ratio of at least 10 percent, a Tier 1 risk-based
capital ratio of at least 6 percent, and a Tier 1 leverage ratio of at least 5
percent, and not be subject to any specific capital order or directive. For an
institution to be adequately capitalized it must have a total risk-based capital
ratio of at least 8 percent, a Tier 1 risk-based capital ratio of at least 4
percent, and a leverage ratio of at least 4 percent (and in some cases 3
percent). Under these new regulations, the banking subsidiaries of Comerica
would be considered to be well capitalized as of September 30, 1994.

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to growth
limitations and are required to submit a capital restoration plan. The federal
banking agencies may not accept a capital plan without determining, among other
things, that the plan is based on realistic assumptions and is likely to succeed
in restoring the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's

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parent holding company must guarantee that the institution will comply with such
capital restoration plan. The aggregate liability of the parent holding company
is limited to the lesser of (i) an amount equal to 5 percent of the depository
institution's total assets at the time it became undercapitalized, and (ii) the
amount that is necessary (or would have been necessary) to bring the institution
into compliance with all capital standards applicable with respect to such
institution as of the time it fails to comply with the plan. If a depository
institution fails to submit an acceptable plan, it is treated as if it were
significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to reduce
the total assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.

Under FDICIA, the FDIC is permitted to provide financial assistance to
an insured bank before appointment of a conservator or receiver only if (i) such
assistance would be the least costly method of meeting the FDIC's insurance
obligations, (ii) grounds for appointment of a conservator or a receiver exist
or are likely to exist, (iii) it is unlikely that the bank can meet all capital
standards without assistance, and (iv) the bank's management has been competent,
has complied with applicable laws, regulations, rules and supervisory directives
and has not engaged in any insider dealing, speculative practice or other
abusive activity.

FDICIA directs that each federal banking agency prescribe standards for
depository institutions and depository institution holding companies relating to
internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to book value for
publicly traded shares and other standards as they deem appropriate. Such
standards were issued in July, 1995 in guideline form. Management does not
expect these standards to have a significant impact Comerica's operations.

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<PAGE> 94

FDICIA also contains a variety of other provisions that may affect the
operations of depository institutions including new reporting requirements,
regulatory standards for real estate lending, "truth in savings" provisions, the
requirement that a depository institution give 90 days' prior notice to
customers and regulatory authorities before closing any branch and a prohibition
on the acceptance or renewal of brokered deposits by depository institutions
that are not well capitalized or are adequately capitalized and have not
received a waiver from the FDIC. Under regulations relating to the brokered
deposit prohibition, Comerica Bank is well capitalized and may accept brokered
deposits without restriction.

IMPLICATIONS OF BEING A SAVINGS AND LOAN HOLDING COMPANY

As a result of Comerica's control of all of the capital stock of
Comerica Bank & Trust, F.S.B. ("Comerica FSB"), Comerica FSB is a savings and
loan holding company under Section 10 of the Home Owners' Loan Act, as amended
("HOLA"). Comerica FSB is registered with the Office of Thrift Supervision (the
"OTS") and is subject to OTS regulations, supervision and reporting
requirements.

With certain exceptions, a savings and loan holding company must obtain
the prior written approval of the OTS before acquiring control of an insured
savings association or savings and loan holding company through the acquisition
of stock or through a merger or some other business combination. HOLA prohibits
the OTS from approving an acquisition by a savings and loan holding company
which would result in the holding company controlling savings associations in
more than one state unless (i) the holding company is authorized to do so by the
FDIC as an emergency acquisition, (ii) the holding company controls a savings
association which operated an office in the additional state or states on March
5, 1987, or (iii) the statutes of the state in which the savings association to
be acquired is located specifically permit a savings association chartered by
such state to be acquired by an out-of-state savings association or savings and
loan holding company.

As a subsidiary of a savings and loan holding company, Comerica FSB is
subject to certain restrictions in its dealings with Comerica and with other
companies affiliated with Comerica. In addition, savings association
subsidiaries of savings and loan

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holding companies are required to give the OTS thirty days' prior notice of any
proposed payment of dividends to the savings and loan holding company.

As a federal savings bank, Comerica FSB is subject to the capital
adequacy guidelines of the OTS. In general, a federal savings bank is required
to satisfy three capital requirements: (i) a leverage test under which core
capital must be at least three percent of adjusted total assets, (ii) a tangible
capital test under which tangible capital must be at least 1.5% of adjusted
total assets and (iii) a risk based capital test under which core capital must,
on a fully phased-in basis, be at least 4% of risk adjusted assets and total
capital must, on a fully phased-in basis, be at least 8% of risk adjusted
assets. The OTS has proposed a regulation that would increase the minimum
leverage ratio from 3% to at least 4% to 5% for savings associations not having
the highest supervisory rating. As of June 30, 1995, Comerica FSB had capital
well in excess of the foregoing requirements with a leverage ratio of 7.54%, a
tangible capital ratio of 7.54%, a core risk based capital ratio of 13.10%, and
a total risk based capital ratio of 14.36%.

In general, a savings and loan holding company such as Comerica that
has a federal savings bank subsidiary that fails to meet the "qualified thrift
lender" test is required to become a bank holding company. As Comerica is
already a bank holding company, Comerica FSB's failure to satisfy the "qualified
thrift lender" test would have no material effect on Comerica. In addition, if a
federal savings bank, such as Comerica FSB, does not satisfy the "qualified
thrift lender" test, then such federal savings bank (i) will be limited to
establishing new branches as if it were a national bank located in the same
state, (ii) will be barred from obtaining new Federal Home Loan Bank advances,
(iii) will be prohibited from making any new investment or engaging in any new
activity unless the investment or activity is permitted for a national bank and
(iv) will be subject to the dividend restrictions applicable to national banks.
Moreover, three years after it has failed to qualify as "qualified thrift
lender", a federal savings bank must (i) divest any investments and activities
not permitted for a national bank and (ii) repay any of its outstanding Federal
Home Loan Bank advances "as promptly as can prudently be done" consistent
with its safe and sound operation and must divest any investment and cease
any activity not permitted for

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a national bank. Even if Comerica FSB failed the "qualified thrift lender"
test, Comerica does not believe that it would have a significant effect
on its operations.

To be a "qualified thrift lender" a federal savings bank must maintain
"qualified thrift investments" of at least 65 percent of its "portfolio assets"
as measured on a monthly average basis in 9 out of the last 12 months. The
assets that qualify as "qualified thrift investments" include assets generally
related to the development of domestic residential real property. "Portfolio
assets" are defined as a federal savings bank's total assets, minus (i) goodwill
and other intangible assets, (ii) the value of property used by the savings
association to conduct its business and (iii) subject to a maximum of 20 percent
of total assets, liquid assets required to be maintained under Section 6 of
HOLA.

DESCRIPTION OF COMERICA CAPITAL STOCK

The following description contains a summary of all of the material
features of the capital stock of Comerica but does not purport to be complete
and is subject to and qualified in its entirety by reference to the Comerica
Restated Certificate of Incorporation, including the Certificate of Designation
for the Comerica Series C Preferred Stock (the "Comerica Charter"), all of which
are filed as exhibits to the Registration Statement of which this Proxy
Statement/Prospectus forms a part and are incorporated herein by reference. See
also "COMPARISON OF SHAREHOLDER RIGHTS" below. The following description should
be read carefully by the Metrobank shareholders.

Comerica's total authorized capital stock currently consists of (i)
10,000,000 shares of preferred stock, without par value (the "Comerica Preferred
Stock"), and (ii) 250,000,000 shares of Comerica Common Stock, with a par value
of $5.00 per share.

With respect to the Comerica Preferred Stock, 500,000 shares with no
stated value have been designated as Series C Participating Preferred Stock (the
"Comerica Series C Preferred Stock"). All shares of two former series of
Comerica Preferred Stock, designated Adjustable Rate Cumulative Preferred Stock,
Series A and Series B Preferred Stock, have been redeemed and restored to the
status of authorized but unissued Comerica Preferred Stock. All shares
designated as Comerica Series C Preferred Stock have been reserved

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for issuance in connection with the Comerica Rights. The Comerica Rights are not
currently exercisable and no shares of Comerica Series C Preferred Stock are
outstanding. For a description of the Comerica Rights, see "COMPARISON OF
SHAREHOLDER RIGHTS -- Rights Plans" below.

With respect to the Comerica Common Stock, as of June 30, 1995
116,997,900 shares of Comerica Common Stock were issued and outstanding.

COMERICA PREFERRED STOCK

General. The Comerica Preferred Stock may be issued in one or more
series at such time or times and for such consideration or considerations as
Comerica's Board may determine. The Comerica Board is expressly authorized at
any time, and from time to time, to provide for the issuance of Comerica
Preferred Stock with such voting powers or without voting powers, and with such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the Comerica Board resolution providing for the issuance
thereof. The Comerica Board is authorized to designate the series and the number
of shares comprising such series, the dividend rate on the shares of such
series, the redemption rights, if any, any purchase, retirement or sinking fund
provisions, any conversion rights and any special voting rights.

Uncommitted authorized but unissued shares of Comerica Preferred Stock
may be issued from time to time to such persons and for such consideration as
the Comerica Board may determine and holders of the then outstanding shares of
Comerica Common Stock or Comerica Preferred Stock may or may not be given the
opportunity to vote thereon, depending upon the nature of any such transactions,
applicable law, the rules and policies of the NYSE and the judgment of the
Comerica Board regarding the submission of such issuance to Comerica's
shareholders. Comerica shareholders have no preemptive rights to subscribe to
newly issued shares.

Moreover, it is possible that shares of Comerica Preferred Stock would
be issued for the purpose of making an acquisition by an unwanted suitor of a
controlling interest in Comerica more difficult, time-consuming or costly or
otherwise to discourage an

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attempt to acquire control of Comerica. Under such circumstances the
availability of authorized and unissued shares of Comerica Common Stock and
Comerica Preferred Stock may make it more difficult for shareholders to obtain a
premium for their shares. Such authorized and unissued shares could be used to
create voting or other impediments or to frustrate a person seeking to obtain
control of Comerica by means of a merger, tender offer, proxy contest or other
means. Such shares could be privately placed with purchasers who might cooperate
with the Comerica Board in opposing such an attempt by a third party to gain
control of Comerica. The issuance of shares of Comerica Preferred Stock could
also be used to dilute ownership of a person or entity seeking to obtain control
of Comerica. Although Comerica does not currently contemplate taking such
action, shares of one or more series of Comerica Preferred Stock could be issued
for the purposes and effects described above and the Comerica Board reserves its
rights (if consistent with its fiduciary responsibilities) to issue such stock
for such purposes.

Shares of Comerica Preferred Stock redeemed or acquired by Comerica may
return to the status of authorized and unissued shares of Comerica Preferred
Stock, without designation as to series, and may be reissued by the Comerica
Board.

Comerica Series C Preferred Stock. The Comerica Series C Preferred
Stock is issuable upon exercise of the Comerica Rights. The Comerica Rights are
not currently exercisable and no shares of Comerica Series C Preferred Stock are
outstanding. For a description of the Comerica Rights, see "COMPARISON OF
SHAREHOLDER RIGHTS -- Rights Plan" below. The Comerica Series C Preferred Stock
carries a quarterly dividend rate equal (rounded to the nearest cent) to the
greater of (a) $10 or (b) a multiple (the "Comerica Multiple") times the
aggregate per share amount of all cash dividends and the Comerica Multiple times
the aggregate per share amount of all non-cash dividends or other distributions
other than a dividend payable in shares of Comerica Common Stock or a
subdivision of the outstanding shares of Comerica Common Stock, declared on the
Comerica Common Stock during the period specified. Dividends on the Comerica
Series C Preferred Stock are cumulative. The Comerica Multiple, which is subject
to adjustment upon the occurrence of stock dividends on, or splits or
combinations of, outstanding Comerica Common Stock is 450. Unless all dividends
on the Comerica Series C Preferred Stock have been paid in full, no

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dividend may be declared or paid on the Comerica Common Stock. If dividends
shall be in arrears in an amount equal to six quarterly dividends, the holders
of the Comerica Series C Preferred Stock shall have the right, voting as a
class, to elect two directors.

Each share of Comerica Series C Preferred Stock is entitled to vote on
all matters submitted to a vote of the shareholders of Comerica, the number of
votes being subject to adjustment under the same circumstances which require an
adjustment of the Comerica Multiple but may not have more than one vote per
share. Except as otherwise required by the Comerica Charter or bylaws, the
holders of shares of Comerica Series C Preferred Stock and the holders of
Comerica Common Stock vote together as one class.

Upon any liquidation, dissolution or winding up of Comerica, each share
of Comerica Series C Preferred Stock is entitled, prior to any payment or
distribution in respect of the Comerica Common Stock, to a liquidation
preference equal to $100 plus any accrued and unpaid dividends. If sufficient
assets of Comerica remain after payment of the liquidation preference in respect
of the Comerica Series C Preferred Stock and certain payments to the holders of
Comerica Common Stock, the Comerica Series C Preferred Stock participates with
the Comerica Common Stock in respect of the remaining assets of Comerica based
on a ratio.

If Comerica enters into any consolidation, merger, combination or other
transaction in which Comerica Common Stock is exchanged for other stock,
securities, cash or other property, then the shares of Comerica Series C
Preferred Stock will at the same time be similarly exchanged in an amount per
share, subject to certain adjustments, equal to the Comerica Multiple times the
aggregate amount of stock, security, cash or other property into which or for
which each share of Comerica Common Stock is changed or exchanged.

COMERICA COMMON STOCK

Subject to the rights of any outstanding shares of Comerica Preferred
Stock, the holders of Comerica Common Stock are entitled to receive such
dividends as may from time to time be declared by the Comerica Board. They are
entitled to one vote per share of Comerica Common Stock on every issue submitted
to them as Comerica shareholders at a meeting of shareholders or otherwise. In
the event of liquidation they are entitled, after payment in full of

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the liquidation preference of any outstanding Comerica Preferred Stock and
subject to the right of the holders of Comerica Series C Preferred Stock to
participate in certain distributions, to share ratably in all assets of Comerica
available for distribution to holders of Comerica Common Stock. Holders of
shares of Comerica Common Stock do not have preemptive or cumulative voting
rights. All shares of Comerica Common Stock now issued and outstanding are fully
paid and nonassessable.

The registrar and transfer agent for the Comerica Common Stock is
Norwest Bank, Minnesota, National Association.

DESCRIPTION OF METROBANK CAPITAL STOCK

Metrobank's total authorized capital stock currently consists of
25,000,000 shares of Common Stock, with no par value (the "Metrobank Common
Stock") and 15,000,000 shares of Preferred Stock, with no par value (the
"Metrobank Preferred Stock").

Holders of Metrobank Common Stock are entitled to one vote per share on
all matters to be voted upon by the shareholders of Metrobank, except that
shareholders have cumulative voting rights with respect to the election of
directors if a candidate's or candidates' name(s) have been properly placed in
nomination prior to the voting and a shareholder present at a meeting to elect
directors has given notice prior to the voting of his or her intention to vote
his or her shares cumulatively. If a shareholder has given such notice, all
shareholders may cumulate their votes for candidates in nomination. The holders
of Metrobank Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Metrobank Board of Directors out of funds legally
available therefor. In the event of liquidation, dissolution or winding up of
Metrobank, the holders of Metrobank Common Stock are entitled to share ratably
in all assets remaining after payment of liabilities. The Metrobank Common Stock
has no preemptive, redemption, conversion or other subscription rights. The
outstanding shares of Metrobank Common Stock are fully paid and nonassessable.

As of June 30, 1995, there were 5,475,387 shares of Metrobank Common
Stock outstanding held by 361 holders of record.

There are currently no issued or outstanding shares of Metrobank
Preferred Stock.

The transfer agent and registrar for the Metrobank Common

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Stock is First Interstate Bank of California.

COMPARISON OF SHAREHOLDER RIGHTS

In the event the proposed Merger is consummated, shareholders of
Metrobank whose shares of Metrobank Common Stock, are converted into shares of
Comerica Common Stock will become shareholders of Comerica. Their rights will be
governed by Delaware law and the Comerica Charter and the Comerica Bylaws (the
"Comerica Bylaws").

Certain differences between the rights of holders of Metrobank Common
Stock and the holders of Comerica Common Stock are set forth below. Metrobank is
organized under the laws of California and Comerica is organized under the laws
of Delaware, and there are differences arising from various provisions of the
Comerica Charter, the Comerica Bylaws, the Metrobank Articles of Incorporation
(the "Metrobank Charter"), the Metrobank Bylaws, the "Comerica Rights Agreement"
(See "Rights Plans" below) and state laws. This summary contains a description
of the material differences, but is not meant to be relied upon as an exhaustive
list or detailed description of the provisions discussed and is qualified in its
entirety by reference to the DGCL, California state law, the Comerica Charter,
the Comerica Bylaws, the Metrobank Charter, the Metrobank Bylaws and the
Comerica Rights Agreement.

CLASSIFICATION, REMOVAL AND NOMINATION OF BOARD OF DIRECTORS

The Comerica Charter provides for classification of the Comerica Board
into three classes of directors with each class as nearly equal in number as
possible and elected for a three-year term, and with only one class standing for
election each year. The total number of directors and the number of directors
constituting each class may be fixed or changed from time to time by the
Comerica Board without shareholder approval. The Comerica Board currently
consists of 14 members. The affirmative vote of the holders of at least 75% of
Comerica's then outstanding voting stock is required to amend, change, or repeal
this provision unless such amendment, change, or repeal is approved by
three-fourths of the Comerica Board, in which case such amendment, change, or
repeal will only require the affirmative vote of a majority of shares entitled
to vote thereon. The Comerica Charter contains no provisions concerning the
removal of directors. Under the DGCL, then, Comerica shareholders may remove a
Comerica director only for

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cause.

Nominations of candidates for election as directors of Comerica at any
election meeting may be made by the Board of Directors. A shareholder may
nominate directors provided such shareholder gives timely and proper notice to
the Secretary of Comerica, as outlined below, and such shareholder is a
shareholder of record on the date of the giving of the notice and on the record
date for the determination of shareholders entitled to vote at such meeting.

To be timely, notice must be delivered to or mailed and received at the
principal executive offices of Comerica (a) in the case of an annual meeting of
shareholders, not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the annual meeting of
shareholders is called for a date that is not within thirty (30) days before or
after such anniversary date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the tenth (10th)
day following the day on which notice of the date of the annual meeting of
shareholders was mailed or public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) in the case of a special meeting of
shareholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the special meeting of shareholders was mailed or public disclosure
of the date of the special meeting of shareholders was made, whichever first
occurs.

To be in proper written form, a shareholder's notice to the Secretary of
Comerica must set forth:

(a) as to each person whom the shareholder proposes to nominate
for election as a direcctor: (i) the name, age, business address and residence
address of the person; (ii) the principal occupation or employment of the
person; (iii) the class or series and number of shares of capital stock of the
Comerica which are owned beneficially or of record by the person as of the
record date for the meeting (if such date shall then have been made publicly
available and shall have occurred) and as of the date of such notice; and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
section 14 of the Exchange Act, and the rules and regulations promulgated
thereunder; and

(b) as to the shareholder giving the notice: (i) the name and
record address of such shareholder; (ii) the class or series and number of
shares of capital stock of the Comerica which are owned beneficially or of
record by such shareholder as of the record date for the meeting (if such date
shall then have been made publicly available and shall have occurred) and as of
the date of such notice; (iii) a description of all arrangements or
understandings between such shareholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nominations are
to be made by such shareholder; (iv) a representation that such shareholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice; and (v) any other information relating to such shareholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by the
written consent to such nomination of each person proposed as a nominee and
such person's written consent to serve as a director if elected.

The Metrobank Bylaws provide that the Metrobank Board of Directors
shall consist of not less than 7 nor more than 13 directors, until changed by
amendment of the Metrobank Charter or, if not prohibited by the Metrobank
Charter, by an amendment to the Bylaws adopted by the shareholders. The exact
number of directors within the range mentioned above is fixed by a resolution of
the Board of Directors and is currently set at 8.

Board of Director nominations may be made by the Board of Directors or
by any shareholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors. Notice of intention to make any
nominations, other than by the Board of Directors, shall be made in writing and
shall be received by the President of Metrobank no more than 60 days prior to
any meeting of shareholders called for the election of directors, and no more
than 10 days after the date the notice of such meeting is sent to shareholders
in accordance with the bylaws. However, if only 10 days' notice of the meeting
is given to shareholders, such notice of intention to nominate shall be received
by the President of Metrobank not later than the time fixed in the notice of the
meeting for the opening of the meeting. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of voting stock of Metrobank owned by
each proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of voting stock of Metrobank owned by
the notifying

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shareholder. Nominations not made in accordance herewith may be disregarded by
the chairman of the meeting, and the inspectors of election shall disregard all
votes cast for such nominee.

SPECIAL MEETINGS OF SHAREHOLDERS

The Comerica Bylaws provide that a special meeting of shareholders may
be called only by (i) the Chairman of the Board of Comerica or, during such
Chairman's absence or disability, by the President of Comerica, or (ii) by the
President or Secretary of Comerica at the request in writing of a majority of
the Comerica Board, or at the request in writing by shareholders owning at least
75% of the then outstanding Comerica voting stock entitled to vote at the
meeting. Pursuant to the Comerica Charter, any amendment, alteration, change,
addition to, or repeal of this Comerica Bylaw provision proposed by a Comerica
shareholder requires the affirmative vote of the holders of at least 75% of
Comerica's then outstanding voting stock, and the same super majority
shareholder vote is required to amend, change, or repeal this Comerica Charter
provision, except under the circumstances described above under
"Classification, Removal, and Nomination of Board of Directors."

The Metrobank Bylaws provide that special meetings of shareholders may
be called at any time by the Board of Directors, the Chairman of the Board or
the President or by the shareholders entitled to cast not less than 10% of the
votes at the meeting.

LIMITATION OF LIABILITY OF DIRECTORS

The DGCL permits, and the Comerica Charter provides, that a director
shall not be personally liable to Comerica or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability (a) for
any breach of the director's duty of loyalty to the corporation or its
shareholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) for the approval of an
illegal dividend, asset distribution, stock purchase, or certain other illegal
actions, or (d) for any transaction for which the director derived an improper
personal benefit.

The Metrobank Charter provides that, the liability of directors of
Metrobank for monetary damages shall be eliminated to

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the fullest extent permitted under California law.

ACTION BY WRITTEN CONSENT

The Comerica Charter permits shareholder action by written consent only
if such consent is taken by not less than 75% of the outstanding voting stock of
Comerica. The affirmative vote of the holders of at least 75% of Comerica's then
outstanding voting stock is required to amend, change, or repeal this Comerica
Charter provision.

The Metrobank Bylaws permit shareholder action by written consent only
if the consent is signed by the holders of outstanding shares having not less
than the minimum number of votes necessary to authorize such action at a meeting
at which all shares entitled to vote were present, except that unanimous written
consent is required for election of directors, other than elections to fill a
vacancy.

CERTAIN BUSINESS COMBINATIONS

Section 203 of the DGCL. Delaware has enacted a business combination
statute (Section 203 of the DGCL) pursuant to which a corporation having a class
of voting stock listed on a national securities exchange or authorized for
quotation on a national inter-dealer quotation system or held of record by more
than 2,000 shareholders, and whose charter or bylaws do not provide that the
corporation shall not be governed by the statute shall not engage in any
business combination (defined as any merger or consolidation of the corporation
or its subsidiary) with any interested shareholder (defined generally as any
person owning or recently owning 15% or more of the outstanding voting stock of
the corporation) for a period of 3 years following the date that such
shareholder became an interested shareholder, unless (a) prior to such date the
board of directors of the corporation approved either the business combination
or the transaction which resulted in the shareholder becoming an interested
shareholder, or (b) the interested shareholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding those
shares owned (i) by persons who are directors and also officers and (ii)
employee stock plans in which employee participants do not have the right to
determine confidentially

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whether shares held subject to the plan will be tendered in a tender or exchange
offer, or (c) on or subsequent to such date the business combination is approved
by the board of directors and authorized at an annual or special meeting of
shareholders, and not by written consent, by the affirmative vote of at least 66
and 2/3% of the outstanding voting stock which is not owned by the interested
shareholder.

Comerica Charter Provisions With Respect to Certain Business
Combinations. The Comerica Charter provides that any "Business Combination"
(hereinafter referred to as a "Comerica Business Combination") involving
Comerica and a person who beneficially owns 10% or more of Comerica's capital
stock (a "Comerica Related Person") must be approved by (i) the holders of at
least 75% of the votes entitled to be cast by the holders of Comerica's voting
stock and (ii) a majority of the votes entitled to be cast by the holders of
such voting stock, excluding stock beneficially owned by such Comerica Related
Person (the "Comerica Voting Requirement"). The Comerica Voting Requirement does
not apply if the Comerica Business Combination is approved by three-fourths of
the Comerica Continuing Directors (defined generally to include each director
who either was a director immediately prior to the time the Comerica Related
Person in the Comerica Business Combination became such a person or was
designated as a Comerica Continuing Director by a majority of the then Comerica
Continuing Directors prior to initial election as a director), or complies with
certain minimum price and other requirements. As defined in the Comerica
Charter, a Comerica Business Combination includes, among other things, (i) any
merger or consolidation of Comerica with, into, or for the benefit of a Comerica
Related Person; (ii) the sale by Comerica of a Substantial Part (more than 10%
of the fair market value) of its assets to a Comerica Related Person; (iii) the
acquisition by Comerica of a Substantial Part of the assets of a Comerica
Related Person; (iv) the issuance by Comerica of any of its securities to a
Comerica Related Person (other than an issuance which is effected on a pro rata
basis to all Comerica shareholders); or (v) the acquisition by Comerica of any
securities of a Comerica Related Person. This provision of the Comerica Charter
cannot be amended, changed, or repealed except by a vote similar to the Comerica
Voting Requirement unless such amendment, change, or repeal is recommended by
three-fourths of the Comerica Continuing Directors, in which case such
amendment, change, or repeal will require such vote, if any, as otherwise is
required by Delaware law.

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The California Corporations Code does not have a business combination
statute. The Metrobank Charter does not have comparable business combination
provisions.

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Comerica Charter provides that any amendment, change, or repeal of
such charter with respect to the provisions relating to (i) size and
classification of the Comerica Board, (ii) certain amendments to the provisions
of the Comerica Bylaws relating to calling special meetings of shareholders and
nominations of director candidates, (iii) Business Combinations, and (iv)
actions of shareholders permitted by written consent must be approved by a vote
of at least 75% of the then outstanding shares of capital stock entitled to
vote (and, with respect to amending provisions relating to Business
Combinations, a majority of the outstanding shares of capital stock entitled to
vote of which a Related Person is not a beneficial owner); provided, however,
that such voting requirements are not required by any proposed amendment,
change, or repeal recommended to shareholders by not less than three-fourths of
the Comerica Board (or, with respect to such proposals relating to Business
Combinations, three-fourths of the Comerica Continuing Directors (as defined
above)).

Pursuant to California law, the Charter of Metrobank may be amended by
the approval of the Metrobank Board of Directors and the affirmative vote or
written consent of a majority of the outstanding shares entitled to vote.

RIGHTS PLANS

Comerica Rights Plan. On January 26, 1988, the Comerica Board declared
a dividend distribution of one right (each, a "Comerica Right") for each
outstanding share of Comerica Common Stock to shareholders of record at the
close of business on February 8, 1988. Each Comerica Right entitles the
registered holder to purchase from Comerica a unit consisting of 1/100th of one
share (a "Unit") of Comerica Series C Preferred Stock at a Purchase Price (the
"Comerica Purchase Price") of $175 in cash per Unit, subject to adjustment. The
number of Comerica Rights per share of Comerica Common Stock is subject to
adjustment in certain events described below. Each share of Comerica Common
Stock currently carries 1/9th

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of one Comerica Right. The Comerica Common Stock to be issued in the Merger
will have attached thereto the associated number of Rights. The description and
terms of the Comerica Rights are set forth in a Rights Agreement (the "Comerica
Rights Agreement"), dated as of January 28, 1988, as amended, between Comerica
and Comerica Bank, as Rights Agent (the "Comerica Rights Agent").

At the present time, the Comerica Rights attach to all Comerica Common
Stock certificates representing outstanding shares, and no separate Comerica
Rights certificates have been distributed. The Comerica Rights will separate
from the Comerica Common Stock and a "Comerica Distribution Date" will occur
upon the earlier of (i) ten days following a public announcement that a person
or group of affiliated or associated persons (a "Comerica Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 20
percent or more of the outstanding shares of Comerica Common Stock (the
"Comerica Stock Acquisition Date"), or (ii) ten business days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 25% or more of such outstanding shares of Comerica
Common Stock. Until a Comerica Distribution Date, (i) the Comerica Rights will
be evidenced by the Comerica Common Stock certificates and will be transferred
with and only with such Comerica Common Stock certificates, (ii) new Comerica
Common Stock certificates issued after February 8, 1988 will contain a notation
incorporating the Comerica Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Comerica Common Stock
outstanding will also constitute the transfer of the Comerica Rights associated
with the Comerica Common Stock represented by such certificates.

The Comerica Rights are not exercisable until the Comerica Distribution
Date and will expire at the earlier of (i) the close of business on February 8,
1998, and (ii) the date which is 24 months after the first date upon which
Comerica can generally be acquired by bank holding companies, and Comerica is
generally permitted to acquire banks, principally located in at least 15 of the
20 states listed on Exhibit D to the Comerica Rights Agreement, unless earlier
redeemed by Comerica as described below. Pursuant to the Comerica Rights
Agreement, Comerica reserves the right to require prior to the occurrence of a
Comerica Triggering Event (as defined below) that, upon any exercise of
Comerica Rights, a number of Comerica Rights be exercised so that only whole
shares of

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Comerica Series C Preferred Stock will be issued.

As soon as practicable after a Comerica Distribution Date, Comerica
Rights certificates will be mailed to holders of record of the Comerica Common
Stock as of the close of business on the Comerica Distribution Date and,
thereafter, the separate Comerica Rights certificates alone will represent the
Comerica Rights. Except as otherwise determined by the Comerica Board and
except in connection with the shares of Comerica Common Stock issued upon the
exercise of employee stock options or the conversion of convertible securities,
only shares of Comerica Common Stock issued prior to the Comerica Distribution
Date will be issued with Comerica Rights. The number of Comerica Rights per
share of Comerica Common Stock is subject to adjustment upon the occurrence of
stock dividends on, or splits or combinations of, outstanding Comerica Common
Stock. Currently, each share of Comerica Common Stock currently carries 1/9th
of one Comerica Right.

In the event that, at any time following the Comerica Distribution
Date, (i) a person becomes the beneficial owner of more than 25 percent of the
then outstanding shares of Comerica Common Stock except pursuant to an offer
for all outstanding shares of Comerica Common Stock which the independent
directors serving on the Comerica Board determine to be fair to, and otherwise
in the best interests of, Comerica shareholders, or (ii) Comerica is the
Surviving Corporation in a merger with a Comerica Acquiring Person and the
Comerica Common Stock is not changed or exchanged, each holder of a Comerica
Right will thereafter have the right to receive, upon exercise, Comerica Common
Stock (or, in certain circumstances, cash, property, or other securities of
Comerica) having a value equal to two times the exercise price of the Comerica
Right. Notwithstanding the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Comerica Rights that are, or (under
certain circumstances specified in the Comerica Rights Agreement) were,
beneficially owned by any Comerica Acquiring Person will be null and void.
However, Comerica Rights are not exercisable following the occurrence of either
of the events set forth above until such time as the Comerica Rights are no
longer redeemable by Comerica as set forth below.

In the event that, at any time following the Comerica Stock Acquisition
Date, (i) Comerica is acquired in a merger or other business combination
transaction in which Comerica is not the

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Surviving Corporation or Comerica Common Stock is changed or exchanged (other
than a merger which follows an offer described in clause (i) of the preceding
paragraph), or (ii) 50 percent or more of Comerica's assets or earning power is
sold or transferred, each holder of a Comerica Right (except Comerica Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Comerica Right. Each of the
events set forth in this paragraph and in the preceding paragraph is referred
to as a "Comerica Triggering Event."

The Comerica Purchase Price payable, and the number of Units of
Comerica Series C Preferred Stock or other securities or property issuable,
upon exercise of the Comerica Rights are subject to adjustment in certain
events.

At any time until ten days following the Comerica Stock Acquisition
Date, Comerica may redeem the Comerica Rights in whole, but not in part, at a
price of $0.05 per Comerica Right, subject to adjustment where appropriate
(payable in cash, stock, or other consideration deemed appropriate by the
Comerica Board). After the redemption period has expired, Comerica's right of
redemption may be reinstated if a Comerica Acquiring Person reduces his or her
beneficial ownership to 10 percent or less of the outstanding shares of
Comerica Common Stock in a transaction or series of transactions not involving
Comerica. Immediately upon the action of the Comerica Board ordering redemption
of the Comerica Rights, the Comerica Rights will terminate and the only right
of the holders of Comerica Rights will be to receive the $0.05 redemption
price.

Until a Comerica Right is exercised, the holder thereof, as such, will
have no rights as a holder of Comerica shares, including, without limitation,
the right to vote or to receive dividends.

Other than those provisions relating to the principal economic terms of
the Comerica Rights, any of the provisions of the Comerica Rights Agreement
(including the provisions relating to the termination of such agreement) may be
amended by the Comerica Board prior to the Comerica Distribution Date. After
the Comerica Distribution Date, the provisions of the Comerica Rights Agreement
may be amended by the Comerica Board in order to cure any

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ambiguity, to make changes which do not adversely affect the interests of
holders of Comerica Rights (excluding the interests of any Comerica Acquiring
Person), or to shorten or lengthen any time period under the Comerica Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Comerica Rights are not
redeemable.

The Comerica Rights have certain anti-takeover effects. The Comerica
Rights will cause substantial dilution to a person or group that attempts to
acquire Comerica on terms not approved by the Comerica Board, unless the offer
is conditional on a substantial number of Comerica Rights being acquired. The
Comerica Rights, however, should not affect any prospective offeror willing to
make an offer at a fair price and otherwise in the best interests of Comerica
and its shareholders as determined by a majority of the independent directors
on the Comerica Board, or willing to negotiate with the Comerica Board. The
Comerica Rights should not interfere with any merger or other business
combination approved by the Comerica Board since the Comerica Board may, at its
option, at any time until ten days following the Comerica Stock Acquisition
Date redeem all but not less than all of the then outstanding Comerica Rights
at the $0.05 redemption price.

The Comerica Rights Agreement is incorporated herein by reference. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" above. The foregoing
description of the Comerica Rights does not purport to be complete and is
qualified in its entirety by reference to the Comerica Rights Agreement, as
amended.

Metrobank does not have a rights plan.

DIVIDENDS

Metrobank is a corporation organized under the laws of the State of
California and Comerica is a corporation organized under the laws of the State
of Delaware. Dividends upon the Metrobank Common Stock and the Comerica Common
Stock may be declared by the Board of Directors of Metrobank and Comerica,
respectively, pursuant to the applicable provisions of California and Delaware
law.

The payment of dividends by Comerica and its bank subsidiaries is
affected by various regulatory requirements and policies. See

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"CERTAIN REGULATORY CONSIDERATIONS -- Payment of Dividends."

The payment of dividends by Metrobank is similarly affected by various
regulatory requirements and policies.

THE MERGER AGREEMENT

The following is a brief summary of the material provisions of the
Merger Agreement not otherwise described in this Proxy Statement/Prospectus and
is qualified in its entirety by reference to the Merger Agreement which is
attached as Annex A to this Proxy Statement/Prospectus. The Merger Agreement is
incorporated herein by reference. Metrobank shareholders are urged to read the
Merger Agreement carefully. All capitalized terms not defined below have the
meaning given to them in the Merger Agreement.

REPRESENTATIONS AND WARRANTIES

In the Merger Agreement, each of Metrobank, Comerica and Holdings have
made certain customary representations relating to, among other things, (i)
each of their organization and similar corporate matters; (ii) certain
licenses, permits, and certificates necessary for each to conduct their
respective businesses; (iii) authorization, execution, delivery, performance,
and enforceability of the Merger Agreement and related matters; (iv) documents
filed by each party with any governmental or other regulatory authorities and
the accuracy of information contained therein; (v) the capital structure of
each party; (vi) in the case of Metrobank, the validity, payment, and
nonassessability of the outstanding capital stock of Metrobank; (vii) the
accuracy of information supplied by each party in connection with this Proxy
Statement/Prospectus and the Registration Statement on Form S-4 of which this
Proxy Statement/Prospectus forms a part; (viii) compliance with applicable
laws; (ix) the absence of material pending or threatened litigation except as
disclosed by the parties prior to the date of the Merger Agreement; (x) the
absence of restrictive agreements with banking regulators except as disclosed
by the parties on schedules attached to the Merger Agreement; (xi) in the case
of Metrobank, the existence of insurance policies; (xii) in the case of
Metrobank, good and marketable title to real and personal property; (xiii) in
the case of Metrobank, filing of tax returns and payment of taxes; (xiv) the
performance of all material obligations; (xv) in the case of Metrobank, the
validity of certain loans and investments; (xvi) the effective date of the

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representations; (xvii) the use of brokers and finders; (xviii) in the case of
Metrobank, material contracts; (xix) the absence of any material adverse
changes to the businesses of the parties; (xx) the absence of any undisclosed
liabilities of the parties; (xxi) in the case of Metrobank, retirement and
other employee plans and matters relating to the Employee Retirement Income
Security Act of 1974, as amended; (xxii) in the case of Metrobank, certain
intellectual property rights; (xxiii) in the case of Metrobank, certain
environmental matters; (xxiv) in the case of Metrobank, the absence of any
power of attorney; (xxv) disclosures made in the schedules to the Merger
Agreement; (xxvi) in the case of Metrobank, outstanding stock options; (xxvii)
in the case of Metrobank, subsidiaries; (xxviii) in the case of Metrobank,
interest rate risk management instruments; and (xxix) in the case of Comerica,
the formation of Holdings.

CONDUCT OF BUSINESS PENDING THE MERGER

In the Merger Agreement, Metrobank has agreed to carry on its business
in substantially the manner as conducted prior to the execution of the May
Agreement, and Metrobank has agreed to notify Comerica promptly in writing of
any change that would have a Material Adverse Effect on the capital structure,
financial condition, assets, results of operations, business or prospects of
Metrobank or of any matter which would make the representations and warranties
set forth in the Merger Agreement not true and correct in any material respects
as of the effective date of the Registration Statement and at the Effective
Time.

In addition, Metrobank has agreed in the Merger Agreement that it will
(i) use commercially reasonable efforts to satisfy the conditions to the Merger
specified in the Merger Agreement, (ii) keep in full force all material permits
and licenses, (iii) use commercially reasonable efforts to maintain insurance
and bonding coverage in effect as of the date of the May Agreement, (iv)
perform its contractual obligations and not amend, modify, or terminate any
material agreement, understanding, commitment, or offer (each, an
"Understanding") or materially default under any Understanding, (v) observe
legal requirements applicable to its business, (vi) duly and timely file all
reports and returns required with any governmental entity, (vii) maintain
assets and

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properties in good condition and repair, (viii) promptly advise Comerica of the
acquisition by any person or group of ownership or control after the date of
the May Agreement of 5% or more of the outstanding shares of Metrobank Common
Stock, (ix) charge-off loans consistent with past practice (which amount shall
equal at least $5,100,000 (gross of recoveries) for the year ended December
31, 1995, subject to certain conditions), (x) furnish to Comerica copies of
reports and other filings with its Board of Directors and regulatory agencies
and copies of monthly and quarterly financial statements, (xi) maintain
reserves for contingent liabilities in accordance with generally accepted
accounting principles consistent with past practice, (xii) notify Comerica of
the filing of any litigation or governmental or regulatory action or
investigation, (xiii) inform Comerica of the amounts and categories of loans,
leases, and other extensions of credit that have been classified as "Specially
Mentioned," "Renegotiated," "Substandard," "Doubtful," "Loss," or any
comparable classification and furnish Comerica monthly schedules of certain
classified credits, (xiv) furnish Comerica upon request information with
respect to participating loans and leases, loans and leases (including
commitments) to any Metrobank director, officer at or above the vice president
level, or 5% shareholder, and standby letters of credit, (xv) furnish Comerica
copies of loan applications of $500,000 or more which are approved by Metrobank
after the date of the May Agreement and related financial information, and
(xvi) review within three months of the date of the May Agreement all loans in
excess of $25,000 originated by NBLB and advise Comerica of any defect or
environmental condition regarding such loans.

Metrobank has also agreed that it will not, without the written consent
of Comerica, among other things, (i) declare or pay any dividend or make any
other distribution in respect of its capital stock other than regular quarterly
cash dividends in an amount not to exceed $.15 per share, (ii) split, combine
or reclassify any of its capital stock, or issue or authorize the issuance of
any other securities in respect of, in lieu of or in substitution for shares of
its capital stock, (iii) repurchase or otherwise acquire any shares of its
capital stock, other than through customary repossession or to fund the
Metrobank Stock Bonus Plan and Trust, (iv) take any action that would or might
result in any of its representations and warranties contained in the Merger
Agreement being or becoming materially untrue or in any of the conditions
precedent to the Merger not being satisfied, (v) except

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as specifically contemplated by Metrobank Stock Options or the Stock Option
Agreement (See "THE MERGER -- Stock Option Plan") issue, deliver, or sell, or
authorize the issuance, delivery, or sale of any shares of its capital stock or
any class of securities convertible into capital stock, or rights, warrants, or
options including any options under any stock option plans, (vi) amend its
articles of incorporation or bylaws, except as required by law or the Merger
Agreement, (vii) except in connection with Regulatory Stock Sales (See "THE
MERGER -- Acquisition Proposals") authorize or knowingly permit any direct or
indirect solicitation of any Acquisition Proposal, unless such Acquisition
Proposal shall be in writing and shall have been received by the Metrobank
Board without solicitation after the date of the Merger Agreement, (viii) other
than in the ordinary course of business consistent with prior practice,
acquire, or agree to acquire, the assets of any business or person which would
be material to Metrobank, (ix) sell or lease any material assets, except in the
ordinary course of business, consistent with prior practice, (x) incur any
indebtedness for borrowed money or guarantee any such indebtedness other than
in the ordinary course of business consistent with prior practice, (xi) except
in connection with Regulatory Stock Sales, enter into any Understanding, except
relating to deposits incurred, and short-term debt securities issued in the
ordinary course of business and liabilities arising in connection with the
Merger Agreement, loan commitments made or other extensions of credit in the
ordinary course of business, and loan sales made in the ordinary course of
business or any Understanding that has a value of less than $100,000 and a term
of not more than one year, (xii) make, or commit to make, any loan or other
extension of credit to any Metrobank or Subsidiary director, officer or
employee, except in accordance with a practice or policy in effect as of the
date of the Merger Agreement, (xiii) subject to certain exceptions, grant any
general or uniform increase in pay and benefits for employees outside the
ordinary course of business consistent with prior practice, (xiv) sell,
transfer, mortgage, encumber or otherwise dispose of any assets or liabilities,
except in the ordinary course and consistent with prior practice or as required
by an existing contract, (xv) make its credit underwriting policies, standards
or practices relating to the making of loans and other extension of credit,
less stringent than those in effect on March 31, 1995, (xvi) make any capital
expenditures, or commitments with respect thereto, except those in the ordinary
course of business which do not exceed $50,000 individually or $300,000 in the
aggregate,

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(xvii) except as listed on a schedule to the Merger Agreement, renew or extend
any existing employment contract, enter into any new employment contract or
make special or extraordinary payments to any person, without the prior written
consent of Comerica, (xviii) make any material investments, by purchase of
stock or securities or by capital contribution, in any other individual,
corporation, or other entity, except in the ordinary course of business
consistent with prior practice, (xix) except as otherwise required to correct a
prior filing, compromise or settle any assertion or claim of a deficiency in
taxes or file any appeal from an asserted deficiency except in a form
previously approved by Comerica, or make any tax election or change any method
or period of accounting unless required by generally accepted accounting
principles or law, (xx) terminate any employee plan or benefit arrangement,
other than employee plans or benefit arrangements to be terminated in
connection with Metrobank's acquisition of National Bank of Long Beach, (xxi)
change its fiscal year or methods of accounting in effect at March 31, 1995,
except as required by changes in generally accepted accounting principles,
(xxi) take any action which would disqualify the Merger as a tax-free
"reorganization" for tax purposes, and (xxii) take or cause to be taken into
other real estate owned any property without an environmental report thereof
reporting no adverse environmental condition and the written consent of
Comerica and Holdings.

Comerica has agreed to use commercially reasonable efforts to satisfy
the conditions to the Merger specified in the Merger Agreement, refrain from
any action that would or might result in any of its representations and
warranties under the Merger Agreement becoming untrue, except to the extent
such actions are required by any applicable law, regulation, or at the
direction of any regulatory authority, and to refrain from any action that
would disqualify the Merger as a "reorganization" within the meaning of Section
368(a) of the IRC.

CONDITIONS TO THE MERGER

Conditions in favor of Comerica, Holdings, and Metrobank. Each of
Comerica's, Holdings's and Metrobank's obligation to effect the Merger is
subject to the following conditions:

(i) The Merger Agreement, the Subsidiary Merger
Agreement and the Merger shall have been validly ratified and

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confirmed or authorized by the holders of a majority of the outstanding
Metrobank Common Stock entitled to vote;

(ii) all permits, approvals, and consents required to be
obtained, and all waiting periods required to expire, prior to the
consummation of the Merger under applicable federal laws of the United
States or applicable laws of any state having jurisdiction over the
transactions contemplated by the Stock Option Agreement or the Merger
shall have been obtained or expired, as the case may be (all such
permits, approvals, and consents and the lapse of all such waiting
periods being referred to as the "Requisite Regulatory Approvals"),
without the imposition of any condition which is materially burdensome
upon Metrobank, Comerica, Holdings, their respective affiliates, or the
Surviving Corporation;

(iii) no action shall have been taken, nor any statute,
rule, regulation, or order enacted, entered, enforced or deemed
applicable to the Merger, by any governmental entity which: (a) makes
the consummation of the Merger illegal; (b) requires the divestiture by
Comerica of any material subsidiary or of a material portion of the
business of Comerica; or (c) imposes any condition upon Comerica,
Holdings or their subsidiaries (other than general provisions of law
applicable to all banks and bank holding companies) which in the
reasonable judgment of Comerica and Holdings would be materially
burdensome;

(iv) the Registration Statement on Form S-4 of which
this Proxy Statement/Prospectus forms a part shall have become
effective under the Securities Act and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and
shall remain in effect and no legal, administrative, arbitration,
investigatory, or other proceeding by any governmental entity shall
have been instituted and, at what would otherwise have been the
Effective Time, remain pending by or before any governmental entity to
restrain or prohibit the transactions contemplated by the Merger
Agreement;

(v) the shares of Comerica Common Stock deliverable
pursuant to the Merger Agreement shall have been duly authorized for
listing, subject to notice of issuance, on the

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NYSE;

(vi) Comerica and Metrobank shall have received an
opinion from counsel to Comerica dated the Effective Time, subject to
assumptions and exceptions normally included and in form and substance
reasonably satisfactory to Comerica and Metrobank, to the effect that
the Merger will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the IRC and that
Comerica and Metrobank will each be a party to that reorganization
within the meaning of Section 368(b) of the IRC (See "THE MERGER --
Certain Federal Income Tax Consequences");

(vii) Comerica, Holdings and Metrobank shall have
received from each of Ernst & Young LLP and Arthur Andersen, LLP
letters, dated the effective date of the Registration Statement on Form
S-4 and the Effective Time, in form and substance satisfactory to
Comerica, Holdings and Metrobank and customary in scope and substance
for letters delivered by independent public accountants in connection
with registration statements similar to the Registration Statement;

(viii) Comerica, Holdings, and Metrobank shall receive
opinions of their respective counsel addressed to the parties and dated
the date the Registration Statement becomes effective and the date of
the shareholders meeting to the effect that the Registration Statement
and this Proxy Statement/Prospectus and any amendments and supplements
thereto (except for the financial statements and notes thereto and
other financial, statistical and accounting data included in,
incorporated by reference in or which should have been included in or
incorporated by reference in the Registration Statement or this Proxy
Statement/Prospectus as to which they need express no opinion) in
substantially the forms previously agreed to by the parties;

(ix) no action, suit or proceeding shall have been
instituted or threatened before any court or governmental body seeking
to challenge or restrain the transactions contemplated by the Merger
Agreement or the Stock Option Agreement which presents a substantial
risk that such transactions will be restrained or that either party
hereto may suffer material damages or other relief as a result of
consummating such

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transactions;

(x) in the event that the Closing has not occurred
prior to February 1, 1996, Metrobank shall have received a bring-down
dated January 31, 1996 of the opinion of J.P. Morgan as required under
the Merger Agreement which bring-down shall be reasonably acceptable to
the Board of Directors of Metrobank and confirm that the Metrobank
Conversion Rate is fair to Metrobank's shareholders from a financial
point of view.

Conditions in favor of Comerica and Holdings. The obligations of
Comerica and Holdings to effect the Merger are subject to the fulfillment of
the conditions specified in the Merger Agreement, including, but not limited
to, the following:

(i) Except as otherwise provided in any of the other
listed conditions in favor of Comerica and Holdings, (a) the
representations and warranties of Metrobank contained in the Merger
Agreement shall be true in all material respects as of the Effective
Time as though made at and as of the Effective Time except to the
extent they expressly refer to an earlier time and, except where the
failure to be true, individually or in the aggregate, would not have or
would not be reasonably likely to have, a material adverse effect on
Metrobank or upon the consummation of the transactions contemplated by
the Merger Agreement; (b) Metrobank shall have duly performed and
complied in all material respects with all agreements and covenants
required by the Merger Agreement to be performed or complied with by
them prior to or at the Effective Time, except where the failure to so
perform and comply, individually or in the aggregate, would not have or
would not be reasonably likely to have, a material adverse effect on
Metrobank or upon the consummation of the transactions contemplated by
the Merger Agreement; (c) none of the events or conditions entitling
Comerica to terminate the Merger Agreement shall have occurred and be
continuing; and (d) Metrobank shall have delivered to Comerica a
certificate dated the date of the Effective Time and signed by its
Chief Executive Officer to the effect set forth in the clauses (a), (b)
and (c) of this paragraph (i);

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(ii) any consent required for the consummation of the
Merger under any agreement, contract, or license to which Metrobank is
a party or by or under which it is bound or licensed, the withholding
of which might have a material adverse effect on Comerica or Metrobank
or the transactions contemplated by the Merger Agreement, shall have
been obtained;

(iii) Comerica shall have received the closing schedules
to the Merger Agreement (the "Closing Schedules"), and the Closing
Schedules shall not reflect any item that was not on the schedules
delivered with the execution copy of the Merger Agreement that would
have, or would be reasonably likely to have, a material adverse effect
on Metrobank or upon the consummation of the Merger;

(iv) the consummation of the Merger shall not be
prohibited under Section 3(d) of the Bank Holding Company Act of 1956,
as amended, or other applicable law as a result of the relocation to or
establishment in a state other than California of any offices or
operations of Metrobank;

(v) Metrobank's reserve for possible loan losses on the
last day of the month immediately preceding the month in which the
Closing Date occurs, shall be at least the greater of $17,000,000 or
2.1% of the average of Metrobank's total outstanding gross loans for
the month ending on that date (the "Preliminary Loan Loss Reserve");
adjusted as follows:

(a) The following additions will be made to the
Preliminary Loan Loss Reserve:

(1) $.30 for each dollar of Non-Performing
Assets on the Determination Date in excess of $18,000,000, and

(2) if gross charge-offs are less than
$5,100,000, the difference between gross charge-offs and
$5,100,000 for the period January 1, 1995 through the earlier
of December 31, 1995 or the Closing Date.

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(b) The following deductions will be made to the
Preliminary Loan Loss Reserve:

(1) $.30 for each dollar of Non-Performing
Assets on the Determination Date under $18,000,000, and

(2) the amount of any specific reserve in
excess of $25,000 allocated to a classified loan in the April
1995 loan loss reserve allocation report identified in a
schedule to the Merger Agreement, to the extent such
classified loans are disposed of prior to the Determination
Date.

Notwithstanding the foregoing adjustments, in no event shall
Metrobank's reserve for possible loan losses be less than 1.5% of the
average of Metrobank's total loans for the month ended prior to the
Determination Date. Metrobank's reserve for OREO losses shall be
$1,000,000, except to the extent Metrobank writes down the portfolio of
OREO in existence as of the date of the Merger Agreement. The
calculation of all reserves pursuant to this Paragraph (v) shall not
include any additional reserves made at Comerica's request in
accordance with the Merger Agreement;

(vi) Metrobank's Non-Performing Assets outstanding on
the last day of the month immediately preceding the Effective Time
shall be no more than $30,000,000;

(vii) between the date of the Merger Agreement and the
Effective Time, no event or circumstance shall have occurred which had
a Material Adverse Effect on Metrobank or its Subsidiaries and Comerica
shall have received a certificate signed on behalf of Metrobank by the
President of Chief Executive Officer of Metrobank to such effect;

(viii) Comerica shall have received from Arthur Andersen,
LLP letters dated the Effective Time, after customary review but
without audit, in form and substance satisfactory to Comerica
containing the certifications required by the Merger Agreement (i)
certifying that the conditions set forth in paragraphs (v) and (vi)
above have been satisfied and (ii) setting forth, as of the Business
Day

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immediately prior to the Closing Date, (A) Metrobank Consolidated Net
Worth; (B) Fully Diluted Metrobank Common Stock; (C) Metrobank's
reserve for possible loan losses; and (D) the amount of Metrobank's Non
Performing Assets;

(ix) Comerica shall have received from its legal counsel
an opinion regarding securities matters in form and substance customary
for transactions of the type contemplated by the Merger Agreement and
reasonably satisfactory to Comerica;

(x) Comerica shall have received from legal counsel to
Metrobank, an opinion as to securities and corporate matters in form
and substance customary for transactions of this nature and reasonably
satisfactory to Comerica;

(xi) counsel for Comerica shall have approved, in the
exercise of counsel's reasonable discretion, the validity of all
transactions contemplated by the Merger Agreement, as well as the form
and substance of all opinions, certificates, instruments of transfer
and other documents to be delivered to Comerica under the Merger
Agreement or that are reasonably requested by such counsel;

(xii) the sale of the Comerica Common Stock resulting
from the Merger shall have been qualified or registered with the
appropriate State securities law or "blue sky" regulatory authorities
of all States in which qualification or registration is required under
the State securities laws, and such qualifications or registrations
shall not have been suspended or revoked;

(xiii) Metrobank shall have delivered to Comerica not
later than 10 days after the date of the Merger Agreement all of the
executed Affiliate Agreements in the form attached as an exhibit to the
Merger Agreement (see "Resales by Affiliates" below);

(xiv) None of Metrobank or any of its Subsidiaries shall
be subject to any memorandum of understanding, cease and desist order,
or other agreement with any governmental entity restricting the conduct
of Metrobank and its Subsidiaries' business, prospects and operations,
so as to have a Material

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Adverse Effect, other than respecting capital commitments related to
Metrobank's acquisition of National Bank of Long Beach;

(xv) Metrobank's director-shareholders shall have
delivered to Comerica on date of the Merger agreement the Shareholder's
Agreements in the form attached to the Merger Agreement;

(xvi) the total number of shares of Comerica Common Stock
that shall be issuable pursuant to the terms of the Merger Agreement
under any computation shall not be greater than 4,806,710 shares,
subject to adjustment as appropriate to reflect any recapitalization,
reorganization, reclassification, split-up, merger, consolidation,
exchange, stock or other dividend or distribution (other than regular
quarterly cash dividends) made, declared or effective with respect to
the Comerica Common Stock between the date of the Merger Agreement and
the Effective Time; and

(xvii) Comerica shall have received a fully executed
non-competition agreement from David L. Buell in substantially the form
attached to the Merger Agreement.

Conditions in favor of Metrobank. The obligation of Metrobank to effect
the Merger shall be subject to the fulfillment of the conditions specified in
the Merger Agreement, including, without limitation, the following:

(i) except as otherwise provided in any of the other
conditions in favor of Metrobank, (a) the representations and
warranties of Comerica and Holdings contained in the Merger Agreement
shall be true in all material respects as of the Effective Time as
though made at the Effective Time, except to the extent they expressly
refer to an earlier time and except where the failure to be true,
individually or in the aggregate, would not have or would not be
reasonably likely to have, a Material Adverse Effect on Comerica or
Holdings or upon the consummation of the transactions contemplated
hereby; (b) Comerica and Holdings shall have duly performed and
complied in all material respects with all agreements and covenants
required by the Merger Agreement to be performed or complied with by
them prior to or at the Effective Time,

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except where the failure to so perform and comply, individually or in
the aggregate, would not have or would not be reasonably likely to
have, a Material Adverse Effect on Comerica or Holdings or upon the
consummation of the transactions contemplated in the Merger Agreement;
(c) none of the events or conditions entitling Metrobank to terminate
the Merger Agreement shall have occurred and be continuing; and (d)
Comerica and Holdings shall have delivered to Metrobank a certificate
dated the date of the Effective Time and signed by a duly authorized
officer to the effect set forth in clauses (a), (b) and (c) of this
paragraph (i);

(ii) counsel for Metrobank shall have approved, in the
exercise of counsel's reasonable discretion, the validity of all
transactions contemplated by the Merger Agreement, as well as the form
and substance of all opinions, certificates, instruments of transfer
and other documents to be delivered to Metrobank under the Merger
Agreement or reasonably requested by such counsel;

(iii) prior to the mailing of this Proxy
Statement/Prospectus to the shareholders of Metrobank, Metrobank shall
have received an opinion of J.P. Morgan dated the date of this Proxy
Statement/Prospectus, to the effect that, as of such date, the
Metrobank Conversion Rate is fair to the Metrobank shareholders from a
financial point of view; and

(iv) there shall not have been any change in the
consolidated financial condition, aggregate net assets, shareholders'
equity, business, or operating results of Comerica and its subsidiaries
taken as a whole, from April 30, 1995 to the Effective Time that
results in a Material Adverse Effect as to Comerica and its
Subsidiaries.

TERMINATION

The Merger Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval by the shareholders of
Metrobank: (a) by mutual consent of the Boards of Directors of Metrobank,
Holdings and Comerica; (b) by any of Comerica, Metrobank or Holdings upon the
failure to satisfy any

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conditions to all parties' obligations to close specified in the Merger
Agreement if such failure is not caused by any action or inaction of the party
requesting termination of the Agreement; (c) by any of Metrobank, Holdings or
Comerica if the Effective Time shall not have occurred by the close of business
on March 10, 1996 provided such failure is not caused by a breach of the Merger
Agreement by the terminating party; (d) by Comerica if an Acquisition Event
shall have occurred; (e) by any of Metrobank, Holdings or Comerica if there
shall have been a material breach of any of the representations or warranties
set forth in the Merger Agreement on the part of the other party, which breach
in the reasonable opinion of the non-breaching party by its nature cannot be
cured prior to the Closing and which breach would, in the reasonable opinion of
the non-breaching party, individually or in the aggregate, have, or be
reasonably likely to have, a Material Adverse Effect on the breaching party or
upon the consummation of the transactions contemplated in the Merger Agreement;
(f) by Metrobank, Comerica or Holdings if the Merger Agreement, the Subsidiary
Merger Agreement and the Merger are not ratified and approved by Metrobank's
shareholders; (g) by Metrobank after the occurrence of a default by Comerica or
Holdings and the continuance of such failure for a period of 20 business days
after written notice of such default, which failure to perform, in the
reasonable opinion of Metrobank cannot be cured prior to Closing; (h) by
Comerica or Holdings after the occurrence of a default by Metrobank which
results in a Material Adverse Effect on Metrobank and the continuance of such
failure for a period of 20 business days after written notice of such default,
which failure to perform, in the reasonable opinion of Comerica and Holdings
cannot be cured prior to Closing; (i) by Comerica and Holdings if any
environmental site assessment provided for in the Merger Agreement discloses
any environmental condition which would be reasonably likely to have a Material
Adverse Effect on the property which is the subject thereof; (j) by Comerica if
the Metrobank Board of Directors does not publicly recommend in this Proxy
Statement/Prospectus that Metrobank's shareholders approve and adopt the Merger
Agreement, or if after recommending in this Proxy Statement/Prospectus that
shareholders ratify and confirm the Merger Agreement, the Metrobank Board of
Directors shall have withdrawn, modified or amended such recommendations in any
respect materially adverse to Comerica or the Board of Directors of Metrobank
does not call and hold a shareholders meeting; (k) by Metrobank upon the
failure of Comerica or Holdings to satisfy any conditions to Metrobank's
obligations to

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close specified in the Merger Agreement; (l) by Comerica and Holdings upon the
failure of Metrobank to satisfy any conditions to Comerica's obligation to
close specified in the Merger Agreement; (m) by Metrobank upon (i) the
occurrence of an event of force majeure that results or is reasonably expected
by Metrobank to result in an after-tax loss to Metrobank of more than
$5,000,000 on an after-tax basis (for purposes of the Merger Agreement, an event
of force majeure includes: earthquake, flood, riot, terrorism, war, tidal wave,
fire or explosion); or (ii) the recording of any expenditure, accrual or
reserve or other accounting entry of more than $5,000,000 on an after-tax
basis, required to account for a liability or loss attributable to National
Bank of Long Beach and Metrobank has rights of indemnity with respect thereto
under the Stock Purchase Agreement by and between Topdanmark Bank A/S, AKTIV
Bank Holding Company, National Bank of Long Beach and Metrobank dated as of
August 31, 1994; and (n) by Metrobank in the event Metrobank is required by a
governmental authority (including by reason of commitments made by Metrobank in
connection with its acquisition of National Bank of Long Beach) to effect
Regulatory Stock Sales, and Comerica does not provide such required capital to
Metrobank by purchasing Metrobank Common Stock within 30 days following
Comerica's receipt of written notification of the required Regulatory Stock
Sales from Metrobank.

LIQUIDATED DAMAGES; CANCELLATION FEE

The Merger Agreement provides that so long as Comerica has not
exercised its stock option pursuant to the Stock Option Agreement, Metrobank
shall be required to pay to Comerica the sum of $3,000,000 as reasonable and
full liquidated damages and reasonable compensation for losses sustained in the
event that (i) Comerica terminates the Merger Agreement because the Merger
Agreement, the Subsidiary Merger Agreement and the Merger are not ratified by
Metrobank's shareholders, (ii) Comerica terminates the Merger Agreement because
the Metrobank Board of Directors did not publicly recommend in this Proxy
Statement/Prospectus that Metrobank shareholders adopt and approve the Merger
Agreement or shall withdraw, modify or amend such recommendation in any respect
materially adverse to Comerica or if the board of directors does not call and
hold the Special Meeting, (iii) Comerica terminates the Merger Agreement because
there shall have been a material breach of any of the representations or
warranties set forth in the Merger Agreement on the part of Metrobank, (iv)
Comerica terminates the

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0Merger Agreement because there is a default by Metrobank under the Agreement
which results in a Material Adverse Effect on Metrobank and the continuance of
such default for a period of 20 Business Days after written notice thereof,
which default, in the reasonable opinion of Comerica and Holdings cannot be
cured prior to the Closing; and such default shall have been caused in whole or
in material part by any action or inaction within the control of Metrobank, any
Subsidiary of Metrobank or the directors of Metrobank or Metrobank's
Subsidiaries.

An Acquisition Event is defined generally to mean (a) that prior to the
termination of the Merger Agreement, Metrobank has authorized, recommended,
publicly proposed or publicly announced an intention to authorize, recommend or
propose, or entered into an agreement to effect the following: a merger,
consolidation or similar transaction involving Metrobank or any of its
subsidiaries; the disposition of substantially all of the assets of Metrobank;
or the issuance, sale or other disposition of securities representing 50%
voting control of Metrobank other than securities issued pursuant to the Stock
Option Agreement or under existing Stock Option Plans of Metrobank or other
securities to meet any applicable requirement of law, regulation or
Governmental Entity (including commitments made by Metrobank in connection with
its acquisition of National Bank of Long Beach) (such stock sales are referred
to as "Regulatory Stock Sales"); (b) prior to termination of the Merger
Agreement, the acquisition of the beneficial ownership or the right to acquire
beneficial ownership by any person or group of persons other than Comerica, a
subsidiary of Comerica or certain directors of Metrobank who are parties to
Director-Shareholder Agreements with Comerica, (as the term "beneficial
ownership" is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of
25% or more of the then outstanding Metrobank Common Stock except acquisitions
of shares in connection with Regulatory Stock Sales; or (c) upon the occurrence
of certain events specified in the Merger Agreement within 90 days after
termination of the Merger Agreement by Comerica, where such events were caused
in whole or in part by any action or inaction within the control of Metrobank,
any subsidiary of Metrobank or the directors of Metrobank or Metrobank's
subsidiaries.

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which is the result of the Acquisition Event occurs within 270 days of the date
of the occurrence of the subject Acquisition Event.

In addition, the Merger Agreement provides that, in the event of
termination by Metrobank of the Merger Agreement because (a) Holdings or
Comerica has breached any of their representations and warranties set forth in
the Merger Agreement and in the reasonable opinion of Metrobank such breach
cannot be cured prior to Closing and would have a Material Adverse Effect on
Holdings or Comerica, or (b) a default is committed by Comerica or Holdings
under the Merger Agreement and such default continues for a period of 20
business days after written notice of such default, and in the reasonable
opinion of Metrobank, cannot be cured prior to the Closing, and in each case
such breach or default was caused in whole or material part by any action or
inaction within the control of Comerica or its Subsidiaries, then Comerica shall
pay to Metrobank as reasonable and full liquidated damages and reasonable
compensation for the loss sustained thereby and not as a penalty or forfeiture,
the sum of $3,000,000.

EXPENSES

Whether or not the Merger is consummated, all costs and expenses
incurred in connection with the Merger Agreement and the transactions
contemplated thereby shall be paid by the party incurring the same, including
without limitation, all costs associated with any registration or filing
required for resales of Comerica Common Stock by affiliates of Metrobank;
provided, however, that Comerica will file on a timely basis the reports
required by Rule 144(c) of the Securities Act. In the event Metrobank's fees
and expenses incurred in connection with the Merger Agreement and the
transactions contemplated therein, including attorneys', accountants',
investment bankers' and any other fees, change of control payments, severance
and termination payments collectively exceed the sum of $1,400,000 in the
aggregate without the prior written consent of Comerica (such fees individually
shall not exceed the following amounts: (i) accounting and legal fees and
investment banking expenses: $330,000; (ii) change of control payments:
$525,000; (iii) investment banking fees: $250,000; (iv) severance and other
payments: $295,000), the excess shall be deducted from Metrobank Consolidated
Net Worth (as defined in the Merger Agreement). Metrobank shall use its best
efforts to ensure that its attorneys, accountants, investment

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bankers and other consultants engaged in connection with the transaction
contemplated by the Merger Agreement submit full and final bills on or before
the Closing and that all such expenses are paid or properly accrued prior to
the Closing.

SHAREHOLDER AGREEMENTS

As noted above in item (xvii) under the caption "Conditions to the
Merger -- Conditions in favor of Comerica and Holdings," the Merger is
conditioned upon delivery by each of the Metrobank director-shareholders of a
Shareholder Agreement, the form of which is prescribed by the Merger Agreement.
Except for Rudy B. Markmiller, Comerica has received Shareholder Agreements from
all of the Metrobank director-shareholders. Comerica has waived its right to
receive a Shareholder Agreement from Rudy B. Markmiller. The Shareholder
Agreement obligates each of the members of the Metrobank Board of Directors who
own shares of Metrobank Common Stock to vote those shares in favor of the
Merger at any shareholder meeting or in connection with any solicitation of
shareholder written consent occurring prior to March 10, 1996. Pursuant to the
Shareholder Agreement, each director-shareholder also agrees not to sell,
assign or otherwise dispose of, any of such director-shareholder Metrobank
Common Stock, or enter into any agreement to do any of the foregoing, until the
earlier of (i) adjournment of the special meeting of Metrobank shareholders
called to approve the Merger on the terms provided in the Merger Agreement,
(ii) termination of the Merger Agreement in accordance with its terms, or (iii)
March 10, 1996, except with (a) Comerica's prior written consent; (b) pursuant
to the Merger; or (c) involuntary transfers, including, without limitation, any
foreclosure of security interests granted by the shareholder or otherwise.
Notwithstanding the foregoing, nothing in the Shareholder Agreement shall
prohibit the shareholder from pledging, granting a security interest in, or
otherwise encumbering the shareholder's Metrobank Common Stock or engaging in
similar transactions, including, without limitation, the replacement, renewal
or modification of existing financing arrangements; provided, however, that at
least five business days prior to the consummation of any transaction involving
a lien or security interest in any of the shareholder's Metrobank Common Stock,
the shareholder shall give written notice thereof to Comerica. Finally, the
Shareholder Agreement obligates each director-shareholder not to directly or
indirectly solicit or initiate any inquiries, proposals or offers from any
person or entity other than Comerica or an affiliate of Comerica, or vote in
favor of, any proposal or transaction for disposition of, the business or
assets of Metrobank or any of its subsidiaries, the

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acquisition of the securities of Metrobank or any such subsidiary, except
acquisition of securities in connection with Regulatory Stock Sales, or any
business combination other than with Comerica or one of its affiliates.

RESALES BY AFFILIATES

Pursuant to the terms of the Merger Agreement, certain persons believed
by Metrobank to be "affiliates" (as defined in Rule 144 of the Securities Act
of 1933) of Metrobank have entered into an "Affiliate's Agreement." The
Affiliate's Agreement generally provides that affiliates of Metrobank may not
sell or otherwise dispose of (a) any shares of Metrobank Common Stock currently
owned by them or any shares of Comerica Common Stock received pursuant to the
Merger, for a period beginning not less than thirty days prior to the
consummation of the Merger and ending on the date that Comerica publishes
financial results covering a period of at least thirty days of combined
operations of Metrobank and Comerica following the consummation of the Merger
(except that such affiliates may exchange their shares of Metrobank Common
Stock for shares of Comerica Common Stock in the Merger and may make bona fide
gifts or distributions without consideration), or (b) any shares of Comerica
Common Stock received pursuant to the Merger or any securities that may be
distributed with respect thereto or issued in exchange or substitution therefor
(collectively, the "Restricted Securities"), or any option, right or other
interest with respect to any Restricted Securities, unless such sale or other
disposition is effected (i) pursuant to an exemption from the registration
requirements of the Securities Act, or (ii) pursuant to an effective
registration statement under the Securities Act (except that such affiliates
may make bona fide gifts and distributions without consideration).
Notwithstanding the foregoing, affiliates may make bona fide gifts of such
shares of Comerica Common Stock so long as the recipients thereof agree not to
sell or otherwise dispose of the Comerica Common Stock except as provided in
the Affiliate's Agreement. Because the Merger is currently expected to qualify
as a purchase for accounting and financial reporting purposes, affiliates may
be relieved from certain restrictions in the Affiliate's Agreement which relate
to treatment of the Merger as a pooling of interests for accounting purposes.

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AMENDMENT AND WAIVER

Subject to applicable law, (i) the Merger Agreement may be amended by
action taken or authorized by the respective boards of directors of Comerica,
Holdings and Metrobank, as the case may be, or the duly authorized committees
thereof, at any time before or after approval by the shareholders of Metrobank;
provided, however, that after any such approval by the shareholders, no
amendment shall be made which by law requires further approval by such
shareholders without such further approval; and (ii) any term or provision of
the Merger Agreement may be waived in writing at any time by the party which is
entitled to the benefits of the specific term or provision. Neither Comerica
nor Metrobank has determined under what circumstances it would waive any of the
terms and provisions of the Merger Agreement.

THE STOCK OPTION AGREEMENT

The following is a brief summary of certain provisions of the Stock
Option Agreement, dated as of May 2, 1995, between Metrobank and Comerica,
which is attached hereto as Annex E. The following summary is qualified in its
entirety by reference to the Stock Option Agreement.

Under the Stock Option Agreement, Metrobank has granted to Comerica an
irrevocable option (the "Option") to purchase up to 9.9% of all of the issued
and outstanding shares of Metrobank Common Stock outstanding on the date of
exercise (after giving effect to the shares issued pursuant to the Option) at an
exercise price equal to $15.75 per share.

The Option is exercisable in whole only and only upon the occurrence of
one of the following events (each a "Purchase Event"):

(a) prior to the termination of the Merger Agreement,
Metrobank shall have authorized, recommended, publicly proposed or
publicly announced an intention to authorize, recommend or propose, or
entered into an agreement with any person (other than Comerica or any
of its subsidiaries) to effect an Acquisition Transaction or failed to
publicly oppose a tender offer to purchase up to 15% or an exchange
offer to purchase up to 25% of the outstanding Metrobank Common Stock
or the filing by any person of a registration statement under

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the Securities Act with respect to a tender offer or exchange offer as
described above. The term Acquisition Transaction means (i) a merger,
consolidation or similar transaction involving Metrobank or any of its
subsidiaries (other than internal mergers, reorganizations,
consolidations or dissolutions involving only existing subsidiaries),
(ii) the disposition, by sale, lease, exchange or otherwise, of
substantially all of the assets of Metrobank, or (iii) the issuance,
sale or other disposition of (including by merger, consolidation, share
exchange or similar transaction) securities representing 50% of voting
control of Metrobank, other than securities issued pursuant to the
Stock Option Agreement or to meet any applicable requirement of law,
regulation or governmental agency (including commitments made by
Metrobank in connection with the acquisition of National Bank of Long
Beach); or

(b) prior to termination of the Merger Agreement, any
person (other than Comerica or its subsidiaries or a person who is a
party to a director-shareholder agreement with Comerica) shall have
acquired beneficial ownership (as defined under the Exchange Act) of or
the right to acquire beneficial ownership of, or any group (as defined
in the Exchange Act) shall have been formed which beneficially owns or
has the right to acquire beneficial ownership of 25% or more of the
then outstanding common stock of Metrobank, except acquisitions of
shares in connection with Regulatory Stock Sales.

The Option will terminate upon the earliest to occur of (i) the moment
in time which is immediately prior to the Effective Time, (ii) 5:00 p.m. on
March 9, 1996, (iii) payment by Metrobank to Comerica of liquidated damages
pursuant to the terms of the Merger Agreement, or (iv) termination of the
Merger Agreement. The closing of a purchase of shares pursuant to the Stock
Option Agreement is subject to the obtaining of all necessary governmental
approvals.

The purchase price for the shares subject to the Option will be
adjusted for any change in Metrobank's Common Stock by reason of a stock
dividend, stock split, split up, recapitalization, combination, exchange of
shares or similar transaction.

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As described above under "Stock Option Agreement", the Stock Option
Agreement may discourage competing offers for Metrobank and is intended to
increase the likelihood that the Merger is consummated in accordance with the
terms of the Merger Agreement.

LEGAL MATTERS

The legality of the Comerica Common Stock and associated rights to be
issued in connection with the Merger will be passed upon by Miller, Canfield,
Paddock and Stone, P.L.C., 150 West Jefferson, Suite 2500, Detroit, Michigan
48226.

EXPERTS

The consolidated financial statements of Comerica incorporated herein
by reference to the Comerica Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, have been audited by Ernst & Young, LLP, independent
accountants and have been so incorporated herein in reliance upon such reports,
given on the authority of such firm as an expert in auditing and accounting.

The consolidated financial statements of Metrobank incorporated in this
Proxy Statement/Prospectus by reference from the Metrobank Annual Report on
Form F-2 for the fiscal year ended December 31, 1994, have been audited by
Arthur Andersen, LLP, independent public accountants, as stated in their report
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of Arthur Andersen, LLP given upon their authority as
experts in accounting and auditing.

The Metrobank Board has appointed the firm of Arthur Andersen, LLP,
certified public accountants, as independent auditors for Metrobank for 1995.
Representatives of Arthur Andersen, LLP are expected to be present at the
Metrobank Special Meeting. These representatives will have an opportunity to
make statements if they so desire and will be available to respond to
appropriate questions.

SHAREHOLDER PROPOSALS

Metrobank will hold a 1996 Annual Shareholders Meeting only if the
Merger is not consummated prior to the time for such meeting

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designated by the Metrobank Board in accordance with the Bylaws of Metrobank.
Should such annual meeting occur, any Metrobank shareholder who wishes to
present a proposal for inclusion in the proxy statement for such annual meeting
must comply with the rules and regulations of the Commission then in effect. As
disclosed in the Metrobank Proxy Statement for its 1995 Annual Meeting of
Shareholders, any such proposal must have been received by Metrobank not later
than December 31, 1995.

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ANNEX A

FIRST AMENDMENT

AMENDED AND RESTATED

AGREEMENT
AND PLAN OF
REORGANIZATION
AND MERGER

BY AND AMONG

METROBANK

COMERICA HOLDINGS INCORPORATED

AND

COMERICA INCORPORATED
<PAGE> 135

FIRST AMENDMENT

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 2 THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.2 Effect of Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.3 Articles of Incorporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.4 Conversion of HOLDINGS Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.5 Conversion of METROBANK Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.6 Conversion of METROBANK Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.7 Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.8 Exchange Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF METROBANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.1 Organization; Corporate Power; Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.2 Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.4 Authorization of Agreement; No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.5 Capital Structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.6 METROBANK Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.7 Accuracy of Information Supplied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.8 Compliance with Applicable Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.9 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.10 Agreements with Banking Authorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.11 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.12 Title to Assets other than Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.13 Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.14 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.15 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.16 Loans and Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.17 [Intentionally Left Blank] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.18 Brokers and Finders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.19 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.20 Absence of Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.21 Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.22 Employees; Employee Benefit Plans; ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.23 Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.24 [Intentionally Left Blank] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.25 Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.26 Hazardous Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 3.27 Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.28 Disclosure in Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

</TABLE>
<PAGE> 136

FIRST AMENDMENT

<TABLE>
<S> <C> <C>
Section 3.29 Effective Date of Representations, Warranties, Covenants and Agreements. . . . . . . . . . . 29

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF COMERICA 29
Section 4.1 Organization; Corporate Power; Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.2 Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 4.3 Authorization of Agreement; No Conflicts. . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 4.4 Capital Structure of COMERICA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.5 [Intentionally Left Blank] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.6 COMERICA Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.7 Accuracy of Information Supplied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 4.8 Compliance With Applicable Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.9 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.10 Agreements with Banking Authorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.11 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.12 Brokers and Finders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.13 Absence of Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.14 Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 4.15 Effective Date of Representations, Warranties, Covenants and Agreements. . . . . . . . . . . 35
Section 4.16 Disclosure in Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE 5 ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.1 Access to Information, Due Diligence, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5.2 Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 5.3 Taking of Necessary Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 5.4 Registration Statement and Applications. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 5.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 5.6 Notification of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.7 Environmental Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 5.8 Schedules/Closing Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.9 Intentionally Left Blank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.10 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE 6 CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.1 Affirmative Conduct of METROBANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 6.2 Negative Covenants of METROBANK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 6.3 Conduct of COMERICA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE 7 CONDITIONS PRECEDENT TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 7.1 Conditions to the Parties' Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

</TABLE>
<PAGE> 137
FIRST AMENDMENT

<TABLE>
<S> <C> <C>
Section 7.2 Conditions to COMERICA's and HOLDINGS's Obligations. . . . . . . . . . . . . . . . . . . . . 51
Section 7.3 Conditions to METROBANK's Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE 8 TERMINATION, AMENDMENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 8.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 8.2 Effect of Termination; Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 8.3 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 8.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 8.5 Liquidated Damages; Cancellation Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE 9 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 9.1 Non-Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . 59
Section 9.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 9.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 9.4 Entire Agreement/No Third Party Rights/Assignment. . . . . . . . . . . . . . . . . . . . . . 60
Section 9.5 Non-disclosure of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 9.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

</TABLE>
<PAGE> 138

FIRST AMENDMENT

AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
(the "Amended Agreement") is entered into as of July 31, 1995 by and among
METROBANK, a California state chartered bank ("METROBANK"), COMERICA HOLDINGS
INCORPORATED, a California corporation and wholly owned subsidiary of Comerica
("HOLDINGS"), and COMERICA INCORPORATED, a Delaware corporation and bank
holding company ("COMERICA").

W I T N E S S E T H:

WHEREAS METROBANK and COMERICA entered into an Agreement and Plan of
Reorganization and Merger dated May 2, 1995 (the "May Agreement") providing
for, among other things, the merger of METROBANK and HOLDINGS; and

WHEREAS each of METROBANK, COMERICA and HOLDINGS desire to make certain
amendments to the May Agreement and to restate it in its entirety;

NOW, THEREFORE, in consideration of these premises and the
representations, warranties and agreements herein contained, METROBANK,
COMERICA and HOLDINGS hereby amend and restate the May Agreement in its
entirety as follows:

ARTICLE 1 DEFINITIONS

As used in this Amended Agreement, the following terms shall have the meanings
set forth below:

"Acquisition Event" shall mean any of the following:

(a) prior to the termination of this Amended Agreement, METROBANK shall
have authorized, recommended, publicly proposed or publicly announced an
intention to authorize, recommend or propose, or entered into an agreement with
any Person (other than COMERICA, any Subsidiary of COMERICA) to effect an
Acquisition Transaction or failed to publicly oppose a Tender Offer or an
Exchange Offer (as defined below). As used herein, the term Acquisition
Transaction shall mean (A) a merger, consolidation or similar transaction
involving METROBANK or any of its Subsidiaries (other than internal mergers,
reorganizations, consolidations or dissolutions involving only existing
Subsidiaries), (B) the disposition, by sale, lease, exchange or otherwise, of
substantially all of the assets of METROBANK; or (C) the issuance, sale or
other disposition of (including by way of merger, consolidation, share exchange
or any similar transaction) securities

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FIRST AMENDMENT

representing 50% voting control of METROBANK, other than securities issued
pursuant to the Stock Option Agreement or the Stock Option Plans or to meet any
applicable requirement of law, regulation or Governmental Entity (including
commitments made by METROBANK in connection with its acquisition of National
Bank of Long Beach) (such stock sales are referred to as "Regulatory Stock
Sales"); or

(b) prior to termination of this Amended Agreement, any Person (other than
COMERICA, or any Subsidiary of COMERICA or a person who is a party to a
Director-Shareholder Agreement) shall have acquired beneficial ownership (as
such term is defined in Rule 13d-3 promulgated under the Exchange Act) of or
the right to acquire beneficial ownership of, or any "group" (as such term is
defined under the Exchange Act) shall have been formed which beneficially owns
or has the right to acquire beneficial ownership of 25% or more of the then
outstanding shares of METROBANK Common Stock, except acquisitions of shares in
connection with Regulatory Stock Sales; or

(c) the occurrence of any of the events described in subsection (a) of
this paragraph within a period of 90 days following the termination of this
Amended Agreement by COMERICA pursuant to Sections 8.1.1, 8.1.3, 8.1.4, 8.1.5,
8.1.6, 8.1.8 or 8.1.11 or by COMERICA pursuant to Section 8.1.13 solely by
reason of the failure of the conditions set forth in Sections 7.2.1, 7.2.3,
7.2.5, 7.2.7, 7.2.8 or 7.2.16 to be satisfied where such failure shall have
been caused in whole or in part by any action or inaction within the control of
METROBANK, any Subsidiary of METROBANK, or the directors of any of METROBANK,
or METROBANK's Subsidiaries (it being understood that any action or inaction
outside of the control of METROBANK or METROBANK's Subsidiaries, such as, by
way of example only, the filing of a lawsuit against them or any voting
decision by shareholders of METROBANK (including shareholders who are also
directors of METROBANK who have not executed director-shareholder agreements),
shall not come within this subsection (c) of this paragraph).

"Acquisition Proposal" shall have the meaning given such term in Section
6.2.5.

"Affiliate" or "affiliate" shall mean, with respect to any other Person,
any Person that, directly or indirectly, controls or is controlled by or is
under common control with such Person.

"Agreement Date Comerica Shares" shall mean the number of shares of
COMERICA Common Stock determined by dividing $136,750,882 by the Agreement Date
COMERICA Share Price; provided, however, that such numerator shall be reduced
by $1 for each $1 that the METROBANK Consolidated Net Worth at the Effective
Time is less than the sum of $78,300,000 plus the Pre-Closing Income Amount
(such calculation shall disregard any charge to earnings made pursuant to
Section 5.11). There shall be no adjustment to the Agreement Date COMERICA
Shares or the Conversion Rate attributable to any of the following: (a) any
non-competition or other payment made to directors or officers of METROBANK
pursuant to the transactions contemplated

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<PAGE> 140

FIRST AMENDMENT

by this Amended Agreement, except as expressly contemplated by Section 5.5.2.;
(b) any expenditure, accrual or reserve respecting environmental matters as
contemplated by Section 5.7.4; or (c) any additional accruals as contemplated
by Section 5.11.1.

"Agreement Date COMERICA Share Price" shall mean $28.45 (being the lower
of the average of the closing prices for COMERICA Common Stock on the New York
Stock Exchange for either the five or ten trading days ending on the date of
execution of the May Agreement).

"Benefit Arrangement" shall have the meaning given such term in Section
3.22.4.

"BHCA" shall mean the Bank Holding Company Act of 1956, as amended.

"Business Day" shall mean any day, other than a Saturday, Sunday or legal
holiday on which California state banks are open for substantially all their
banking business in California.

"California Corporations Code" shall mean the General Corporation Law of
the State of California.

"California Financial Code" shall mean the Financial Code of the State of
California.

"Classified Credits" shall have the meaning given such term in Section
6.1.16.

"Closing" shall have the meaning given such term in Section 2.1.

"Closing Date" shall have the meaning given such term in Section 2.1.

"Closing Schedules" shall have the meaning given such term in Section 5.8.

"COMERICA" shall have the meaning set forth in the preamble to this
Amended Agreement.

"COMERICA Common Stock" shall mean the Common Stock, $5.00 par value per
share, of COMERICA.

"COMERICA Filings" shall have the meaning given such term in Section 4.6.

"COMERICA Financial Statements" shall mean the financial statements of
COMERICA that were filed on SEC Form 10-K for the year ended December 31, 1994
and the unaudited financial statements filed on SEC Form 10-Q for the quarter
ended March 31, 1995.

"COMERICA SEC Documents" shall have the meaning set forth in Section 4.6.2.

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FIRST AMENDMENT

"Conversion Rate" shall mean the result of a fraction (rounded to four
decimal places), the numerator of which is the Agreement Date COMERICA Shares,
as adjusted and determined at the Effective Time, and the denominator of which
is Fully Diluted METROBANK Common Stock at the Effective Time.

"Default" shall mean, as to any party to this Amended Agreement, a failure
by such party to perform, in any material respect, any of the agreements or
covenants provided by Articles 5 or 6.

"Determination Date" shall mean the fifth Business Day before the date on
which the Effective Time occurs.

"Disclosed Matters" shall have the meaning given such term in Section
5.7.1.

"Effective Time" shall have the meaning given such term in Section 2.1.

"Employee Plan" shall have the meaning given such term in Section 3.22.3.

"Environmental Laws" shall mean and include any and all laws, statutes,
ordinances, rules, regulations, orders, or determinations of any Governmental
Entity pertaining to health or to the environment, including, without
limitation, the Clean Air Act, as amended, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the
Federal Water Pollution Control Act Amendments, the Occupational Safety and
Health Act of 1970, as amended, the Resource Conservation and Recovery Act of
1976, as amended ("RCRA"), the Hazardous Materials Transportation Act of 1975,
as amended, the Safe Drinking Water Act, as amended, and the Toxic Substances
Control Act, as amended.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Exchange Agent" shall mean Norwest Bank, Minnesota, National Association,
or such other Person as COMERICA shall have appointed to perform the duties set
forth in Section 2.8.

"Exchange Offer" shall mean the commencement (as such term is defined in
Rule 14d-2 under the Exchange Act) of an exchange offer or the filing by any
Person of a registration statement under the Securities Act with respect to an
exchange offer to purchase any shares of METROBANK Common Stock such that, upon
consummation of such offer, such Person would own or control 25% or more of the
then outstanding shares of METROBANK Common Stock.

"FDIC" shall mean the Federal Deposit Insurance Corporation.

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<PAGE> 142

FIRST AMENDMENT

"Federal Reserve Board" shall mean the Board of Governors of the Federal
Reserve System.

"Fully Diluted METROBANK Common Stock" shall mean the sum of the total
number of shares of METROBANK Common Stock outstanding on the Closing Date
assuming the exercise of all of the METROBANK Stock Options and any other
options or other rights in or for METROBANK Common Stock then outstanding other
than the options contemplated by the Stock Option Agreement and including any
number of shares which have been redeemed or are entitled to appraisal rights
pursuant to Section 2.6.

"Generally Accepted Accounting Principles" shall mean generally accepted
accounting principles.

"Governmental Entity" shall mean any court, federal, state, local or
foreign government or any administrative agency or commission or other
governmental authority or instrumentality whatsoever.

"Hazardous Substances" shall have the meaning given such term in Section
3.26.5.

"Intellectual Property" shall have the meaning given such term in Section
3.25.

"HOLDINGS" shall have the meaning set forth in the preamble to this
Amended Agreement.

"IRC" shall mean the Internal Revenue Code of 1986, as amended.

"Knowledge" shall mean, with respect to any representation or warranty
contained in this Amended Agreement: (1) as to COMERICA or HOLDINGS, the actual
knowledge, after reasonable inquiry, of any executive officer or director of
either COMERICA or HOLDINGS; and (2) as to METROBANK, the actual knowledge,
after reasonable inquiry, of any: (i) director; (ii) executive officer; or
(iii) senior vice president, corporate; of METROBANK or any of its
Subsidiaries.

"Last Regulatory Approval" shall mean the final Requisite Regulatory
Approval required from any Governmental Entity under applicable federal laws of
the United States and laws of any state having jurisdiction over the Merger for
the Merger to be consummated.

"Material Adverse Effect" shall mean a material adverse effect: (i) on the
business, assets, results of operations, or financial condition of a Person and
its subsidiaries, if any, taken as a whole (unless specifically indicated
otherwise); or (ii) on the ability of a Person to perform its obligations under
this Amended Agreement or to consummate the transactions contemplated by this
Amended Agreement.

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<PAGE> 143

FIRST AMENDMENT

"Maximum Amount" shall have the meaning set forth in Section 5.10.

"Merger" shall have the meaning set forth in Section 2.1.

"METROBANK" shall have the meaning set forth in the preamble of this
Amended Agreement.

"METROBANK Certificates" shall have the meaning given such term in Section
2.8.1.

"METROBANK Common Stock" shall mean the common stock, no par value, of
METROBANK and any Common Stock of METROBANK created pursuant to any
recapitalization, reorganization, or similar event or any subdivision or
combination of shares of common stock or similar event.

"METROBANK Consolidated Net Worth" shall mean the difference between:

(A) total shareholders' equity of METROBANK as of the last day of
the month immediately prior to the month in which the Effective
Time occurs, but not earlier than December 31, 1995, unless
otherwise agreed by the parties (which shall include an add back of
all fees and costs of METROBANK previously paid and charged to
earnings as contemplated by Section 5.5.2 attributable to the
consummation of the transaction contemplated by this Amended
Agreement up to the amount of $1,400,000 on a tax effected basis),
determined in accordance with Generally Accepted Accounting
Principles applied consistently with prior periods (but not
including (i) any equity raised by METROBANK subsequent to the date
of the May Agreement from the capital or private markets or
otherwise; or (ii) any amount attributable to the actual exercise
of the METROBANK Stock Options between the date of May Agreement
and the Closing Date);

and

(B) amounts attributable to the period from the date of the May
Agreement to the Determination Date or such earlier date as is
practicable for accounting purposes and arising from: (1) gains or
losses in excess of $250,000 on securities transactions, including
mark to market gains and losses; (2) gains and income in excess of
$1,000,000 on a pre-tax basis attributable to real estate
development activities, including sales of OREO; (3) gains from the
sale or other disposition of assets not in the ordinary course of
business; (4) gains attributable to non-recurring extraordinary
items, and changes related to new accounting principles and changes
in application of existing accounting principles; and (5) any
amount of goodwill and core deposit

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<PAGE> 144

FIRST AMENDMENT

intangibles in excess of $2,500,000. The parties understand and
agree that those items specified in (B)(1) and (3) of this
paragraph shall be calculated net of any related Tax benefit
determined at the applicable Tax rate.

"METROBANK ESOP" shall mean the METROBANK Stock Bonus Plan and Trust as
described in METROBANK's 1995 proxy materials.

"METROBANK FDIC Documents" shall have the meaning given such term in
Section 3.6.2.

"METROBANK Filings" shall have the meaning given such term in Section
3.6.1.

"METROBANK Financial Statements" shall have the meaning given such term in
Section 3.7.3.

"METROBANK Preferred Stock" shall mean the Preferred Stock, no par value,
of METROBANK and any Preferred Stock of METROBANK created pursuant to any
recapitalization, reorganization, or similar event or any subdivision or
combination of shares of preferred stock or similar event.

"METROBANK Stock Options" shall mean any options granted on or prior to
the Effective Time pursuant to the METROBANK Stock Option Plans.

"METROBANK Stock Option Plans" shall mean METROBANK's written Stock Option
Plans as described in the METROBANK FDIC Documents.

"New Certificates" shall have the meaning given such term in Section 2.8.1.

"Non-Performing Assets" shall mean the sum of the book value of
METROBANK's (i) loans 90 days past due as to either principal or interest, (ii)
loans on which interest is recognized only upon receipt, (iii) loans on which
interest has been renegotiated to lower than prime rate floating or prime rate
fixed at the date of loan approval (compensatory balances adjusted) due to the
adverse financial condition of the borrower, (iv) other real estate owned
(OREO), and (v) troubled debt restructures as determined solely by METROBANK's
external auditors pursuant to FASB 15 unless waived by COMERICA, subject to the
following:

(a) Non-performing assets that are counted in two or more of the
classes listed in subsections (i), (ii), (iii), (iv) and (v) will be adjusted
and counted in only one class of the five.

(b) METROBANK's non-accruals cannot be restructured and placed
into subsections (iii) and (v).

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<PAGE> 145

FIRST AMENDMENT

(c) Non-performing loans as described in subsections (iii) and (v)
in an amount not to exceed $8,000,000 will be excluded as non-performing
assets.

(d) Metrocorp's Monte Verde project shall be excluded.

"Person" or "person" shall mean an individual, corporation, partnership,
limited liability company, joint venture, trust or unincorporated organization,
Governmental Entity or any other legal entity whatsoever.

"Pre-Closing Income Amount" shall mean $1,000,000 for January, 1996 and
$700,000 for February, 1996, to the extent the whole month shall have been
complete on or prior to the Effective Time.

"Property" shall have the meaning given such term in Section 3.26.1.

"Proxy Statement" shall have the meaning given such term in Section 3.4.2.

"Registration Statement" shall have the meaning given such term in Section
3.7.2.

"Regulatory Authority" shall mean any Governmental Entity, the approval of
which is legally required for consummation of the Merger.

"Regulatory Stock Sales" shall have the meaning given such term in the
definition of Acquisition Event.

"Requisite Regulatory Approvals" shall have the meaning set forth in
Section 7.1.2.

"Returns" shall mean all returns, declarations, reports, statements, and
other documents required to be filed with respect to federal, state, local and
foreign Taxes, and the term "Return" means any one of the foregoing Returns.

"SEC" shall mean the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Site Assessment" shall have the meaning given such term in Section 5.7.1.

"Stock Option Agreement" shall mean the agreement between METROBANK and
COMERICA dated the date of this Amended Agreement.

8
<PAGE> 146

FIRST AMENDMENT

"Subsidiary" shall mean, with respect to any corporation (the "parent"),
any other corporation, association or other business entity of which more than
50% of the shares of the Voting Stock are owned or controlled, directly or
indirectly, by the parent or by one or more Subsidiaries of the parent, or by
the parent and one or more of its Subsidiaries.

"Subsidiary Merger Agreement" shall have the meaning given such term in
Section 2.1.

"Superior Proposal" shall have the meaning given such term in Section
6.2.5.

"Surviving Corporation" shall have the meaning given such term in Section
2.1.

"Surviving Corporation Stock" shall have the meaning given such term in
Section 2.4.

"Taxes" shall mean all federal, state, local and foreign net income, gross
income, gross receipts, sales, use, ad valorem, transfer, franchise, profits,
license, lease, service, service use, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, windfall profits, customs,
duties, or other taxes, together with any interest and any penalties, additions
to tax, or additional amounts with respect thereto, and the term "Tax" means
any one of the foregoing Taxes.

"Tender Offer" shall mean the commencement (as such term is defined in
Rule 14d-2 under the Exchange Act) of a tender offer or the filing by any
person of a registration statement under the Securities Act with respect to, a
tender offer to purchase any shares of METROBANK Common Stock such that, upon
consummation of such offer, such person would own or control 15% or more of the
then outstanding shares of METROBANK Common Stock.

"Understanding" shall have the meaning set forth in Section 6.1.5.

"Voting Stock" shall mean the stock or other interest entitling the
holders thereof to vote in the election of the directors, trustees or Persons
performing similar functions of the Person in question, except that it shall
not include any stock or other interest so entitling the holders thereof to
vote only upon the happening of a contingency, whether or not such contingency
has occurred.

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<PAGE> 147

FIRST AMENDMENT

ARTICLE 2 THE MERGER

2.1 The Merger. Subject to the terms and conditions of this
Amended Agreement, as promptly as practicable following the receipt of the Last
Regulatory Approval and the expiration of all applicable waiting periods, but
in no event prior to January 1, 1996, unless otherwise agreed by the parties,
HOLDINGS shall be merged into METROBANK (with METROBANK being the Surviving
Corporation of the merger) in accordance with the applicable provisions of the
California Financial Code and the California Corporations Code (the "Merger")
pursuant to the Agreement of Merger attached to the May Agreement as Exhibit
2.1 (the "Subsidiary Merger Agreement"). The closing of the Merger (the
"Closing") shall take place at a location, time and Business Day (but not later
than March 10, 1996), to be designated by COMERICA and reasonably concurred in
by METROBANK (the "Closing Date"). The Merger shall be effective when the
Subsidiary Merger Agreement (together with any other documents required by law
to effectuate the Merger) shall have been approved by the Superintendent of
Banks and filed with the Secretary of State of the State of California. When
used in this Amended Agreement, the term "Effective Time" shall mean the time
of filing of the Subsidiary Merger Agreement with the Secretary of State, and
"Surviving Corporation" shall mean METROBANK.

Section 2.2 Effect of Merger. By virtue of the Merger and at the
Effective Time, all of the rights, privileges, powers and franchises and all
property and assets of every kind and description of METROBANK and HOLDINGS
shall be vested in and be held and enjoyed by the Surviving Corporation,
without further act or deed, and all the estates and interests of every kind of
METROBANK and HOLDINGS, including all debts due to either of them, shall be as
effectively the property of the Surviving Corporation as they were of METROBANK
and HOLDINGS immediately prior to the Effective Time, and the title to any real
estate vested by deed or otherwise in either METROBANK or HOLDINGS shall not
revert or be in any way impaired by reason of the Merger; and all rights of
creditors and liens upon any property of METROBANK and HOLDINGS shall be
preserved unimpaired and all debts, liabilities and duties of METROBANK and
HOLDINGS shall be debts, liabilities and duties of the Surviving Corporation
and may be enforced against it to the same extent as if such debts, liabilities
and duties had been incurred or contracted by it, and none of such debts,
liabilities or duties shall be expanded, increased, broadened or enlarged by
reason of the Merger.

Section 2.3 Articles of Incorporation. The articles of incorporation
of HOLDINGS in effect immediately prior to the Effective Time shall be the
certificate of incorporation of the Surviving Corporation until amended in
accordance with the provisions thereof and the name of the Surviving
Corporation shall be "Metrobank."

Section 2.4 Conversion of HOLDINGS Stock. The authorized and issued
capital stock of HOLDINGS, all of which shall be owned by COMERICA, immediately
prior to the Effective Time,

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<PAGE> 148

FIRST AMENDMENT

on and after the Effective Time, pursuant to the Subsidiary Merger Agreement
and without any further action on the part of COMERICA or HOLDINGS shall be
converted into one share of common stock of the Surviving Corporation (the
"Surviving Corporation Stock"). Each outstanding stock certificate which prior
to the Effective Time represented shares of capital stock of HOLDINGS
automatically and for all purposes shall be deemed to represent the number of
shares of Surviving Corporation Stock into which the shares of capital stock of
HOLDINGS represented by such certificate have been converted as provided in
this Section 2.4.

Section 2.5 Conversion of METROBANK Stock Options. At the Effective
Time, all outstanding rights with respect to METROBANK Common Stock pursuant to
stock options under the METROBANK Stock Option Plans shall be converted into
and become equivalent rights with respect to COMERICA Common Stock at the
applicable Conversion Rate, and COMERICA shall assume each METROBANK Stock
Option in accordance with the terms of the METROBANK Stock Option Plans and
the stock option agreement by which it is evidenced.

Section 2.6 Conversion of METROBANK Common Stock.

2.6.1 Except as provided in Section 2.7, each share of Fully
Diluted METROBANK Common Stock shall be converted at the Effective Time into
and become the right to receive that number of shares of duly authorized,
validly issued, fully paid and nonassessable shares of COMERICA Common Stock
equal to the Conversion Rate, as determined at the Effective Time, subject to
adjustment, if any, as provided in any other section of this Amended Agreement;
provided, however, that the shares held by any shareholder who requests
appraisal rights (within the meaning of the California Corporations Code) for
which proper notice is given in accordance with the California Corporations
Code for appraisal rights, shall not be so converted and in lieu of such
conversion shall be treated in accordance with the provisions of the California
Corporations Code regarding appraisal rights.

2.6.2 The Conversion Rate shall be further appropriately
adjusted to reflect any recapitalization, reorganization, reclassification,
split-up, merger, consolidation, exchange, stock or other dividend or
distribution (other than regular quarterly cash dividends), made, declared or
effective with respect to the COMERICA Common Stock between the date of this
Amended Agreement and the Effective Time.

Section 2.7 Fractional Shares. No fractional shares of COMERICA
Common Stock shall be issued in the Merger. In lieu thereof, each holder of
METROBANK Common Stock who would otherwise be entitled to receive a fractional
share shall receive an amount in cash equal to the product (rounded to the
nearest hundredth) obtained by multiplying (a) the Agreement Date COMERICA
Share Price by (b) the fraction of the share of COMERICA Common Stock to which

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FIRST AMENDMENT

such holder would otherwise be entitled. No such holder shall be entitled to
dividends or other rights in respect of any such fraction.

Section 2.8 Exchange Procedures. On or as soon as practicable after
the Effective Time, COMERICA will deliver to the Exchange Agent certificates
representing a sufficient number of shares of COMERICA Common Stock issuable in
the Merger and funds representing a sufficient amount of cash payable for
fractional shares in the Merger pursuant to Section 2.7 of this Amended
Agreement.

2.8.1 Upon surrender for cancellation to the Exchange Agent of
one or more certificates for shares of METROBANK Common Stock ("METROBANK
Certificates"), accompanied by a duly executed letter of transmittal in proper
form, the Exchange Agent shall, as promptly as practicable thereafter, deliver
to each holder of such surrendered METROBANK Certificates, certificates
representing the appropriate number of shares of COMERICA Common Stock ("New
Certificates") and/or checks for payment of cash in lieu of fractional shares,
in respect of the METROBANK Certificates. In no event shall the holders of
METROBANK Certificates entitled to receive cash in lieu of fractional shares be
entitled to receive interest on such amounts.

2.8.2 Until the METROBANK Certificates have been surrendered
and exchanged as herein provided, each outstanding METROBANK Certificate shall
represent, on and after the Effective Time, the right to receive the number of
shares of COMERICA Common Stock into which the number of shares of METROBANK
Common Stock shown thereon have been converted as provided by Section 2.6. No
dividends or other distributions that are declared on COMERICA Common Stock
shall be paid to holders thereof otherwise entitled to receive the same until
the METROBANK Certificates have been surrendered in exchange for New
Certificates in the manner herein provided, but upon such surrender, such
dividends or other distributions, from and after the Effective Time, will be
paid to such holders in accordance with the terms of such COMERICA Common
Stock. In no event shall the holders entitled to receive such dividends or
other distributions be entitled to receive interest on such dividends or other
distributions.

2.8.3 No transfer taxes shall be payable by any shareholder in
respect of the issuance of New Certificates, except that if any New Certificate
is to be issued in a name other than that in which the METROBANK Certificates
surrendered shall have been registered, it shall be a condition of such
issuance that the holder requesting such issuance shall properly endorse the
certificate or certificates and shall pay to COMERICA or the Exchange Agent any
transfer taxes payable by reason thereof, or of any prior transfer of such
surrendered certificate, or establish to the satisfaction of COMERICA or the
Exchange Agent that such taxes have been paid or are not payable.

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2.8.4 Any COMERICA Common Stock or cash delivered to the
Exchange Agent (together with any interest or profits earned thereon) and not
distributed pursuant to this Section 2.8 at the end of nine months from the
Effective Time, shall be returned to COMERICA, in which event the Persons
entitled thereto shall look only to COMERICA for payment thereof.

2.8.5 Notwithstanding anything to the contrary set forth in
Sections 2.8.2 and 2.8.3 hereof, if any holder of METROBANK Common Stock shall
be unable to surrender such holder's METROBANK Certificates because such
certificates have been lost or destroyed, such holder may deliver in lieu
thereof an affidavit and indemnity bond in form and substance and with surety
satisfactory to Exchange Agent and COMERICA.

2.8.6 The Exchange Agent shall not be entitled to vote or
exercise any rights of ownership with respect to the shares of COMERICA Common
Stock held by it from time to time hereunder, except that it shall receive and
hold all dividends or other distributions paid or distributed with respect to
such shares of COMERICA Common Stock for the account of the Persons entitled
thereto.

2.8.7 After the Effective Time, there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of the shares of METROBANK Common Stock which were outstanding
immediately prior to the Effective Time. If, after the Effective Time,
certificates representing such shares are presented to the Surviving
Corporation, they shall be canceled and exchanged for COMERICA Common Stock as
provided in this Article 2.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF METROBANK.

METROBANK represents and warrants to COMERICA as follows (for purposes of
this Amended Agreement, all representations, warranties and schedules shall be
deemed to have been given as of the date of the May Agreement except where
another date is specified):

Section 3.1 Organization; Corporate Power; Etc. METROBANK is a bank
duly organized, validly existing and in good standing under the laws of the
State of California. METROBANK has all requisite corporate power and authority
to own, lease and operate its properties and assets and to carry on its
business substantially as it was being conducted on the date of the
MayAgreement, except where the failure to have such power or authority would
not have a Material Adverse Effect on METROBANK. METROBANK is authorized by
the California Superintendent of Banking to conduct a general banking business.
METROBANK is not a member of the Federal Reserve System. METROBANK'S deposits
are insured by the FDIC in the manner and to the full extent provided by law.
METROBANK maintains and operates branch offices only in the State of
California. Neither the scope of the business of METROBANK or any Subsidiary

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of METROBANK nor the location of any of their respective properties requires
that METROBANK or any of its Subsidiaries be licensed or qualified to conduct
business in any jurisdiction other than the State of California.

Section 3.2 Licenses and Permits. Except as disclosed on Schedule
3.2, METROBANK and its Subsidiaries have all material licenses, certificates,
franchises, rights and permits that are necessary for the conduct of their
respective businesses, and such licenses are in full force and effect, except
for any failure to be in full force and effect that would not, individually or
in the aggregate, have a Material Adverse Effect on METROBANK. The properties,
assets, operations and businesses of METROBANK and its Subsidiaries are and
have been maintained and conducted, in all material respects, in compliance
with all applicable licenses, certificates, franchises, rights and permits.

Section 3.3 Subsidiaries. Other than as set forth on Schedule 3.3,
the only corporation, partnership, joint venture or other entity in which
METROBANK owns, directly or indirectly (except as pledgee pursuant to loans or
stock or other interest held as the result of or in lieu of foreclosure
pursuant to pledge or other security arrangement), any equity position or other
voting interest is Metrocorp, Inc. Except as disclosed on Schedule 3.3,
Metrocorp, Inc. has all requisite corporate power and authority to own, lease
and operate its properties and assets and to carry on its business as presently
conducted without limitation as to time.

Section 3.4 Authorization of Agreement; No Conflicts.

3.4.1 The execution and delivery of this Amended Agreement and
the Subsidiary Merger Agreement by METROBANK and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of METROBANK, subject only to the
approval of this Amended Agreement, the Subsidiary Merger Agreement and the
Merger by METROBANK's shareholders. This Amended Agreement has been duly
executed and delivered by METROBANK and constitutes a valid and binding
obligation of METROBANK enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting the rights of California state banks and in any
case, by general equitable principles, and the Subsidiary Merger Agreement,
upon due execution and filing thereof by METROBANK in accordance with the
applicable provisions of the California Financial Code and the California
Corporations Code, will constitute a valid and binding obligation of METROBANK,
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of California banks generally and by general equitable
principles.

3.4.2 Except as disclosed on Schedule 3.4, the execution and
delivery of this Amended Agreement and the Subsidiary Merger Agreement and the
consummation of the

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transactions contemplated hereby and thereby do not and will not conflict with,
or result in any violation of or default or loss of a material benefit under,
any provision of the Articles of Incorporation or bylaws of METROBANK or,
except for the necessity of obtaining Requisite Regulatory Approvals and
approval of the shareholders of METROBANK, any material mortgage, indenture,
lease, agreement or other material instrument or any permit, concession, grant,
franchise, license, judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to METROBANK or its properties, other than any such
conflict, violation, default or loss which will not have a Material Adverse
Effect on METROBANK or which will be cured or waived prior to the Effective
Time. No material consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is required
in connection with the execution and delivery of this Amended Agreement, the
Subsidiary Merger Agreement by METROBANK and/or the consummation by it of the
transactions contemplated hereby or thereby, except for (a) filings required in
order to obtain the Requisite Regulatory Approvals, (b) the filing of a proxy
statement in definitive form relating to the meeting of shareholders of
METROBANK to be held in connection with this Amended Agreement and the
transactions contemplated hereby (the "Proxy Statement"); (c) the filing of the
Subsidiary Merger Agreement with the Superintendent of Banks of the State of
California and the Secretary of State of California; and (d) Tax filings.

Section 3.5 Capital Structure.

3.5.1 The authorized capital stock of METROBANK consists
solely of 25,000,000 shares of Common Stock, no par value per share and
15,000,000 shares of Preferred Stock, no par value per share. At the close of
business on the Business Day next preceding the date of the May Agreement,
5,377,124 shares of Common Stock were outstanding, no shares were held by
METROBANK in its treasury and no shares of Common Stock were reserved for
issuance for other purposes except that 880,000 shares of Common Stock were
reserved for issuance pursuant to the METROBANK Stock Option Plans of which
715,693 shares subject to METROBANK Stock Options were outstanding. There were
no shares of METROBANK Preferred Stock issued and outstanding. All outstanding
shares of METROBANK capital stock are validly issued, fully paid and
nonassessable (except for assessments made pursuant to Section 662 of the
California Financial Code) and do not possess any preemptive rights. There
are not on the date of this Amended Agreement any options, (other than the
METROBANK Stock Options described on Schedule 3.27 to the May Agreement and the
Stock Option Agreement), warrants, calls, rights, commitments, securities or
agreements of any character to which METROBANK is a party or by which it is
bound obligating METROBANK to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock of METROBANK or
obligating METROBANK to grant, extend or enter into any such option, warrant,
call, right, commitment or agreement.

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FIRST AMENDMENT

3.5.2 METROBANK is the direct owner, beneficially and of
record, of all of the issued and outstanding capital stock of Metrocorp, Inc.,
its only direct Subsidiary, free and clear of all liens, pledges, charges and
other encumbrances of any nature whatsoever.

Section 3.6 METROBANK Filings.

3.6.1 Since January 1, 1993, METROBANK and its Subsidiaries
have filed all reports, registrations and statements, together with any
amendments required to be made with respect thereto, copies of which have been
made available to COMERICA except to the extent prohibited by law, that were
required to be filed with (a) the Federal Reserve Board or any Federal Reserve
Bank; (b) the California Superintendent of Banks; (c) the Federal Deposit
Insurance Corporation; and (d) any other federal, state or local governmental
or regulatory authority. All such reports, registrations and filings are
collectively referred to as the "METROBANK Filings". As of their respective
filing dates, each of the past METROBANK Filings (a) was true and complete in
all material respects (or was amended so as to be so promptly following
discovery of any discrepancy); and (b) complied in all material respects with
all of the statutes, rules and regulations enforced or promulgated by the
governmental or regulatory authority with which it was filed (or was amended so
as to be so promptly following discovery of any such noncompliance) and none
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The METROBANK Financial Statements, in the case of audited
financial statements, have been prepared in accordance with Generally Accepted
Accounting Principles or applicable banking regulations applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto or, in the case of the unaudited statements, as permitted by Form F-4
of the FDIC) and fairly present (subject, in the case of the unaudited
statements, to recurring adjustments normal in nature and amount) the
consolidated financial position of METROBANK as of the dates thereof and the
consolidated results of its operations, cash flows and changes in shareholders'
equity for the periods then ended.

3.6.2 METROBANK has filed each report, schedule, registration
statement and definitive proxy statement and amendments to each of the
foregoing since January 1, 1993 that METROBANK was required to file with the
FDIC since such date (the "METROBANK FDIC Documents"), all of which have been
made available to COMERICA. As of their respective dates, the METROBANK FDIC
Documents complied in all material respects with the applicable requirements of
the Securities Act and the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such METROBANK FDIC Documents,
and none of the METROBANK FDIC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of
METROBANK included in the METROBANK FDIC Documents comply in all material
respects

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with applicable accounting requirements and with the published rules and
regulations of the SEC and FDIC (as applicable) with respect thereto, and, in
the case of audited financial statements, have been prepared in accordance with
Generally Accepted Accounting Principles or applicable banking regulations
applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto or, in the case of the unaudited statements, as
permitted by Form F-4 of the FDIC) and fairly present (subject, in the case of
the unaudited statements, to recurring adjustments normal in nature and amount)
the consolidated financial position of METROBANK as of the dates thereof and
the consolidated results of its operations, cash flows and changes in
shareholders' equity for the periods then ended.

Section 3.7 Accuracy of Information Supplied.

3.7.1 No representation or warranty of METROBANK contained in
this Amended Agreement or any statement, schedule, exhibit or certificate given
or to be given by or on behalf of METROBANK or its Subsidiaries to COMERICA in
connection herewith and none of the information supplied or to be supplied by
METROBANK or its Subsidiaries to COMERICA under this Amended Agreement contains
or will contain any untrue statement of material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading.

3.7.2 None of the information supplied or to be supplied by
METROBANK for inclusion or incorporation by reference in, or relating to
METROBANK and included or incorporated by reference in, (i) the Registration
Statement on Form S-4 to be filed with the SEC by COMERICA in connection with
the issuance of shares of COMERICA Common Stock in the Merger (including the
Proxy Statement and prospectus constituting a part thereof, the "Registration
Statement") will, at the time the Registration Statement becomes effective
under the Securities Act, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading; (ii) the Proxy Statement and any amendment or
supplement thereto will, at all times from the date of mailing to shareholders
of METROBANK through the date of the meeting of shareholders of METROBANK to be
held in connection with the Merger, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and (iii) the statements, correspondence,
applications and forms to be filed with securities or "blue sky" authorities,
self regulatory authorities, the NYSE and AMEX or any Governmental Entity in
connection with the Merger, the issuance of any shares of COMERICA Common Stock
in connection with the Merger, or any Requisite Regulatory Approvals will, at
the time filed or at the time they become effective, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Proxy

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FIRST AMENDMENT

Statement (except for such portions thereof that relate only to COMERICA and
its Subsidiaries) will comply in all material respects with the provisions of
the Exchange Act and the rules and regulations thereunder.

3.7.3 METROBANK has or will deliver to COMERICA copies of: (a)
the audited balance sheets of METROBANK and its consolidated Subsidiaries as of
December 31, 1994 and 1993 and the related statements of income, changes in
shareholders' equity and cash flows for the years then ended and the related
notes to such financial statements, all as audited by Arthur Andersen, L.L.P.,
independent auditors (the "METROBANK Financial Statements"), and METROBANK will
hereafter until the Closing Date deliver to COMERICA copies of additional
financial statements of METROBANK as provided in Sections 5.1.1(iii) and
6.1.11(iii). The METROBANK Financial Statements, in the case of audited
financial statements, have been prepared (and all of said additional financial
statements will be prepared) in accordance with Generally Accepted Accounting
Principles or applicable banking regulations applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto
or, in the case of the unaudited statements, as permitted by Form F-4 of the
FDIC) consistently followed throughout the periods covered by such statements,
and present (and will when prepared present) fairly the financial position of
METROBANK and its consolidated Subsidiaries as of the respective dates
indicated and the results of their operations, cash flows and changes in
shareholders' equity at the respective dates and for the respective periods
covered by such financial statements.

Section 3.8 Compliance with Applicable Laws. Except as disclosed in
the METROBANK FDIC Documents filed prior to the date of the May Agreement the
business of METROBANK and its Subsidiaries is not being conducted in violation
of any law, ordinance or regulation, including, without limitation, Regulation
Q, except for violations which individually or in the aggregate would not have
a Material Adverse Effect on METROBANK. Except as set forth in Schedule 3.8,
no investigation or review by any Governmental Entity with respect to METROBANK
is pending or, to the knowledge of METROBANK threatened, nor has any
Governmental Entity indicated to METROBANK an intention to conduct the same.

Section 3.9 Litigation. Except as set forth in Schedule 3.9, there
is no suit, action or proceeding pending or, to the knowledge of METROBANK,
threatened against METROBANK or any Subsidiary which, if adversely determined,
would have a Material Adverse Effect on METROBANK and its Subsidiaries; nor is
there any judgment, decree, consent order, injunction or order of any
Governmental Entity or arbitrator outstanding against METROBANK or any
Subsidiary having, or which, insofar as reasonably can be foreseen, in the
future would have, any such Material Adverse Effect. Schedule 3.9 contains a
true, correct and complete list, including identification of the applicable
insurance policy covering such litigation, if any, subject to reservation of
rights, if any, the applicable deductible and the amount of any reserve
therefor, of all pending litigation in which METROBANK or any Subsidiary is a
named party, and except as disclosed on Schedule 3.9,

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FIRST AMENDMENT

all of which is adequately covered by insurance in force, except for applicable
deductibles, or have been adequately reserved for in accordance with
METROBANK's prior business practices.

Section 3.10 Agreements with Banking Authorities. Except as set forth
on Schedule 3.10, none of METROBANK or any Subsidiary is a party to any written
agreement, memorandum of understanding, order or directive with any
Governmental Entity.

Section 3.11 Insurance. METROBANK and its Subsidiaries have in full
force and effect policies of insurance with respect to their assets and
businesses against such casualties and contingencies and in such amounts, types
and forms as are customarily appropriate for their businesses, operations,
properties and assets. Schedule 3.11 contains a list of all policies of
insurance and bonds carried and owned by METROBANK or any Subsidiary. None of
METROBANK or any Subsidiary is in default under any such policy of insurance or
bond such that it can be canceled and all material claims thereunder have been
filed in timely fashion. METROBANK and its Subsidiaries have filed claims with,
or given notice of claim, to their insurers or bonding companies in timely
fashion, with respect to all material matters and occurrences for which they
believe they have coverage.

Section 3.12 Title to Assets other than Real Property. METROBANK and
its Subsidiaries have good and marketable title to all their properties and
assets other than real property which is the subject of Section 3.13, owned or
leased by METROBANK or any Subsidiary, free and clear of all mortgages, liens,
encumbrances, pledges or charges of any kind or nature except as disclosed on
Schedule 3.12 and except for: (a) encumbrances as set forth in the METROBANK
Financial Statements; (b) liens for current Taxes not yet due which have been
fully reserved for and (c) encumbrances, if any, that are not substantial in
character, amount or extent or that do not materially detract from the value,
or interfere with present use of the property subject thereto or affected
thereby.

Section 3.13 Real Property. Schedule 3.13 is an accurate list and
general description of all real property owned or leased by METROBANK or any of
its Subsidiaries, including Other Real Estate Owned. METROBANK and its
Subsidiaries have good and marketable title to the real property they
respectively own, described in such schedule, free and clear of all mortgages,
covenants, conditions, restrictions, easements, liens, security interests,
charges, claims, assessments and encumbrances, except for (a) rights of
lessors, lessees or sublessees in such matters that are reflected in a written
lease; (b) current taxes (including assessments collected with taxes) not yet
due and payable; (c) encumbrances, if any, that are not substantial in
character, amount or extent or that do not materially detract from the value,
or interfere with present use of the property subject thereto of affected
thereby; and (d) other matters as described in Schedule 3.13. METROBANK and
its Subsidiaries have valid leasehold interests in the leaseholds they
respectively hold, free and clear of all mortgages, liens, security interest,
charges, claims, assessments and encumbrances, except for

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FIRST AMENDMENT

(a) claims of lessors, co-lessees or sublessees in such matters as are
reflected in a written lease; (b) title exceptions affecting the fee estate of
the lessor under such leases and (c) other matters as described in Schedule
3.13. The activities of METROBANK and its Subsidiaries with respect to all
real property owned or leased by them for use in connection with their
operations are in all material respects permitted and authorized by applicable
zoning laws, ordinances and regulations and all laws and regulations of any
Governmental Entity. Except as set forth in Schedule 3.13, METROBANK and its
Subsidiaries enjoy quiet possession under all material leases to which either
is the lessee and all of such leases are valid and in full force and effect.

Section 3.14 Taxes.

3.14.1 Filing of Returns. Except as set forth on
Schedule 3.14(a), METROBANK and its Subsidiaries have duly prepared and filed
federal, state, local and foreign Returns (for Tax or informational purposes)
which were required to be filed by or in respect of METROBANK and its
Subsidiaries, or any of their properties, income and/or operations on or prior
to the Closing Date. As of the time they were filed, the foregoing Returns
accurately reflected the material facts regarding the income, business, assets,
operations, activities, status, and any other information required to be shown
thereon. No extension of time within which Metrobank or any of its
Subsidiaries may file any Return is currently in force.

3.14.2 Payment of Taxes. Except as disclosed on Schedule
3.14(b) with respect to all amounts in respect of Taxes imposed on METROBANK or
any Subsidiary or for which METROBANK or any Subsidiary is or could be liable,
whether to taxing authorities (as, for example, under law) or to other Persons
(as, for example, under Tax allocation agreements), with respect to all taxable
periods or portions of periods ending on or before the Closing Date, all
applicable tax laws and agreements have been or will be fully complied with in
all material respects, and all such amounts required to be paid by or on behalf
of METROBANK or any Subsidiary to taxing authorities or others on or before the
date hereof have been paid.

3.14.3 Audit History. Except as disclosed on Schedule
3.14(c), there is no review or audit by any taxing authority of any Tax
liability of METROBANK or any Subsidiary currently in progress. Except as
disclosed on Schedule 3.14(c), METROBANK and its Subsidiaries have not received
any written notice within the three years preceding the Closing Date of any
pending or threatened audit by the Internal Revenue Service or any state, local
or foreign agency of METROBANK's and its Subsidiaries' Returns or Tax liability
for any period, which pending or threatened audit has not been resolved.
METROBANK and its Subsidiaries currently have no unpaid deficiencies assessed
by the Internal Revenue Service or any state, local or foreign taxing authority
arising out of any examination of any of METROBANK's and its Subsidiaries'
Returns filed for fiscal years ended on or after December 31, 1988 through the
Closing Date, nor, to the

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FIRST AMENDMENT

Knowledge of METROBANK is there reason to believe that any material deficiency
will be assessed.

3.14.4 Statute of Limitations. Except as disclosed on
Schedule 3.14(d), no agreements are in force or are currently being negotiated
by or on behalf of METROBANK or its Subsidiaries for any waiver or for the
extension of any statute of limitations governing the time of assessment or
collection of any Tax. No closing agreements or compromises concerning Taxes
of METROBANK or its Subsidiaries are currently pending.

3.14.5 Withholding Obligations. METROBANK and its
Subsidiaries have withheld from each payment made to any of its officers,
directors and employees, the amount of all applicable Taxes, including, but not
limited to, income tax, social security contributions, unemployment
contributions, backup withholding and other deductions required to be withheld
therefrom by any Tax law and have paid the same to the proper Taxing
authorities within the time required under any applicable legislation.

3.14.6 Tax Liens. There are no Tax liens, whether
imposed by any federal, state, local or foreign taxing authority, outstanding
against any assets owned by METROBANK or its Subsidiaries, except for liens for
Taxes that are not yet due and payable.

3.14.7 Safe Harbor Lease Property. None of the assets
owned by METROBANK or its Subsidiaries is property that is required to be
treated as being owned by any other Person pursuant to the so-called safe
harbor lease provisions of former Section 168 (f)(8) of the IRC.

3.14.8 Security for Tax-Exempt Obligations. None of the
assets owned by METROBANK or its Subsidiaries directly or indirectly secures
any debt, the interest on which is tax-exempt under Section 103(a) of the IRC.

3.14.9 Tax-Exempt Use Property. None of the assets owned
by METROBANK or its Subsidiaries is "tax-exempt use property" within the
meaning of Section 168(h) of the IRC.

3.14.10 Foreign Person. None of METROBANK or its
Subsidiaries is a person other than a United States person within the meaning
of the IRC.

3.14.11 No Withholding. The transaction contemplated
herein is not subject to the tax withholding provisions of Section 3406 of the
IRC, or of Subchapter A of Chapter 3 of the IRC.

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FIRST AMENDMENT

3.14.12 Tax Reserves. METROBANK and its Subsidiaries have
made full and adequate provision and reserve for all federal, state, local or
foreign Taxes (including, without limitation, all National Bank of Long Beach
Returns that have not been cleared by the appropriate taxing authority), for
the current period for which Tax and information returns are not yet required
to be filed. The METROBANK Financial Statements contain fair and sufficient
accruals for the payment of all Taxes for the periods covered by the METROBANK
Financial Statements (including, without limitation, all National Bank of Long
Beach Returns that have not been cleared by the appropriate taxing authority),
and all periods prior thereto.

3.14.13 Tax Elections. No new material elections with
respect to Taxes or any changes in current material elections with respect to
Taxes affecting the assets owned by METROBANK or its Subsidiaries shall be made
after the date of the May Agreement without the prior written consent of
COMERICA, which shall not be unreasonably withheld, except that METROBANK or
its Subsidiaries may make an election under FASB 109 without prior consent.
COMERICA shall be deemed to have consented in writing to any election METROBANK
or its Subsidiaries shall desire to make if: (i) the electing Person shall
have notified the director of Taxes, of COMERICA in writing of its desire to
make such election, including in such a reasonably complete summary of the
election it desires to make and its reasons for desiring to make such election
at least 15 Business Days prior to the due date (including extensions thereof)
for filing such election, and (ii) COMERICA shall not have responded in writing
to such notice prior to the fifth Business Day prior to the due date (including
extensions thereof) for filing such election.

3.14.14 IRC Section 382 Applicability. None of METROBANK
or any of its Subsidiaries, including any party joining in any consolidated
return to which METROBANK is a member, underwent an "ownership change" as
defined in IRC Section 382(g) within the "testing period" (as defined in IRC
Section 382) ending immediately before the Effective Time, and not taking into
account any transactions contemplated by this Amended Agreement.

3.14.15 Disclosure Information. Within 45 days of the
date of the May Agreement, METROBANK will deliver to COMERICA a schedule
setting forth the following information with respect to METROBANK and as of
the most recent practicable date (as well as on an estimated pro forma basis
(excluding charges contemplated by Section 5.11.1) as of the Closing giving
effect to the consummation of the transactions contemplated hereby): (a)
METROBANK's basis in its assets; (b) the amount of any net operating loss, net
capital loss, unused investment or other credit, unused foreign tax, or excess
charitable contribution allocable to METROBANK; and (c) the amount of any
deferred gain or loss allocable to METROBANK and arising out of any deferred
intercompany transactions. This Section 3.14.15 shall not be deemed to be a
representation or warranty for purposes of this Amended Agreement.

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FIRST AMENDMENT

Section 3.15 Performance of Obligations. METROBANK and its
Subsidiaries have performed all material obligations required to be performed
by them to date and none of METROBANK nor any Subsidiary is in default under or
in breach of any term or provision of any covenant, contract, lease, indenture
or any other covenant to which any is a party, is subject or is otherwise
bound, and no event has occurred that, with the giving of notice or the passage
of time or both, would constitute such default or breach, where such default or
breach or failure to perform would have a Material Adverse Effect on METROBANK
and its Subsidiaries. To METROBANK's Knowledge, and except as disclosed on
Schedule 3.15, no party with whom METROBANK or its Subsidiaries has an
agreement that is of material importance to the businesses of METROBANK and its
Subsidiaries taken as a whole is in default thereunder.

Section 3.16 Loans and Investments. Except as set forth on Schedule
3.16, all loans, leases and other extensions of credit, and guaranties,
security agreements or other agreements supporting any loans or extensions of
credit, and investments of METROBANK and its Subsidiaries are, and constitute,
in all material respects, the legal, valid and binding obligations of the
parties thereto and are enforceable against such parties in accordance with
their terms, except as the enforceability thereof may be limited by applicable
law and otherwise by bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of California banks or creditors generally and by general
equitable principles. Except as described in Schedule 3.16, as of April 1995,
no loans or investments held by METROBANK or any Subsidiary are (i) more than
ninety days past due with respect to any scheduled payment of principal or
interest, other than loans on a non-accrual status; (ii) classified as "loss,"
"doubtful," "substandard" or "specially mentioned" by METROBANK or any federal
or state banking regulators; or (iii) on a non-accrual status in accordance
with METROBANK's loan review procedures. Except as set forth on Schedule 3.16,
none of such investments (other than loans) are subject to any restrictions,
contractual, statutory or other, that would materially impair the ability of
the entity holding such investment to dispose freely of any such investment at
any time, except restrictions on the public distribution or transfer of any
such investments under the Securities Act and the regulations thereunder or
state securities laws and pledges or security interests given in connection
with government deposits. All loans, leases or other extensions of credit
outstanding, or commitments to make any loans, leases or other extensions of
credit to any Affiliates of METROBANK are disclosed on Schedule 3.16. For
outstanding loans or extensions of credit or commitments to make loans or
extensions of credit where the original principal amounts are in excess of
$25,000 and which by their terms are either secured by collateral or supported
by a guaranty or similar obligation the security interests have been duly
perfected in all material respects and have the priority they purport to have
in all material respects, other than by operation of law, and, in the case of
each guaranty or similar obligation, each has been duly executed and delivered
to METROBANK or a Subsidiary, and to METROBANK's Knowledge is still in full
force and effect.

Section 3.17 [Intentionally Left Blank] .

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FIRST AMENDMENT

Section 3.18 Brokers and Finders. None of METROBANK or any
Subsidiary is a party to or obligated under any agreement with any broker or
finder relating to the transactions contemplated hereby, and neither the
execution of this Amended Agreement or the Subsidiary Merger Agreement nor the
consummation of the transactions provided for herein or therein will result in
any liability to any broker or finder. METROBANK agrees to indemnify and hold
harmless COMERICA and HOLDINGS and their respective affiliates, and to defend
with counsel selected by COMERICA and HOLDINGS and reasonably satisfactory to
METROBANK from and against any liability, cost or expense, including attorneys'
fees, incurred in connection with a breach of this Section 3.18.

Section 3.19 Material Contracts. Schedule 3.19 to this Amended
Agreement is a complete and accurate written list of all material agreements,
obligations or understandings, written and oral, to which METROBANK or any
Subsidiary is a party as of the date of this Amended Agreement, except for
agreements and loans and other extensions of credit made by METROBANK in the
ordinary course of business and those items disclosed in the METROBANK
Financial Statements.

Section 3.20 Absence of Material Adverse Effect. Since January 1,
1994 and except for METROBANK's acquisition of National Bank of Long Beach and
related transactions, the businesses of METROBANK and its Subsidiaries have
been conducted only in the ordinary course, in the same manner as theretofore
conducted, and no event or circumstance occurred or is expected to occur which,
with the passage of time or otherwise, is likely to have a Material Adverse
Effect on METROBANK.

Section 3.21 Undisclosed Liabilities. Except as disclosed on Schedule
3.21, to METROBANK's knowledge, METROBANK and its Subsidiaries have no
liabilities or obligations, either accrued, contingent or otherwise, that are
material to METROBANK and its Subsidiaries taken as a whole and that have not
been reflected or disclosed in the METROBANK Financial Statements, or incurred
subsequent thereto in the ordinary course of business consistent with past
practices. METROBANK has no knowledge of any basis for the assertion against
it or any Subsidiary of any liability, obligation or claim (including without
limitation that of any Governmental Entity) that is likely to result in or
cause a Material Adverse Effect as to METROBANK that is not fairly reflected in
the METROBANK Financial Statements.

Section 3.22 Employees; Employee Benefit Plans; ERISA.

3.22.1 All of METROBANK's and its Subsidiaries'
obligations for payment to trusts or other funds or to any Governmental Entity
or to any individual, director, officer, employee or agent (or his or her
heirs, legatees or legal representatives) with respect to

24
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FIRST AMENDMENT

unemployment compensation benefits, profit-sharing, pension or retirement
benefits or social security benefits, whether arising by operation of law, by
contract or by past custom, have been properly accrued for the periods covered
thereby on the METROBANK Financial Statements and paid when due. All of
METROBANK's and its Subsidiaries' obligations, whether arising by operation of
law, by contract or by past custom for vacation or holiday pay, bonuses and
other forms of compensation which are payable to METROBANK's and its
Subsidiaries' directors, officers, employees or agents have been properly
accrued on the METROBANK Financial Statements for the periods covered thereby
and paid when due. Except as set forth on Schedule 3.22(a), there are no
unfair labor practice complaints, strikes, slowdowns, stoppages or other
controversies pending or, to the knowledge of METROBANK attempts to unionize or
controversies threatened between METROBANK or any Subsidiary or Affiliate and,
or relating to, any of their employees that are likely to have a Material
Adverse Effect on METROBANK and its Subsidiaries taken as a whole. None of
METROBANK or any Subsidiary is a party to any collective bargaining agreement
with respect to any of their employees and, except as set forth on Schedule
3.22(a), none of METROBANK or any Subsidiary is a party to a written employment
contract with any of their employees and there are no understandings with
respect to the employment of any officer or employee of METROBANK or any
Subsidiary which are not terminable by METROBANK or such Subsidiary without
liability on not more than thirty (30) days' notice. Except as disclosed in
the METROBANK Financial Statements for the periods covered thereby, all sums
due for employee compensation have been paid and all employer contributions for
employee benefits, including deferred compensation obligations, and any
benefits under any Employee Plan (as defined in Section 3.22.3 hereof) or any
Benefit Arrangement (as defined in Section 3.22.4 hereof) have been duly and
adequately paid or provided for in accordance with plan documents. Except as
set forth on Schedule 3.22(a), no director, officer or employee of METROBANK or
any Subsidiary is entitled to receive any payment of any amount under any
existing agreement, severance plan or other benefit plan as a result of the
consummation of any transaction contemplated by this Amended Agreement or the
Certificate of Merger. METROBANK and its Subsidiaries have complied with all
applicable federal and state statutes and regulations which govern workers'
compensation, equal employment opportunity and equal pay, including, but not
limited to, all civil rights laws, Presidential Executive Order 1124, and the
Fair Labor Standards Act of 1938, as amended and the Americans with
Disabilities Act.

3.22.2 Prior to the execution of this Amended Agreement,
METROBANK has delivered as Schedule 3.22(b) a complete list of:

a. all current employees of METROBANK or any
Subsidiary together with each employee's age, tenure with METROBANK or
Subsidiary, title or job classification, and the current annual rate of
compensation anticipated to be paid to each such employee; and

25
<PAGE> 163

FIRST AMENDMENT

b. all Employee Plans and Benefit Arrangements,
including all plans or practices providing for current compensation or accruals
for active Employees, including, but not limited to, all employee benefit
plans, all pension, profit-sharing, retirement, bonus, stock option, incentive,
deferred compensation, severance, long-term disability, medical, dental,
health, hospitalization, life insurance or other insurance plans or related
benefits.

3.22.3 Except as disclosed on Schedule 3.22(b), none of
METROBANK or any Subsidiary maintains, administers or otherwise contributes to
any "employee benefit plan," as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject
to any provisions of ERISA and covers any employee, whether active or retired,
of METROBANK or any Subsidiary (any such plan being herein referred to as an
"Employee Plan"). True and complete copies of each such Employee Plan,
including amendments thereto, have been previously delivered to COMERICA,
together with (i) all agreements regarding plan assets with respect to such
Employee Plans, (ii) a true and complete copy of the annual reports for the
most recent three years (Form 5500 Series including, if applicable, Schedules A
and B thereto) prepared in connection with any such Employee Plan, (iii) a true
and complete copy of the actuarial valuation reports for the most recent three
years, if any, prepared in connection with any such Employee Plan covering any
active employee of METROBANK, (iv) a copy of the most recent summary plan
description of each such Employee Plan, together with any modifications
thereto, and (v) a copy of the most recent favorable determination letter (if
applicable) from the Internal Revenue Service for each Employee Plan. None of
the Employee Plans is a "multiemployer plan" as defined in Section 3(37) of
ERISA or a "multiple employer plan" as covered in Section 412(c) of the IRC,
and none of METROBANK or any Subsidiary has been obligated to make a
contribution to any such multiemployer or multiple employer plan within the
past five years. None of the Employee Plans of METROBANK or any Subsidiary of
METROBANK is, or for the last five years has been, subject to Title IV of
ERISA. Each Employee Plan which is intended to be qualified under Section
401(a) of the IRC is so qualified and each trust maintained pursuant thereto is
exempt from income tax under Section 501(a) of the IRC, and none of METROBANK,
or any Subsidiary is aware of any fact which has occurred which would cause the
loss of such qualification or exemption.

3.22.4 Except as disclosed in Schedule 3.22(b), none of
METROBANK or any Subsidiary maintains (other than base-salary and base wages)
any form of current or deferred compensation, bonus, stock option, stock
appreciation right, severance pay, salary continuation, retirement or incentive
plan or arrangement for the benefit of any director, officer or employee,
whether active or retired, of METROBANK or any Subsidiary or for any class or
classes of such directors, officers or employees. Except as disclosed in
Schedule 3.22(b), none of METROBANK or any Subsidiary maintains any group or
individual health or insurance, welfare or similar plan or arrangement for the
benefit of any director, officer or employee of METROBANK or any Subsidiary
whether active or retired, or for any class or classes of such directors,
officers or employees. Any

26
<PAGE> 164

FIRST AMENDMENT

such plan or arrangement described in this Section 3.22.4, copies of which have
been delivered to COMERICA, shall be herein referred to as a "Benefit
Arrangement."

3.22.5 All Employee Plans and Benefit Arrangements are
operated in material compliance with the requirements prescribed by any and all
statutes, governmental or court orders, or governmental rules or regulations
currently in effect, including but not limited to ERISA and the IRC, applicable
to such plans or arrangements, and plan documents relating to any such plans or
arrangements, comply with or will be amended to comply with applicable legal
requirements. To METROBANK's Knowledge, none of METROBANK or any Subsidiary
nor any Employee Plan, nor any trusts created thereunder, nor any trustee,
administrator nor any other fiduciary thereof, has engaged in a "prohibited
transaction," as defined in Section 406 of ERISA and Section 4975 of the IRC,
that could subject any of them or COMERICA to liability under Section 409 or
502(i) of ERISA or Section 4975 of the IRC or that would adversely affect the
qualified status of such plans; each "plan official" within the meaning of
Section 412 of ERISA of each Employee Plan is bonded to the extent required by
such Section 412; with respect to each Employee Plan, to METROBANK's Knowledge,
no employee of METROBANK or any Subsidiary nor any fiduciary of any Employee
Plan has engaged in any breach of fiduciary duty as defined in Part 4 of
Subtitle B of Title I of ERISA which could subject METROBANK or any Subsidiary
to liability if METROBANK or any Subsidiary is obligated to indemnify such
Person against liability. Except as disclosed in Schedule 3.22(c), METROBANK
and its Subsidiaries have not failed to make any contribution or pay any amount
due and owing as required by law or the terms of any Employee Plan or Benefit
Arrangement.

3.22.6 Except as set forth on Schedule 3.22(d), to
METROBANK's Knowledge, no Employee Plan or Benefit Arrangement has any
liability of any nature, accrued or contingent, including, without limitation,
liabilities for federal, state, local or foreign taxes, interest or penalty
other than liability for claims arising in the course of the administration of
each such plan. Except as set forth on Schedule 3.22(d), there is no pending
or, to METROBANK's Knowledge, threatened legal action, proceeding or
investigation against any Employee Plan, other than routine claims for
benefits, which could result in liability to such plans and there is no basis
for any such legal action or proceeding.

3.22.7 Each Benefit Arrangement which is a group health plan
(within the meaning of such term under IRC Section 4980B(g)(2)) complies and
has complied with the requirements of Section 601 through 608 of ERISA or
Section 4980B of the IRC governing continuation coverage requirements for
employee-provided group health plans.

3.22.8 Except as disclosed in Schedule 3.22(e), none of
METROBANK or any Subsidiary maintains any Employee Plan or Benefit Arrangement
pursuant to which any benefit or other payment will be required to be made by
METROBANK or any Subsidiary or Affiliate or

27
<PAGE> 165

FIRST AMENDMENT

pursuant to which any other benefit will accrue or vest in any director,
officer or employee of METROBANK or any Subsidiary or Affiliate, in either case
as a result of the consummation of the transactions contemplated by this
Amended Agreement.

Section 3.23 Powers of Attorney. No power of attorney or similar
authorization given by METROBANK or any Subsidiary is presently in effect or
outstanding other than powers of attorney given in the ordinary course of
business with respect to routine matters.

Section 3.24 [Intentionally Left Blank].

Section 3.25 Intellectual Property Rights. Schedule 3.25 is a
complete and accurate list of all United States and foreign patents,
trademarks, service marks, copyrights and all pending applications therefor,
whether or not issued (the "Intellectual Property"), that relate to or are used
in the operation of the businesses of METROBANK and its Subsidiaries or the
rights of METROBANK and its Subsidiaries thereunder.

Section 3.26 Hazardous Materials. Except as set forth on Schedule
3.26:

3.26.1 Except for ordinary and necessary quantities
of cleaning, pest control and office supplies, and other small quantities of
Hazardous Substances used in the ordinary course of METROBANK's and its
Subsidiaries' businesses, used and stored in compliance with applicable
Environmental Laws, or ordinary rubbish, debris and nonhazardous solid waste
stored in garbage cans or bins for regular disposal off-site, or petroleum
contained in and de minimus quantities discharged from motor vehicles in their
ordinary operation on the Property (as defined below), METROBANK and its
Subsidiaries have not engaged in the generation, use, manufacture, treatment,
transportation, storage (in tanks or otherwise), or disposal of Hazardous
Substances other than as permitted by applicable law. To METROBANK's
Knowledge, no Hazardous Substances have been released, emitted or disposed of,
or otherwise deposited, on or in any real property which is now or has been
previously owned since May 1, 1993 or currently leased by METROBANK or any
Subsidiary, including Other Real Estate Owned (collectively, the "Property"),
or to METROBANK's Knowledge (without conducting a review of METROBANK's loan
documentation for loans originated by National Bank of Long Beach), on or in
any real property in which METROBANK or any Subsidiary now holds any security
interest, mortgage or other lien or interest, with an underlying obligation in
excess of $1,000,000, except for (i) Disclosed Matters; (ii) ordinary and
necessary quantities of cleaning, pest control and office supplies, and other
small quantities of Hazardous Substances used in the ordinary course of
METROBANK's and its Subsidiaries businesses, used and stored in compliance with
applicable Environmental Laws, or ordinary rubbish, debris and nonhazardous
solid waste stored in garbage cans or bins for regular disposal off-site, or
petroleum contained in and de minimus quantities discharged from motor vehicles
in their ordinary operation on the Property; and (iii) such releases,
emissions, disposals or deposits which constituted

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<PAGE> 166

FIRST AMENDMENT

a violation of an Environmental Law but did not have a Material Adverse Effect
on the Property involved. To METROBANK's Knowledge, no activity has been
undertaken on the Property since May 1, 1993 that would cause or contribute to:

a. the Property becoming a treatment,
storage or disposal facility within the
meaning of RCRA or any similar state law or
local ordinance;

b. a release or threatened release of
any Hazardous Substances under circumstances
which would violate any Environmental Laws; or

c. the discharge of Hazardous
Substances into any soil, subsurface water or
ground water or into the air, or the dredging
or filling of any waters, that would require a
permit or any other approval under the Federal
Water Pollution Control Act, 33 U.S.C. Section
1251 et seq., the Clean Air Act, as amended,
42 U.S.C. Section 7401 et seq., or any
similar federal or state law or local
ordinance;

the cumulative effect of which would have a material adverse effect on the
Property involved.

3.26.2 To METROBANK's Knowledge, there are not, and
never have been, any underground storage tanks located in or under the
Property.

3.26.4 None of METROBANK or any Subsidiary has
received any written notice of, and to its Knowledge, any verbal notice of, any
pending or threatened claims, investigations, administrative proceedings,
litigation, regulatory hearings or requests or demands for remedial or response
actions or for compensation, with respect to the Property, alleging
noncompliance with or violation of any Environmental Law or seeking relief
under any Environmental Law and the Property is not listed on the United States
Environmental Protection Agency's National Priorities List of Hazardous Waste
Sites, or, to METROBANK's Knowledge, any other list, schedule, log, inventory
or record of hazardous waste sites maintained by any federal, state or local
agency.

3.26.4 [Intentionally Left Blank].

3.26.5 "Hazardous Substances" shall mean any
hazardous, toxic or infectious substance, material, gas or waste which is
regulated by any local, state or federal Governmental Entity, or any of their
agencies.

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<PAGE> 167

FIRST AMENDMENT

Section 3.27 Stock Options. There are no stock appreciation
rights outstanding or available under the METROBANK Stock Option Plans.
Schedule 3.27 to this Amended Agreement contains a list of all METROBANK Stock
Options outstanding, indicating for each: (a) the grant date; (b) whether
vested or unvested; (c) exercise price; and (d) a vesting schedule by optionee.

Section 3.28 Disclosure in Schedules. Anything disclosed by
METROBANK or any of its Subsidiaries in the Schedules to the May Agreement
shall be considered to have been disclosed for purposes of all representations,
warranties and covenants of such party under this Amended Agreement.

Section 3.29 Effective Date of Representations, Warranties,
Covenants and Agreements. Each representation, warranty, covenant and
agreement of METROBANK set forth in this Amended Agreement shall be deemed to
be made on and as of the date hereof and as of the Effective Time.

Section 3.30 Interest Rate Risk Management Instruments.
All interest rate swaps, floors and option agreements and similar interest rate
risk management arrangements to which METROBANK or any of its Subsidiaries is a
party or by which any of their properties or assets may be bound were entered
into in the ordinary course of business, in accordance with commercially
reasonable banking practices and applicable rules, regulations and policies of
the California Superintendent of Banks and are legal, valid and binding
obligations enforceable in accordance with their terms against METROBANK and,
to METROBANK's Knowledge, against all other parties thereto (except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the rights of California banks or creditors and by general equitable
principles). To METROBANK's Knowledge, all counterparties to such arrangements
are financially responsible and are able to adequately perform their
obligations under such arrangements. METROBANK and its Subsidiaries have duly
performed their obligations under such arrangements to the extent that such
obligations to perform have accrued and to METROBANK's Knowledge, there are no
material breaches, violations or defaults or allegations or assertions of such
by any party to such arrangements.

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<PAGE> 168

FIRST AMENDMENT

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF COMERICA

COMERICA represents and warrants to METROBANK that (for purposes of
this Amended Agreement, all representations, warranties and schedules shall be
deemed to have been given as of the date of the May Agreement except where
another date is specified):

Section 4.1 Organization; Corporate Power; Etc. COMERICA is a
bank holding company registered under the BHCA. COMERICA is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to own, operate
and lease its properties and to carry on its business substantially as they are
being conducted on the date of the May Agreement. Each of COMERICA's
Subsidiaries has all requisite corporate power and authority to own, operate
and lease its properties and to carry on its business substantially as they are
being conducted on the date of the May Agreement, except where the failure to
have such power or authority would not have a Material Adverse Effect on
COMERICA or the ability to consummate the transactions contemplated by this
Amended Agreement. COMERICA has all requisite corporate power and authority to
enter into this Amended Agreement and, subject to the obtaining of all
Requisite Regulatory Approvals, (as to which COMERICA has no basis or grounds
to believe will not be granted prior to January 31, 1996) to consummate the
transactions contemplated hereby. Neither the scope of business of COMERICA or
any Subsidiary nor the location of any of their properties requires that
COMERICA be licensed to conduct business in any jurisdiction other than those
jurisdictions in which it is licensed or qualified to do business as a foreign
corporation where the failure to be so licensed or qualified would,
individually or in the aggregate, have a Material Adverse Effect on COMERICA.

Section 4.2 Licenses and Permits. COMERICA and its Subsidiaries
have all material licenses, certificates, franchises, rights and permits that
are necessary for the conduct of their businesses, and such licenses are in
full force and effect, except for any failure to be in full force and effect
that would not, individually or in the aggregate, have a Material Adverse
Effect on COMERICA. The properties, assets, operations and businesses of
COMERICA and its Subsidiaries are and have been maintained and conducted, in
all material respects, in compliance with all applicable licenses,
certificates, franchises and permits.

Section 4.3 Authorization of Agreement; No Conflicts.

4.3.1 The execution and delivery of this Amended
Agreement and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by all necessary corporate action on the
part of COMERICA. This Amended Agreement has been duly executed and delivered
by COMERICA and constitutes a legal, valid and binding obligation of COMERICA
enforceable against COMERICA in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium or
other similar laws

31
<PAGE> 169

FIRST AMENDMENT

affecting the rights of Delaware corporations and bank holding companies
generally and by general equitable principles, and the Subsidiary Merger
Agreement, upon due execution and filing thereof in accordance with the
applicable provisions of the California Corporations Code and California
Financial Code, will constitute a valid and binding obligation of HOLDINGS
enforceable in accordance with its terms.

4.3.2 The execution and delivery of this Amended
Agreement and the consummation of the transactions contemplated hereby does not
and will not conflict with, or result in any violation of or default or loss of
a material benefit under, any provision of the certificate of incorporation or
bylaws of COMERICA or, except for the necessity of obtaining Requisite
Regulatory Approvals, any material mortgage, indenture, lease, agreement or
other material instrument, or any permit, concession, grant, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to COMERICA, its properties or any of its Subsidiaries, other than
any such conflict, violation, default or loss which (i) will not have a
Material Adverse Effect on COMERICA; or (ii) will be cured or waived prior to
the Effective Time. No material consent, approval, order or authorization of,
or registration, declaration or filing with, any governmental authority is
required in connection with the execution and delivery of this Amended
Agreement by COMERICA or the consummation by COMERICA of the transactions
contemplated hereby, except for (a) filings required in order to obtain
Requisite Regulatory Approvals, (b) the filing of the Registration Statement
with the SEC relating to the Merger and the declaration by the SEC and any
applicable State securities law regulatory authorities that the Registration
Statement is effective, (c) the filing and approval of the Subsidiary Merger
Agreement with the California Superintendent of Banks and the Secretary of the
State of California; (d) any approvals required to be obtained pursuant to the
BHCA or any other required governmental approval for the execution and delivery
of this Amended Agreement by COMERICA or the consummation of the Merger; (e)
any consents, authorizations, approvals, filings or exemptions required to be
made or obtained under the securities or "blue sky" laws of various
jurisdictions in connection with the issuance of shares of COMERICA Common
Stock contemplated by this Amended Agreement; and (f) any consents,
authorizations, approvals, filings or exemptions in connection with compliance
with the rules of the NYSE and AMEX.

Section 4.4 Capital Structure of COMERICA. On the date of this
Amended Agreement, the authorized capital stock of COMERICA consists of
250,000,000 shares of COMERICA Common Stock and 10,000,000 shares of Preferred
Stock without par value. At the close of business on April 28, 1995,
121,812,212 shares of COMERICA Common Stock were outstanding, no shares of
COMERICA Common Stock were reserved for issuance upon the exercise of
outstanding employee stock options (including COMERICA's Long Term Incentive
Plan and COMERICA's dividend reinvestment plan), 3,118,362 shares of COMERICA
Common Stock were held by COMERICA in its treasury (in addition to shares held
directly or indirectly in trust accounts,

32
<PAGE> 170

FIRST AMENDMENT

managed accounts and the like or otherwise held in a fiduciary capacity that
are beneficially owned by third parties), not more than 500,000 shares of
COMERICA Series C Participating Preferred Stock were reserved for issuance upon
exercise of the rights distributed to the holders of COMERICA Common Stock
pursuant to the Rights Agreement, dated as of January 26, 1988, between
COMERICA and COMERICA Bank as Rights Agent. The issuance of the shares of
COMERICA Common Stock proposed to be issued pursuant to this Amended Agreement
at the Effective Time will have been duly authorized by all requisite corporate
action of COMERICA, and such shares, when issued as contemplated by this
Amended Agreement, will constitute duly authorized, validly issued, fully paid
and non-assessable shares of COMERICA Common Stock, and will not have been
issued in violation of the preemptive or similar rights of any Person. As of
the date of this Amended Agreement, and except for this Amended Agreement, the
COMERICA Stock Plans and the COMERICA Rights Agreement, COMERICA does not have
outstanding any options, warrants, calls, rights, commitments, securities or
agreements of any character to which COMERICA is a party or by which it is
bound obligating COMERICA to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock of COMERICA or obligating
COMERICA to grant, extend or enter into any such option, warrant, call, right,
commitment or agreement.

Section 4.5 [Intentionally Left Blank].

Section 4.6 COMERICA Filings.

4.6.1 Since January 1, 1993, COMERICA and its
Subsidiaries have filed all reports, registrations and statements, together
with any amendments required to be made with respect thereto, copies of which
have been made available to METROBANK except to the extent prohibited by law,
that were required to be filed with (a) the Federal Reserve Board or any
Federal Reserve Bank; (b) the OCC; (c) the Federal Deposit Insurance
Corporation; (d) the Michigan Banking Commissioner; (e) the SEC; and (f) any
other applicable federal, state or local governmental or regulatory authority.
All such reports, registrations and filings are collectively referred to as the
"COMERICA Filings". As of their respective filing dates, each of the past
COMERICA Filings (a) was true and complete in all material respects (or was
amended so as to be so promptly following discovery of any discrepancy); and
(b) complied in all material respects with all of the statutes, rules and
regulations enforced or promulgated by the governmental or regulatory authority
with which it was filed (or was amended so as to be so promptly following
discovery of any such noncompliance) and none contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The COMERICA
Financial Statements, together with the financial statements contained in the
COMERICA Filings, have been prepared in accordance with generally accepted
accounting principles consistently followed throughout the periods covered by
such statements, and present fairly the consolidated financial position of
COMERICA as of the

33
<PAGE> 171

FIRST AMENDMENT

respective dates indicated and the consolidated results of its operations and
changes in cash flows at the respective dates and for the respective periods
covered by such financial statements.

4.6.2 COMERICA has filed each report, schedule,
registration statement and definitive proxy statement and amendments to each of
the foregoing since January 1, 1993 that COMERICA was required to file with the
SEC since such date (the "COMERICA SEC Documents"), all of which have been made
available to METROBANK. As of their respective dates, the COMERICA SEC
Documents complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such COMERICA SEC Documents,
and none of the COMERICA SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of
COMERICA included in the COMERICA SEC Documents comply in all material respects
with applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto, have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto
or, in the case of the unaudited statements, as permitted by Form 10-Q of the
SEC) and fairly present (subject, in the case of the unaudited statements, to
recurring audit adjustments normal in nature and amount) the consolidated
financial position of COMERICA as at the dates thereof and the consolidated
results of its operations and cash flows or changes in financial position for
the periods then ended.

Section 4.7 Accuracy of Information Supplied.

4.7.1 No representation or warranty of COMERICA
contained in this Amended Agreement or any statement, schedule, exhibit or
certificate given or to be given by or on behalf of COMERICA to METROBANK in
connection herewith and none of the information supplied or to be supplied by
COMERICA to METROBANK under this Amended Agreement contains or will contain any
untrue statement of material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they are made, not misleading.

4.7.2 None of the information supplied or to be
supplied by COMERICA for inclusion or incorporation by reference in, or
relating to COMERICA and included or incorporated by reference in, (i) the
Registration Statement on Form S-4 to be filed with the SEC by COMERICA in
connection with the issuance of shares of COMERICA Common Stock in the Merger
(including the Proxy Statement and prospectus constituting a part thereof, the
"Registration Statement") will, at the time the Registration Statement becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary

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to make the statements therein, in light of the circumstances under which they
were made, not misleading; (ii) the Proxy Statement and any amendment or
supplement thereto will, at all times from the date of mailing to shareholders
of METROBANK through the date of the meeting of shareholders of METROBANK to be
held in connection with the Merger, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and (iii) the statements, correspondence,
applications and forms to be filed with securities or "blue sky" authorities,
self regulatory authorities, the NYSE or AMEX or any Governmental Entity in
connection with the Merger, the issuance of any shares of COMERICA Common Stock
in connection with the Merger, or any Requisite Regulatory Approvals will, at
the time filed or at the time they become effective, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Registration
Statement (except for such portions thereof that relate only to METROBANK and
its Subsidiaries) will comply in all material respects with the provisions of
the Securities Act and the rules and regulations thereunder.

Section 4.8 Compliance With Applicable Laws. Except as disclosed
in the COMERICA SEC Documents filed prior to the date of this Amended
Agreement, the businesses of COMERICA and its Subsidiaries are not being
conducted in violation of any law, ordinance or regulation, except for
violations which individually or in the aggregate would not, have a Material
Adverse Effect on COMERICA and its Subsidiaries taken as a whole. No
investigation or review by any Governmental Entity with respect to COMERICA is
pending or, to the knowledge of COMERICA, threatened, nor has any Governmental
Entity indicated to COMERICA an intention to conduct the same, other than those
the outcome of which, as far as can be reasonably foreseen, will not have a
Material Adverse Effect on COMERICA or any Subsidiary.

Section 4.9 Litigation. Except as disclosed in the COMERICA SEC
Documents, there is no suit, action or proceeding pending or, to COMERICA's
Knowledge, threatened against or affecting COMERICA or any of its Subsidiaries
which, if adversely determined, would have a Material Adverse Effect on
COMERICA or any Subsidiary of COMERICA taken as a whole; nor is there any
judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator outstanding against COMERICA or any Subsidiary of COMERICA having,
or which, insofar as reasonably can be foreseen, in the future would have, any
such effect.

Section 4.10 Agreements with Banking Authorities. Except as set
forth on Schedule 4.10, neither COMERICA nor any subsidiary of COMERICA is a
party to any memorandum of understanding with any Governmental Entity.

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Section 4.11 Performance of Obligations. COMERICA and its
Subsidiaries have performed in all material respects all of the obligations
required to be performed by them to date and none of COMERICA nor any of its
Subsidiaries is in default under or in breach of any term or provision of any
covenant, contract, lease, indenture or any other covenant to which it is a
party, is subject or is otherwise bound, and no event has occurred that, with
the giving of notice or the passage of time or both, would constitute such
default or breach, where such default or breach would have a Material Adverse
Effect on COMERICA and its Subsidiaries, taken as a whole. To COMERICA's actual
knowledge, no party with whom COMERICA or its Subsidiaries has an agreement
that is of material importance to the business of COMERICA and its Subsidiaries
taken as a whole, is in default thereunder.

Section 4.12 Brokers and Finders. COMERICA is not a party to or
obligated under any agreement with any broker or finder relating to the
transactions contemplated hereby. COMERICA agrees to indemnify and hold
harmless METROBANK and its affiliates, and to defend with counsel selected by
METROBANK and reasonably satisfactory to COMERICA from and against any
liability, cost or expense, including attorneys' fees, incurred in connection
with a breach of this Section 4.12.

Section 4.13 Absence of Material Adverse Effect. Except as
disclosed in COMERICA SEC Documents, since January 1, 1994, the businesses of
COMERICA and its Subsidiaries have been conducted only in the ordinary course,
in the same manner as theretofore conducted, and no event or circumstance has
occurred or is expected to occur which, with the passage of time or otherwise,
had in or is likely to have a Material Adverse Effect on COMERICA.

Section 4.14 Undisclosed Liabilities. COMERICA and its
Subsidiaries have no liabilities or obligations, either accrued, contingent or
otherwise, that are material to COMERICA and its Subsidiaries taken as a whole
and that have not been: (a) reflected or disclosed in the COMERICA Financial
Statements; (b) incurred subsequent to January 1, 1994 in the ordinary course
of business; or (c) disclosed in writing to METROBANK prior to the date of this
Amended Agreement. COMERICA knows of no basis for the assertion against it or
any of its Subsidiaries of any liability, obligation or claim (including
without limitation that of any Governmental Entity) that is likely to result in
or cause a Material Adverse Effect on COMERICA and its Subsidiaries, taken as a
whole, that is not fairly reflected in the COMERICA Financial Statements.

Section 4.15 Effective Date of Representations, Warranties,
Covenants and Agreements. Each representation, warranty, covenant and
agreement of COMERICA set forth in this Amended Agreement shall be deemed to be
made on and as of the date hereof and as of the Effective Time.

Section 4.16 Disclosure in Schedules. Anything disclosed by
COMERICA or any of its Subsidiaries in the Schedules to the May Agreement shall
be considered to have been disclosed

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for purposes of all representations, warranties and covenants of such party
under this Amended Agreement.

ARTICLE 5 ADDITIONAL AGREEMENTS

Section 5.1 Access to Information, Due Diligence, etc.

5.1.1 Upon reasonable notice, METROBANK and its
subsidiaries shall allow COMERICA and HOLDINGS and their accountants, counsel
and other representatives reasonable access to its officers, employees,
properties, books, contracts, commitments and records and from the date hereof
through the Effective Time, shall furnish or provide access to COMERICA as soon
as practicable, (i) a copy of each METROBANK Filing filed since the date of
this Amended Agreement after such document has been filed with the appropriate
Governmental Entity; (ii) unless otherwise prohibited by law, a copy of each
report, schedule and other documents filed or received by it during such period
with any Regulatory Authority or the Internal Revenue Service, as to documents
other than those related to employees or customers and other than those
distributed to banks generally; (iii) as promptly as practicable following the
end of each calendar month after the date hereof, a consolidated balance sheet
of METROBANK as of the end of such month; and (iv) all other information
concerning its business, properties, assets, financial condition, results of
operations, liabilities, personnel and otherwise as COMERICA or HOLDINGS may
reasonably request.

5.1.2 Upon reasonable notice, COMERICA shall allow
to METROBANK and its accountants, counsel and other representatives such access
to its officers, employees, properties, books, contracts, commitments and
records as COMERICA provides to financial analysts in the normal course of
business and, from the date hereof through the Effective Time at METROBANK's
request, shall furnish to METROBANK as soon as practicable, a copy of each
COMERICA SEC Document filed since the date of this Amended Agreement.

5.1.3 METROBANK, HOLDINGS and COMERICA each agrees
to keep confidential and not divulge to any other party or Person (other than
to the employees, attorneys, accountants and consultants of each who have a
need to receive such information and other than as may be required by law or
the rules of the NYSE or the AMEX) any information received from the other,
unless and until such documents and other information otherwise becomes
publicly available. In the event of termination of this Amended Agreement for
any reason, the parties shall promptly return or at the election of the other
party destroy all non-public documents obtained from the other and any copies
or notes of such documents (except as otherwise required by law) and, upon the
request of the other party, confirm such destruction to the other in writing.

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Section 5.2 Shareholder Approval.

5.2.1 METROBANK shall promptly call a meeting of its
shareholders to be held at the earliest practicable date after the date on
which the initial Registration Statement is filed with the SEC, but in no event
later than October 31, 1995, for the purpose of ratifying and confirming this
Amended Agreement and authorizing the Subsidiary Merger Agreement and the
Merger. The METROBANK Board of Directors will recommend to the METROBANK
shareholders ratification and confirmation of this Amended Agreement, the
Subsidiary Merger Agreement and the Merger; provided, however, that the
METROBANK Board of Directors may withdraw such recommendation if such Board of
Directors believes in good faith that a Superior Proposal has been made and
shall have determined in good faith, after consultation with its outside legal
counsel, that the withdrawal of such recommendation is necessary for such Board
of Directors to comply with its fiduciary duties under applicable law.

5.2.2 Prior to the Effective Time of the Merger,
COMERICA, as the sole shareholder of HOLDINGS shall take all action necessary
for the consummation of the Merger by HOLDINGS.

Section 5.3 Taking of Necessary Action.

5.3.1 Subject to the terms and conditions of this
Amended Agreement, each of the parties hereto agrees, subject to applicable
laws and the fiduciary duties of METROBANK's, COMERICA's or HOLDINGS's Board of
Directors as advised in writing by counsel, to use all reasonable efforts
promptly to take or cause to be taken all action and promptly to do or cause to
be done all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Amended Agreement and the Subsidiary Merger Agreement, including, without
limitation, the delivery of any certificate or other document reasonably
requested by counsel to a party to this Amended Agreement. Without limiting
the foregoing, COMERICA, METROBANK, and HOLDINGS will use their reasonable
efforts to obtain all consents of third parties and Government Entities
necessary or, in the reasonable opinion of COMERICA and HOLDINGS or METROBANK
advisable for the consummation of the transactions contemplated by this Amended
Agreement. Without limiting the foregoing, COMERICA shall cause HOLDINGS to
take all actions necessary to execute and file the Subsidiary Merger Agreement
and to effect all transactions contemplated of HOLDINGS by this Amended
Agreement. In case at any time after the Effective Time any further action is
necessary or desirable to carry out the purposes of this Amended Agreement or
the Subsidiary Merger Agreement, or to vest the Surviving Corporation with full
title to all properties, assets, rights, approvals, immunities and franchises
of METROBANK and its Subsidiaries, the proper officers or directors of COMERICA
or METROBANK, as the case may be, shall take all such necessary action.
Notwithstanding the foregoing, nothing in this Amended Agreement shall be
construed to require

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FIRST AMENDMENT

METROBANK to take any action (or omit to take any action) which may affect the
Conversion Rate or the Agreement Date Comerica Shares, except as may be
specifically required by this Amended Agreement.

5.3.2 The obligations of METROBANK contained in
Section 6.2.5 of this Amended Agreement shall continue to be in full force and
effect despite any Default thereof by reason of receipt of a Superior Proposal
(defined below) and any Default thereof by the defaulting party shall entitle
COMERICA to such legal or equitable remedies as may be provided in this Amended
Agreement or by law notwithstanding that any action or inaction of the board of
directors or officers of the defaulting party which is required to enable such
party to fulfill such obligations may be excused based on the continuing
fiduciary obligations of such party's board of directors and officers to its
shareholders: it being understood that neither METROBANK's or HOLDINGS's
respective board of directors nor any member thereof nor any of their officers
shall be liable to COMERICA for any such action or inaction under any
circumstances whatsoever; provided further, however, that in the event of
actual payment of the liquidated damages provided for in Section 8.5 of this
Amended Agreement, METROBANK shall have no further obligations or liabilities
of any kind under this Amended Agreement and COMERICA and HOLDINGS shall have
no further obligations of any kind under this Amended Agreement.

Section 5.4 Registration Statement and Applications.

5.4.1 COMERICA and METROBANK will cooperate and
jointly prepare and file as promptly as practicable the Registration Statement,
(in which the Proxy Statement will be included as a prospectus), the
statements, applications, correspondence or forms to be filed with appropriate
State securities law regulatory authorities, and the statements, correspondence
or applications to be filed to obtain the Requisite Regulatory Approvals to
consummate the transactions contemplated by this Amended Agreement. COMERICA
will print and distribute the Proxy/Prospectus and amendments thereto at its
own expense. Each of COMERICA and METROBANK shall use all reasonable efforts
to have the S-4 declared effective under the Securities Act as promptly as
practicable after such filing, and thereafter mail the Proxy Statement to the
stockholders of METROBANK. COMERICA shall prepare and file the listing
application to be filed with the New York Stock Exchange with respect to the
COMERICA Common Stock to be issued in the Merger. Each party will furnish all
financial or other information, including accountant comfort letters relating
thereto, certificates, consents and opinions of counsel concerning it and its
Subsidiaries received by such party.

5.4.2 Each party shall provide to the other at the
request of the other party: (i) immediately prior to the filing thereof, copies
of all material statements, applications, correspondence or forms to be filed
with state securities law regulatory authorities, the SEC and other appropriate
regulatory authorities to obtain the Requisite Regulatory Approvals to
consummate

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the transactions contemplated by this Amended Agreement; provided, however,
that no approval need be obtained from any party to which such materials are
provided; and (ii) promptly after delivery to, or receipt from, such regulatory
authorities all written communications, letters, reports or other documents
relating to the transactions contemplated by this Amended Agreement.

Section 5.5 Expenses.

5.5.1 Whether or not the Merger is consummated, all
costs and expenses incurred in connection with this Amended Agreement and the
transactions contemplated hereby shall be paid by the party incurring the same,
including, without limitation, all costs associated with any registration or
filing required for resales of COMERICA Common Stock by Affiliates of
METROBANK; provided, however, that COMERICA will file on a timely basis at its
own expense the reports required by Rule 144(c) of the Securities Act.

5.5.2 In the event METROBANK fees and expenses
incurred in connection with this Amended Agreement and the transactions
contemplated by this Amended Agreement, including attorneys', accountants',
investment bankers' and any other fees, change of control payments, severance
and termination payments collectively exceed the sum of $1,400,000 in the
aggregate without the prior written approval of COMERICA (such fees
individually shall not exceed the following amounts: (i) accounting and legal
fees and investment banking expenses: $330,000; (ii) change of control
payments: $525,000; (iii) investment banking fees: $250,000 (iv) severance and
other payments: $295,000), the excess shall be deducted from METROBANK
Consolidated Net Worth as provided in the definition of METROBANK Consolidated
Net Worth. METROBANK shall use its best efforts to ensure that its attorneys,
accountants, investment bankers and other consultants engaged in connection
with the transaction contemplated by this Amended Agreement submit full and
final bills on or before the Closing Date and that all such expenses are paid
or properly accrued prior to the Closing Date.

Section 5.6 Notification of Certain Events.

5.6.1 METROBANK shall provide to COMERICA and
HOLDINGS, as soon as practicable, written notice (sent via facsimile and
overnight mail or courier) of the occurrence or failure to occur of any of the
events, circumstances or conditions that are the subject of Sections 6.1 and
6.2, which notice shall provide reasonable detail as to the subject matter
thereof.

5.6.2 COMERICA shall provide to METROBANK as soon as
practicable, (sent via facsimile and overnight mail or courier) written notice
of the occurrence or failure to occur of any of the events, circumstances or
conditions that are the subject of Section 6.3, which notice shall provide
reasonable detail as to the subject matter thereof.

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FIRST AMENDMENT

5.6.3 The parties shall promptly advise each other
in writing of any change or event which could reasonably be expected to have a
Material Adverse Effect on the business, properties, assets, financial
condition, results of operations, liabilities or personnel of any such party.

5.6.4 METROBANK shall immediately notify COMERICA in
writing in the event that METROBANK becomes aware that the Registration
Statement or Proxy Statement at any time contains any untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or that the
Registration Statement or the Proxy Statement otherwise is required to be
amended as supplemented, which notice shall specify, in reasonable detail, the
circumstances thereof. COMERICA shall promptly amend and supplement such
materials and disseminate the new or modified information so as to fully comply
with the Securities Act and applicable NYSE and AMEX rules and regulations.

Section 5.7 Environmental Assessment.

5.7.1 COMERICA and HOLDINGS shall have the right (to
the extent allowable by METROBANK, the current owner of such property or by
law) to conduct before the Closing Date, but to be commenced no later than 30
days and completed no later than 90 days after the date of the May Agreement,
at their sole expense, environmental site investigations and assessments ("Site
Assessments") covering any real property owned or leased by METROBANK
(including Other Real Estate Owned whether currently owned or previously owned
by METROBANK) or held in trust or otherwise managed by METROBANK, for the
purpose of determining whether there exists on such real property any
environmental condition which could result in any liability, cost or expense to
COMERICA, HOLDINGS, the Surviving Corporation or any other owner, user or
occupant of such property relating to Hazardous Substances or other adverse
environmental conditions. Such Site Assessment may include both above and
below the ground testing for environmental damage or the presence of Hazardous
Substances on such property as may be reasonably necessary to conduct the Site
Assessment in the opinion of the persons conducting such Site Assessment and
METROBANK shall allow such persons access to such property during normal
business hours and upon reasonable prior notice in order to permit them to
conduct the Site Assessment and shall otherwise cooperate with such persons in
connection therewith. In exercising its rights hereunder, COMERICA shall
coordinate with METROBANK to avoid unduly interfering with the conduct of
business by METROBANK and its Subsidiaries. For invasive testing (exclusive of
asbestos sampling)(e.g., soil and soil boring testing), COMERICA will first
present to METROBANK the plan of testing that is contemplated by COMERICA and
COMERICA may not conduct such testing without METROBANK's prior written
consent, which shall not be unreasonably withheld or delayed. In connection
with such inspection and testing, COMERICA shall obtain at its sole cost and
expense all permits and licenses required in connection with the performance of
such work. COMERICA shall repair any damages caused by its tests or

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FIRST AMENDMENT

inspections. COMERICA hereby agrees to defend and indemnify METROBANK for all
injuries and damages to persons or property caused by such surveys and testing
and for the cost of removing all mechanics' or materialmen's liens on the
inspected property resulting from such surveys and testing ordered by COMERICA.
As used herein, "Disclosed Matters" shall mean all information contained in the
Site Assessments obtained by COMERICA.

5.7.2 If any such Site Assessment discloses any
environmental condition which would be reasonably likely to have a Material
Adverse Effect on such real property of more than $1,000,000 in the aggregate,
COMERICA and HOLDINGS shall have the right and option to terminate this Amended
Agreement and declare it null and void pursuant to Section 8.1.9 by delivering
written notice of termination to METROBANK within thirty (30) days after the
receipt of the last such Site Assessment and including with such notice a copy
of such Site Assessment. In the event of any termination of this Amended
Agreement pursuant to this Section 5.7.2, neither party shall have any
liability to the other pursuant to Section 8.5.

5.7.3 COMERICA and HOLDINGS shall not provide any
such Site Assessment, or any non-public information contained therein, to any
third party, including any Governmental Entity, unless otherwise required to do
so by court order or order of a regulatory agency.

5.7.4 No expenditure, accrual or reserve made by
METROBANK respecting any Site Assessment, or any litigation or regulatory
proceeding arising in connection therewith or any effect on METROBANK resulting
from METROBANK's compliance with this Section 5.7, shall constitute or be
deemed to be breach, violation of or failure to satisfy any representation,
warranty, covenant, condition or other provision of this Amended Agreement or
otherwise be considered in determining whether any such breach, violation or
failure to satisfy shall have occurred. No such expenditure, accrual or
reserve made by METROBANK relating to any such Site Assessment shall be used by
the parties in the calculation of the Conversion Rate or the Agreement Date
Comerica Shares.

Section 5.8 Schedules/Closing Schedules. METROBANK has
separately delivered to COMERICA and HOLDINGS all of its Schedules to this
Amended Agreement. On the Closing Date, METROBANK shall prepare updates of the
schedules provided for in Articles 3 and 6 of this Amended Agreement and shall
deliver to COMERICA revised schedules containing the updated information (or a
certificate signed by METROBANK's Chief Executive Officer stating that there
have been no changes on the applicable schedules); and COMERICA shall prepare
and deliver to METROBANK an update of Schedule 4.10 containing updated
information (or a certificate signed by COMERICA's Vice President, Secretary or
Assistant Secretary stating that there has been no change on Schedule
4.10)(collectively, the "Closing Schedules"). The Closing Schedules shall be
dated as of the last Business Day prior to the Closing Date and shall contain
information as of the

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Last Business Day prior to the Closing Date or as of such earlier date as is
practicable in the circumstance.

Section 5.9 Intentionally Left Blank.

Section 5.10 Insurance. For a period of six years after the
Effective Time, COMERICA shall use its commercially reasonable efforts to cause
to be maintained in effect policies of directors' and officers' liability
insurance (with such coverage, terms and conditions as are no less advantageous
than the insurance presently maintained by COMERICA with respect to its
officers and directors) with respect to all matters arising from facts or
events which occurred before the Effective Time for which METROBANK or its
Subsidiaries would have had an obligation to indemnify their directors and
officers; provided, however, that in no event shall COMERICA be obligated to
expend, in order to maintain or provide insurance coverage pursuant to this
Section 5.10 any amount per annum in excess of 150% of the amount of the 1995
annual premiums paid by METROBANK for such insurance (the "Maximum Amount").
If the amount of the annual premiums necessary to maintain or procure such
insurance coverage exceeds the Maximum Amount, COMERICA shall use all
reasonable efforts to maintain the most advantageous policies of directors' and
officers' insurance obtainable for an annual premium equal to the Maximum
Amount.

Section 5.11 Additional Accruals.

5.11.1 Immediately prior to the Closing Date,
METROBANK will take, upon receipt of a written request from COMERICA to do so,
a gross charge-off to earnings in the amounts previously agreed to by the
parties to conform to COMERICA's credit loss reserve practices. Further, at
COMERICA's or HOLDINGS's request, METROBANK shall, consistent with Generally
Accepted Accounting Principles, establish such additional accruals and reserves
immediately prior to the Effective Time as may be necessary to conform
METROBANK's accounting and credit loss reserve practices and methods to those
of COMERICA and HOLDINGS or its Subsidiaries; provided, however, that no
accrual or reserve made by METROBANK pursuant to this Section 5.11.1, or any
litigation or regulatory proceeding arising out of any such accrual or reserve,
or any other effect on METROBANK resulting from METROBANK's compliance with
this Section 5.11.1, shall constitute or be deemed to be a breach, violation of
or failure to satisfy any representation, warranty, covenant, condition or
other provision of this Amended Agreement or otherwise be considered in
determining whether any such breach, violation or failure to satisfy shall have
occurred; and provided further, however, that no accrual or reserve made by
METROBANK pursuant to this Section 5.11.1 shall be used by the parties in the
calculation of the Conversion Rate or Agreement Date Comerica Shares.

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FIRST AMENDMENT

5.11.2 METROBANK shall continue to accrue bonuses
and 401k amounts in a manner consistent with METROBANK's prior practice.
Funding of the METROBANK ESOP shall be at the discretion of METROBANK.

5.11.3 METROBANK shall take all actions and accruals
necessary to ensure that the METROBANK ESOP is fully funded by December 31,
1995 and continues to be fully funded through the Effective Time.

ARTICLE 6 CONDUCT OF BUSINESS

Section 6.1 Affirmative Conduct of METROBANK. During the period
from the date of execution of the May Agreement through the Effective Time,
METROBANK agrees to carry on its business, and to cause its Subsidiaries to
carry on their businesses, in the ordinary course in substantially the manner
in which heretofore conducted, subject to changes in law applicable to all
California banks and directives from regulators, and use all commercially
reasonable efforts to preserve intact its business organization, keep available
the services of its officers and employees, (other than terminations in the
ordinary course of business) and preserve its relationship with customers,
suppliers and others having business dealings with it; and, to these ends, will
fulfill each of the following:

6.1.1 Use its commercially reasonable efforts, or
cooperate with others, to expeditiously bring about the satisfaction of the
conditions specified in Article 7 hereof, including without limitation, taking
such additional loan and OREO reserves as are necessary to fulfill the
condition set forth in Section 7.2.5; provided, however, that in the event
METROBANK has not taken such action, the parties will compute the METROBANK
Consolidated Net Worth and the Conversion Rate on a pro forma basis to include
such necessary additional reserves;

6.1.2 Advise COMERICA promptly in writing of any
change that would have a Material Adverse Effect on METROBANK's capital
structure, financial condition, assets, results of operations, business or
prospects of METROBANK or of any matter which would make the representations
and warranties set forth in Article 3 hereof not true and correct in any
material respect as of the effective date of the Registration Statement and at
the Effective Time;

6.1.3 Keep in full force and effect all of the
existing material permits and licenses of METROBANK and its Subsidiaries;

6.1.4 Use its commercially reasonable efforts to
maintain insurance or bonding coverage on all material properties for which it
is responsible and on its business operations, and carry not less than the same
coverage for fidelity, public liability, personal injury, property damage and
other risks equal to that which is in effect as of the date of the May
Agreement; and

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notify COMERICA in writing promptly of any facts or circumstances which could
affect METROBANK and its Subsidiaries' ability to maintain such insurance or
bonding coverage;

6.1.5 Perform its contractual obligations and not
become in default on any of such obligations, and not amend, modify, or, except
as they may be terminated in accordance with their terms, terminate any
material contract, agreement, understanding, commitment, or offer, whether
written or oral, (collectively referred to as an "Understanding") or materially
default in the performance of any of its obligations under any Understanding
where such default would have a Material Adverse Effect on METROBANK;

6.1.6 Duly observe and conform to all legal
requirements applicable to its business, except for any failure to so observe
and conform, that would not, individually or in the aggregate, and, in the
future will not, have a Material Adverse Effect on METROBANK;

6.1.7 Duly and timely file as and when due all
reports and Returns required to be filed with any Governmental Entity;

6.1.8 Maintain its assets and properties in good
condition and repair, normal wear and tear excepted;

6.1.9 Promptly advise COMERICA in writing of any
event or any other transaction within METROBANK's Knowledge whereby any Person
or related group of Persons acquires, after the date of the May Agreement,
directly or indirectly, record or beneficial ownership (as defined in Rule
13d-3 promulgated by the SEC pursuant to the Exchange Act) control of 5% or
more of the outstanding shares of METROBANK Common Stock prior to the record
date fixed for the METROBANK shareholders' meeting or any adjourned meeting
thereof to approve the transactions contemplated herein;

6.1.10 Charge off, in a manner consistent with past
practices (which amount shall equal at least $5,100,000, (gross, exclusive of
recoveries), for the year ended on December 31, 1995, except to the extent the
amount otherwise not charged off is added to the minimum amount of reserves for
possible loan losses required by Section 7.2.5), all loans, receivables and
other assets, or portions thereof, deemed uncollectible in accordance or
consistent with Generally Accepted Accounting Principles, regulatory accounting
principles, applicable law or regulation, or classified as "loss" or as
directed by any regulatory authority, unless such classification or direction
has been disregarded in good faith and METROBANK has submitted in writing to
such regulatory authority the basis upon which it has so disregarded such
classification or direction; and maintain the allowance for loan losses of
METROBANK at a level which is adequate to provide for all known and reasonably
expected losses on assets outstanding and other inherent risks in METROBANK's
loan portfolio;

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FIRST AMENDMENT

6.1.11 Furnish to COMERICA, as soon as practicable,
and in any event within fifteen days after it is prepared; (i) a copy of any
report submitted to the board of directors of METROBANK and access to the
working papers related thereto, provided, however, that METROBANK need not
furnish COMERICA any materials relating to METROBANK's rights and obligations
under this Amended Agreement or any agreement or instrument delivered pursuant
to this Amended Agreement, including, without limitation, communications of
METROBANK's legal counsel regarding METROBANK's rights against and obligations
to COMERICA or its Affiliates under this Amended Agreement or books, records
and documents covered by the attorney-client privilege, or which are attorneys'
work product, (ii) copies of all material reports, renewals, filings,
certificates, statements, correspondence and other documents specific to
METROBANK or filed with or received from the SEC, Federal Reserve Board, any
Federal Reserve Bank, the FDIC, the California State Banking Department or any
Governmental Entity; (iii) monthly unaudited balance sheets, statements of
income and changes in shareholders' equity for METROBANK and its Subsidiaries
and quarterly unaudited consolidated and consolidating balance sheets,
statements of income and changes in shareholders' equity for METROBANK, in each
case prepared on a basis consistent with past practice, and (iv) such other
reports as COMERICA may reasonably request (which are otherwise deliverable
under this Section 6.1.11) relating to METROBANK. Each of the financial
statements of METROBANK and delivered pursuant to this subsection 6.1.11 shall
be accompanied by a certificate of the Chief Financial Officer of METROBANK to
the effect that such financial statements fairly present the financial
information presented therein of METROBANK, for the periods covered, subject to
recurring adjustments normal in nature and amount, necessary for a fair
presentation and are prepared on a basis consistent with past practice;

6.1.12 METROBANK agrees that through the Effective
Time, as of their respective dates, (i) each METROBANK Filing will be true and
complete in all material respects; and (ii) each METROBANK Filing will comply
in all material respects with all of the statutes, rules and regulations
enforced or promulgated by the Governmental Entity with which it will be filed
and none will contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they will be
made, not misleading. Any financial statement contained in any of such
METROBANK Filings that is intended to present the financial position of the
entities or entity during the periods involved to which it relates will fairly
present in all material respects the financial position of such entities or
entity and will be prepared in accordance with Generally Accepted Accounting
Principles or consistent with applicable banking regulations, except as stated
therein;

6.1.13 Maintain reserves for contingent liabilities
in accordance with Generally Accepted Accounting Principles and consistent with
past practices;

6.1.14 Promptly notify COMERICA of the filing of any
litigation, or the filing of any governmental or regulatory action, including
any investigation or notice of

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FIRST AMENDMENT

investigation, or similar proceeding or notice of any material claims against
METROBANK or any of its assets;

6.1.15 Review within three months of the date of the
May Agreement all files relating to loans in the principal amount of more than
$25,000 originated by National Bank of Long Beach and advise COMERICA promptly
in writing of the discovery of any defect in such loan files or any evidence in
such files relating to any environmental condition that could exist on any real
property securing any such loan;

6.1.16 Inform COMERICA of the amounts and
categories of any loans, leases or other extensions of credit that have been
classified by any bank regulatory authority or by any unit of METROBANK as
"Specially Mentioned," "Renegotiated," "Substandard," "Doubtful," "Loss" or any
comparable classification ("Classified Credits"). METROBANK will furnish to
COMERICA, as soon as practicable, and in any event within fifteen days after
the end of each calendar month, schedules including the following: (i)
Classified Credits by type (including each credit in an amount equal to or
greater than $25,000), and its classification category; (ii) nonaccrual credits
by type (including each credit in an amount equal to or greater than $25,000),
(iii) renegotiated loans (loans on which interest has been renegotiated to
lower than market rates because of the financial condition of the borrowers) by
type, (iv) delinquent credits by type (including each delinquent credit in an
amount equal to or greater than $25,000), including an aging into 30-89 and 90+
day categories; (v) loans or leases charged off, in whole or in part, during
the previous month by type (including each such loan or lease in an amount
equal to or greater than $25,000); and (vi) other real estate or assets owned
stating with respect to each its type;

6.1.17 Furnish to COMERICA, upon COMERICA's request,
schedules with respect to the following: (i) participating loans and leases,
stating, with respect to each, whether it is purchased or sold, the loan or
lease type; (ii) loans or leases (including any commitments) by METROBANK to
any METROBANK or any Subsidiary's director, officer at or above the Vice
President level, or shareholder holding 5% or more of the capital stock of
METROBANK, including with respect to each such loan or lease the identity and,
to the best knowledge of METROBANK the relation of the borrower to METROBANK,
the loan or lease type and the outstanding and undrawn amounts; and (iii)
standby letters of credit, by type, (including each letter of credit in a face
amount equal to or greater than $25,000); and

6.1.18 Furnish to COMERICA copies of each credit
authorization package, consisting of all applications for and financial
information regarding loans, renewals of loans or other extensions of credit of
$500,000 or more (on a non-cumulative basis), which are approved by METROBANK
after the date of the May Agreement, within ten Business Days of preparation of
such packages.

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FIRST AMENDMENT

Section 6.2 Negative Covenants of METROBANK. During the period
from the date of execution of the May Agreement through the Effective Time,
METROBANK agrees (except to the extent COMERICA agrees in writing) that it
shall not:

6.2.1 (i) declare or pay any dividend on or make any
other distribution in respect of any of its capital stock other than regular
quarterly dividends in an amount not to exceed $0.15 per share; (ii) split,
combine or reclassify any of its capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution
for shares of its capital stock; or (iii) repurchase or otherwise acquire any
shares of its capital stock, other than through customary repossession or for
the purpose of funding the METROBANK ESOP.

6.2.2 take any action that would result in any of
the representations and warranties set forth in the Agreement becoming untrue
in any material respect or in any of the conditions to the Merger set forth in
Article 7 not being satisfied, except to the extent such actions are undertaken
in accordance with applicable law, regulation or at the direction of any
Regulatory Authority;

6.2.3 except as specifically contemplated by the
METROBANK Stock Options or the Stock Option Agreement or Regulatory Stock
Sales, issue, deliver or sell, authorize the issuance, delivery or sale of or
purchase any shares of its capital stock or any class of securities convertible
into capital stock, or rights, warrants or options, including options under any
stock option plans;

6.2.4 amend its Certificate of Incorporation or
bylaws, except as required by applicable law or by the terms of this Amended
Agreement;

6.2.5 except in connection with Regulatory Stock
Sales, authorize or knowingly permit any of its representatives, directly or
indirectly, to solicit or encourage any Acquisition Proposal (as hereinafter
defined) or participate in any discussions or negotiations with, or provide any
nonpublic information to, any Person or group of Persons (other than COMERICA,
HOLDINGS and their representatives) concerning any such solicited Acquisition
Proposal. METROBANK shall notify COMERICA immediately if an inquiry regarding
an Acquisition Proposal is received by METROBANK, including the terms thereof.
For purposes of this Section 6.2.5, "Acquisition Proposal" shall mean any (i)
proposal pursuant to which any Person other than COMERICA or HOLDINGS would
acquire or participate in a merger or other business combination involving
METROBANK; (ii) proposal by which any Person or group, other than COMERICA or
HOLDINGS, would acquire the right to vote ten percent (10%) or more of the
capital stock of METROBANK entitled to vote thereon for the election of
directors; (iii) acquisition of the assets of METROBANK other than in the
ordinary course of business; or (iv) acquisition in excess of ten percent (10%)
of the outstanding capital stock of METROBANK, other than as contemplated by
this

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FIRST AMENDMENT

Amended Agreement. Notwithstanding the foregoing, nothing contained in this
Amended Agreement shall prevent METROBANK or its Board of Directors from (A)
furnishing non-public information to, or entering into discussions or
negotiations with, any person or entity in connection with an unsolicited bona
fide written Acquisition Proposal by such person or entity or recommending an
unsolicited bona fide written Acquisition Proposal to the shareholders of
METROBANK, if and only to the extent that (1) the Board of Directors of
METROBANK believes in good faith (after consultation with and the concurrence
of its financial advisor) that such Acquisition Proposal would, if consummated,
result in a transaction materially more favorable to METROBANK's shareholders
from a financial point of view than the transaction contemplated by this
Amended Agreement (any such more favorable Acquisition Proposal being referred
to in this Amended Agreement as a "Superior Proposal") and the METROBANK Board
of Directors determined in good faith after consultation with its outside legal
counsel that such action is necessary for METROBANK to comply with its
fiduciary duties to shareholders under applicable law and (2) prior to
furnishing such non-public information to, or entering into discussions or
negotiations with, such person or entity, the METROBANK Board of Directors
received from such person or entity an executed confidentiality agreement, with
terms no more favorable to such party than those contained in the
Confidentiality Agreement between METROBANK and COMERICA, (B) complying with
Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition
Proposal, or (C) effecting Regulatory Stock Sales;

6.2.6 acquire or agree to acquire by merging,
consolidating with, or by purchasing a substantial portion of the assets of, or
in any other manner, any business or any Person or otherwise acquire or agree
to acquire any assets which are material, on a consolidated basis, to
METROBANK, other than in the ordinary course of business consistent with prior
practice;

6.2.7 sell, lease or otherwise dispose of any of its
assets which are material, individually or in the aggregate, to METROBANK,
except in the ordinary course of business consistent with prior practice;

6.2.8 incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities of
METROBANK or any subsidiary thereof or guarantee any debt securities of others
other than in the ordinary course of business consistent with prior practice
and other than in connection with Regulatory Stock Sales, provided, however,
that METROBANK will provide COMERICA with the opportunity of exploring the
possibility of providing such capital to METROBANK concurrently with accessing
the markets for such additional capital.

6.2.9 except in connection with Regulatory Stock
Sales, enter into any Understanding, except (A) deposits incurred, and
short-term debt securities (obligations maturing within one year) issued, in
the ordinary course of business and consistent with prior practice, and

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FIRST AMENDMENT

liabilities arising out of, incurred in connection with, or related to the
consummation of this Amended Agreement, (B) commitments to make loans or other
extensions of credit in the ordinary course of business and consistent with
prior practice; (C) commitments to act as trustee or agent in the ordinary
course of business and consistent with prior practice; and (D) loan sales in
the ordinary course of business, without any recourse, provided that no
commitment to sell loans shall extend beyond the Effective Time; and (E) any
Understanding that has a value of less than $100,000 and a term of not more
than one year;

6.2.10 make or enter into a commitment to make any
loan or other extension of credit, or enter into any commitment to make any
loan or other extension of credit, to any METROBANK or Subsidiary director,
officer or employee except in accordance with practice or policy in existence
on the date of this Amended Agreement;

6.2.11 except in the ordinary course of business and
consistent with prior practice or as required by an existing contract or
disclosed in Schedule 6.2.11, grant any general or uniform increase in the
rates of pay of employees or employee benefits or any increase in salary or
employee benefits of any officer, employee or agent or pay any bonus to any
Person (except that METROBANK may pay up to 75% of the accrual for compensation
in the year in which the liability therefore is accrued);

6.2.12 sell, transfer, mortgage, encumber or
otherwise dispose of any assets or other liabilities except in the ordinary
course of business and consistent with prior practice or as required by any
existing contract;

6.2.13 make its credit underwriting policies,
standards or practices relating to the making of loans and other extensions of
credit, or commitments to make loans and other extensions of credit, less
stringent than those in effect on March 31, 1995;

6.2.14 make any capital expenditures, or commitments
with respect thereto, except those in the ordinary course of business which do
not exceed $50,000 individually or $300,000 in the aggregate;

6.2.15 except as provided in Schedule 6.2.15, renew
or extend any existing employment contract or agreement, enter into any new
employment contract or agreement or make special or extraordinary payments to
any Person without the prior written consent of COMERICA;

6.2.16 except in the ordinary course of business
consistent with prior practice, make any material investments, by purchase of
stock or securities, contributions of capital, property transfers, purchases of
any property or assets or otherwise, in any other individual, corporation or
other entity;

50
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FIRST AMENDMENT

6.2.17 except as otherwise required to correct a
prior filing, compromise or otherwise settle or adjust any assertion or claim
of a deficiency in taxes (or interest thereon or penalties in connection
therewith) or file any appeal from an asserted deficiency except in a form
previously approved by COMERICA in writing or file or amend any federal,
foreign or state tax return or report or make any tax election or change any
method or period of accounting unless required by generally accepted accounting
principles or applicable law;

6.2.18 except as contemplated in this Amended
Agreement, terminate any Employee Plan or Benefit Arrangement, other than
Employee Plans or Benefit Arrangements to be terminated in connection with
METROBANK's acquisition of National Bank of Long Beach;

6.2.19 change its fiscal year or methods of
accounting in effect at March 31, 1995, except as required by changes in
Generally Accepted Accounting Principles as concurred to by METROBANK's
independent auditors;

6.2.20 take or cause to be taken any action which
would disqualify the Merger as a "reorganization" within the meaning of Section
368(a) of the IRC.

6.2.21 take or cause to be taken into other real
estate owned any property without (i) an environmental report reporting no
adverse environmental condition on such property, with a copy of such report
delivered to COMERICA and HOLDINGS prior to taking such property into other
real estate owned; and (ii) the written consent of COMERICA or HOLDINGS, which
shall not be unreasonably withheld.

Section 6.3 Conduct of COMERICA. During the period from the date
of execution of the May Agreement through the Effective Time, COMERICA agrees
(except to the extent METROBANK shall otherwise consent in writing) to do the
following:

6.3.1 Use its commercially reasonable efforts, or
cooperate with others, to expeditiously bring about the satisfaction of the
conditions specified in Article 7 hereof;

6.3.2 Not take any action that would or might result
in any of the representations and warranties set forth in the Agreement
becoming untrue or in any of the conditions to the Merger set forth in Article
7 not being satisfied, except to the extent such actions are undertaken in
accordance with applicable law, regulation or at the direction of any
regulatory authority; and

6.3.3 Not take or cause to be taken any action which
would disqualify the Merger as a "reorganization" within the meaning of Section
368(a) of the IRC as a tax free reorganization.

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FIRST AMENDMENT

ARTICLE 7 CONDITIONS PRECEDENT TO CLOSING

Section 7.1 Conditions to the Parties' Obligations. The
obligations of all the parties to this Amended Agreement to effect the Merger
shall be subject to the fulfillment of the following conditions:

7.1.1 This Amended Agreement, the Subsidiary Merger
Agreement and the Merger shall have been validly ratified and confirmed or
authorized by the holders of a majority of the outstanding METROBANK Common
Stock entitled to vote.

7.1.2 All permits, approvals and consents required
to be obtained, and all waiting periods required to expire, prior to the
consummation of the Merger under applicable federal laws of the United States
or applicable laws of any state having jurisdiction over the transactions
contemplated by the Stock Option Agreement or the Merger shall have been
obtained or expired, as the case may be (all such permits, approvals and
consents and the lapse of all such waiting periods being referred to as the
"Requisite Regulatory Approvals"), without the imposition of any condition
which in the reasonable judgment of any party is materially burdensome upon
METROBANK COMERICA, HOLDINGS, their respective Affiliates or the Surviving
Corporation.

7.1.3 There shall not be any action taken, or any
statute, rule, regulation or order enacted, entered, enforced or deemed
applicable to the Merger, by any Governmental Entity which: (i) makes the
consummation of the Merger illegal; (ii) requires the divestiture by COMERICA
of any material Subsidiary or of a material portion of the business of
COMERICA; or (iii) imposes any condition upon COMERICA, HOLDINGS or their
Subsidiaries (other than general provisions of law applicable to all banks and
bank holding companies) which in the judgment of COMERICA or HOLDINGS would be
materially burdensome.

7.1.4 The Registration Statement shall become
effective under the Securities Act and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and shall
remain in effect. No legal, administrative, arbitration, investigatory or
other proceeding by any Governmental Entity shall have been instituted and, at
what would otherwise have been the Effective Time, remain pending by or before
any Governmental Entity to restrain or prohibit the transactions contemplated
hereby.

7.1.5 The shares of COMERICA Common Stock
deliverable pursuant to this Amended Agreement shall have been duly authorized
for listing, subject to notice of issuance, on the New York Stock Exchange.

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FIRST AMENDMENT

7.1.6 COMERICA and METROBANK shall have received an
opinion from counsel to COMERICA dated the Effective Time, subject to
assumptions and exceptions normally included, and in form and substance
reasonably satisfactory to COMERICA and METROBANK to the effect that the Merger
will be treated for federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the IRC and that COMERICA and METROBANK will each
be a party to that reorganization within the meaning of Section 368(b) of the
IRC.

7.1.7 COMERICA, HOLDINGS and METROBANK shall have
received from each of Ernst & Young, L.L.P. and Arthur Andersen, L.L.P.,
letters, dated the effective date of the Registration Statement and the
Effective Time, in form and substance satisfactory to COMERICA, HOLDINGS and
METROBANK and customary in scope and substance for letters delivered by
independent public accountants in connection with registration statements
similar to the Registration Statement.

7.1.8 COMERICA, HOLDINGS, and METROBANK shall
receive opinions of their respective counsel addressed to the parties and dated
the date the Registration Statement becomes effective and the date of the
shareholders meeting to the effect that the Registration Statement and the
Proxy Statement and any amendments and supplements thereto (except for the
financial statements and notes thereto and other financial, statistical and
accounting data included in, incorporated by reference in or which should have
been included in or incorporated by reference in the Registration Statement or
the Proxy Statement as to which they need express no opinion) in substantially
the forms previously agreed to by the parties.

7.1.9 No action, suit or proceeding shall have been
instituted or threatened before any court or governmental body seeking to
challenge or restrain the transactions contemplated by this Amended Agreement
or the Stock Option Agreement which presents a substantial risk that such
transactions will be restrained or that either party hereto may suffer material
damages or other relief as a result of consummating such transactions.

7.1.10 In the event the Closing has not occurred
prior to February 1, 1996, METROBANK shall have received a bring-down dated
January 31, 1996 of the opinion of J.P. Morgan & Co., Incorporated delivered
pursuant to Section 7.3.3, which bring-down shall be reasonably acceptable to
the Board of Directors of METROBANK and confirm that the Conversion Rate is
fair to METROBANK's shareholders from a financial point of view.

Section 7.2 Conditions to COMERICA's and HOLDINGS's Obligations.
The obligations of COMERICA and HOLDINGS to effect the Merger shall be subject
to the fulfillment (or waiver by COMERICA and HOLDINGS) of the following
conditions:

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FIRST AMENDMENT

7.2.1 Except as otherwise provided in this Section
7.2, (a) the representations and warranties of METROBANK contained in Article 3
shall be true in all material respects as of the Effective Time as though made
at the Effective Time, except to the extent they expressly refer to an earlier
time and except where the failure to be true, individually or in the aggregate,
would not have or would not be reasonably likely to have, a Material Adverse
Effect on METROBANK or upon the consummation of the transactions contemplated
hereby; (b) METROBANK shall have duly performed and complied in all material
respects with all agreements and covenants required by this Amended Agreement
to be performed or complied with by it prior to or at the Effective Time,
except where the failure to so perform and comply, individually or in the
aggregate, would not have or would not be reasonably likely to have, a Material
Adverse Effect on METROBANK or upon the consummation of the transactions
contemplated hereby; (c) none of the events or conditions entitling COMERICA to
terminate this Amended Agreement under Article 8 shall have occurred and be
continuing; and (d) METROBANK shall have delivered to COMERICA a certificate
dated the date of the Effective Time and signed by its Chief Executive Officer
to the effect set forth in subsections 7.2.1 (a), (b) and (c).

7.2.2 Any consent required for the consummation of
the Merger under any agreement, contract or license to which METROBANK is a
party or by or under which it is bound or licensed, the withholding of which
might have a Material Adverse Effect on COMERICA or METROBANK or the
transactions contemplated by this Amended Agreement shall have been obtained.

7.2.3 COMERICA shall have received the Closing
Schedules and such Closing Schedules shall not reflect any item that was not on
the schedules delivered pursuant to the May Agreement that would have or would
be reasonably likely to have, a Material Adverse Effect on METROBANK or upon
the consummation of the transactions contemplated hereby.

7.2.4 The consummation of the Merger shall not be
prohibited under Section 3(d) of the BHCA or other applicable law as a result
of the relocation to or establishment in a state other than California of any
offices or operations of METROBANK.

7.2.5 METROBANK'S reserve for possible loan losses
on the last day of the month immediately preceding the month in which the
Closing Date occurs, shall be at least the greater of $17,000,000 or 2.1% of
the average of METROBANK's total outstanding gross loans for the month ending
on that date (the "Preliminary Loan Loss Reserve"); adjusted as follows:

(a) The following additions will be made
to the Preliminary Loan Loss Reserve:

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FIRST AMENDMENT

(i) $.30 for each dollar of
Non-Performing Assets on the Determination Date in excess of $18,000,000, and

(ii) if gross charge-offs are less
than $5,100,000, the difference between gross charge-offs and $5,100,000 for
the period January 1, 1995 through the earlier of December 31, 1995 or the
Closing Date.

(b) The following deductions will be
made to the Preliminary Loan Loss Reserve:

(i) $.30 for each dollar of Non-
Performing Assets on the Determination Date under $18,000,000, and

(ii) the amount of any specific reserve
in excess of $25,000 allocated to a classified loan in the April 1995 loan loss
reserve allocation report identified in Schedule 7.2.5, to the extent such
classified loans are disposed of prior to the Determination Date.

Notwithstanding the foregoing adjustments, in no event shall METROBANK's
reserve for possible loan losses be less than 1.5% of the average of
METROBANK's total loans for the month ended prior to the Determination Date.
METROBANK's reserve for OREO losses shall be $1,000,000, except to the extent
METROBANK writes down the portfolio of OREO in existence as of the date of this
Amended Agreement. The calculation of all reserves pursuant to this Section
7.2.5 shall not include any additional reserves made at COMERICA's request
pursuant to Section 5.11.

7.2.6 METROBANK's Non-Performing Assets outstanding
on the last day of the month immediately preceding the Effective Time shall be
no more than $30,000,000.

7.2.7 Between the date of the May Agreement and the
Effective Time, no event or circumstance shall have occurred which had a
Material Adverse Effect on METROBANK or its Subsidiaries, and COMERICA shall
have received a certificate signed on behalf of METROBANK by the President or
Chief Executive Officer of METROBANK to such effect.

7.2.8 COMERICA shall have received from Arthur
Andersen, L.L.P., letters dated the Effective Time, after customary review but
without audit in form and substance satisfactory to COMERICA, (i) certifying
that the conditions set forth in subsections 7.2.5 and 7.2.6 have been
satisfied and (ii) setting forth, as of the Business Day immediately prior to
the Closing Date, (A) METROBANK Consolidated Net Worth; (B) Fully Diluted
METROBANK Common Stock; (C) METROBANK's reserve for possible loan losses; and
(D) the amount of METROBANK's Non-Performing Assets.

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FIRST AMENDMENT

7.2.9 COMERICA shall have received from its legal
counsel an opinion regarding securities matters in form and substance customary
for transactions of the type contemplated by this Amended Agreement and
reasonably satisfactory to COMERICA.

7.2.10 COMERICA shall have received from legal
counsel to METROBANK an opinion as to securities and corporate matters in form
and substance customary for transactions of this nature and reasonably
satisfactory to COMERICA.

7.2.11 [Intentionally Left Blank].

7.2.12 Counsel for COMERICA shall have approved, in
the exercise of counsel's reasonable discretion, the validity of all
transactions herein contemplated, as well as the form and substance of all
opinions, certificates, instruments of transfer and other documents to be
delivered to COMERICA hereunder or that are reasonably requested by such
counsel.

7.2.13 [Intentionally Left Blank].

7.2.14 The sale of the COMERICA Common Stock
resulting from the Merger shall have been qualified or registered with the
appropriate State securities law or "blue sky" regulatory authorities of all
States in which qualification or registration is required under the State
securities laws, and such qualifications or registrations shall not have been
suspended or revoked.

7.2.15 [Intentionally Left Blank].

7.2.16 None of METROBANK or any of its Subsidiaries
shall be subject to any memorandum of understanding, cease and desist order, or
other agreement with any Governmental Entity restricting the conduct of
METROBANK's and its Subsidiaries' business, prospects and operations, so as to
have a Material Adverse Effect, other than respecting capital commitments
related to METROBANK's acquisition of National Bank of Long Beach.

7.2.17 [Intentionally Left Blank].

7.2.18 [Intentionally Left Blank].

7.2.19 [Intentionally Left Blank].

7.2.20 [Intentionally Left Blank].

7.2.21 [Intentionally Left Blank].

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FIRST AMENDMENT

7.2.22 The total number of shares of COMERICA Common
Stock that shall be issuable pursuant to the terms of this Amended Agreement
under any computation shall not be greater than 4,806,710 shares, subject to
adjustment as appropriate to reflect any recapitalization, reorganization,
reclassification, split-up, merger, consolidation, exchange, stock or other
dividend or distribution (other than regular quarterly cash dividends) made,
declared or effective with respect to the COMERICA Common Stock between the
date of the May Agreement and the Effective Time.

7.2.23 COMERICA shall have received a fully executed
non-competition agreement in substantially the form attached as Exhibit 7.2.23
to this Amended Agreement.

Section 7.3 Conditions to METROBANK's Obligations. The obligation
of METROBANK to effect the Merger shall be subject to the fulfillment of the
following conditions:

7.3.1 Except as otherwise provided in this Section
7.3, (a) the representations and warranties of COMERICA and HOLDINGS contained
in Article 4 shall be true in all material respects as of the Effective Time as
though made at the Effective Time, except to the extent they expressly refer to
an earlier time and except where the failure to be true, individually or in the
aggregate, would not have or would not be reasonably likely to have, a Material
Adverse Effect on COMERICA or HOLDINGS or upon the consummation of the
transactions contemplated hereby; (b) COMERICA and HOLDINGS shall have duly
performed and complied in all material respects with all agreements and
covenants required by this Amended Agreement to be performed or complied with
by them prior to or at the Effective Time, except where the failure to so
perform and comply, individually or in the aggregate, would not have or would
not be reasonably likely to have, a Material Adverse Effect on COMERICA or
HOLDINGS or upon the consummation of the transactions contemplated hereby; (c)
none of the events or conditions entitling METROBANK to terminate this Amended
Agreement under Article 8 shall have occurred and be continuing; and (d)
COMERICA and HOLDINGS shall each have delivered to METROBANK certificates dated
the date of the Effective Time and signed by a duly authorized officer to the
effect set forth in subsections 7.3.1 (a), (b) and (c).

7.3.2 Counsel for METROBANK shall have approved, in
the exercise of counsel's reasonable discretion, the validity of all
transactions herein contemplated, as well as the form and substance of all
opinions, certificates, instruments of transfer and other documents to be
delivered to METROBANK hereunder or reasonably requested by such counsel.

7.3.3 Prior to the mailing of the Prospectus/Proxy
Statement to the shareholders of METROBANK, METROBANK shall have received an
opinion of J.P. Morgan & Co., Incorporated dated the date of the
Prospectus/Proxy Statement, to the effect that, as of such date, the Conversion
Rate is fair to METROBANK's shareholders from a financial point of view.

57
<PAGE> 195

FIRST AMENDMENT

7.3.4 There shall not have been any change in the
consolidated financial condition, aggregate net assets, shareholders' equity,
business, or operating results of COMERICA and its Subsidiaries taken as a
whole, from April 30, 1995 to the Effective Time that results in a Material
Adverse Effect as to COMERICA and its Subsidiaries.

ARTICLE 8 TERMINATION, AMENDMENTS AND WAIVERS

Section 8.1 Termination. This Amended Agreement may be terminated
at any time prior to the Effective Time, whether before or after approval by
the shareholders of METROBANK:

8.1.1 by mutual consent of the Boards of Directors
of METROBANK, HOLDINGS and COMERICA;

8.1.2 by any of COMERICA, METROBANK or HOLDINGS upon
the failure to satisfy any conditions specified in Section 7.1 if such failure
is not caused by any action or inaction of the party requesting termination of
this Amended Agreement;

8.1.3 by any of METROBANK, HOLDINGS or COMERICA if
the Effective Time shall not have occurred by the close of business on March
10, 1996, provided such failure to close shall not have been caused by the
breach of this Amended Agreement by the terminating party;

8.1.4 by COMERICA if an Acquisition Event shall have
occurred;

8.1.5 by any of METROBANK, HOLDINGS or COMERICA if
there shall have been a material breach of any of the representations or
warranties set forth in this Amended Agreement on the part of the other party,
which breach, in the reasonable opinion of the non-breaching party, by its
nature cannot be cured prior to the Closing and which breach would, in the
reasonable opinion of the non- breaching party, individually or in the
aggregate, have, or be reasonably likely to have, a Material Adverse Effect on
the breaching party or upon the consummation of the transactions contemplated
hereby;

8.1.6 by any of METROBANK, HOLDINGS or COMERICA if
this Amended Agreement, the Subsidiary Agreement and the Merger are not
ratified and approved by METROBANK's shareholders;

8.1.7 by METROBANK after the occurrence of a Default
by COMERICA or HOLDINGS and the continuance of such failure for a period of 20
Business Days after written notice of such Default, which failure to perform,
in the reasonable opinion of METROBANK and cannot be cured prior to the
Closing.

58
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FIRST AMENDMENT

8.1.8 by COMERICA or HOLDINGS after the occurrence
of a Default by METROBANK which results in a Material Adverse Effect on
METROBANK and the continuance of such failure for a period of 20 Business Days
after written notice of such Default, which failure to perform, in the
reasonable opinion of COMERICA and HOLDINGS cannot be cured prior to the
Closing.

8.1.9 by COMERICA in accordance with the provisions
of 5.7.2 of this Amended Agreement;

8.1.10 by COMERICA if METROBANK shall have breached
Section 5.9.

8.1.11 by COMERICA if the METROBANK Board of
Directors does not publicly recommend in the Proxy Statement that METROBANK's
shareholders approve and adopt this Amended Agreement, or if after recommending
in the Proxy Statement that shareholders ratify and confirm this Amended
Agreement, the METROBANK Board of Directors shall have withdrawn, modified or
amended such recommendation in any respect materially adverse to COMERICA or if
the Board of Directors does not call and hold the shareholders' meeting as
provided in Section 5.2.1;

8.1.12 by METROBANK upon the failure to satisfy any
conditions specified in Section 7.3;

8.1.13 by COMERICA and HOLDINGS upon the failure to
satisfy any conditions specified in Section 7.2.

8.1.14 [Intentionally Left Blank].

8.1.15 [Intentionally Left Blank].

8.1.16 by METROBANK upon (i) the occurrence of an
event of force majeure that results or is reasonably expected by METROBANK to
result in an after-tax loss to METROBANK of more than $5,000,000 on an after
tax basis (for purposes of this Amended Agreement, an event of force majeure
shall include only the following: earthquake, flood, riot, terrorism, war,
tidal wave, fire or explosion); or (ii) the recording of any expenditure,
accrual or reserve or other accounting entry of more than $5,000,000 on an
after tax basis, required to account for a liability or loss attributable to
National Bank of Long Beach and METROBANK has rights of indemnity with respect
thereto under the Stock Purchase Agreement by and between Topdanmark Bank A/S,
AKTIV Bank Holding Company, National Bank of Long Beach and METROBANK dated as
of August 31, 1994, as amended.

59
<PAGE> 197

FIRST AMENDMENT

8.1.17 By METROBANK in the event METROBANK is
required by a Governmental Authority (including by reason of commitments made
by METROBANK in connection with its acquisition of National Bank of Long Beach)
to effect Regulatory Stock Sales, and COMERICA does not provide such required
capital to METROBANK by purchasing METROBANK Common stock within 30 days
following COMERICA's receipt of written notification of the required Regulatory
Stock Sales from METROBANK. The purchase price of the METROBANK Common Stock
shall be determined in the same manner as under the Stock Option Agreement.

Section 8.2 Effect of Termination; Survival. Except as provided
in Section 8.5, no termination of this Amended Agreement as provided in Section
8.1 for any reason or in any manner shall release, or be construed as so
releasing, any party hereto from its obligations pursuant to Sections 5.1.3,
5.5, 5.7, 8.5 or 9.5 hereof or from any liability or damage to any other party
hereto arising out of, in connection with or otherwise relating to, directly or
indirectly, said party's material breach, Default or failure in performance of
any of its covenants, agreements, duties or obligations arising hereunder, or
any breaches of any representation or warranty contained herein arising prior
to the date of termination of this Amended Agreement.

Section 8.3 Amendment. This Amended Agreement may be amended by
the parties hereto, by action taken by METROBANK's board of directors or the
duly authorized committees thereof, and the duly authorized officers or boards
of directors of COMERICA and HOLDINGS at any time before or after approval
hereof by the shareholders of METROBANK; provided, however, that after any such
approval by the shareholders, no amendment shall be made which by law requires
further approval by such shareholders without such further approval.

Section 8.4 Waiver. Any term or provision of this Amended
Agreement may be waived in writing at any time by the party which is, or whose
shareholders are, entitled to the benefits thereof.

Section 8.5 Liquidated Damages; Cancellation Fee.

8.5.1 Provided COMERICA has not exercised its stock
option pursuant to the Stock Option Agreement:

(a) in the event of the termination of
this Amended Agreement by COMERICA and the occurrence of an Acquisition Event,
then METROBANK shall pay to COMERICA $6,000,000;

(b) [Intentionally Left Blank].

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FIRST AMENDMENT

(c) in the event of the termination of
this Amended Agreement by COMERICA pursuant to (A) Section 8.1.6 (No
Shareholder Approval), or (B) 8.1.11 (no METROBANK board recommendation or
withdrawal, modification or amendment of such recommendation in a manner
materially adverse to COMERICA), or (C) pursuant to Section 8.1.5 (breach of
representations or warranties other than for breach of warranties and
representations set forth in Section 3.26) or Section 8.1.8 (Default) where
such breach or Default shall have been caused in whole or in material part by
any action or inaction within the control of METROBANK, any Subsidiary of
METROBANK, or the directors of METROBANK or METROBANK Subsidiaries (it being
understood that any action or inaction outside of the control of METROBANK or
METROBANK Subsidiaries such as, by way of example only, the filing of a lawsuit
against them, shall not come within clause (c) of this Section 8.5.1), then
METROBANK shall pay to COMERICA the sum of $3,000,000.

Upon payment to COMERICA of any amount specified in any of clauses (a) through
(c) above, the Stock Option Agreement shall become null and void.

8.5.2 In the event COMERICA has exercised its stock
option pursuant to the Stock Option Agreement, this Amended Agreement has been
terminated and an Acquisition Event has occurred, METROBANK shall pay to
COMERICA $6,000,000 if the consummation of the Acquisition Transaction which is
the subject of the Acquisition Event occurs within 270 days of the date of the
occurrence of the subject Acquisition Event.

8.5.3 In the event of the termination of this
Amended Agreement by METROBANK pursuant to Section 8.1.5 (breach of
representations or warranties) or Section 8.1.7 (Default) and in each case such
breach or Default shall have been caused in whole or in material part by any
action or inaction within the control of COMERICA, any Subsidiary of COMERICA,
or the directors of COMERICA, or COMERICA Subsidiaries (it being understood
that any action or inaction outside of the control of COMERICA or COMERICA
Subsidiaries such as, by way of example only, the filing of a lawsuit against
them, shall not come within this Section 8.5.3), then COMERICA shall pay to
METROBANK the sum of $3,000,000.

8.5.4 The payments contemplated by Sections 8.5.1,
8.5.2 and 8.5.3 above shall be deemed reasonable and full liquidated damages
and reasonable compensation for the loss sustained by a party hereto and not as
a penalty or forfeiture. Such payments will be made within 10 Business Days
following the later to occur of the termination of the Agreement or the
Acquisition Event (as applicable). In the event METROBANK makes a payment to
COMERICA pursuant to any subsection of Section 8.5.1 and an additional payment
becomes due under any subsection of Section 8.5.1, then the amount of the
previous payment shall be credited toward any additional payment which may be
due. Upon the making and receipt of payments due under this Section 8.5,

61
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FIRST AMENDMENT

neither party shall have any further obligation or liability of any kind under
this Amended Agreement to the other party, except pursuant to Section 5.1.3,
5.5, 5.7 and 9.5.

8.5.5 In the event of the termination of this
Amended Agreement by either party and for any reason other than as specified in
Sections 8.5.1, 8.5.2 and 8.5.3 above, neither party shall have any further
obligation or liability of any kind to the other party, except pursuant to
Sections 5.1.3, 5.5, 5.7 and 9.5.

ARTICLE 9 GENERAL PROVISIONS

Section 9.1 Non-Survival of Representations and Warranties. None
of the representations, warranties, covenants and agreements in this Amended
Agreement or in any instrument delivered pursuant to this Amended Agreement
shall survive the Effective Time, except for those covenants and agreements
contained herein and therein which by their terms apply in whole or in part
after the Effective Time or to a termination of this Amended Agreement.

Section 9.2 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally, mailed by registered or certified mail (return receipt requested),
sent by confirmed overnight courier or telecopied (with electronic confirmation
and verbal confirmation of the person to whom such telecopy is addressed), on
the date such notice is so delivered, mailed or sent, as the case may be, to
the parties at the following addresses or (or any such other address for a
party as shall be specified by like notice):

If to METROBANK at:

Metrobank
10900 Wilshire Boulevard
Los Angeles, California 90024
Attention: David Buell, Chief Executive Officer
and Chairman of the Board

with a copy to:

Loeb and Loeb
1000 Wilshire Boulevard, Suite 1800
Los Angeles, California 90017
Attention: Robert S. Barry, Jr., Esq.

62
<PAGE> 200

FIRST AMENDMENT

If to COMERICA or HOLDINGS at:

COMERICA INCORPORATED
Corporate Secretary - Corporate Legal Department
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
Attention: Mark W. Yonkman

Section 9.3 Counterparts. This Amended Agreement may be executed
in one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.

Section 9.4 Entire Agreement/No Third Party Rights/Assignment.
This Amended Agreement (including the documents and instruments referred to
herein): (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof; (b) except as expressly set forth herein,
is not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder other than pursuant to Section 5.10 hereof; (c)
shall not be assigned by a party, by operation of law or otherwise, without the
consent of the other parties; and (d) subject to the foregoing, shall be
binding upon and shall inure to the benefit of the parties hereto and their
permitted successors and assigns.

Section 9.5 Non-disclosure of Agreement. COMERICA, METROBANK and
HOLDINGS agree, except as required by law or the rules of the NYSE or AMEX, so
long as this Amended Agreement is in effect, not to issue any public notice,
disclosure or press release with respect to the transactions contemplated by
this Amended Agreement without seeking the consent of the other party, which
consent shall not be unreasonably withheld.

Section 9.6 Governing Law. This Amended Agreement shall be
governed and construed in accordance with the laws of the State of California,
without regard to any applicable conflicts of law.

Section 9.7 Headings/Table of Contents. The table of contents
and headings contained in this Amended Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Amended Agreement.

Section 9.8 Enforcement of Agreement. The parties hereto agree
that irreparable damage will occur in the event that any of the provisions of
this Amended Agreement or the Subsidiary Merger Agreement is not performed in
accordance with its specific terms or is otherwise breached.

63
<PAGE> 201

FIRST AMENDMENT

It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Amended Agreement and to enforce
specifically the terms and provision hereof in any court of the United States
or any state having jurisdiction, this being in addition to any remedy to which
they are entitled at law or in equity.

Section 9.9 Severability. Any term or provision of this Amended
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Amended Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Amended Agreement in
any other jurisdiction. If any provision of this Amended Agreement is so broad
as to be unenforceable, the provision shall be interpreted to be only so broad
as is enforceable.

IN WITNESS WHEREOF, METROBANK, COMERICA and HOLDINGS have caused this
Amended Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first above written.

METROBANK COMERICA INCORPORATED

By: /S/ David Buell By: /S/ Mark W. Yonkman
-------------------------------- ------------------------------
Name: David Buell Name: Mark W. Yonkman
Its: Chief Executive Officer and Its: Vice President and
Chairman of the Board Assistant Secretary

COMERICA HOLDINGS INCORPORATED

By: /S/ Mark W. Yonkman
----------------------------------
Name: Mark W. Yonkman
Its: President

64
<PAGE> 202
[COMERICA LOGO]
Comerica Incorporated Comerica Tower at
Detroit Center-MC 3379

500 Woodward Ave., 33rd Floor
Detroit, Michigan 48226
(313) 222-3432
Telecopy: (313) 222-9480

MARK W. YONKMAN
Vice President

August 10, 1995

Mr. David Buell
Chief Executive Officer and Chairman of the Board
Metrobank
10900 Wilshire Boulevard
Los Angeles, CA 90024

RE: AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

Dear David:

Pursuant to a request by the Securities and Exchange Commission, Comerica
Incorporated and Comerica Holdings Incorporated hereby agree that
Metrobank shall have the right to terminate the Amended and Restated Agreement
and Plan of Reorganization and Merger by and among Metrobank,
Comerica Holdings Incorporated and Comerica Incorporated (the "Plan of
Reorganization") in the event that the Conversion Rate, as calculated
pursuant to the Plan of Reorganization on the Closing Date, results in a
fraction of less than .625; provided, however, that Metrobank shall
not be obligated to terminate the Plan of Reorganization in such event, but may
elect to proceed to close the transactions contemplated by the
Plan of Reorganization, including, if necessary, holding an additional
shareholders' meeting, so long as the Plan of Reorganization has not
been otherwise terminated pursuant to its terms. Upon such termination, no
party to the Plan of Reorganization shall have any further
obligation or liability of any kind to any other party except pursuant to
Sections 5.1.3, 5.5, 5.7 and 9.5 of the Plan of Reorganization.
Except as otherwise provided herein, all other terms of the Plan of
Reorganization shall remain in full force and effect, including, without
limitation, all conditions in favor of any party and all are hereby ratified
and affirmed in all respects.

Very truly yours,

Mark Yonkman

ACCEPTED AND AGREED BY METROBANK:

By: David Buell
-------------------------------------------------
Name: David Buell
Its: Chief Executive Officer and Chairman of the Board

cc: J. Michael Fulton
Rob Barry, Esq.
<PAGE> 203

ANNEX B

AGREEMENT OF MERGER

THIS AGREEMENT OF MERGER, dated as of ____________, 1995 between Comerica
Holdings Incorporated ("Holdings"), a corporation organized under the laws of
the state of California, the headquarters of which is located in the city of
San Jose, county of Santa Clara, state of California, with capital divided into
100 shares of common stock, each of no par value, all of which is owned by
Comerica Incorporated, a bank holding company organized in the state of
Delaware ("Comerica") and Metrobank ("Metrobank"), a state bank organized under
the laws of the state of California, the headquarters of which is located in
the city of Los Angeles, county of Los Angeles, state of California, with
capital divided into 25,000,000 shares of common stock and 15,000,000 shares of
preferred stock, has been adopted pursuant to resolutions of the board of
directors of each of Metrobank, Comerica and Holdings, and adopted by the
majority vote of the shareholders of Metrobank and the consent resolution of
the sole shareholder of Holdings, pursuant to the authority given by and in
accordance with the applicable provisions of law and subject to the approval of
the applicable regulatory agency.

WITNESSETH:

WHEREAS, the Boards of Directors of Metrobank and Holdings deem it in the best
interests of Metrobank and Holdings, the public which they serve and the
shareholders of each of Holdings and Metrobank, to consolidate and merge
Metrobank with Holdings under the provisions of applicable law.

NOW THEREFORE, in consideration of the agreements contained herein, the Boards
of Directors of Metrobank and Holdings hereby adopt this Agreement of Merger,
and agree that the plan for the consummation of their merger shall be as
follows:

SECTION 1. Upon the Effective Date, as defined below, of the merger,
Metrobank and Holdings (the "Merging Parties") shall be consolidated under the
charter of Metrobank and Metrobank shall be the surviving entity and the
separate corporate existence of Holdings shall cease.
<PAGE> 204

SECTION 2. The name of the surviving institution (the "Surviving
Institution") shall be Metrobank, which shall be a California chartered bank.

SECTION 3. The Surviving Institution shall engage in the business of
banking and providing trust services and any business related or incidental
thereto, with all of the powers, and subject to all of the limitations and
restrictions, conferred or imposed by applicable laws of the State of
California and the United States of America. The corporate term of the
Surviving Institution shall be the corporate term of Metrobank. This business
shall be conducted by the Surviving Institution at its main office, which shall
be located at 10900 Wilshire Boulevard, Los Angeles, California, and at the
following legally established branches:

JOINT BRANCHES:

1. 10900 Wilshire Boulevard
Los Angeles, CA

All of the branches of Holdings and Metrobank which were in lawful operation at
the Effective Date shall continue as branches and trust representative offices
of the Surviving Institution, and the principal office of 10900 Wilshire
Boulevard, Los Angeles, California shall continue as the main office of the
Surviving Institution.

SECTION 4. The amount of capital stock of the Surviving Institution shall
be divided into 3,000 shares of common stock, each of no par value, which
shares shall be vested equally, share for share, with the voting rights and all
other rights, powers and privileges, without qualification, limitation or
restriction, of one share over another.

SECTION 5. The persons listed below shall be the directors of the
Surviving Institution until the next annual meeting of the shareholders of the
Surviving Institution or until their successors are duly elected and qualified:

Jack W. Connor
J. Michael Fulton
Walter T. Kaczmarek
[Metrobank board members]

<PAGE> 205

SECTION 6. The persons listed below shall be the senior officers of the
Surviving Institution, holding the positions listed next to their respective
names, until such persons resign or are removed from such positions:

David Buell Chairman of the Board
J. Michael Fulton Chief Executive Officer
Walter T. Kaczmarek Executive Vice President and Chief Operating
Officer
Paul Alexander
Robert Bulseco
Paul Stroube
Dan Kawamoto Executive Vice President and Chief Financial
Officer
Michael R. Ong Executive Vice President

SECTION 7. The Articles of Incorporation of Holdings shall be the
Articles of Incorporation of the Surviving Institution.

SECTION 8. The Bylaws of Metrobank in effect immediately prior to the
Effective Date of the merger, as amended, shall be and constitute the Bylaws of
the Surviving Institution until the same shall thereafter be altered, amended
or repealed.

SECTION 9. The merger shall be consummated and become effective, subject
to the terms and conditions of this Agreement of Merger and in accordance with
Section 2072 of the California Financial Code, when the Agreement of Merger,
having been filed with the Secretary of State with the approval of the
Superintendent of Banks endorsed thereon, shall have been certified by the
Secretary of State and filed with the Superintendent of Banks; provided,
however, that the date must follow, among other things, the approval of the
merger by the shareholders of Metrobank and Holdings and by the Superintendent
of the California State Banking Department. The close of business on the day
on which the merger shall become effective is herein referred to as the
"Effective Date."

SECTION 10. At the Effective Date of the merger, the corporate existence
of the Merging Parties shall be consolidated into and continued in the
Surviving Institution, which shall be deemed to be the same corporation as each
of the Merging Parties, possessing all the rights, privileges, powers and
franchises, and subject to all the restrictions, disabilities and duties of the
Merging Parties, except as such rights, privileges, powers and franchises may
be limited by law. Upon the merger becoming effective, all the provisions of
law regarding the effects of merger shall be effective with respect to the
merger and the Surviving Institution, including, without limitation, the
following:

A. All of the rights, interests, privileges, powers, and
franchises of the Merging Parties, both of a public and private nature, shall
vest in the Surviving Institution without further act or deed as effectively as
the same were vested in the Merging Parties prior to the merger.

<PAGE> 206

B. All property, real, personal and mixed, including, without
limitation, all debts due, chooses in action of every description, licenses,
registrations, and other assets of every kind and description of the Merging
Parties shall, without further act or deed, be transferred to, vested in and
devolve upon the Surviving Institution, and shall be as effectively the
property of the Surviving Institution as they were of the Merging Parties prior
to the merger without any deed or other transfer and without any order or other
action on the part of any court or otherwise.

C. Title to any real estate, whether vested by deed or otherwise,
in the Merging Parties shall not revert or be in any way impaired by reason of
the merger or otherwise.

D. The Surviving Institution shall thenceforth be subject to all
of the restrictions, disabilities, duties, liabilities and obligations of the
Merging Parties and the same may thereafter be enforced against it to the same
extent as if the same had been incurred or contracted by the Surviving
Institution.

E. The Surviving Institution, by virtue of the merger, and
without any order or other action on the part of any court or otherwise, shall
hold and enjoy the same and all rights of property, franchises and interests,
including appointments, designations, and nominations and all other rights and
interest as trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates, assignee, receiver, guardian of mentally incompetent
persons and in every other fiduciary capacity, in the same manner and to the
same extent as such rights, franchises and interests were held or enjoyed by
the Merging Parties, or either of them, at the time of the merger.

F. Any action or proceeding pending by or against the Merging
Parties may be prosecuted to judgment to the same extent as if the merger had
not taken place, which judgment shall bind the Surviving Institution, or,
alternatively, the Surviving Institution may be proceeded against or
substituted in place of the Merging Parties in any such action or proceeding.

The officers and directors of the Merging Parties shall, from time to time, as
and when requested by the Surviving Institution or its successors or assigns,
execute and deliver or cause to be executed and delivered, such deeds,
instruments, assignments, or assurances as the Surviving Institution may deem
necessary, desirable, or convenient in order to vest in and confirm to the
Surviving Institution title to or possession of any property or rights of the
Merging Parties acquired or to be acquired by reason of or as a result of the
merger, or otherwise to carry out the purposes of this Merger Agreement. Any
person who, immediately before the merger became effective, was an officer or
director of the Merging Parties is hereby fully authorized, in the name of such
institution, to execute any and all such deeds, instruments, assignments, or
assurances, or to take any and all such action as may be requested by the
Surviving Institution.

SECTION 11. The manner of converting the shares of the Merging Parties
into shares of the Surviving Institution shall be as follows:

Upon the Effective Date of merger, each share of common stock of Metrobank then
issued and outstanding shall be, and hereby is, by virtue of the merger and
without any action on the part of the

<PAGE> 207
holder thereof, converted into the right to receive _____ shares of the
common stock of Comerica Incorporated. Each option to purchase a share of
common stock of Metrobank then issued and outstanding shall be, and hereby is,
by virtue of the merger and without any action on the part of the holder
thereof, converted into a corresponding right to receive an option for _____
shares of the common stock of Comerica Incorporated on the same terms and
conditions of the Metrobank option. Each share of common stock of Holdings
then issued and outstanding shall be, and hereby is, by virtue of the merger
and without any action on the part of the holder thereof, converted into and
constitutes the shares of the common stock, no par value, of the Surviving
Institution, and all the shares of the Surviving Institution shall be owned by
Comerica Incorporated, a Delaware corporation.

SECTION 12. This Agreement of Merger may be terminated by the unilateral
action of the board of directors of either of the Merging Parties prior to the
approval of the sole shareholder of either of the Merging Parties or by the
mutual consent of the boards of both of the Merging Parties after the sole
shareholder of either of the Merging Parties has taken affirmative action.

SECTION 13. This Agreement shall be ratified and confirmed by written
consent resolution of the sole shareholder of Holdings in lieu of a
shareholders' meeting.

SECTION 14. This Agreement may be executed in one or more counterparts,
all of which shall be taken together to constitute one and the same instrument
and shall be binding upon each party who may sign a counterpart of this
instrument.

IN WITNESS WHEREOF, Metrobank and Holdings, pursuant to the approval and
authority duly given by resolution of their respective Boards of Directors,
have caused this Merger Agreement to be signed by their respective Presidents
and Secretaries on this day and year first above written.

COMERICA HOLDINGS METROBANK
INCORPORATED
By:_______________________ By:_____________________________
Name: Mark W. Yonkman Name:
Its: President Its:

By:_______________________ By:_____________________________
Name: Robert C. Shrosbree Name:
Its: Secretary Its: Secretary

<PAGE> 208
ANNEX C
CHAPTER 13

DISSENTER'S RIGHTS

Section 1300. REORGANIZATION OR SHORT-FORM MERGER; DISSENTING SHARES;
CORPORATE PURCHASE AT FAIR MARKET VALUE; DEFINITIONS

(a) If the approval of the outstanding shares (Section 152) of a corporation
is required for a reorganization under subdivisions (a) and (b) or subdivision
(e) of Section 1201, each shareholder of such corporation entitled to vote on
the transaction and each shareholder of a disappearing corporation in a
short-form merger may, by complying with this chapter, require the corporation
in which the shareholder holds shares to purchase for cash at their fair market
value the shares owned by the shareholder which are dissenting shares as
defined in subdivision (b). The fair market value shall be determined as of
the day before the first announcement of the terms of the proposed
reorganization or short-form merger, excluding any appreciation or depreciation
in consequence of the proposed action, but adjusted for any stock split,
reverse stock split or share dividend which become effective thereafter.

(b) As used in this chapter, "dissenting shares" means shares which come
within all of the following descriptions:

(1) Which were not immediately prior to the reorganization or short-form
merger either (A) listed on any national securities exchange certified by the
Commissioner of Corporations under subdivision (o) of Section 25100 or (B)
listed on the list of OTC margin stocks issued by the Board of Governors of the
Federal Reserve System, and the notice of meeting of shareholders to act upon
the reorganization summarizes this section and Sections 1301, 1302, 1303 and
1304; provided, however, that this provision does not apply to any shares with
respect to which there exists any restriction on transfer imposed by the
corporation or by any law or regulation; and provided, further, that this
provision does not apply to any class of shares described in subparagraph (A)
or (B) if demands for payment are filed with respect to 5 percent or more of
the outstanding shares of that class.

(2) Which were outstanding on the date for the determination of
shareholders entitled to vote on the reorganization and (A) were not voted in
favor of the reorganization or, (B) if described in subparagraph (A) or (B) of
paragraph (1) (without regard to the provisos in that paragraph), were voted
against the reorganization, or which were held of record on the effective date
of a short- form merger; provided, however, that subparagraph (A) rather than
subparagraph (B) of this paragraph applies in any case where the approval
required by Section 1201 is sought by written consent rather than at a meeting.

(3) Which the dissenting shareholder has demanded that the corporation
purchase at their fair market value, in accordance with Section 1301.

(4) Which the dissenting shareholder has submitted for endorsement, in
accordance with Section 1302.

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(c) As used in this chapter, "dissenting shareholder" means the recordholder
of dissenting shares and includes a transferee of record.

Section 1301. NOTICE TO HOLDERS OF DISSENTING SHARES IN REORGANIZATIONS;
DEMAND FOR PURCHASE; TIME; CONTENTS

(a) If, in the case of a reorganization, any shareholders of a corporation
have a right under Section 1300, subject to compliance with paragraphs (3) and
(4) of subdivision (b) thereof, to require the corporation to purchase their
shares for cash, such corporation shall mail to each such shareholder a notice
of the approval of the reorganization by its outstanding shares (Section 152)
within 10 days after the date of such approval, accompanied by a copy of
Sections 1300, 1302, 1303, 1304 and this section, a statement of the price
determined by the corporation to represent the fair market value of the
dissenting shares, and a brief description of the procedure to be followed if
the shareholder desires to exercise the shareholder's right under such
sections. The statement of price constitutes an offer by the corporation to
purchase at the price stated any dissenting shares as defined in subdivision
(b) of Section 1300, unless they lose their status as dissenting shares under
Section 1309.

(b) Any shareholder who has a right to require the corporation to purchase
the shareholder's shares for cash under Section 1300, subject to compliance
with paragraphs (3) and (4) of subdivision (b) thereof, and who desires the
corporation to purchase such shares shall make written demand upon the
corporation for the purchase of such shares and payment to the shareholder in
cash of their fair market value. The demand is not effective for any purpose
unless it is received by the corporation or any transfer agent thereof (1) in
the case of shares described in clause (i) or (ii) of paragraph (1) of
subdivision (b) of Section 1300 (without regard to the provisos in that
paragraph), not later than the date of the shareholders' meeting to vote upon
the reorganization, or (2) in any other case within 30 days after the date on
which the notice of the approval by the outstanding shares pursuant to
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder.

(c) The demand shall state the number and class of the shares held of record
by the shareholder which the shareholder demands that the corporation purchase
and shall contain a statement of what such shareholder claims to be the fair
market value of those shares as of the day before the announcement of the
proposed reorganization or short-form merger. The statement of fair market
value constitutes an offer by the shareholder to sell the shares at such price.

Section 1302. SUBMISSION OF SHARE CERTIFICATES FOR ENDORSEMENT; UNCERTIFICATED
SECURITIES

Within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110
was mailed to the shareholder, the shareholder shall submit to the corporation
at its principal office or at the office of any transfer agent thereof, (a) if
the shares are certificated securities, the shareholder's certificates
representing any shares which the shareholder demands that the corporation
purchase, to be stamped or endorsed with a statement that the shares are
dissenting shares or to be exchanged for certificates of

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appropriate denomination so stamped or endorsed or (b) if the shares are
uncertificated securities, written notice of the number of shares which the
shareholder demands that the corporation purchase. Upon subsequent transfers
of the dissenting shares on the books of the corporation, the new certificates,
initial transaction statement, and other written statements issued therefor
shall bear a like statement, together with the name of the original dissenting
holder of the shares.

Section 1303. PAYMENT OF AGREED PRICE WITH INTEREST; AGREEMENT FIXING FAIR
MARKET VALUE; FILING; TIME OF PAYMENT

(a) If the corporation and the shareholder agree that the shares are
dissenting shares and agree upon the price of the shares, the dissenting
shareholder is entitled to the agreed price with interest thereon at the legal
rate on judgments from the date of the agreement. Any agreements fixing the
fair market value of any dissenting shares as between the corporation and the
holders thereof shall be filed with the secretary of the corporation.

(b) Subject to the provisions of Section 1306, payment of the fair market
value of dissenting shares shall be made within 30 days after the amount
thereof has been agreed or within 30 days after any statutory or contractual
conditions to the reorganization are satisfied, whichever is later, and in the
case of certificated securities, subject to surrender of the certificates
therefor, unless provided otherwise by agreement.

Section 1304. ACTION TO DETERMINE WHETHER SHARES ARE DISSENTING SHARES OR FAIR
MARKET VALUE; LIMITATION; JOINDER; CONSOLIDATION; DETERMINATION
OF ISSUES; APPOINTMENT OF APPRAISERS

(a) If the corporation denies that the shares are dissenting shares, or the
corporation and the shareholder fail to agree upon the fair market value of the
shares, then the shareholder demanding purchase of such shares as dissenting
shares or any interested corporation, within six months after the date on which
notice of the approval by the outstanding shares (Section 152) or notice
pursuant to subdivision (i) of Section 1110 was mailed to the shareholder, but
not thereafter, may file a complaint in the superior court of the proper county
praying the court to determine whether the shares are dissenting shares or the
fair market value of the dissenting shares or both or may intervene in any
action pending on such a complaint.

(b) Two or more dissenting shareholders may join as plaintiffs or be joined
as defendants in any such action and two or more such actions may be
consolidated.

(c) On the trial of the action, the court shall determine the issues. If
the status of the shares as dissenting shares is in issue, the court shall
first determine that issue. If the fair market value of the dissenting shares
is in issue, the court shall determine, or shall appoint one or more impartial
appraisers to determine, the fair market value of the shares.

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Section 1305. REPORT OF APPRAISERS; CONFIRMATION; DETERMINATION BY COURT;
JUDGMENT; PAYMENT; APPEAL; COSTS

(a) If the court appoints an appraiser or appraisers, they shall proceed
forthwith to determine the fair market value per share. Within the time fixed
by the court, the appraisers, or a majority of them, shall make and file a
report in the office of the clerk of the court. Thereupon, on the motion of
any party, the report shall be submitted to the court and considered on such
evidence as the court considers relevant. If the court finds the report
reasonable, the court may confirm it.

(b) If a majority of the appraisers appointed fail to make and file a report
within 10 days from the date of their appointment or within such further time
as may be allowed by the court or the report is not confirmed by the court, the
court shall determine the fair market value of the dissenting shares.

(c) Subject to the provisions of Section 1306, judgment shall be rendered
against the corporation for payment of an amount equal to the fair market value
of each dissenting share multiplied by the number of dissenting shares which
any dissenting shareholder who is a party, or who has intervened, is entitled
to require the corporation to purchase, with interest thereon at the legal rate
from the date on which judgment was entered.

(d) Any such judgment shall be payable forthwith with respect to
uncertificated securities and, with respect to certificated securities, only
upon the endorsement and delivery to the corporation of the certificates for
the shares described in the judgment. Any party may appeal from the judgment.

(e) The costs of the action, including reasonable compensation to the
appraisers to be fixed by the court, shall be assessed or apportioned as the
court considers equitable, but, if the appraisal exceeds the price offered by
the corporation, the corporation shall pay the costs (including in the
discretion of the court attorneys' fees, fees of expert witnesses and interest
at the legal rate on judgments from the date of compliance with Sections 1300,
1301 and 1302 if the value awarded by the court for the shares is more than 125
percent of the price offered by the corporation under subdivision (a) of
Section 1301).

Section 1306. PREVENTION OF IMMEDIATE PAYMENT; STATUS AS CREDITORS; INTEREST

To the extent that the provisions of Chapter 5 prevent the payment to any
holders of dissenting shares of their fair market value, they shall become
creditors of the corporation for the amount thereof together with interest at
the legal rate on judgments until the date of payment, but subordinate to all
other creditors in any liquidation proceeding, such debt to be payable when
permissible under the provisions of Chapter 5.

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Section 1307. DIVIDENDS ON DISSENTING SHARES

Cash dividends declared and paid by the corporation upon the dissenting shares
after the date of approval of the reorganization by the outstanding shares
(Section 152) and prior to payment for the shares by the corporation shall be
credited against the total amount to be paid by the corporation therefor.

Section 1308. RIGHTS OF DISSENTING SHAREHOLDERS PENDING VALUATION; WITHDRAWAL
OF DEMAND FOR PAYMENT

Except as expressly limited in this chapter, holders of dissenting shares
continue to have all the rights and privileges incident to their shares, until
the fair market value of their shares is agreed upon or determined. A
dissenting shareholder may not withdraw a demand for payment unless the
corporation consents thereto.

Section 1309. TERMINATION OF DISSENTING SHARE AND SHAREHOLDER STATUS

Dissenting shares lose their status as dissenting shares and the holders
thereof cease to be dissenting shareholders and cease to be entitled to require
the corporation to purchase their shares upon the happening of any of the
following:

(a) The corporation abandons the reorganization. Upon abandonment of the
reorganization, the corporation shall pay on demand to any dissenting
shareholder who has initiated proceedings in good faith under this chapter all
necessary expenses incurred in such proceedings and reasonable attorneys' fees.

(b) The shares are transferred prior to their submission for endorsement in
accordance with Section 1302 or are surrendered for conversion into shares of
another class in accordance with the articles.

(c) The dissenting shareholder and the corporation do not agree upon the
status of the shares as dissenting shares or upon the purchase price of the
shares, and neither files a complaint or intervenes in a pending action as
provided in Section 1304, within six months after the date on which notice of
the approval by the outstanding shares or notice pursuant to subdivision (i) of
Section 1110 was mailed to the shareholder.

(d) The dissenting shareholder, with the consent of the corporation,
withdraws the shareholder's demand for purchase of the dissenting shares.

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Section 1310. SUSPENSION OF RIGHT TO COMPENSATION OR VALUATION PROCEEDINGS;
LITIGATION OF SHAREHOLDERS' APPROVAL

If litigation is instituted to test the sufficiency or regularity of the votes
of the shareholders in authorizing a reorganization, any proceedings under
Sections 1304 and 1305 shall be suspended until final determination of such
litigation.

Section 1311. EXEMPT SHARES

This chapter, except Section 1312, does not apply to classes of shares whose
terms and provisions specifically set forth the amount to be paid in respect to
such shares in the event of a reorganization or merger.

Section 1312. RIGHT OF DISSENTING SHAREHOLDER TO ATTACK, SET ASIDE OR RESCIND
MERGER OR REORGANIZATION; RESTRAINING ORDER OR INJUNCTION;
CONDITIONS

(a) No shareholder of a corporation who has a right under this chapter to
demand payment of cash for the shares held by the shareholder shall have any
right at law or in equity to attack the validity of the reorganization or
short-form merger, or to have the reorganization or short-form merger set aside
or rescinded, except in an action to test whether the number of shares required
to authorize or approve the reorganization have been legally voted in favor
thereof; but any holder of shares of a class whose terms and provisions
specifically set forth the amount to be paid in respect to them in the event of
a reorganization or short-form merger is entitled to payment in accordance with
those terms and provisions or, if the principal terms of the reorganization are
approved pursuant to subdivision (b) of Section 1202, is entitled to payment in
accordance with the terms and provisions of the approved reorganization.

(b) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, subdivision (a) shall not
apply to any shareholder of such party who has not demanded payment of cash for
such shareholder's shares pursuant to this chapter; but if the shareholder
institutes any action to attack the validity of the reorganization or short-
form merger or to have the reorganization or short-form merger set aside or
rescinded, the shareholder shall not thereafter have any right to demand
payment of cash for the shareholder's shares pursuant to this chapter. The
court in any action attacking the validity of the reorganization or short-form
merger or to have the reorganization or short-form merger set aside or
rescinded shall not restrain or enjoin the consummation of the transaction
except upon 10 days' prior notice to the corporation and upon a determination
by the court that clearly no other remedy will adequately protect the
complaining shareholder or the class of shareholders of which such shareholder
is a member.

(c) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, in any action to attack the
validity of the reorganization or short-form merger or to have the
reorganization or short- form merger set aside or rescinded, (1) a party to a

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reorganization or short-form merger which controls another party to the
reorganization or short-form merger shall have the burden of proving that the
transaction is just and reasonable as to the shareholders of the controlled
party, and (2) a person who controls two or more parties to a reorganization
shall have the burden of proving that the transaction is just and reasonable as
to the shareholders of any party so controlled.

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ANNEX D

August 22, 1995

The Board of Directors
Metrobank
10900 Wilshire Blvd.
Los Angeles, CA 90024

Attn: David Buell
Chairman and Chief Executive Officer

Ladies and Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to the common shareholders of Metrobank ("Metrobank") of the
consideration to be received by such shareholders from Comerica Incorporated
("Comerica") pursuant to the terms of the Amended and Restated Agreement and
Plan of Reorganization and Merger, dated as of July 31, 1995, as amended by
Letter Agreement dated August 10, 1995 (the "Merger Agreement"), by and among
Comerica, a wholly owned subsidiary of Comerica ("Merger Sub") and Metrobank.
The Merger Agreement provides for the merger of Merger Sub with and into
Metrobank (the "Merger"). In connection with the Merger, each outstanding share
of common stock, no par value, of Metrobank ("Metrobank Common Stock"), except
as otherwise set forth in the Merger Agreement, will be converted into the
right to receive common stock, $5.00 par value per share, of Comerica at the
Metrobank conversion rate (the "Conversion Rate").

Based upon an assumed number of shares of fully diluted Metrobank common stock
(as defined in the Merger Agreement) of 6,077,817 as of the consummation of the
Merger, the Metrobank Conversion Rate would be .7909 of a share of Comerica
common stock, subject to certain possible downward adjustments described in the
Merger Agreement. The Merger Agreement provides for an adjustment to the
Metrobank Conversion Rate in the event that Metrobank's Consolidated Net Worth
at the Effective Time (as defined by the Merger Agreement) is less than the sum
of $78,300,000 plus the pre-closing income amount (as defined by the Merger
Agreement), or in the event of certain changes in the capitalization of
Comerica, including but not limited to, any recapitalization, reorganization,
reclassification, merger, stock split or stock dividend. In the event that such
downward adjustments, if any, results in a Metrobank Conversion Rate below
.625, Metrobank may terminate the Merger Agreement or hold an additional
meeting of Metrobank shareholders to approve such Metrobank Conversion Rate.

In arriving at our opinion, we have reviewed (i) the Merger Agreement; (ii) a
draft dated August 16, 1995 of the Registration Statement on Form S-4,
including the proxy statement/prospectus relating to the special meeting to be
held in connection with the Merger Agreement (the "Proxy Statement"); (iii) the
audited annual financial statements of Metrobank on Form F-2 and Comerica on
Form 10-K for the five years ended December 31, 1994 and the quarterly
unaudited financial statements of Metrobank on Form F-4 and

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Comerica on Form 10-Q for the period ended June 30, 1995, and certain unaudited
financial analyses and projections of Metrobank; (iv) current and historical
market prices of the common stock of Metrobank and Comerica; (v) certain
publicly available information concerning the business of Metrobank and of
certain other companies engaged in businesses comparable to Metrobank, and the
reported prices for certain other companies, securities deemed comparable; (vi)
publicly available terms of certain transactions involving companies comparable
to Metrobank and the consideration received for such companies (vii) certain
internal financial analyses and forecasts prepared by Metrobank and its
management; (viii) the terms of other relevant business combinations; (ix)
certain publicly available information concerning the business of Comerica and
of certain other companies engaged in businesses comparable to Comerica, and
the reported prices and trading activity for certain other companies'
securities deemed comparable and (ix) such other financial studies, analyses
and other information we deemed appropriate for the purposes of this opinion.

In addition, we have held discussions with certain members of the management of
Metrobank and Comerica with respect to certain aspects of the Merger; the past
and current business operations of Metrobank and Comerica; the financial
condition, regulatory condition, and future prospects and operations of
Metrobank and Comerica; and certain other matters we believed necessary or
appropriate to our inquiry.

In performing such analysis, we have used such valuation methodologies as we
have deemed necessary or appropriate for the purposes of this opinion. Our view
is based on (i) our consideration of the information Metrobank and Comerica
have supplied to us to date, (ii) our understanding of the terms upon which
Metrobank and Comerica intend to consummate the Merger, and (iii) the
consummation of the Merger within the time periods contemplated by the Merger
Agreement.

In rendering our opinion, we have relied upon and assumed, without assuming any
responsibility for independent verification, the accuracy and completeness of
all information that was publicly available or was furnished to us by Metrobank
or Comerica or otherwise reviewed by J.P. Morgan, and we have not assumed any
responsibility or liability therefore. We have not conducted any valuation or
appraisal of any assets or liabilities, nor have any such valuations or
appraisals been provided to us. In relying on financial analyses and forecasts
provided to us by Metrobank and Comerica, we have assumed that they have been
reasonably prepared based on assumptions reflecting the best currently available
estimates and judgments by management as to the expected future results of
operations and financial condition of Metrobank, including, without limitation,
projections regarding underperforming and nonperforming assets and net
chargeoffs to which such analyses or forecasts relate. We are not experts in the
evaluation of allowances for loan losses and we have not assumed any
responsibility for making an independent evaluation of the adequacy of the
allowance for loan losses of Metrobank or Comerica nor have we reviewed any of
the credit files. We have also assumed that the Merger will have the tax
consequences described in the Proxy Statement and in discussions with, and
materials furnished to us by, representatives of Metrobank, and that the other
transactions contemplated by the Agreement will be consummated as described in
such Agreement and the Proxy Statement. We have relied as to all legal matters
relevant to rendering our opinion upon the advice of counsel.

Our opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to us as of, the date hereof.
Additionally, based on our discussions with management, we have assumed that
there will be no material downward adjustment to the Conversion Rate. It should
be understood that subsequent developments may affect this opinion and that we
do not have any obligation to update, revise, or reaffirm this opinion.

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We have acted as financial advisor to Metrobank with respect to the proposed
Merger and will receive a fee from Metrobank for our services. In the ordinary
course of their businesses, affiliates of J.P. Morgan may actively trade the
debt and equity securities of Metrobank or Comerica for their own account or
for the accounts of customers, and accordingly, they may at any time hold long
or short positions in such securities.

This letter is provided solely for the benefit of the Board of Directors of
Metrobank in connection with and for the purposes of its evaluation of the
Merger. This opinion may not be disclosed, referred to, or communicated by you
(in whole or in part) to any third party for any purpose whatsoever except
with our prior written consent in each instance. This opinion may be reproduced
in full in any proxy or information statement mailed to common stockholders of
Metrobank but may not othewise by disclosed publicly in any manner without our
prior written approval and must be treated as confidential. Our opinion is
directed to the Board of Directors of Metrobank and does not constitute a
recommendation to any shareholder of Metrobank as to how such shareholder
should vote at any meeting of Metrobank held in connection with the Merger.

On the basis of and subject to the foregoing, it is our opinion as of the date
hereof that the Conversion Rate offered to the common shareholders of Metrobank
in the proposed Merger is fair, from a financial point of view, to such
shareholders of Metrobank.

Very truly yours,

J.P. MORGAN SECURITIES INC.

By:
-----------------------------
Name: Kenneth S. McCormick
Title: Managing Director
<PAGE> 218
ANNEX E

STOCK OPTION AGREEMENT

This Stock Option Agreement, dated as of May 2, 1995 (the
"Agreement"), is made by and between Metrobank, a California state chartered
bank ("Issuer"), and Comerica Incorporated, a Delaware corporation ("Grantee").

WHEREAS, Grantee and Issuer have entered into an Agreement and Plan
of Reorganization and Merger dated as of May 2, 1995 (the "Merger Agreement"),
providing for, among other things, the merger of a subsidiary of Grantee with
and into Issuer, with Issuer as the surviving corporation; and

WHEREAS, as a condition and inducement to Grantee's execution of the
Merger Agreement, Grantee has requested that Issuer agree, and Issuer has
agreed, to grant Grantee the Option (as defined below);

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein and in
the Merger Agreement, and intending to be legally bound hereby, Issuer and
Grantee agree as follows:

1. Defined Terms. Capitalized terms which are used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.

2. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to that number of shares (the "Option Shares") of Common Stock, no
par value ("Issuer Common Stock"), of Issuer constituting 9.9% of all issued
and outstanding Issuer Common Stock on the date of exercise of the Option
(after giving effect to the shares issued pursuant to the Option) at a purchase
price per Option Share of $15.75 (the "Purchase Price").

3. Exercise of Option. (a) If not in material breach of the Merger
Agreement, Grantee may exercise the Option, in whole only, at any time
following the occurrence of a Purchase Event (as defined below); provided that
the Option shall terminate and be of no further force and effect upon the
earliest to occur of (i) immediately prior to the Effective Time, (ii) 5:00
p.m. on March 9, 1996, (iii) payment by Issuer to Grantee of any amounts
pursuant to Section 8.5 of the Merger Agreement, or (iv) the termination of the
Merger Agreement; and provided further, that any purchase of shares upon
exercise of the Option shall be subject to compliance with applicable law,
including, without limitation, the California Financial Code.
<PAGE> 219

(b) As used herein, a "Purchase Event" means any of the following
events:

(i) prior to the termination of the Merger
Agreement, Issuer shall have authorized, recommended,
publicly proposed or publicly announced an intention to
authorize, recommend or propose, or entered into an
agreement with any person (other than Grantee or any
Subsidiary of Grantee) to effect an Acquisition
Transaction or failed to publicly oppose a Tender Offer
or an Exchange Offer (as defined below). As used herein,
the term Acquisition Transaction shall mean (A) a merger,
consolidation or similar transaction involving Issuer or
any of its Subsidiaries (other than internal mergers,
reorganizations, consolidations or dissolutions involving
only existing Subsidiaries), (B) the disposition, by
sale, lease, exchange or otherwise, of substantially all
of the assets of Issuer, or (C) the issuance, sale or
other disposition of (including by way of merger,
consolidation, share exchange or any similar transaction)
securities representing 50% of voting control of Issuer,
other than securities issued pursuant to this Agreement
or the Stock Option Plans or to meet any applicable
requirement of law, regulation or Governmental Entity
(including commitments made by Issuer in connection with
its acquisition of National Bank of Long Beach); or

(ii) prior to termination of the Merger
Agreement, any person (other than Grantee or any
Subsidiary of Grantee or a person who is a party to a
Director-Shareholder Agreement) shall have acquired
beneficial ownership (as such term is defined in Rule
13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of or the right to
acquire beneficial ownership of, or any "group" (as such
term is defined under the Exchange Act) shall have been
formed which beneficially owns or has the right to
acquire beneficial ownership of 25% or more of the then
outstanding shares of Issuer Common Stock, except
acquisitions of shares in connection with Regulatory
Stock Sales.

(c) In the event Grantee wishes to exercise the Option, it shall send
to Issuer a written notice (the date of which is referred to as the "Notice
Date") specifying a place and date not earlier than three business days nor
later than 15 business days from the Notice Date for the closing (the
"Closing") of such purchase (the "Closing Date"). If prior notification to or
approval of the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board"), the California State Banking Department or any other
regulatory authority is required in connection with such purchase, Issuer shall
cooperate with Grantee in the filing of the required notice or application for
approval and the obtaining of any such approval.

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4. Payment and Delivery of Certificates. (a) On the Closing Date,
Grantee shall (i) pay to Issuer, in immediately available funds by wire
transfer to a bank account designated by Issuer, an amount equal to the
Purchase Price multiplied by the number of Option Shares to be purchased on the
Closing Date and (ii) present and surrender this Agreement to the Issuer at the
address of the Issuer specified in Section 12(f) hereof.

(b) At the Closing, simultaneously with the delivery of immediately
available funds and surrender of this Agreement as provided in Section 4(a),
(i) Issuer shall deliver to Grantee a certificate or certificates representing
the Option Shares to be purchased at the Closing, which Option Shares shall be
free and clear of all liens, claims, charges and encumbrances of any kind
whatsoever, except for restrictions, if any, imposed by any Regulatory
Authority or under any law, and (ii) Grantee shall deliver to Issuer a letter
agreeing that Grantee shall not offer to sell or otherwise dispose of such
Option Shares in violation of the provisions of this Agreement.

(c) Certificates for the Option Shares delivered at the Closing shall
be endorsed with a restrictive legend indicating any restrictions on transfer
imposed by any Regulatory Authority.

It is understood and agreed that the above legend shall be removed by
delivery of substitute certificate(s) without such legend if Grantee shall have
delivered to Issuer a copy of a letter from the staff of the California State
Banking Department, or an opinion of counsel in form and substance reasonably
satisfactory to Issuer and its counsel, to the effect that such legend is not
required to comply with applicable law or regulation.

5. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:

(a) Due Authorization. Issuer has all requisite corporate power and
authority to enter into this Agreement and, subject to any approvals referred
to herein, to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Issuer. This Agreement has been duly executed and delivered by
Issuer.

(b) Authorized Stock. Issuer has taken all necessary corporate and
other action to authorize and reserve and to permit it to issue, and, at all
times from the date hereof until the obligation to deliver Issuer Common Stock
upon the exercise of the Option terminates, will have reserved for issuance,
upon exercise of the Option, shares of Issuer Common Stock necessary for
Grantee to exercise the Option, and Issuer will

3
<PAGE> 221

take all necessary corporate action to authorize and reserve for issuance all
additional shares of Issuer Common Stock or other securities which may be
issued pursuant to Section 7 upon exercise of the Option. The shares of Issuer
Common Stock to be issued upon due exercise of the Option, including all
additional shares of Issuer Common Stock or other securities which may be
issuable pursuant to Section 7, upon issuance pursuant hereto, shall be duly
and validly issued, fully paid and nonassessable (except for assessments made
pursuant to Section 662 of the California Financial Code), and shall be
delivered free and clear of all liens, claims, charges and encumbrances of any
kind or nature whatsoever, including any preemptive rights of any stockholder
of Issuer, except if and to the extent imposed by law.

(c) Board Action. The performance by Issuer of this Agreement and the
transactions contemplated hereby (including the exercise of the Option) do not
require any approval of the stockholders of Issuer.

6. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:

(a) Due Authorization. Grantee has all requisite corporate power
and authority to enter into this Agreement and, subject to any approvals or
consents referred to herein, to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Grantee. This Agreement has been duly executed
and delivered by Grantee.

(b) Purchase Not for Distribution. This Option is not being, and any
Option Shares or other securities acquired by Grantee upon exercise of the
Option will not be, acquired with a view to the public distribution thereof.

7. Adjustment Upon Changes in Capitalization, etc. In the event of
any change in Issuer Common Stock by reason of a stock dividend, stock split,
split up, recapitalization, combination, exchange of shares or similar
transaction, the Purchase Price for the Option Shares; shall be adjusted
appropriately.

8. Listing. If Issuer Common Stock or any other securities to be
acquired upon exercise of the Option are then authorized for quotation on the
American Stock Exchange, NASDAQ, the New York Stock Exchange (NYSE) or any
securities exchange, Issuer, upon the request of Grantee, will promptly file an
application to authorize for quotation the shares of Issuer Common Stock or
other securities to be acquired upon exercise of the Option on the American
Stock Exchange, NASDAQ, NYSE or such other securities exchange and will use its
best efforts to obtain approval of such listing as soon as practicable.

4
<PAGE> 222

9. Division of Option. This Agreement (and the Option granted
hereby) are exchangeable, without expense, at the option of Grantee, upon
presentation and surrender of this Agreement at the principal office of Issuer
for other Agreements providing for an Option of a different denomination
entitling the holder thereof to purchase in the aggregate the same or some
lesser number of shares of Issuer Common Stock purchasable hereunder; provided,
however, that in no event shall any Option be exercisable except in whole. The
terms "Agreement" and "Option" as used herein include any other Agreements and
related Options for which this Agreement (and the Option granted hereby) may be
exchanged. Upon receipt by Issuer of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Agreement, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Agreement, if mutilated, Issuer will
execute and deliver a new Agreement of like tenor and date. Any such new
Agreement executed and delivered shall constitute an additional contractual
obligation on the part of Issuer, whether or not the Agreement so lost, stolen,
destroyed or mutilated shall at any time be enforceable by anyone.

10. Miscellaneous. (a) Expenses. Except as otherwise provided in
Section 8, each of the parties hereto shall bear and pay all costs and expenses
incurred by it or on its behalf in connection with the grant or exercise of
this Option, including fees and expenses of its own financial consultants,
investment bankers, accountants and counsel.

(b) Waiver and Amendment. Any provision of this Agreement may be
waived at any time by the party that is entitled to the benefits of such
provision. This Agreement may not be modified, amended, altered or supplemented
except upon the execution and delivery of a written agreement executed by the
parties hereto.

(c) Entire Agreement; No Third-Party Beneficiary; Severability. This
Agreement, together with the Merger Agreement and the other documents and
instruments referred to herein and therein (i) constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof and (ii) is not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or a federal or state
regulatory agency to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
If for any reason such court or regulatory agency determines that the Option
does not permit Grantee to acquire, or does not require Issuer to repurchase,
the full number of shares of Issuer Common Stock as provided in Sections 3 and
8 (as adjusted pursuant to Section 7), it is the express intention of Issuer to
allow Grantee to

5
<PAGE> 223

acquire or to require Issuer to repurchase such lesser number of shares as may
be permissible without any amendment or modification hereof.

(d) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of California without regard to any
applicable conflicts of law rules.

(e) Descriptive Headings. The descriptive headings contained herein
are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

(f) Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be given (and
shall be deemed to have been duly received if so given) by personal delivery,
by telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) to the parties as follows:

If to Issuer:

METROBANK
10900 Wilshire Boulevard
Los Angeles, California 90024
Attention: David Buell, Chief Executive
Officer

with a copy to:

LOEB AND LOEB
1000 Wilshire Boulevard
Suite 1800
Los Angeles, California 90017
Attention: Robert S. Barry, Esq.

If to Grantee:

COMERICA INCORPORATED
Corporate Secretary - Corporate Legal
Department
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
Attention: Mark W. Yonkman

6
<PAGE> 224

or to such other address as a party may have furnished to the others in writing
in accordance with this paragraph, except that notices of change of address
shall only be effective upon receipt. Any notice, demand or other
communication given pursuant to the provisions of this Section 11(f) shall be
deemed to have been given on the date actually delivered or three days
following the date mailed, as the case may be.

(g) Counterparts. This Agreement and any amendments hereto may be
executed in two counterparts, each of which shall be considered one and the
same agreement and shall become effective when both counterparts have been
signed, it being understood that both parties need not sign the same
counterpart.

(h) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder or under the Option shall be assigned by any
of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other party, except that Grantee may assign this
Agreement to a wholly owned subsidiary of Grantee and Grantee may assign its
rights hereunder in whole or in part after the occurrence of a Purchase Event,
subject to approval of the California State Banking Department. Subject to the
preceding sentence, this Agreement shall be binding upon, inure to the benefit
of and be enforceable by the parties and their respective successors and
assigns.

(i) Further Assurances. In the event of any exercise of the Option by
Grantee, Issuer and Grantee shall execute and deliver all other documents and
instruments and take all other action that may be reasonably necessary in order
to consummate the transactions provided for by such exercise.

(j) Specific Performance. The parties hereto agree that this
Agreement may be enforced by either party through specific performance,
injunctive relief and other equitable relief. Both parties further agree to
waive any requirement for the securing or posting of any bond in connection
with the obtaining of any such equitable relief and that this provision is
without prejudice to any other rights that the parties hereto may have for any
failure to perform this Agreement.

7
<PAGE> 225

IN WITNESS WHEREOF, Issuer and Grantee have caused this Stock Option
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the day and year first written above.

METROBANK

By: /s/ David Buell
---------------------
Name: David Buell
Title: Chief Executive Officer

COMERICA INCORPORATED

By: /s/ Mark W. Yonkman
---------------------
Name: Mark W. Yonkman
Title: Vice President and
Assistant Secretary

8
<PAGE> 226
----------------------------------------------------------------------------

Annex F

FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C.

FORM F-4

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED MARCH 31, 1995

METROBANK
(EXACT NAME OF BANK AS SPECIFIED IN ITS CHARTER)

95-3271474
(IRS EMPLOYER IDENTIFICATION NO.)

10900 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

90024
(ZIP CODE)

(310) 824-5700
(BANK'S TELEPHONE NUMBER INCLUDING AREA CODE)

INDICATE BY CHECK-MARK WHETHER THE BANK (1) HAS FILED ALL REPORTS REQUIRED TO
BE FILED BY SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE
PRECEDING TWELVE MONTHS (OR FOR SUCH SHORTER PERIODS THAT THE BANK WAS REQUIRED
TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST NINETY DAYS.

YES XX NO __________

THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 31, 1995:
5,377,124

----------------------------------------------------------------------------
<PAGE> 227

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31, 1995, DECEMBER 31, 1994 AND MARCH 31, 1994

CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994

CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

<PAGE> 228
METROBANK
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

($ in thousands, except MARCH 31, MARCH 31,
per share amounts) 1995 DECEMBER 31, 1994
(UNAUDITED) 1994 (UNAUDITED)

ASSETS
<S> <C> <C> <C>
Cash and cash equivalents $ 84,389 $ 96,824 $ 92,536
Federal funds sold 110,000 90,000 35,000
Investment securities available for sale 63,623 67,958 85,393
Investment securities held to maturity 142,818 149,923 168,043
Gross loans 658,449 614,257 576,720
Allowance for possible loan losses (13,690) (12,791) (13,467)
Investment in real estate 16,021 16,197 16,680
Accrued interest receivable 7,315 7,648 6,318
Other real estate owned, net 304 3,520 5,495
Premises and equipment, net 2,386 2,411 2,691
Other assets 11,319 16,225 7,705
---------- ---------- ----------
Total Assets $1,082,934 $1,052,172 $ 983,114
========== ========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Time certificates $ 195,908 $ 141,640 $ 109,021
Other deposits 805,511 817,520 771,148
---------- ---------- ----------
Total deposits 1,001,419 959,160 880,169
Securities sold under agreement to repurchase
and federal funds purchased 750 13,825 1,500
Accrued interest payable 926 547 348
Funds payable on securities not yet settled -- -- 30,901
Other liabilities 7,650 8,425 4,223
---------- ---------- ----------
Total liabilities 1,010,745 981,957 917,141

Shareholders' equity:
Common stock 44,018 44,019 34,333
Unrealized gain (loss) on securities available for sale 16 (411) 867
Retained earnings 28,155 26,607 30,773
---------- ---------- ----------
Total shareholders' equity 72,189 70,215 65,973
---------- ---------- ----------
Total Liabilities and Shareholders' Equity $1,082,934 $1,052,172 $ 983,114
========== ========== ==========

Book value per share $13.43 $13.06 $12.61

Standby letters of credit $15,458 $5,412 $4,400

Ratio of average noninterest-bearing deposits
to average total deposits 47.2% 50.5% 49.9%

Ratio of average gross loans to average
total deposits 73.4% 69.9% 71.2%

Ratio of loan loss reserve to gross loans 2.08% 2.08% 2.34%

Tier 1 leverage ratio 7.4% 7.2% 7.2%

Tier 1 capital ratio 9.7% 10.1% 10.3%

Risk-based capital ratio 10.9% 11.4% 11.3%
========== ========== ==========

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

<PAGE> 229
METROBANK
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

Quarter Ended March 31,

($ in thousands, except 1995 1994
per share amounts)
<S> <C> <C>
Interest income:
Loans $ 15,604 $ 11,486
U.S. Treasury securities 2,439 2,651
Other securities 691 705
Other interest income 181 19
---------- ----------
18,915 14,861
Interest expense:
Time certificates of deposit 2,185 907
Other deposits 2,211 1,680
Securities sold under agreement to repurchase
and federal funds purchased 260 303
---------- ----------
4,656 2,890
---------- ----------
Net interest income 14,259 11,971

Provision for possible loan losses 1,100 415
---------- ----------
Net interest income after provision for possible
loan losses 13,159 11,556

Noninterest income:
Service charges on deposit accounts 250 310
Other noninterest income 875 808
---------- ----------
1,125 1,118
Noninterest expense:
Personnel expense 4,137 4,115
Occupancy, furniture and equipment expense 1,245 1,236
Other noninterest expense 5,279 4,775
---------- ----------
10,661 10,126
---------- ----------
Earnings before income taxes 3,623 2,548

Provision for income taxes 1,597 1,053
Income tax credit (330) (285)
---------- ----------
Net earnings $2,356 $1,780
========== ==========
Earnings per share $0.42 $0.34
Dividends declared per share $0.15 $0.14
========== ==========
Weighted average shares outstanding 5,672,750 5,232,281
========== ==========
Net return on average shareholders' equity 13.4% 11.0%
Net return on average assets 1.0% 0.8%
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

<PAGE> 230
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Three months ended March 31, 1995
Common Stock
----------------- Retained Guarantee of Unrealized
(Dollars in thousands) Shares Amount Earnings ESOP Loan Gain/(Loss) on Securities Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1994 5,377,124 $ 44,019 $ 26,607 $ - $ (411) $ 70,215

$0.15 per share cash dividend - - (808) - - (808)
Exercise of stock options - - - - - -
Adjustment for fractional shares
of stock dividend - (1) - - - (1)
Change in market valuation on securities
available for sale - - - - 427 427
Net earnings - - 2,356 - - 2,356
--------- -------- -------- -------- ------- --------
BALANCE, March 31, 1995 5,377,124 $ 44,018 $ 28,155 $ - $ 16 $ 72,189
========= ======== ======== ======== ======= ========

</TABLE>

<TABLE>
<CAPTION>
Three months ended March 31, 1995
Common Stock
----------------- Retained Guarantee of Unrealized
(Dollars in thousands) Shares Amount Earnings ESOP Loan Gain/(Loss) on Securities Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1993 5,232,281 $ 34,333 $ 29,707 $ (288) $ 0 $ 63,752

$0.14 per share cash dividend - - (714) - - (714)
Exercise of stock options - - - - - -
Reduction in indebtness for ESOP - - - 288 - 288
Change in market valuation on securities
available for sale - - - - 867 867
Net earnings - - 1,780 - - 1,780
--------- -------- -------- -------- ------- --------
BALANCE, March 31, 1994 5,232,281 $ 34,333 $ 30,773 $ 0 $ 867 $ 65,973
========= ======== ======== ======== ======= ========

</TABLE>

The accompanying notes are an intergral part of these consolidated statements.

<PAGE> 231
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Quarter ended March 31,
1995 1994
(in thousands)
--------- ---------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 2,356 $ 1,780
--------- ---------

Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Net amortization of investment securities 619 727
Depreciation and amortization 230 225
Provision for possible loan losses 1,100 415
Loss on sale of OREO 104 -
Provision for OREO losses 100 250
Loss on sale of FF&E 5 -
Decrease in deferred taxes 917 771
Decrease (increase) in accrued interest receivable 333 (384)
Decrease (increase) in other assets 3,685 (65)
Increase (decrease) in accrued interest payable 379 (24)
Decrease in other liabilities (775) (737)
--------- ---------
Total adjustments 6,697 1,178
--------- ---------
Net cash provided by operating activities 9,053 2,958
--------- ---------

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of investment securities available for sale (42) (97)
Proceeds from principal payments and maturities of investment securities 11,592 14,525
Loan fundings, net of principal collected (43,996) (10,782)
Proceed from sales of other real estate owned 3,268 -
Purchase of premises and equipment (205) (62)
Decrease in real estate investments 176 142
Decrease (increase) in banker's acceptances (657) 236
--------- ---------
Net cash provided by (used in) investing activities (29,864) 3,962
--------- ---------

CASH FLOW FROM FINANCING ACTIVITIES:
Net decrease in demand deposits, NOW, and savings (12,009) (3,753)
Net increase (decrease) in certificates of deposit 54,268 (1,465)
Increase (decrease) in repurchase agreements and federal funds purchased (13,075) 400
Dividends paid (808) (714)
--------- ---------
Net cash provided by (used in) financing activities 28,376 (5,532)
--------- ---------
Net increase in cash and cash equivalents 7,565 1,388
--------- ---------

CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 186,824 126,148
--------- ---------
CASH AND CASH EQUIVALENTS, END OF FIRST QUARTER $ 194,389 $ 127,536
--------- ---------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the first three months for:
Interest $ 4,278 $ 2,914
Income taxes 350 -
--------- ---------

SUPPLEMENTAL DISCLOSURE OF NONCASH AND FINANCING ACTIVITIES:
Guarantee of ESOP loan $ - $ (288)
Foreclosed real estate loans 304 -
========= =========
</TABLE>

The accompanying notes are an integral part of these statements.
<PAGE> 232
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying consolidated statements of the financial
condition of Metrobank at March 31, 1995 and 1994, and the
consolidated statements of earnings, consolidated statements of
changes in shareholders' equity and consolidated statements of cash
flows for the periods presented, have been prepared by the Bank
without an audit. In the opinion of Management, all adjustments
necessary to present fairly the financial position, results of
operations and statements of cash flows at March 31, 1995 and 1994
and for all periods presented have been made. Management has
elected to omit substantially all of the disclosures required by
generally accepted accounting principles, and, accordingly, these
financial statements do not purport to present the Bank's financial
position in accordance with generally accepted accounting
principles.

These financial statements should be read in conjunction with
the consolidated financial statements contained in the Bank's Annual
Report (Form F-2).

Note 2. Investments

Investment securities are stated at cost, with any discount or
premium accreted or amortized to maturity using the effective
interest method. Adjustments to the lower of cost or market value
are made if Management does not intend to or is financially unable
to hold the security to maturity, or if a decline in value indicates
a possible impairment of the ability to recover principal. Realized
gains and losses are determined on a specific identification basis.

The Bank adopted the Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" on January 1, 1994. SFAS No. 115
requires that an entity classify and account for its investments in
equity securities that have readily determinable fair values and for
all of its investments in debt securities as either trading,
available for sale, or held to maturity, and report these
investments at fair value or amortized cost as stipulated by SFAS
No. 115. Investments in debt securities shall be classified as held
to maturity and recorded at amortized cost only if the Bank has a
positive intent and ability to hold those securities to maturity.
Securities that are purchased and held principally for the purpose of
selling them in the near term (thus held for only a short period of
time) shall be classified as trading securities. Securities
classified as trading shall be carried at fair value with any
unrealized gains or losses, net of tax, reflected in current
earnings. At this time, the BANK does not have a trading portfolio.
Investments not classified as either held to maturity or trading
shall be classified as available for sale securities. Securities
classified as available for sale shall be carried

<PAGE> 233

at fair value with any unrealized gains or losses, net of tax,
reflected as an addition or reduction of shareholders' equity.

Note 3. Earnings Per Share

Earnings per common share are based on the weighted-average number of
shares outstanding during the period. Stock options have been
included as common stock equivalents. On December 20, 1994, the Bank
declared a 10% stock dividend, payable on January 20, 1995. This is a
noncash dividend and has been excluded from the consolidated statement
of cash flows. The earnings per common share for 1994 has been
restated for the effect of the stock dividend.

Note 4. Letters of Credit

The Bank had outstanding letters of credit of $26.1 million as of
March 31, 1995, $16.3 million as of December 31, 1994, and $11.0
million as of March 31, 1994.
<PAGE> 234

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Introduction

Management's discussion and analysis of financial condition and results of
operations is designed to provide a better understanding of significant trends
relating to the Bank's financial condition, results of operations, capital
resources and liquidity. Management's discussion and analysis of its financial
condition and results of operations should be read in conjunction with the
consolidated financial statements and related notes to the financial statements
of the Bank that appear elsewhere in this report.

Net Earnings

For the three month period ending March 31, 1995, the Bank reported net
earnings of $2.4 million, or $0.42 per share, respectively, compared to $1.8
million, or $0.34 per share, respectively, for the same period in the prior
year.

Net Interest Income

The Bank's operating results depend primarily on the level of net interest
income (the difference between the interest earned on loans and investments
less interest expense on deposits and other borrowings). A primary factor
affecting the level of net interest income is the Bank's interest rate margin
between the yield earned on interest-earning assets and the rate paid on
interest-bearing liabilities.

The Bank's net interest income before provision for possible loan losses was
$14.3 million for the quarter ended March 31, 1995, as compared to $12.0
million for the quarter ended March 31, 1994. A majority of this increase in
net interest income was caused by an increase in interest income.

Interest and fee income was $18.9 million for the first quarter of 1995
compared to $14.9 million for the first quarter of 1994. Total interest income
increased by approximately $4.0 million for the quarter ended March 31, 1995,
as compared to the quarter ended March 31, 1994. Average earning assets for
the quarter ended March 31, 1995 was $867.4 million, as compared to $804.2
million in the prior year. This increase in earning assets resulted in an
increase in interest income of approximately $1.6 million. Additionally, the
average interest rate on earning assets increased 1.35% to 8.84% in the first
quarter of 1995 as compared to the first quarter of 1994. This increase
resulted in an additional $2.4 million in interest income.

Total interest expense was $4.6 million for the quarter ended March 31, 1995,
compared to $2.9 million in the prior year. The Bank's average cost of funds
increased 1.26% to 3.95%. This
<PAGE> 235

increase resulted in an additional expense of $1.2 million. The Bank also
increased its level of interest-bearing funds by $43.0 million which increased
interest expense by approximately $500,000.

Total loan interest and fee income for the first quarter of 1995 was $15.6
million, compared to $11.5 million for the first quarter of 1994. This
increase of approximately $4.1 million resulted from an increase in average
loans of $72.1 million over the prior year, which increased interest income by
approximately $1.8 million. The average rate on loans for the quarter ended
March 31, 1995 was 9.90%, which is a 1.69% increase from 8.21% for the prior
year. This increase resulted in an additional $2.3 million in interest income.

Interest on investment securities was $3.1 million for the first quarter of
1995, compared to $3.3 million in the prior year. This decrease of
approximately $200,000 is due to the decrease in average investment securities
of $20.0 million. This decrease in average balances reduced interest income by
$300,000 from the prior year.

Interest expense on time deposits was $2.2 million for the quarter ended March
31, 1995, compared to $900,000 for the quarter ended March 31, 1994. This
increase of $1.3 million is due to a $54.6 million increase in the average
balance of time deposits. This increase in time deposits resulted in an
additional expense of approximately $800,000. The average cost of time
deposits also increased 2.04% to 5.51% for the first quarter of 1995. This
increase resulted in an increase in interest expense of approximately $500,000.

The interest expense on other interest-bearing deposits increased to $2.2
million for the first quarter of 1995 from $1.7 million in the same period of
1994. This increase is due to the average cost of funds increasing 0.67% to
3.00% for the first quarter of 1995. The increase resulted in an additional
$500,000 of interest expense.

Average borrowings for the first quarter of 1995 were $18.2 million, or $17.9
million below the prior year. This decrease in the average borrowings
decreased interest expense by approximately $200,000. The average rate
increased 2.37% from the first quarter of 1994 to 5.73% in 1995, resulting in
an additional $200,000 in interest expense.
<PAGE> 236

The table below details the changes in interest income and interest expense by
component, and the amount of change attributable to variations in interest
rates and average balances:

<TABLE>
<CAPTION>
Quarter ended March 31, 1995
over Quarter ended March 31, 1994
--------------------------------------------------------------

Total
Increase Change Due To:
In thousands (Decrease) Rate Volume
-------------- --------------- ---------------
<S> <C> <C> <C>
INTEREST INCOME:
Loans and bankers' acceptances $ 4,118 $ 2,358 $ 1,760
Investment securities (226) 62 (288)
Other interest income 162 16 146
--------- --------- ---------
Total $ 4,054 $ 2,436 $ 1,618
--------- --------- ---------
INTEREST EXPENSE:
NOW and money market deposits 528 487 41
Savings deposits 3 0 3
Time deposits 1,278 535 743
Funds purchased and securities sold
under agreements to repurchase (43) 211 (254)
--------- --------- ---------
Total $ 1,766 $ 1,233 $ 533
--------- --------- ---------
Net interest income $ 2,288 $ 1,203 $ 1,085
========= ========= =========
</TABLE>

Provision for Possible Loan Losses

The Bank maintains an allowance for loan losses at a level which management
deems adequate to offset potential losses. Loans deemed to be uncollectible
are charged to this allowance; subsequent recoveries, if any, are credited back
to the allowance. Additions to the allowance are made on a regular basis
through charges to operations and are reflected in the Bank's statement of
earnings as a provision for possible loan losses. The balance of the allowance
for possible loan losses reflects the amount which, in management's judgement,
is adequate to provide for potential loan losses after weighing the mix of the
loan portfolio, current economic conditions, past loan loss experience and
other factors relevant to estimating loan losses. The adequacy of the
allowance for possible loan losses is also evaluated relative to the level of
non-performing loans (those for which principal or interest is past due more
than 90 days and those on nonaccrual status).

In evaluating the adequacy of the allowance for possible loan losses,
management also reviews the balance of the allowance as a percentage of loans
outstanding less loans considered secured. Such security generally is composed
of cash and first trust deeds on real property. The existence of collateral
does not, however, eliminate all credit risk as property acquired through
foreclosure ("OREO") may not be saleable for an amount sufficient to offset the
entire loan amount and
<PAGE> 237

costs associated with foreclosure. Although management believes that the
allowance for possible loan losses is adequate, future provisions will be
subject to continuing evaluation of risks inherent in the loan portfolio.

The Bank adopted SFAS No. 114, "Accounting by Creditors for Impairment of a
Loan" on January 1, 1995. SFAS No. 114 requires that the Bank determine the
allowance for possible loan losses for an impaired loan by estimating the
present value of the expected cash flows using the contractual interest rate of
the loan as a discount rate. Alternatively, the fair value of the collateral
may be used if the loan is collateral dependent. A loan is considered impaired
when it becomes probable that a borrower will not be able to pay all amounts
due according to the contractual terms of the loan agreement. The Bank
considers any loan that is placed on nonaccrual status as impaired, and
evaluates each credit per the guidelines outlined in SFAS No. 114. This
accounting pronouncement has not had a material impact on the financial
position of the Bank or on the consolidated statements of earnings.

The provision for possible loan losses of $1.1 million was $700,000 more than
the provision in the first quarter of the prior year. Management's intention
is to maintain the allowance for possible loan losses at a level sufficient to
provide for its loss expectations. The Bank's ratio of the allowance to total
loans was 2.08% and 2.34% as of March 31, 1995 and March 31, 1994,
respectively.

Loan charge-offs (net of recoveries) for the three months ended March 31, 1995
totalled approximately $201,000. This compares to net charge-offs of $53,000
for the three months ended March 31, 1994. This increase during the first
quarter is primarily attributable to the charge-off of real estate credits.

The ability of the Bank's borrowers to repay their loans is dependent, to a
large extent, on the overall economic climate as well as real estate values in
Southern California. As of December 31, 1994, the Bank had approximately $16.8
million in nonperforming assets which consisted primarily of $3.5 million in
other real estate owned, $11.3 million of nonaccrual loans and $2.0 million in
loans which were over ninety days delinquent with respect to principal or
interest. As of March 31, 1995, the Bank had approximately $15.9 million in
nonperforming assets of which consisted of $300,000 in other real estate owned,
$14.2 million of nonaccrual loans and $1.4 million in loans which were over
ninety days delinquent with respect to either principal or interest. Total
nonperforming assets expressed as a percentage of total assets as of December
31, 1994 and March 31, 1995 was approximately 1.60% and 1.47%, respectively.

Noninterest Income

Noninterest income totalled $1.1 million for the quarters ended March 31, 1995
and March 31, 1994. There was no significant change in noninterest income from
the prior year's period.

Noninterest Expense

Noninterest expense totalled $10.6 million for the first quarter of 1995 as
compared to $10.1 million for the first quarter of 1994. This increase of
$500,000 was primarily the result of
<PAGE> 238

an increase of $1.0 million in data processing and other services paid on
behalf of certain depository relationships. This is directly attributable to
an increase in the costs of servicing noninterest-bearing deposits. Average
noninterest-bearing deposits totalled $410.9 million for the first quarter of
1995 compared to $398.0 million for the first quarter of 1994. In addition,
other real estate owned provisions and expenses increased $200,000 compared to
the first quarter of 1994. These increases were offset by a $400,000 decrease
in professional services and a $300,000 decrease in all other noninterest
expenses.

Income Taxes

The Bank's effective tax rate for the three months ended March 31, 1995 was
approximately 34.97%, compared to 30.14% for the three months ended March 31,
1994. The Bank's effective tax rate is less than the statutory rate primarily
as a result of the utilization of income tax credits generated by its low
income housing project. The utilization of these credits, however, is subject
to certain alternative minimum tax limitations.

Capital Resources

As of March 31, 1995, shareholders' equity totalled $72.2 million, an increase
of approximately $6.2 million from March 31, 1994. This increase in equity was
caused by net income of $8.7 million for the twelve months ended March 31, 1995
and $1.3 million in additional capital as a result of the exercise of stock
options. This was offset by the declaration of cash dividends totalling $3.0
million during the past twelve months and a $800,000 decrease in the unrealized
gain on securities classified as available for sale. As of March 31, 1995, the
Bank's risk-based capital ratio and tier one capital ratio were 10.9% and 9.7%,
respectively. Both ratios exceed the regulatory requirements of 8.0% and 4.0%,
respectively. As of March 31, 1994, the Bank's risk-based capital and tier one
capital ratios were 11.3% and 10.3%, respectively. Additionally, on July 6,
1993 the Bank entered into a Memorandum of Understanding (MOU) with the Federal
Deposit Insurance Corporation (FDIC). The FDIC mandated that the Bank must
maintain a tier 1 leverage capital ratio of at least 6.5%. The Bank's tier 1
leverage capital ratio as of March 31, 1995 and March 31, 1994 was 7.4% and
7.2%, respectively. Based upon the results of its most recent examination, the
Bank was notified in the first quarter of 1995 that the FDIC was removing the
Bank from its MOU.

Investments and Liquidity

Beginning January 1, 1994, Metrobank was required to implement Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." This statement requires that
institutions classify investment securities as either held to maturity,
available for sale, or trading. Investments classified as held to maturity
will be carried at amortized cost. Investments classified as available for
sale must be marked to market with unrealized gains or losses, net of the
taxes, included in equity. Trading securities must also be marked to market,
however, unrealized gains or losses must be reflected in current earnings.

During the second quarter of 1993, prior to the adoption of SFAS No. 115,
Metrobank had classified its investment securities as either held to maturity
or held for sale. The Bank does not
<PAGE> 239

anticipate holding any securities in a trading account. As of March 31, 1995,
the Bank had approximately $206.4 million in investment securities, consisting
of $168.1 million in U.S. Treasury securities, $35.1 million in mortgage-backed
securities and $3.2 million in FHLB stock and other securities. $60.6 million
of the U.S. Treasury securities and the FHLB stock have been classified as
available for sale, while the remainder of the Treasury securities, as well as
the mortgage-backed securities have been classified as held to maturity. As of
March 31, 1995, the Bank had a $29,000 pre-tax unrealized gain in the available
for sale portion of the U.S. Treasury securities portfolio, and a $3.2 million
pre-tax unrealized loss in the held to maturity portion of the portfolio.

The liquidity levels of the Bank are managed by its Asset/Liability Management
Committee. This committee is charged with the responsibility of ensuring that
reserve balances are maintained and to ensure that the Bank obtains funds
necessary to meet existing deposit outflow requirements, as well as asset
growth. The Bank's primary source of funds is derived from principal and
interest payments on loans, principal and interest payments on its investment
portfolio, generation of noninterest-bearing and interest-bearing deposits,
and, to a lesser extent, borrowings.

Inasmuch as a significant portion of the Bank's deposit base is concentrated in
specialized niche industries (for example, escrow and title insurance
companies), which closely parallel the real estate economy in Southern
California, the Bank is subject to fluctuations in demand deposits. To
mitigate this exposure, the Bank operates a money desk as a means of
supplementing funding activities. Additionally, the Bank has established
unsecured credit facilities of approximately $100.0 million, or 9.99% of total
deposits, and secured credit facilities of $135.4 million, or 13.52% of total
deposits. The combination of these facilities provides the Bank with a
secondary source of liquidity of approximately $235.4 million, or 23.51% of
total deposits.

Definitive Agreement to Acquire National Bank of Long Beach

On September 1, 1994, Metrobank entered into a definitive agreement to purchase
National Bank of Long Beach from its Danish parent, Topdanmark Bank A/S.
According to the terms of the agreement, Metrobank will purchase all
outstanding common and preferred National Bank of Long Beach stock for cash at
book value subject to certain valuation adjustments. The transaction, approved
by the regulatory agencies during the first quarter of 1995, closed during
April 1995.

As of March 31, 1995, National Bank of Long Beach had approximately $127.2
million in gross loans and $189.3 million in total deposits. Shareholder's
equity at March 31, 1995 totalled approximately $26.4 million. Additionally,
Metrobank has agreed to acquire certain nonclassified performing loans which
are currently participated from National Bank of Long Beach to its parent.
These loans total approximately $11.4 million.
<PAGE> 240

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Bank has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: May 10, 1995 Metrobank
------------------------------------
(Bank)

By: /s/ David P. Malone
----------------------------------
David P. Malone
Executive Vice President
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Bank in
the capacities indicated on the date set forth above.

Signature

/s/ Eugene Louie
-----------------------------------
Eugene Louie
First Vice President/Controller
(Principal Accounting Officer)
<PAGE> 241
ANNEX G
----------------------------------------------------------------------------

FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C.

FORM F-4

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTER ENDED JUNE 30, 1995

METROBANK
(EXACT NAME OF BANK AS SPECIFIED IN ITS CHARTER)

95-3271474
(IRS EMPLOYER IDENTIFICATION NO.)

10900 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

90024
(ZIP CODE)

(310) 824-5700
(BANK'S TELEPHONE NUMBER INCLUDING AREA CODE)

YES XX NO
----------- -------------

THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF JUNE 30, 1995: 5,475,387

----------------------------------------------------------------------------
<PAGE> 242

TABLE OF CONTENTS

FINANCIAL INFORMATION

<TABLE>
<S> <C>
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A) CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
JUNE 30, 1995, DECEMBER 31, 1994 AND JUNE 30, 1994 . . . . . . . . . . . . . . . . . . . . PAGE 3

B) CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1995
AND JUNE 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAGE 4

C) CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994 . . . . . . . . . . . . . . . . . . . . . PAGE 5

D) CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994 . . . . . . . . . . . . . . . . . . . . . PAGE 6

E) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . PAGE 7

2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAGE 11

</TABLE>
<PAGE> 243
METROBANK
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
June 30, June 30,
1995 December 31, 1994
(Dollars in thousands, except per (Unaudited) 1994 (Unaudited)
share amounts)
--------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 123,680 $ 96,824 $ 105,631
Federal funds sold 170,000 90,000 30,000
Investment securities available for sale - 67,958 162,150
Investment securities held to maturity 215,986 149,923 76,298
Gross loans 781,864 614,257 596,720
Allowance for possible loan losses (15,651) (12,791) (13,625)
Accrued interest receivable 7,237 7,648 5,588
Other real estate owned, net 1,060 3,520 5,145
Premises and equipment, net 3,594 2,411 2,695
Investment in real estate 15,846 16,197 16,538
Other assets 17,627 16,225 9,808
----------- ----------- ----------
Total Assets $ 1,321,243 $ 1,052,172 $ 996,948
=========== =========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Time certificates $ 202,736 $ 141,640 $ 128,351
Other deposits 1,026,576 817,520 781,442
----------- ----------- ----------
Total deposits 1,229,312 959,160 909,793
Securities sold under agreement to
repurchase and federal funds
purchased 6,875 13,825 13,830
Accrued interest payable 1,125 547 380
Other liabilities 9,128 8,425 6,245
----------- ----------- ----------
Total liabilities 1,246,440 981,957 930,248

Shareholders' equity:
Common stock 44,757 44,019 34,717
Retained earnings 30,046 26,607 31,757
Unrealized gain (loss) on securities
available for sale -- (411) 226
----------- ----------- ----------
Total shareholders' equity 74,803 70,215 66,700
----------- ----------- ----------
Total Liabilities and
Shareholders' Equity $ 1,321,243 $ 1,052,172 $ 996,948
=========== =========== ==========

Book value per share $13.66 $13.06 $12.65

Standby letters of credit $10,607 $5,412 $5,137

Ratio of average noninterest-bearing
deposits to average total deposits 46.3% 50.5% 51.3%

Ratio of average gross loans to average
total deposits 72.2% 69.9% 70.1%

Ratio of loan loss reserve to gross loans 2.00% 2.08% 2.28%

Tier 1 leverage ratio 6.1% 7.2% 7.0%

Tier 1 capital ratio 8.2% 10.1% 9.9%

Risk-based capital ratio 9.5% 11.4% 11.2%
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

<PAGE> 244
METROBANK
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1995 1994 1995 1994
(Dollars in thousands, execept per share amounts) ------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Loans $ 19,775 $ 12,565 $ 35,379 $ 24,051
U.S. Treasury securities 2,691 2,942 5,130 5,593
Other securities 721 681 1,412 1,386
Other interest income 723 36 904 55
---------- --------- --------- ---------
23,910 16,224 42,825 31,085
Interest expense:
Time certificates of deposit 3,112 1,081 5,297 1,988
Other deposits 2,887 1,763 5,098 3,443
Securities sold under agreement to repurchase
and federal funds purchased 68 396 328 699
---------- --------- --------- ---------
6,067 3,240 10,723 6,130
---------- --------- --------- ---------
Net interest income 17,843 12,984 32,102 24,955

Provision for possible loan losses 1,200 1,000 2,300 1,415
---------- --------- --------- ---------
Net interest income after provision for possible
loan losses 16,643 11,984 29,802 23,540

Noninterest income:
Service charges on deposit accounts 354 287 604 597
Gain on sale of securities 212 -- 212 --
Other noninterest income 1,023 830 1,898 1,638
---------- --------- --------- ---------
1,589 1,117 2,714 2,235
Noninterest expense:
Personnel expense 5,569 3,985 9,706 8,100
Occupancy, furniture and equipment expense 1,518 1,267 2,763 2,503
Other noninterest expense 6,961 5,488 12,240 10,263
---------- --------- --------- ---------
14,048 10,740 24,709 20,866
---------- --------- --------- ---------
Earnings before income taxes 4,184 2,361 7,807 4,909

Provision for income taxes 1,882 976 3,479 2,029
Income tax credit (395) (315) (725) (600)
---------- --------- --------- ---------
Net earnings $ 2,697 $ 1,700 $ 5,053 $ 3,480
========== ========== ========== ==========
Earnings per share $0.47 $0.31 $0.88 $0.64
Dividends declared per share $0.15 $0.14 $0.30 $0.27
========== ========= =========== ==========
Weighted average shares outstanding 5,749,823 5,563,625 5,738,810 5,480,951
========== ========== ========== ==========

Net return on average shareholders' equity 14.7% 10.3% 14.1% 10.6%
Net return on average assets 0.9% 0.7% 0.9% 0.8%
========== ========== ========== ==========

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

4
<PAGE> 245
METROBANK
CONSOLIDATED STATEMENTS OF CHANGES ON SHAREHOLDERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
Six months ended June 30, 1995
-------------------------------------------------------------------------------
Common Stock Unrealized
----------------------- Retained Guarantee of Gain/(Loss)
(Dollars in thousands) Shares Amount Earnings ESOP Loan on Securities Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994 5,377,124 $ 44,019 $ 26,607 $ -- $ (411) $ 70,215

$0.30 per share cash dividend -- -- (1,614) -- -- (1,614)
Exercise of stock options 98,263 739 -- -- -- 739
Adjustment for fractional shares
of stock dividend -- (1) -- -- -- (1)
Change in market valuation on
securities available for sale -- -- -- -- 411 411
Net earnings -- -- 5,053 -- -- 5,053
--------- -------- --------- --------- --------- ---------
Balance, June 30, 1995 5,475,387 $ 44,757 $ 30,046 $ -- $ -- $ 74,803
========= ======== ========= ========= ========= =========

<CAPTION>
Six months ended June 30, 1995
-------------------------------------------------------------------------------
Common Stock Unrealized
----------------------- Retained Guarantee of Gain/(Loss)
(Dollars in thousands) Shares Amount Earnings ESOP Loan on Securities Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1993 5,232,281 $ 34,333 $ 29,707 $ (288) $ -- $ 63,752

$0.27 per share cash dividend -- -- (1,430) -- -- (1,430)
Exercise of stock options 43,368 384 -- -- -- 384
Reduction in indebtness for ESOP -- -- -- 288 -- 288
Change in market valuation on
securities available for sale -- -- -- -- 226 226
Net earnings -- -- 3,480 -- -- 3,480
--------- -------- --------- --------- --------- ---------
Balance, June 30, 1994 5,275,649 $ 34,717 $ 31,757 $ -- $ 226 $ 66,700
========= ======== ========= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

5
<PAGE> 246
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
Six months ended June 30,
(Dollars in thousands) 1995 1994
------------------------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 5,053 $ 3,480

Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Net amortization of investment securities 1,048 1,398
Depreciation and amortization of premises and equipment 518 453
Provision for possible loan losses 2,300 1,415
Provision for other real estate owned 100 600
Loss on sales of other real estate owned 162 --
Gain on sales of investment securities (212) --
Loss on sales of equipment 1 --
Amortization of intangibles 52 --
Increase in deferred taxes (2,101) (433)
Decrease (increase) in accrued interest receivable 411 (158)
Decrease (increase) in other assets 357 (512)
Increase in accrued interest payable 578 8
Increase in other liabilities 703 1,284
--------- ---------
Total adjustments 3,917 4,055
--------- ---------
Net cash provided by operating activities 8,970 7,535
--------- ---------

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of investment securities available for sale (75) (30,524)
Purchase of investment securities held to maturity (105,616) --
Proceeds from sales of investment securities 85,432 --
Proceeds from principal payments and maturities on
investment securities 22,018 27,779
Loan fundings, net of principal collected (167,877) (30,341)
Proceeds from sales of other real estate owned 3,960 --
Proceeds from sales of equipment 8 --
Purchase of premises and equipment (1,710) (294)
Decrease in investment in real estate 351 285
Increase in banker's acceptances (931) (1,047)
--------- ---------
Net cash used in investing activities (164,440) (34,142)
--------- ---------

CASH FLOW FROM FINANCING ACTIVITIES:
Net increase in demand deposits, money market, NOW,
and savings accounts 209,056 6,541
Net increase in time certificates 61,096 17,865
Net increase (decrease) in securities sold under agreement
to repurchase and federal funds purchased (6,950) 12,730
Dividends paid (1,615) (1,430)
Stock options exercised 739 384
--------- ---------
Net cash provided by financing activities 262,326 36,090
--------- ---------
Net increase in cash and cash equivalents 106,856 9,483
--------- ---------

CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 186,824 126,148
--------- ---------
CASH AND CASH EQUIVALENTS, END OF SECOND QUARTER $ 293,680 $ 135,631
--------- ---------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the first six months for:
Interest $ 10,146 $ 3,208
Income taxes 1,065 1,865
--------- ---------

SUPPLEMENTAL DISCLOSURE OF NONCASH AND FINANCING ACTIVITIES:
Foreclosed real estate loans 120 --
Loans made in conjuction with the sale of real estate owned 1,008 --
========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

<PAGE> 247

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying consolidated statements of the financial
condition of Metrobank (the Bank) at June 30, 1995 and 1994, and
the consolidated statements of earnings, consolidated statements
of changes in shareholders' equity and consolidated statements of
cash flows for the periods presented, have been prepared by the
Bank without an audit. In the opinion of Management, all
adjustments necessary to present fairly the financial position,
results of operations and statements of cash flows at June 30,
1995 and 1994 and for all periods presented have been made.
Management has elected to omit substantially all of the
disclosures required by generally accepted accounting principles,
and, accordingly, these financial statements do not purport to
present the Bank's financial position in accordance with generally
accepted accounting principles.

These financial statements should be read in conjunction with the
consolidated financial statements contained in the Bank's Annual
Report (Form F-2).

Note 2. Acquisition

On April 3, 1995, the Bank acquired National Bank of Long Beach, a
commercial business bank located in Long Beach with assets of
approximately $219.6 million, for $25.1 million in cash. The
acquisition was recorded using the purchase method of accounting.
The results of operations are included in the statements of
earnings beginning April 1, 1995, the effective date of the
acquisition. Goodwill and core deposit intangibles arising from
the purchase totaled $2.5 million. Goodwill of $1.2 million is
being amortized over 15 years on a straight-line basis. Core
deposit intangible of $1.3 million is being amortized over its
useful economic life, not to exceed 10 years.

The following unaudited pro forma statements of earnings are
provided for informational purposes only. This information is
being presented as if the acquisition of National Bank of Long
Beach had taken effect at the beginning of each period.

<TABLE>
<CAPTION>
Six months ended June 30,
In thousands 1995 1994
----------- ----------
<S> <C> <C>
Interest income $47,440 $38,471
Interest expense 11,590 7,542
-------- ---------
Net interest income 35,850 30,929
Provision for possible loan losses 2,300 1,515
--------- ---------
Net interest income after provision for possible loan losses 33,550 29,414
Noninterest income 3,282 3,804
Noninterest expense 31,929 27,701
-------- --------
Earnings before income taxes 4,903 5,517
Provision for income taxes 1,654 1,681
--------- ---------
Net earnings $ 3,249 $ 3,836
======== ========

Earnings per share $0.57 $0.70

</TABLE>

7
<PAGE> 248

Note 3. Investments

Investment securities are stated at cost, with any discount or
premium accreted or amortized to maturity using the effective
interest method. Adjustments to the lower of cost or market value
are made if Management does not intend to or is financially unable
to hold the security to maturity, or if a decline in value
indicates a possible impairment of the ability to recover
principal. Realized gains and losses are determined on a specific
identification basis.

The Bank adopted the Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" on January 1, 1994. SFAS No. 115 requires that
an entity classify and account for its investments in equity
securities that have readily determinable fair values and for all
of its investments in debt securities as either trading, available
for sale, or held to maturity, and report these investments at
fair value or amortized cost as stipulated by SFAS No. 115.
Investments in debt securities shall be classified as held to
maturity and recorded at amortized cost only if the Bank has a
positive intent and ability to hold those securities to maturity.
Securities that are purchased and held principally for the purpose
of selling them in the near term (thus held for only a short
period of time) shall be classified as trading securities.
Securities classified as trading shall be carried at fair value
with any unrealized gains or losses, net of tax, reflected in
current earnings. At this time, the Bank does not have a trading
portfolio. Investments not classified as either held to maturity
or trading shall be classified as available for sale securities.
Securities classified as available for sale shall be carried at
fair value with any unrealized gains or losses, net of tax,
reflected as an addition or reduction of shareholders' equity.

Note 4. Impaired Loans

Effective January 1, 1995, the Bank adopted SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan," as amended by
SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -
Income Recognition and Disclosures." SFAS No. 114 requires loans
to be measured for impairment using one of three methods when it
is probable that all amounts, including principal and interest,
will not be collected in accordance with the contractual terms of
the loan agreement. The amount of impairment and any subsequent
changes are recorded through the provision for loan losses as an
adjustment to the allowance for possible loan losses. SFAS No.
114 applies to all loans, whether collateralized or
uncollateralized, except for large groups of smaller-balance
homogenous loans that are collectively evaluated for impairment,
loans that are measured at fair value or at the lower of cost or
fair value, leases, and debt securities. In addition, it applies
to all loans that are restructured in a troubled debt
restructuring involving a modification of terms. However, such
loans restructured prior to the effective date of SFAS No. 114
that are performing in accordance with their restructured terms
are accounting for in accordance with SFAS No. 15, "Accounting by
Debtors and Creditors for Troubled Debt Restructurings."

8
<PAGE> 249

As required by SFAS No. 114, the Bank generally measures
impairment based upon the present value of the loan's expected
future cash flows, except where foreclosure or liquidation is
probable or when the primary source of repayment is provided by
real estate collateral. In these circumstances, impairment is
measured based upon the fair value of the collateral. In
addition, in certain rare circumstances, impairment may be based
on the loan's observable market value.

Generally, the Bank evaluates a loan for impairment in accordance
with SFAS No. 114 when it is placed on nonaccrual status and a
portion is internally risk rated as substandard or doubtful.
Adopting SFAS No. 114 did not affect the Bank's charge-off policy.
All of the Bank's impaired loans at June 30, 1995 were on
nonaccrual status.

The adoption of SFAS No. 114 did not have a material effect on the
Bank's financial position or results of operations.

The following is a summary of loans considered to be impaired in
accordance with SFAS No. 114:

<TABLE>
<CAPTION>
In thousands June 30, 1995
-------------
<S> <C>
Recorded investment in impaired loans not requiring an allowance for possible
loan losses as determined in accordance with SFAS No. 114 (1) $15,769
Recorded investment in impaired loans requiring an allowance for possible
loans losses as determined in accordance with SFAS No. 114 (2) 3,559
-------
Total recorded investment in impaired loans $19,328
=======
</TABLE>

(1) These loans do not require an allowance for possible loan
losses in accordance with SFAS No. 114 since the values of the
impaired loans equal or exceed the recorded investments in the
loans.

(2) These loans required an allowance for possible loan losses in
accordance with SFAS No. 114 since the value of the impaired loans
was less than the recorded investments in the loans. As of June
30, 1995, the required allowance for possible loan losses on these
loans was $600,000.

Of the recorded investment in impaired loans of $19.3 million at
June 30, 1995, $15.7 million was evaluated using the fair value of
the collateral and $3.6 million was evaluated using the present
value of the loan's expected future cash flows.

The average recorded investment in impaired loans for the three
and six months ended June 30, 1995 were $18.7 million and $9.4
million, respectively.

The Bank's policy for recognizing interest income on impaired
loans is the same as the policy applied to nonaccrual loans prior
to the adoption of SFAS No. 114. When the collectibility of the
total principal on a loan is in doubt, all payments received are
applied as a reduction to principal. Interest payments are
credited to interest income when the total collectibility of the
principal is not in doubt. There was no interest income
recognized on impaired loans for the three and six months ended
June 30, 1995.

9
<PAGE> 250
Note 5. Allowance for Possible Loan Losses

The following is an analysis of the activity in the allowance for
possible loan losses:

<TABLE>
<CAPTION>
3 Mths Ended 3 Mths Ended 6 Mths Ended 6 Mths Ended
In thousands June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance, beginning of period $13,690 $13,467 $12,791 $13,104

Loans charged-off 4,752 1,087 5,071 1,369
Recoveries on loans previously
charged-off 192 245 310 475
------- ------- ------- -------
Net loan charge-offs 4,560 842 4,761 894

Provision for possible loan losses 1,200 1,000 2,300 1,415
Acquisitions 5,321 0 5,321 0
------- ------- ------- -------
Balance, end of period $15,651 $13,625 $15,651 $13,625
======= ======= ======= =======

</TABLE>

Note 6. Earnings Per Share

Earnings per common share are based on the weighted-average number
of shares outstanding during the period. Stock options have been
included as common stock equivalents. On December 20, 1994, the
Bank declared a 10% stock dividend, payable on January 20, 1995.
This was a noncash dividend and has been excluded from the
consolidated statement of cash flows. Earnings per common share
for 1994 has been restated for the effect of the stock dividend.

Note 7. Letters of Credit

The Bank had outstanding letters of credit of $26.5 million as of
June 30, 1995, $16.3 million as of December 31, 1994, and $12.4
million as of June 30, 1994.

10
<PAGE> 251

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Introduction

Acquisition Overview

The Bank's assets have increased from $997 million at June 30, 1994 to $1.321
billion at June 30, 1995, an increase of $324 million or 32%. Historically,
the Bank has expanded through its internal growth. The opportunity to acquire
National Bank of Long Beach arose in 1994. The Bank consummated the
acquisition on April 3, 1995, with an effective date of April 1, 1995, for
$25.1 million in cash. National Bank of Long Beach, a commercial business bank
with assets of $219.6 million, loans of $127.2 million and deposits of $189.3
million, operated five offices in Los Angeles and Orange County. The expansion
into the Long Beach area fulfilled the Bank's strategic business plan of
expanding its business client base and enhancing the overall profitability of
the Bank. This transaction provided the Bank a stable and low cost source of
deposits and an earning asset base producing a relatively high yield. In
addition, various offices were merged into existing Metrobank offices providing
a means of realizing cost savings through the achievement of certain
operational efficiencies.

Net Earnings

For the three and six month periods ending June 30, 1995, the Bank reported net
earnings of $2.7 million, or $0.47 per share, and $5.1 million, or $0.88 per
share, respectively. This is compared to $1.7 million, or $0.31 per share, and
$3.5 million, or $0.64 per share, respectively, for the same periods in the
prior year.

Net Interest Income

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<PAGE> 252

The Bank's net interest income before provision for possible loan losses was
$17.8 million for the quarter ended June 30, 1995, as compared to $13.0 million
for the quarter ended June 30, 1994. The majority of this increase in net
interest income was caused by an increase in interest income.

Interest and fee income was $23.9 million for the second quarter of 1995
compared to $16.2 million for the second quarter of 1994. Total interest
income increased by approximately $7.7 million for the quarter ended June 30,
1995, as compared to the quarter ended June 30, 1994. Average earning assets
for the quarter ended June 30, 1995 was $1.066 billion, as compared to $841.5
million in the prior year. This increase in earning assets resulted in an
increase in interest income of approximately $5.4 million. Additionally, the
average interest rate on earning assets increased 1.27% to 9.00% in the second
quarter of 1995 as compared to the second quarter of 1994. This increase
resulted in an additional $2.3 million in interest income.

Total interest expense was $6.0 million for the quarter ended June 30, 1995,
compared to $3.2 million in the prior year. The Bank's average cost of funds
increased 1.18% to 4.10%. This increase resulted in an additional interest
expense of $1.2 million. The Bank also increased its level of interest-bearing
funds by $148.0 million which increased interest expense by approximately $1.6
million.

Total loan interest and fee income for the second quarter of 1995 was $19.8
million, compared to $12.6 million for the second quarter of 1994. This
increase of approximately $7.2 million resulted from an increase in average
loans of $204.8 million over the prior year, which increased interest income by
approximately $5.1 million. The average rate on loans for the quarter ended
June 30, 1995 was 10.02%, which is a 1.43% increase from 8.59% in the prior
year. This increase resulted in an additional $2.1 million in interest income.

Interest on investment securities was $3.4 million for the second quarter of
1995, compared to $3.6 million in the prior year. This decrease of
approximately $200,000 is due to the decrease in average investment securities
of $24.5 million. This decrease in average balances reduced interest income by
$400,000 from the prior year.

Interest expense on time deposits was $3.1 million for the quarter ended June
30, 1995, compared to $1.1 for the quarter ended June 30, 1994. This increase
of $2.0 million is due to a $100.9 million increase in the average balance of
time deposits. This increase in time deposits resulted in an additional
expense of approximately $1.4 million. The average cost of time deposits also
increased 2.02% to 5.77% for the first quarter of 1995. This increase resulted
in an increase in interest expense of approximately $600,000.

The interest expense on other interest-bearing deposits increased to $2.9
million for the second quarter of 1995 from $1.8 million in the same period of
1994. This increase is due to the average cost of funds increasing 0.69% to
3.11% for the first quarter of 1995. The increase resulted in an additional
$500,000 of interest expense. The average balance of these deposits also
increased $79.9 million over the prior year to result in approximately $600,000
in additional expense.

12
<PAGE> 253

Average borrowings for the second quarter of 1995 were $4.9 million, or $32.8
million below the prior year. This decrease in the average borrowings
decreased interest expense by approximately $400,000. The average interest
rate increased 1.34% from the second quarter of 1994 to 5.49% in 1995,
resulting in an additional $100,000 in interest expense.

The Bank's net interest income before provision for possible loan losses was
$32.1 million for the six months ended June 30, 1995, as compared to $25.0
million for the same period in 1994.

Interest and fee income for the six months ended June 30, 1995 was
$42.8 million, compared to $31.1 million for 1994. This increase of $11.7
million is due to average earning assets increasing $144.4 million to $967.3
million in 1995. The increase in average balances resulted in approximately
$7.0 million in interest income. The average interest rate on earning assets
for the first six months of 1995 was 8.93% or 1.31% above the average interest
rate for 1994. This increase resulted in an additional $4.7 million in
interest income.

Interest expense was $10.7 million for the six months ended June 30, 1995.
This is a $4.6 million increase over the $6.1 million for the same period in
1994. The average cost of funds for 1995 was 4.03% or a 1.21% increase over
the 1994 cost of funds. The increase resulted in an additional interest
expense of $2.5 million. In addition, the average interest-bearing funds
increased $97.3 million to $536.2 million in 1995. The additional funds
increased interest expense by approximately $2.1 million.

Loan interest and fee income for the six months ended June 30, 1995 was $35.4
million, as compared to $24.1 million for the six months ended June 30, 1994.
This $11.3 million increase is due to the $138.8 million increase in average
loans to $715.9 million in 1995, as compared to the prior year. The increase
in average loans resulted in an additional $6.8 million in interest income.
The average interest rate on loans for the six months ended June 30, 1995 was
9.97%, a 1.57% increase over the average interest rate for 1994. This change
in interest rates increased interest income by approximately $4.5 million.

Interest on investment securities was $6.5 million for the first six months of
1995 as compared to $6.9 million for the same period of 1994. This decrease is
due to a $22.1 million reduction in the average investment securities as
compared to 1994. The decrease in balances reduced interest expense by
approximately $700,000.

Interest expense on time deposits was $5.3 million for the six months ended
June 30, 1995, compared to $2.0 million for the first six months of 1994. Of
this increase, $2.2 million is attributable to the $77.9 million increase in
average time deposits to $188.8 million in 1995. The average interest rate on
time deposits also increased to 5.66% for the first six months of 1995,
compared to 3.61% for the same period in 1994. This increase of 1.05% resulted
in an additional $1.1 million in interest expense.

The interest expense on other interest-bearing deposits was $5.1 million for
the six months ended June 30, 1995, or a $1.7 million increase over the same
period in 1994. This increase is primarily due to the $44.8 million increase
in average balances to $335.9 million for the first six months of 1995. This
increase in balances resulted in an increase in interest expense of
approximately $700,000. In addition, interest expense was increased $1.0
million due to the average cost of funds increasing 0.67% to 3.06% for the
first six months of 1995.

13
<PAGE> 254

The table below details the changes in interest income and interest expense by
component, and the amount of change attributable to variations in interest
rates and average balances:

<TABLE>
<CAPTION>
Three Months ended June 30, 1995 Six Months ended June 30, 1995
over Three Months ended June 30, 1994 over Six Months ended June 30, 1994
------------------------------------------------- ---------------------------------------------
Total Total
Increase Change Due To: Increase Change Due To:
In thousands (Decrease) Rate Volume (Decrease) Rate Volume
-------------- --------------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME:
Loans and bankers' acceptances $ 7,210 $ 2,095 $ 5,115 $ 11,328 $ 4,469 $ 6,859
Investment securities (211) 158 (369) (437) 220 (657)
Other interest income 687 19 668 849 37 812
--------- --------- --------- -------- -------- --------
Total $ 7,686 $ 2,272 $ 5,414 $ 11,740 $ 4,726 $ 7,014
--------- --------- --------- -------- -------- --------
INTEREST EXPENSE:
NOW and money market deposits 1,083 512 571 1,610 1,007 603
Savings deposits 41 2 39 45 (13) 58
Time deposits 2,031 581 1,450 3,309 1,124 2,185
Funds purchased and securities
sold under agreements to
repurchase (328) 126 (454) (371) 355 (726)
--------- --------- --------- --------- -------- --------
Total $ 2,827 $ 1,221 $ 1,606 $ 4,593 $ 2,473 $ 2,120
--------- --------- --------- --------- -------- --------
Net interest income $ 4,859 $ 1,051 $ 3,808 $ 7,147 $ 2,253 $ 4,894
========= ========= ========= ========= ======== ========
</TABLE>

Provision for Possible Loan Losses

14
<PAGE> 255

The provision for possible loan losses of $2.3 million was $900,000 more than
the provision for the first six months of the prior year. Management's
intention is to maintain the allowance for possible loan losses at a level
sufficient to provide for its loss expectations. The Bank's ratio of the
allowance to total loans was 2.00% and 2.28% as of June 30, 1995 and June 30,
1994, respectively.

Loan charge-offs (net of recoveries) for the three and six months ended June
30, 1995 totalled approximately $4.6 million and $4.8 million, respectively.
This compares to net charge-offs of $800,000 and $900,000 for the three and six
months ended June 30, 1994. This increase during the second quarter is
primarily attributable to the charge-off of real estate credits.

The ability of the Bank's borrowers to repay their loans is dependent, to a
large extent, on the overall economic climate as well as real estate values in
Southern California. As of December 31, 1994, the Bank had approximately $16.8
million in nonperforming assets which consisted primarily of $3.5 million in
other real estate owned, $11.3 million of nonaccrual loans and $2.0 million in
loans which were over ninety days delinquent with respect to principal or
interest. As of June 30, 1995, the Bank had approximately $22.6 million in
nonperforming assets of which consisted of $1.1 million in other real estate
owned, $20.1 million of nonaccrual loans and $1.4 million in loans which were
over ninety days delinquent with respect to either principal or interest.
Total nonperforming assets expressed as a percentage of total assets as of
December 31, 1994 and June 30, 1995 was approximately 1.60% and 1.71%,
respectively.

Noninterest Income

Noninterest income totalled $1.6 million and $1.1 million for the quarters
ended June 30, 1995 and June 30, 1994. This increase of $500,000 is due to a
$200,000 gain on the sale of securities, a $200,000 increase in international
fee income, and a $100,000 increase in all other noninterest income.

Noninterest income was $2.7 million for the six months ended June 30, 1995,
compared to $2.2 million for the same period in the prior year. This increase
is the result of the same variances as in the second quarter comparison.

15
<PAGE> 256

Noninterest Expense

Noninterest expense totalled $14.0 million for the three months ended June 30,
1995 as compared to $10.7 million for the same period in 1994. This increase
of $3.1 million was primarily the result of an increase of $1.6 million in
salaries and employee benefits. Data processing and other services paid on
behalf of certain depository relationships also increased $1.1 million over the
prior year and is directly attributable to an increase in the costs of
servicing noninterest-bearing deposits. Average noninterest-bearing deposits
totalled $508.1 million for the second quarter of 1995 compared to $430.0
million for the second quarter of 1994. In addition, other increases in
expenses when compared to the prior year were occupancy expenses of $200,000,
office supplies of $200,000, FDIC assessment of $200,000 and all other
noninterest expenses of $300,000. These increases were offset by a $200,000
decrease in professional services and a $300,000 decrease in other real estate
owned provisions and expenses.

Noninterest expense was $24.7 million for the six months ended June 30, 1995,
compared to $20.9 million for the six months ended June 30, 1994. The increase
is due to a $2.1 million increase in data processing and other services paid on
behalf of certain depository relationships. Salaries and benefits also
increased $1.6 million over the same period in the prior year. Other
significant increases over the prior year were occupancy expenses, office
supplies and FDIC assessment of $200,000 each and $800,000 in all other
noninterest expenses. These increases were offset by a decrease of $700,000 in
other real estate writedowns and expenses and $600,000 in professional
services.

Income Taxes

The Bank's effective tax rate for the three and six months ended June 30, 1995
was approximately 35.54% and 35.28%, respectively. This compares to 28.00% and
29.11% for the three months and six months ended June 30, 1994. The Bank's
effective tax rate is less than the statutory rate primarily as a result of the
utilization of income tax credits generated by its low income housing project.
The utilization of these credits, however, is subject to certain alternative
minimum tax limitations.

Capital Resources

As of June 30, 1995, shareholders' equity totalled $74.8 million, an increase
of approximately $8.1 million from June 30, 1994. This increase in equity was
caused by net income of $9.7 million for the twelve months ended June 30, 1995
and $1.7 million in additional capital as a result of the exercise of stock
options. This was offset by the declaration of cash dividends totalling $3.1
million during the past twelve months and a $200,000 decrease in the unrealized
gain on securities classified as available for sale.

The Bank's risk-based capital ratio and tier one capital ratio were 9.45% and
8.20%, respectively at June 30, 1995 and 11.20% and 9.90%, respectively at June
30, 1994. Both ratios exceed the regulatory requirements of 8.00% and 4.00%,
respectively. During the first quarter of 1995, the Federal Deposit Insurance
Corporation removed the Memorandum of

16
<PAGE> 257

Understanding requiring the Bank to maintain a minimum tier-1 leverage ratio of
6.50%. The Bank's tier-1 leverage capital ratio as of June 30, 1995 and June
30, 1994 was 6.11% and 7.01%, respectively.

The Bank's capital ratios decreased from the prior periods as a result of the
acquisition of the National Bank of Long Beach which increased total assets by
approximately $200 million. Additionally, goodwill and core deposit
intangibles were recorded in connection with this acquisition. In accordance
with regulatory guidelines, these intangibles are treated as a reduction of
common equity and retained earnings when calculating regulatory capital ratios.

Investments and Liquidity

Beginning January 1, 1994, Metrobank adopted Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." This statement requires institutions to classify
investment securities as either held to maturity, available for sale, or
trading. Investments classified as held to maturity will be carried at
amortized cost. Investments classified as available for sale must be marked to
market with unrealized gains or losses, net of the taxes, included in equity.
Trading securities must also be marked to market, however, unrealized gains or
losses must be reflected in current earnings.

Prior to the adoption of SFAS No. 115, Metrobank had classified its investment
securities as either held to maturity or held for sale. The Bank does not
anticipate holding any securities in a trading account. As of June 30, 1995,
the Bank had approximately $216.0 million in investment securities, consisting
of $182.1 million in U.S. Treasury securities, $33.7 million in mortgage-backed
securities and $200,000 in other securities. All investment securities at June
30, 1995 were classified as held to maturity. As of June 30, 1995, the Bank
had a $1.3 million pre-tax unrealized gain in the held to maturity portfolio.

Inasmuch as a significant portion of the Bank's deposit base is concentrated in
specialized niche industries (escrow and title insurance companies), which
closely parallel the real estate economy in Southern California, the Bank is
subject to volatility in total deposits. To mitigate this exposure, the Bank
operates a money desk as a means of supplementing funding activities.
Additionally, the Bank has established unsecured credit facilities of
approximately $85.0 million, or 6.91% of total deposits, and secured credit
facilities of $127.2 million, or 10.35% of total deposits. The combination of
these facilities provides the Bank with a secondary source of liquidity of
approximately $212.2 million, or 17.26% of total deposits.

17
<PAGE> 258

Definitive Agreement to Merge with Comerica Incorporated

On May 2, 1995, Metrobank agreed to be acquired by Comerica Incorporated, a
Michigan-based bank holding company. Each share of Metrobank common stock will
be exchanged for approximately 0.789 share of Comerica common stock. Comerica
Incorporated is a member of the New York Stock Exchange and its common stock is
traded under the symbol of CMA.

As of June 30, 1995, Comerica Incorporated had total assets of $35.5 billion,
gross loans of $23.9 billion and total deposits of $21.9 billion. Upon
completion of the transaction, Metrobank will be merged into Comerica
Bank-California, a subsidiary of Comerica Incorporated. Comerica
Bank-California, based in San Jose, will emerge as the 9th largest bank
headquartered in California. Pending regulatory and shareholder approval, this
transaction is scheduled to be completed in the first quarter of 1996.

<PAGE> 259

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities and Exchange Act
of 1934, the Bank has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: August 14, 1995
Metrobank
-------------------------------
(Bank)

By: /s/ David P. Malone
---------------------------
David P. Malone
Executive Vice President
Chief Financial Officer

Signature

/s/ Eugene Louie
-------------------------------------
Eugene Louie
First Vice President/Controller
(Principal Accounting Officer)

19
<PAGE> 260

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The General Corporation Law of the State of Delaware ("DGCL") provides
that a Delaware corporation, such as Comerica Incorporated ("Comerica"), may
indemnify a director or officer against his or her expenses and judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding (other than an action by or in
the right of the corporation) involving such person by reason of the fact that
such person is or was a director or officer, concerning actions taken in good
faith and in a manner reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
DGCL also provides that in derivative actions, Comerica may indemnify its
directors and officers against expenses actually and reasonably incurred to the
extent that such directors or officers have been successful on the merits or
otherwise in any such action, suit or proceeding or in the defense of any
claim, issue or matter therein. Under the DGCL, no indemnification shall be
made with respect to any claim, issue or matter as to which such director or
officer shall have been adjudged to be liable to the corporation unless and
only to the extent that the court shall determine upon application that,
despite the adjudication of liability but in view of all of the circumstances
of the case, such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. The DGCL also
generally permits the advancement of a director's or officer's expenses,
including by means of mandatory charter or Bylaw provision to that effect, in
lieu of requiring the authorization of such advancement by the Board of
Directors in specific cases. Section 12 of Article V of Comerica's Bylaws
implements such provisions and provides as follows:

II-1

<PAGE> 261
INDEMNIFICATION AND INSURANCE

(a) Comerica shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of Comerica) by reason
of the fact that he or she is or was a Director, officer, employee of Comerica
or is or was serving at the request of Comerica as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interest of Comerica, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Any person who is or was an agent of Comerica may be indemnified to the same
extent as hereinabove provided. In addition, in the event any such action,
suit or proceeding is threatened or instituted against a spouse to whom a
director or officer is legally married at the time such director or officer is
covered under the indemnification provided herein which action, suit or
proceeding arises solely out of his or her status as the spouse of a director
or officer, including, without limitation, an action, suit or proceeding that
seeks damages recoverable from marital community property of the director or
officer and his or her spouse, property owned jointly by them or property
purported to have been transferred from the director or officer to his or her
spouse, the spouse of the director or officer shall be indemnified to the same
extent as hereinabove provided. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of Comerica, and, with
respect to any criminal action or proceeding, raise any inference that he or
she had reasonable cause to believe that his or her conduct was unlawful.

(b) Comerica shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of Comerica to procure a judgment in its
favor by reason of the fact that he or she is or was a Director, officer, or
employee of Comerica, or is or was

II-2

<PAGE> 262
serving at the request of Comerica as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of Comerica, and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to Comerica
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application, that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Any person who is or was an agent of Comerica may be
indemnified to the same extent hereinabove provided. In addition, in the event
any such action or suit is threatened or instituted against a spouse to whom a
director or officer is legally married at the time such director or officer is
covered under the indemnification provided herein which action or suit arises
solely out of his or her status as the spouse of a director or officer,
including, without limitation, an action or suit that seeks damages recoverable
from marital community property of the director or officer and his or her
spouse, property owned jointly by them or property purported to have been
transferred from the director or officer to his or her spouse, the spouse of
the director or officer shall be indemnified to the same extent as hereinabove
provided.

(c) To the extent that a Director, officer, spouse of a Director
or officer, employee or agent of Comerica has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this Section, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

(d) Any indemnification under subsections (a) and (b) of this
Section (unless ordered by a court) shall be made by Comerica only as
authorized in the specific case upon a determination that indemnification of
the Director, officer, spouse of a Director or officer, employee or agent is
proper in the circumstances because

II-3

<PAGE> 263
such person has met the applicable standard of conduct set forth in subsections
(a) and (b) of this Section. Such determination shall be made (1) by the Board
of Directors by a majority vote of the quorum consisting of Directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (3) by the
shareholders.

(e) Expenses (including attorneys' fees) incurred by an officer or
Director, or spouse of an officer or Director, in defending a civil or criminal
action, suit or proceeding may be paid by Comerica in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the Director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by
Comerica as authorized in this Section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested Directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding
such office.

(g) Comerica may purchase and maintain insurance on behalf of any
person who is or was a Director, officer, spouse of a Director or officer,
employee or agent of Comerica, or is or was serving at the request of Comerica
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his or her
status as such, whether or not Comerica would have the power to indemnify such
person against such liability under the provisions of this Section.

(h) For the purpose of this Section, references to "Comerica"
include all constituent corporations absorbed in a consolidation or

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<PAGE> 264
merger as well as the resulting or Surviving Corporation so that any person who
is or was a director, officer, spouse of a director or officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Section with
respect to the resulting or Surviving Corporation as he or she would if he or
she had served the resulting or Surviving Corporation in the same capacity.

(i) For the purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan, and reference to "serving at the request of Comerica" shall
include any service as a Director, officer, employee or agent of Comerica which
imposes duties on, or involves services by, such Director, officer, employee or
agent of Comerica with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of Comerica" as referred to in this
Section.

(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
Director, officer, employee or agent, and with respect to any spouse of a
director or officer, shall continue following the time the director or officer
spouse ceases to be a director or officer even if the marriage of the
individuals terminates prior to the end of the period of coverage, and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders,

II-5

<PAGE> 265
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. At the 1987 Annual Meeting of Comerica's
shareholders, the shareholders approved an amendment to Comerica's Restated
Certificate of Incorporation to include such a provision.

Comerica has entered into Indemnification Agreements (the "Agreements")
with each of its directors pursuant to which Comerica agrees (i) to indemnify
each such director to the fullest extent permitted by any combination of (a)
the benefits provided by the indemnification provisions of Comerica's Bylaws as
in effect on the date of such Agreement, (b) the benefits provided by the
indemnification provisions of Comerica's Bylaws in effect at the time such
indemnified costs are incurred by such director, (c) the benefits allowable
under the DGCL in effect at the date of such Agreement or as the same may be
amended (but in the case of any such amendment, only to the extent that such
amendment permits Comerica to provide broader indemnification than such law
permits Comerica to provide prior to such amendment), (d) the benefits
allowable under the law of the jurisdiction under which Comerica is organized
at the time such indemnified costs are incurred by such director, (e) the
benefits available under any Directors' and Officers' Insurance or other
liability insurance obtained by Comerica and (f) the benefits available to the
fullest extent authorized to be provided to such director by Comerica under the
non-exclusivity provisions of the Bylaws of Comerica and the DGCL, against
liabilities and expenses incurred by reason of such person serving as a
director or officer of Comerica or, at Comerica's request, as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or with respect to employee benefit plans; (ii) to
advance certain expenses to such persons; and (iii) except under certain
circumstances to purchase and maintain in effect one or more Directors' and
Officers' insurance policies.

No indemnification, reimbursement, or payments are required of Comerica
under the Agreements (except to the extent it is provided from policies of
insurance carried by Comerica): (1) with respect to any claim as to which such
director shall have been finally adjudged by a court of competent jurisdiction
to (a) have acted in

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<PAGE> 266
bad faith, (b) be liable for acts or omissions which involve intentional
misconduct, a knowing violation of law or of such director's duty of loyalty to
Comerica or its shareholders, (c) have authorized a redemption or dividend on
Comerica's stock which is prohibited by Delaware law or (d) has effected any
transaction from which such director has derived an improper personal benefit
within the meaning of 102(b)(7) of the DGCL, except to the extent that such
court, or another court having jurisdiction, shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such director is fairly and reasonably entitled to
indemnity for such indemnified costs as the court shall deem proper; (2) with
respect to any payment determined by final judgment of a court, or other
tribunal having jurisdiction over the question, to be unlawful; and (3) with
respect to any obligation of such director under Section 16(b) of the
Securities Exchange Act of 1934, as amended.

Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of Comerica out of its foregoing indemnification provisions, subject
to certain exclusions and to the policy limits.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits. The following exhibits are filed as part of this
Registration Statement.

Item 601
Regulation S-K
Exhibit Reference
Number
----------------------------
Description
-----------

(2)(a) Amended and Restated Agreement and Plan of
Reorganization and Merger, dated as of July
31, 1995, as amended by the Letter
Agreement dated August 10, 1995 by and
among Metrobank, Comerica Holdings
Incorporated and Comerica Incorporated,
included as part of Annex A to

II-7

<PAGE> 267
the Proxy Statement/Prospectus which is
part of this Registration Statement.

(2)(b) Form of Agreement of Merger between
Comerica Holdings Incorporated and Company,
included as part of Annex B to the Proxy
Statement/Prospectus which is part of this
Registration Statement.*

(3)(i) Restated Certificate of Incorporation of
Comerica Incorporated (incorporated by
reference to Exhibit 3(a) to the
Registrant's Registration Statement on Form
S-4 dated December 11, 1992, Registration
No. 33-556682).

(3)(ii) Bylaws of Comerica Incorporated.*

(4)(a) Specimen certificate for Comerica Common
Stock (incorporated by reference to Exhibit
4(a) to the Registrant's Registration
Statement on Form S-4 dated December 11,
1992, Registration No. 33- 556682).

(4)(b) Bylaws of Comerica Incorporated*

(4)(c) Restated Certificate of Incorporation of
Comerica Incorporated (incorporated by
reference to Exhibit 3(a) to the
Registrant's Registration Statement on Form
S-4 dated December 11, 1992, Registration
No. 33-556682).

(4)(d) Rights Agreement between Comerica
Incorporated and Comerica Bank-Detroit, as
Rights Agent (incorporated by reference to
Exhibits 1 and 2 of the Registrant's
Registration Statement on Form 8-A dated
January 26, 1988, Commission File No. 0-
7269).

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<PAGE> 268

(4)(e) First Amendment to the Rights Agreement
between Comerica Incorporated and Comerica
Bank-Detroit, as Rights Agent (incorporated
by reference to Exhibit 1.1 of the
Registrant's Registration Report on Form 8
filed November 1, 1991, Commission File No.
0-7269).

(5)(a) Opinion and consent of Miller, Canfield,
Paddock and Stone, P.L.C.

(8) Opinion and consent of Miller, Canfield,
Paddock and Stone, P.L.C. (Federal Tax
Matters).

(23)(a) Consent of Miller, Canfield, Paddock and
Stone, P.L.C. (included in Exhibit 5(a)).

(23)(b) Consent of Miller, Canfield, Paddock and
Stone, P.L.C. (Federal Tax Matters)
(included in Exhibit 8).

(23)(c) Consent of Ernst & Young, LLP, independent
public accountants (auditors for Comerica
Incorporated).

(23)(d) Consent of Arthur Andersen, LLP,
independent auditors (auditors for
Metrobank).

(23)(e) Consent of J.P. Morgan & Co.,
Incorporated is included in Annex D to the
Proxy Statement/Prospectus which is part of
this Registration Statement.

(24) Powers of Attorney (see signature page
to this Form S-4 Registration Statement).

(27) Financial Data Schedule. Schedule has
been omitted because it is not required.

(99)(a) Opinion of J.P. Morgan & Co., Incorporated
is included in Annex D to the Proxy
Statement/Prospectus which is part of
this Registration Statement.

II-9

<PAGE> 269

Statement/Prospectus which is part of this
Registration Statement.

(99)(b) Form of Proxy Card for Metrobank.

(99)(c) Shareholder Agreements.

(99)(d) Stock Option Agreement, dated May 2, 1995,
between Metrobank and Comerica
Incorporated, included as Annex E to the
Proxy Statement/Prospectus which is part of
this Registration Statement.*

(99)(e) Section 1300 of the California General
Corporation Law relating to Dissenters
Rights as set forth in full on Annex C to
the Proxy Statement/Prospectus which is
part of this Registration Statement.*

(99)(f) Affiliate's Agreements.*

(99)(g) Employment Agreements between Metrobank and
Paul B. Alexander, David L. Buell, Robert
P. Bulseco, Scott T. Monson and Paul W.
Stroube and the Non-Competition Agreement
between David L. Buell and Metrobank.*

(99)(h) Metrobank's Annual Report on Form F-2 for
the year ended December 31, 1994.*

(99)(i) Metrobank's Quarterly Reports on Form F-4
for the quarterly periods ended March 31,
June 30, and September 30, 1994.*

(99)(j) Metrobank's Proxy Statement for the Annual
Meeting of Shareholders held on May 23,
1995.*

(99)(k) Metrobank's Quarterly Reports on Form F-4
for the quarterly periods ended March 31,
and June 30, 1995 which are included on
Annex F and G, respectively, to the Proxy
Statement/Prospectus which is part of this
Registration Statement.

II-10

<PAGE> 270

(99)(l) Metrobank's Current Report on Form F-3
dated May 9, 1995.*

(99)(m) Metrobank's Current Report on Form F-3
dated June 6, 1995.*

(99)(n) Metrobank's Annual Report on Form F-2 for
the year ended December 31, 1993.*

(99)(o) Metrobank's Quarterly Reports on Form F-4
for the quarterly periods ended March 31,
June 30 and September 30, 1993.*

(99)(p) Metrobank's Proxy Statement for the Annual
Meeting of Shareholders held on May 24,
1994.*

(99)(q) Metrobank's Annual Report on Form F-2 for
the year ended December 31, 1992.*

(99)(r) Metrobank's Quarterly Reports on Form F-4
for the quarterly periods ended June 30,
and September 30, 1992.*

(99)(s) Metrobank's Proxy Statement for the Annual
Meeting of Shareholders held on May 25,
1993.*

(b) Financial Statement Schedules.

Schedules have been omitted because they
are not required.

___________________________________
* previously filed

II-11

<PAGE> 271
Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 as amended (the "Securities Act") may be permitted to
directors, officers and controlling persons of Comerica pursuant to the
provisions described in Item 20 or otherwise, Comerica has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Comerica of expenses
incurred or paid by a director, officer or controlling person of Comerica in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Comerica will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters,

II-12

<PAGE> 272
in addition to the information called for by the other items of the applicable
form.

The undersigned registrant undertakes that every prospectus (i) that
is filed pursuant to the foregoing paragraph, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment

II-13

<PAGE> 273
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.

(2) That for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

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<PAGE> 274

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Detroit,
State of Michigan, on the 16th day of August, 1995.

COMERICA INCORPORATED

By: /s/ Robert C. Shrosbree

--------------------
Robert C. Shrosbree
Attorney-In-Fact

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated below. By so signing each of the
undersigned, in his or her capacity as a director of officer, or both, as the
case may be, of the registrant, does hereby appoint Eugene A. Miller, Arthur W.
Hermann, Judith C. Dart and Robert C. Shrosbree, and each of them severally,
his or her true and lawful attorney to execute in his or her name, place and
stead, in his or her capacity as a director or officer, or both, as the case
may be, of the registrant, any and all amendments to this Registration
Statement and post-effective amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises as fully, and for all intents and
purposes, as each of the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.

II-15

<PAGE> 275

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----

<S> <C> <C>
(1) Principal Executive Officer:

Chairman and Chief August 16, 1995
* Executive Officer
---------------------------------
Eugene A. Miller

(2) Principal Financial Officer:

Executive Vice August 16, 1995
President and Chief
* Financial Officer
---------------------------------
Ralph W. Babb

(3) Controller and Principal
Accounting Officer:

Senior Vice August 16, 1995
* President
---------------------------------
Arthur W. Hermann

(4) Directors:

* Director August 16, 1995
---------------------------------
E. Paul Casey

* Director August 16, 1995
---------------------------------
James F. Cordes

* Director August 16, 1995
---------------------------------
J. Philip DiNapoli

* Director August 16, 1995
---------------------------------
Max M. Fisher
</TABLE>

II-16

<PAGE> 276

<TABLE>
<S> <C> <C>
* Director August 16, 1995
---------------------------------
John D. Lewis

* Director August 16, 1995
---------------------------------
Patricia Shontz Longe, Ph.D.

* Director August 16, 1995
---------------------------------
Wayne B. Lyon

* Director August 16, 1995
---------------------------------
Gerald V. MacDonald

* Director August 16, 1995
---------------------------------
Eugene A. Miller

* Director August 16, 1995
---------------------------------
Michael T. Monahan

* Director August 16, 1995
----------------------------------
Alfred A. Piergallini

* Director August 16, 1995
----------------------------------
Alan E. Schwartz

* Director August 16, 1995
----------------------------------
Howard F. Sims

*By: /s/ Robert C. Shrosbree
------------------------------
Robert C. Shrosbree
By power of attorney

</TABLE>

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<PAGE> 277
EXHIBIT INDEX

Item 601
Regulation S-K
Exhibit Reference
Number Description
----------------- -----------

(5)(a) Opinion and consent of Miller,
Canfield, Paddock and Stone,
P.L.C.

(8) Opinion and consent of Miller,
Canfield, Paddock and Stone,
P.L.C. (Federal Tax Matters).

(23)(a) Consent of Miller, Canfield,
Paddock and Stone, P.L.C.
(included in Exhibit 5(a)).

(23)(b) Consent of Miller, Canfield,
Paddock and Stone, P.L.C. (Federal
Tax Matters) (included in Exhibit
8).

(23)(c) Consent of Ernst & Young, LLP,
independent public accountants
(auditors for Comerica
Incorporated).

(23)(d) Consent of Arthur Andersen, LLP,
independent auditors (auditors
for Metrobank).

(23)(e) Consent of J.P. Morgan & Co.,
Incorporated is included in
Annex D to the Proxy
Statement/Prospectus which
is part of this Registration
Statement.

(24) Powers of Attorney (see signature
page to this Form S-4
Registration Statement).

(27) Financial Data Schedule.
Schedule has been omitted because
it is not required.

(99)(a) Opinion of J.P. Morgan & Co.,
Incorporated is included in
Annex D to the Proxy
Statement/Prospectus which is
part of this Registration
Statement.

(99)(c) Shareholder Agreements.

(99)(k) Metrobank's Quarterly Reports on
Form F-4 for the quarterly
periods ended March 31, and June
30, 1995 which are included on
Annex F and G, respectively, to
the Proxy Statement/Prospectus
which is part of this
Registration Statement.

II-18

<PAGE> 1
Exhibit 5

LAW OFFICES OF
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
A PROFESSIONAL LIMITED LIABILITY COMPANY
150 WEST JEFFERSON, SUITE 2500
DETROIT, MICHIGAN 48226

SIDNEY T. MILLER (1864-1940) ANN ARBOR, MICHIGAN
GEORGE L. CANFIELD (1866-1928) BLOOMFIELD HILLS, MICHIGAN
LEWIS H. PADDOCK (1866-1935) DETROIT, MICHIGAN
FERRIS D. STONE (1882-1945) GRAND RAPIDS, MICHIGAN
KALAMAZOO, MICHIGAN
LANSING, MICHIGAN
MONROE, MICHIGAN
WASHINGTON, D.C.

TELEPHONE (313) 963-6420
TWX 810-221-5007 MILLCNFLD DET
FAX (313) 496-7500

AFFILIATED OFFICES:
PENSACOLA, FLORIDA
ST. PETERSBURG, FLORIDA
GDANSK, POLAND
WARSAW, POLAND

August 16, 1995

Comerica Incorporated
100 Renaissance Center
Suite 3800
Detroit, MI 48243

Dear Ladies and Gentlemen:

With respect to the Registration Statement on Form S-4 (File No. 33-61487)
filed by Comerica Incorporated, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission") on August 1, 1995, as
amended by Amendment No. 1 thereto filed on August 17, 1995 (as so amended, the
"Registration Statement") for the purpose of registering under the Securities
Act of 1933, as amended, 4,806,710 shares of Common Stock, $5.00 par value
("Company Common Stock"), together with associated Rights to purchase shares of
the Company's Series C Participating Preferred Stock (the "Rights" and together
with the Company Common Stock, the "Securities"), we, as your counsel, have
examined such certificates, instruments, and documents and reviewed such
questions of law as we have considered necessary or appropriate for the
purposes of this opinion. The Securities are to be issued in exchange for
shares of the Common Stock, no par value per share ("Metrobank Stock"), of
Metrobank, a California state-chartered bank ("Metrobank"), in connection with
the merger (the "Merger") of Comerica Holdings Incorporated, a California
corporation and a wholly owned subsidiary of the Company ("Holdings") with and
into Metrobank, pursuant to that certain Amended and Restated Agreement and
Plan of Reorganization and Merger, dated as of July 31, 1995, as amended by
Letter Agreement dated August 10, 1995 (the "Merger Agreement").

On the basis of such examination and review, we advise you that, in our
opinion, when (a) the Registration Statement becomes effective under the
Securities Act of 1933, as amended, and (b) the Merger become effective and the
Securities have been issued in
<PAGE> 2

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

-2-

exchange for shares of Metrobank Common Stock pursuant to the Merger Agreement,
the Company Common Stock will be validly issued, fully paid and non-assessable
and the associated Rights will be validly issued. We note that the Rights are
not currently exercisable. In expressing the foregoing opinions, we do not
express any opinion with respect to, and have assumed the validity of, the
Company's Series C Participating Preferred Stock issuable upon exercise of the
Rights.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Proxy Statement/Prospectus forming a part of the Registration
Statement. In giving such consent we do not hereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

By /s/ Thomas G. Appleman
----------------------
Thomas G. Appleman

DNP:jst

<PAGE> 1
EXHIBIT 8

[MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]

August 16, 1995

Comerica Incorporated Metrobank
Corporate Secretary 10900 Wilshire Blvd
Corporate Legal Department Los Angeles, CA
500 Woodward Avenue 90024
33rd Floor
Detroit, Michigan 48226

Gentlemen:

We have acted as counsel to Comerica Incorporated, a Delaware
corporation and bank holding company ("Comerica"), in connection with the
contemplated merger (the "Merger") of Comerica Holdings Incorporated, a newly
organized California corporation, and a wholly-owned subsidiary of Comerica
("Holdings") with and into Metrobank, a California state-chartered bank
("Metrobank"), pursuant to an amended and restated Agreement and Plan of
Reorganization and Merger, dated as of July 31, 1995, amended by a letter
Agreement dated August 10, 1995 by and among Metrobank, Holdings and Comerica
(the "Merger Agreement").

Comerica has requested that we deliver this opinion pursuant to
Section 7.1.6 of the Merger Agreement. All capitalized terms used herein,
unless otherwise specified, have the meanings assigned to them in the Merger
Agreement.

In rendering our opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants and
representations contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Merger Agreement, and such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below. In addition, we have relied, without independent
verification, upon the facts contained in certain statements and
representations made by executives of Comerica and Metrobank. We also have
assumed that the Merger will be consummated in accordance with the Merger
Agreement.
<PAGE> 2

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

-2-

We have relied upon and this opinion is conditioned on the accuracy of
the representations contained in the attached Representation Certificates from
Metrobank and from Comerica and Holdings as being true in all material respects
as of the date hereof. These Representation Certificates are attached hereto
as Exhibit A and B, respectively. Finally we have relied upon, without
independent investigation, and our opinion is conditioned upon, among other
things, the initial accuracy of such facts, information, covenants, statements
and representations as well as the absence of any change in the foregoing
material to this opinion between the date of this opinion and the Closing Date.

In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities
as we have considered relevant. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are subject to change at
any time and, in some circumstances, with retroactive effect. A material
change in the authorities upon which our opinion is based could affect our
conclusions. However, we assume no obligation to revise or supplement this
opinion if any subsequent change were to occur.

OPINION

Based solely upon the foregoing, we are of the opinion that under
current law:

(i) the Merger will be treated as a reorganization within
the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E)
of the Code, and Comerica, Metrobank and Holdings
each will be a party to the reorganization within the
meaning of Section 368(b) of the Code;

(ii) no gain or loss will be recognized by Comerica,
Metrobank or Holdings as a consequence of the Merger.

Except as set forth above, we express no opinion to any party as to
the tax consequences, whether federal, state, local or foreign, of the Merger,
or of any transactions related thereto. We are furnishing this opinion to you
solely in connection with Section 7.1.6 of the Merger Agreement; this opinion
is solely for
<PAGE> 3

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

-3-

your benefit and is not to be used, circulated, quoted or otherwise referred to
for any purpose without our express written permission.

We hereby consent to the references made to us under the heading "THE MERGER --
Certain Federal Income Tax Consequences" in the Proxy Statement/Prospectus of
Comerica and Metrobank and to the filing of this opinion as Exhibit 8 to the
Registration Statement on Form S-4 of Comerica. In giving such consent we do
not hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

By: /s/ Michael A. Indenbaum
________________________________________
Michael A. Indenbaum

<PAGE> 1
Exhibit 23(c)

[ERNST & YOUNG LLP Letterhead]

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in
this Amendment No. 1 to the Registration Statement on Form S-4 (33-61487) and
related prospectus of Comerica Incorporated for the registration of
approximately 4,806,710 shares of its common stock and the incorporation by
reference therein of our report dated January 17, 1995 with respect to the
consolidated financial statements of Comerica Incorporated included in the
Company's Annual Report on Form 10-K, for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

August 15, 1995

<PAGE> 1
Exhibit 23(d)

[ARTHUR ANDERSEN LLP Letterhead]

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the use in this
registration statement of our report dated January 17, 1995 and to the
references to our Firm included in the "Experts," "Conditions to the
Consummation of the Merger" and "Conditions to the Merger" sections of this
registration statement.

Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Los Angeles, California
August 16, 1995

<PAGE> 1
99(c)

SHAREHOLDER AGREEMENT

This Shareholder Agreement ("Agreement") is made as of May 2, 1995,
by Comerica Incorporated, a Delaware corporation ("Comerica") and the other
person executing the last page of this Agreement (a "Shareholder"). All terms
not otherwise defined in this Agreement shall have the meanings ascribed to
them in the Merger Agreement (as that term is defined below).

A. Comerica and Metrobank, a California state chartered bank
("Metrobank") have entered into an Agreement and Plan of Reorganization and
Merger (the "Merger Agreement"), dated as of May 2, 1995 pursuant to which a
wholly-owned subsidiary of Comerica will be merged with and into Metrobank (the
"Merger").

B. In order to induce Comerica to enter into the Merger
Agreement, the Shareholder, solely in the Shareholder's capacity as a
shareholder, desires to undertake to take certain actions and to refrain from
taking other actions in connection with the Merger.

NOW, THEREFORE, in consideration of these premises and of the
representations, warranties, covenants, and agreements contained in this
Agreement and in the Merger Agreement, the parties agree as follows:

1. Agreements of the Shareholder

1.1 Agreement to Vote. At any meeting of
shareholders of Metrobank held prior to March 10, 1996, or in
connection with any solicitation of the written consent of
shareholders of Metrobank considered prior to March 10, 1996 to
approve the Merger on the terms provided in the Merger Agreement, the
Shareholder shall vote or cause to be voted all shares of common
stock of Metrobank ("Metrobank Stock") the Shareholder owns or
hereafter acquires (excluding any shares of Metrobank Stock over
which the Shareholder has voting power as a trustee or comparable
capacity, other than grantor trusts) (the "Shareholder's Metrobank
Stock"), in favor of, and to approve, the Merger on the terms
provided in the Merger Agreement and any other matters provided in
the Merger Agreement that require the approval of shareholders of
Metrobank.

1.2 Restrictions on Dispositions. The
Shareholder agrees that until the earlier of (i) the adjournment of
the meeting of shareholders called to
<PAGE> 2

approve the Merger on the terms provided in the Merger Agreement,
(ii) the termination of the Merger Agreement, or (iii) March 10,
1996, the Shareholder will not sell, assign or otherwise dispose of
(except as provided below), any shares of the Shareholder's Metrobank
Stock or enter into any agreement to do the foregoing other than with
Comerica or an affiliate of Comerica (unless the Shareholder shall
have retained full voting power with respect to such shares or the
person to whom such shares shall have been sold, assigned or
otherwise disposed of shall have agreed to be bound by the provisions
of this Agreement), except (a) with the prior written consent of
Comerica, which shall not be unreasonably withheld; (b) pursuant to
the Merger; or (c) involuntary transfers, including, without
limitation, any foreclosure of security interests granted by the
Shareholder, or otherwise. Notwithstanding anything to the contrary
set forth herein, nothing in this Agreement shall prohibit the
Shareholder from pledging, granting a security interest in, or
otherwise encumbering the Shareholder's Metrobank Stock or engaging
in similar transactions, including, without limitation, the
replacement, renewal or modification of existing financing
arrangements; provided, however, that at least five (5) business days
prior to the consummation of any transaction involving a lien or
security interest in any of the Shareholder's Metrobank Stock, the
Shareholder shall give written notice thereof to Comerica.

1.3 Cooperation. At any time during which the
Shareholder's agreements contained in Section 1.2 above are in
effect, the Shareholder agrees not to directly or indirectly solicit
or initiate any inquiries, proposals or offers from any person or
entity other than Comerica or any affiliate of Comerica relating to,
any proposal or transaction for disposition of, the business or
assets of Metrobank or any of its Subsidiaries, the acquisition of
securities of Metrobank or any Subsidiary of Metrobank, except
acquisitions of securities in connection with Regulatory Stock Sales,
or any business combination with any person other than Comerica or
any affiliate of Comerica.

2. Representations and Warranties of the Shareholder

The Shareholder represents and warrants to Comerica as follows:

2.1 Capacity. The Shareholder has the requisite
capacity and authority to enter into and perform the Shareholder's
obligations under this Agreement.

2.2 Binding Agreement. This Agreement
constitutes the valid and legally binding obligation of the
Shareholder.

2.3 Noncontravention. Subject to rights in favor
of any secured party, the execution and delivery of this Agreement by
the Shareholder does

2
<PAGE> 3

not, and the performance by the Shareholder of the Shareholder's
obligations under this Agreement and the consummation by the
Shareholder of the transactions contemplated by this Agreement will
not in any material respect, violate or conflict with or constitute a
material default under any agreement, instrument, contract or other
obligation, any order, arbitration award, judgment or decree to which
the Shareholder is a party or by which the Shareholder is bound, or
any statute, rule or regulation to which the Shareholder or any of
the Shareholder's property is subject.

2.4 Ownership of Shares. Metrobank's proxy
materials for its 1995 annual shareholders meeting correctly set
forth the number of shares of Metrobank Stock owned by the
Shareholder, as of the date of this Agreement. The Shareholder has
full power to vote all such shares of Metrobank Stock.

3. Enforcement

3.1 Damages Inadequate; Specific Performance. In
the event of a threatened or actual breach of this Agreement by the
Shareholder, it is agreed that damages would not be an adequate
remedy to compensate Comerica. Accordingly, each party agrees that
the Shareholder's obligations will be enforceable by court order
requiring specific performance without proof of damages or posting of
any bond. In the event of a threatened or actual breach of this
Agreement by the Shareholder, Comerica will be entitled to a
temporary restraining order and to temporary and permanent injunctive
relief to prevent or terminate such threatened or actual breach,
provided that nothing in this Agreement shall be construed to limit
the non-consequential damages otherwise recoverable by Comerica in
any such event.

3.2 Limitation on Liability. The Shareholder
shall not have liability to Comerica for any incidental, special,
consequential or other indirect loss, damage or cost, howsoever
caused, including without limitation, any loss, damage or cost
arising from the failure of the Merger, on the terms and conditions
contained in the Merger Agreement and the Subsidiary Merger
Agreement, to be treated for accounting purposes as a pooling of
interests.

3.3 Notice to Third Parties. In addition, after
notice to the Shareholder, Comerica will have the right to inform any
person or entity that Comerica reasonably believes to be, or to be
contemplating, participating with

3
<PAGE> 4

the Shareholder (or receiving assistance from the Shareholder) in
violation of this Agreement, and that participation by any such
entity or person with the Shareholder in activities in violation of
this Agreement may give rise to claims by Comerica against such
entity or person.

4. Miscellaneous

4.1 Expenses. Each party will pay that party's
costs and expenses, including attorney and accountant fees, in
connection with this Agreement and the transactions contemplated by
this Agreement.

4.2 Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
given if delivered personally, mailed by registered or certified mail
(return receipt requested), sent by confirmed overnight courier or
telecopied (with electronic confirmation and verbal confirmation of
the person to whom such telecopy is addressed), on the date such
notice is so delivered, mailed or sent, as the case may be, to the
parties at the following addresses or (or any such other address for
a party as shall be specified by like notice):

If to Comerica:

COMERICA INCORPORATED
Corporate Secretary - Corporate Legal
Department
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
Attention: Mark W. Yonkman

4
<PAGE> 5

If to the Shareholder:

To such person's address as maintained on the
books and records of Metrobank.

or to such other address as a party may have furnished to the others
in writing in accordance with this paragraph, except that notices of
change of address shall only be effective upon receipt. Any notice,
demand or other communication given pursuant to the provisions of
this paragraph 4.2 shall be deemed to have been given on the date
actually delivered or three days following the date mailed, as the
case may be.

4.3 Successors and Assigns. All terms and
provisions of this Agreement shall be binding upon and inure to the
benefit of the parties and their permitted transferees, successors
and permitted assigns. This Agreement and the rights, privileges,
duties and obligations of the parties may not be assigned or
delegated by any party without the prior written consent of the other
party. Any purported assignment in violation of this paragraph 4.3
shall be null and void.

4.4 Third Party Beneficiaries. Each party
intends that this Agreement shall not benefit, or create any right or
cause of action in or on behalf of, any person other than the
parties. As used in this Agreement, the term party or parties shall
refer only to Comerica and the Shareholder.

4.5 Counterparts. This Agreement may be executed
in one or more counterparts, all of which taken together shall
constitute one instrument. An executed counterpart received by
telecopy shall have the same effect as an originally-executed
counterpart.

4.6 Governing Law. This Agreement will be
governed by California law, without regard to any applicable
principles of conflicts of law.

4.7 Captions. The captions contained in this
Agreement are for convenience of reference only and do not form a
part of this Agreement.

4.8 Waiver and Modification. No waiver of any
term, provision or condition of this Agreement, whether by conduct or
otherwise, shall be deemed

5
<PAGE> 6

to be a further or continuing waiver of any such term, provision or
condition. This Agreement may be modified or amended only by an
instrument signed by the parties.

4.9 Attorney Fees. If any of the parties brings
an action or suit against any other party by reason of any breach of
any covenant, agreement, representation, warranty or other provision
of this Agreement, or any breach of any duty or obligation created
under this Agreement by such other party, the prevailing party in
whose favor final judgment is entered shall be entitled to recover
from the losing party all reasonable costs and expenses incurred by
the prevailing party in connection with such suit or action,
including legal fees and court costs (whether or not taxable as
such).

4.10 Entire Agreement. This Agreement embodies
the entire understanding of the parties with respect to its subject
matter, and there are no other agreements or understandings, written
or oral, in effect between the parties relating to the subject matter
of this Agreement, unless expressly referred to in this Agreement.

4.11 Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to
be valid under applicable law. However, if any provision shall be
invalid or unenforceable, it shall be construed and limited to
effectuate its purpose to the maximum legally permissible extent. If
it cannot be so construed so as to be valid under such law, such
provision shall be ineffective to the extent of such invalidity or
prohibition without invalidating the remainder of such provision or
the remain-

6
<PAGE> 7

ing provisions of this Agreement, and this Agreement shall be
construed to the maximum extent possible to carry out its terms
without such invalid or unenforceable provision or portion.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

COMERICA INCORPORATED

By: /s/ Mark W. Yonkman
Name: Mark W. Yonkman
Title: Vice President and
Assistant Secretary

SHAREHOLDER:

/s/ Paul B. Alexander
/s/ David L. Buell
/s/ Robert P. Bulesco
/s/ Peter B. Caloyeras
/s/ Seymour J. Carr, DMD
/s/ James W. Hobson
/s/ David P. Malone
/s/ Robert L. Mayer
/s/ Paul W. Stroube
/s/ Wallace Wong