<PAGE>   1


                                                                  EXHIBIT (4)(a)
================================================================================








                                    INDENTURE





                                   Dated as of



                              _________________, 2001



                                 By and Between





                              COMERICA INCORPORATED



                                       And





              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION

                                   As Trustee






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




<PAGE>   2
                                                                               1

              Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and this Indenture.




Trust Indenture Act Section                                Indenture Section
---------------------------                                -----------------


ss.310   (a)(1), (2) and (5)                              6.9
         (a)(3)                                           Not Applicable
         (a)(4)                                           Not Applicable
         (b)                                              6.8
                                                          6.10
         (c)                                              Not Applicable

ss.311   (a)                                              6.13(a)
         (b)                                              6.13(b)
         (b)(2)                                           7.3(a)(2)
                                                          7.3(a)(2)

ss.312   (a)                                              7.1
                                                          7.2(a)
         (b)                                              7.2(b)
         (c)                                              7.2(c)

ss.313   (a)                                              7.3(a)
         (b)                                              7.3(b)
         (c)                                              7.3(a), 7.3(b)
         (d)                                              7.3(c)

ss.314   (a)(1), (2) and (3)                              7.4
         (a)(4)                                           10.5
         (b)                                              Not Applicable
         (c)(1)                                           1.2
         (c)(2)                                           1.2
         (c)(3)                                           Not Applicable
         (d)                                              Not Applicable
         (e)                                              1.2
         (f)                                              Not Applicable

ss.315   (a)                                              6.1(a)
         (b)                                              6.2
                                                          7.3(a)(6)
         (c)                                              6.1(b)
         (d)                                              6.1(c)


<PAGE>   3
                                                                               2


         (d)(1)                                           6.1(a)(1)
         (d)(2)                                           6.1(c)(2)
         (d)(3)                                           6.1(c)(3)
         (e)                                              5.14

ss.316   (a)                                              1.1
         (a)(1)(A)                                        5.12
         (a)(1)(B)                                        5.13
         (a)(2)                                           Not Applicable
         (b)                                              5.8
         (c)                                              1.4(f)

ss.317   (a)(1)                                           5.3
         (a)(2)                                           5.4
         (b)                                              10.3

ss.318   (a)                                              1.7


---------

         Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.



<PAGE>   4


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................ 5

         SECTION 1.1.          Definitions....................................................................... 5
         SECTION 1.2.          Compliance Certificate and Opinions...............................................13
         SECTION 1.3.          Forms of Documents Delivered to Trustee...........................................14
         SECTION 1.4.          Acts of Holders...................................................................14
         SECTION 1.5.          Notices, Etc. to Trustee and Company..............................................16
         SECTION 1.6.          Notice to Holders; Waiver.........................................................17
         SECTION 1.7.          Conflict with Trust Indenture Act.................................................17
         SECTION 1.8.          Effect of Headings and Table of Contents..........................................17
         SECTION 1.9.          Successors and Assigns............................................................17
         SECTION 1.10.         Separability Clause...............................................................17
         SECTION 1.11.         Benefits of Indenture.............................................................17
         SECTION 1.12.         Governing Law.....................................................................18
         SECTION 1.13.         Non-Business Days.................................................................18

ARTICLE II SECURITY FORMS........................................................................................18

         SECTION 2.1.          Forms Generally...................................................................18
         SECTION 2.2.          Form of Face of Security..........................................................19
         SECTION 2.3.          Form of Reverse of Security.......................................................22
         SECTION 2.4.          Additional Provisions Required in Global Security.................................25
         SECTION 2.5.          Form of Trustee's Certificate of Authentication...................................25

ARTICLE III THE SECURITIES.......................................................................................26

         SECTION 3.1.          Title and Terms...................................................................26
         SECTION 3.2.          Denominations.....................................................................28
         SECTION 3.3.          Execution, Authentication, Delivery and Dating....................................28
         SECTION 3.4.          Temporary Securities..............................................................30
         SECTION 3.5.          Registration, Transfer and Exchange...............................................30
         SECTION 3.6.          Mutilated, Destroyed, Lost and Stolen Securities..................................32
         SECTION 3.7.          Payment of Interest; Interest Rights Preserved....................................33
         SECTION 3.8.          Persons Deemed Owners.............................................................34
         SECTION 3.9.          Cancellation......................................................................34
         SECTION 3.10.         Computation of Interest...........................................................34
         SECTION 3.11.         Deferrals of Interest Payment Dates...............................................35
         SECTION 3.12.         Right of Set-Off..................................................................36
         SECTION 3.13.         Agreed Tax Treatment..............................................................36
         SECTION 3.14.         Shortening or Extension of Stated Maturity........................................36
         SECTION 3.15.         CUSIP Numbers.....................................................................37

</TABLE>




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<TABLE>
<S>                                                                                                              <C>
ARTICLE IV SATISFACTION AND DISCHARGE............................................................................37

         SECTION 4.1.          Satisfaction and Discharge of Indenture...........................................37
         SECTION 4.2.          Application of Trust Money........................................................39

ARTICLE V REMEDIES...............................................................................................39

         SECTION 5.1.          Events of Default.................................................................39
         SECTION 5.2.          Acceleration of Maturity; Rescission and Annulment................................40
         SECTION 5.3.          Collection of Indebtedness and Suits for Enforcement by Trustee...................41
         SECTION 5.4.          Trustee May File Proofs of Claim..................................................42
         SECTION 5.5.          Trustee May Enforce Claims Without Possession of Securities.......................43
         SECTION 5.6.          Application of Money Collected....................................................43
         SECTION 5.7.          Limitation on Suits...............................................................43
         SECTION 5.8.          Unconditional Right of Holders to Receive Principal, Premium and
                                    Interest; Direct Action by Holders of Capital Securities.....................44
         SECTION 5.9.          Restoration of Rights and Remedies................................................44
         SECTION 5.10.         Rights and Remedies Cumulative....................................................45
         SECTION 5.11.         Delay or Omission Not Waiver......................................................45
         SECTION 5.12.         Control by Holders................................................................45
         SECTION 5.13.         Waiver of Past Defaults...........................................................46
         SECTION 5.14.         Undertaking for Costs.............................................................46
         SECTION 5.15.         Waiver of Usury, Stay or Extension Laws...........................................47

ARTICLE VI THE TRUSTEE...........................................................................................47

         SECTION 6.1.          Certain Duties and Responsibilities...............................................48
         SECTION 6.2.          Notice of Defaults................................................................48
         SECTION 6.3.          Certain Rights of Trustee.........................................................48
         SECTION 6.4.          Not Responsible for Recitals or Issuance of Securities............................49
         SECTION 6.5.          May Hold Securities...............................................................50
         SECTION 6.6.          Money Held in Trust...............................................................50
         SECTION 6.7.          Compensation and Reimbursement....................................................50
         SECTION 6.8.          Disqualification; Conflicting Interests...........................................51
         SECTION 6.9.          Corporate Trustee Required; Eligibility...........................................51
         SECTION 6.10.         Resignation and Removal; Appointment of Successor.................................51
         SECTION 6.11.         Acceptance of Appointment by Successor............................................53
         SECTION 6.12.         Merger, Conversion, Consolidation or Succession to Business.......................54
         SECTION 6.13.         Preferential Collection of Claims Against Company.................................54
         SECTION 6.14.         Appointment of Authenticating Agent...............................................54

ARTICLE VII HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................................56

         SECTION 7.1.          Company to Furnish Trustee Names and Addresses of Holders.........................56
         SECTION 7.2.          Preservation of Information, Communications to Holders............................56

</TABLE>


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<TABLE>
<S>                                                                                                              <C>
         SECTION 7.3.          Reports by Trustee................................................................56
         SECTION 7.4.          Reports by Company................................................................57

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE................................................57

         SECTION 8.1.          Company May Consolidate, Etc., Only on Certain Terms..............................57
         SECTION 8.2.          Successor Corporation Substituted.................................................58
         SECTION 8.3.          Opinion of Counsel to be Given to the Trustee.....................................59

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................59

         SECTION 9.1.          Supplemental Indentures without Consent of Holders................................59
         SECTION 9.2.          Supplemental Indentures with Consent of Holders...................................60
         SECTION 9.3.          Execution of Supplemental Indentures..............................................61
         SECTION 9.4.          Effect of Supplemental Indentures.................................................61
         SECTION 9.5.          Conformity with Trust Indenture Act...............................................62
         SECTION 9.6.          Reference in Securities to Supplemental Indentures................................62
         SECTION 9.7.          Notice of Supplemental Indentures.................................................62

ARTICLE X COVENANTS..............................................................................................62

         SECTION 10.1.         Payment of Principal, Premium and Interest........................................62
         SECTION 10.2.         Maintenance of Office or Agency...................................................62
         SECTION 10.3.         Money for Security Payments to be Held in Trust...................................63
         SECTION 10.4.         Statement as to Compliance........................................................64
         SECTION 10.5.         Waiver of Certain Covenants.......................................................64
         SECTION 10.6.         Payment of Trust Costs and Expenses...............................................65
         SECTION 10.7.         Additional Covenants..............................................................65
         SECTION 10.8.         Calculation of Original Issue Discount............................................66

ARTICLE XI REDEMPTION OF SECURITIES..............................................................................66

         SECTION 11.1.         Applicability of This Article.....................................................66
         SECTION 11.2.         Election to Redeem; Notice to Trustee.............................................67
         SECTION 11.3.         Selection of Securities to be Redeemed............................................67
         SECTION 11.4.         Notice of Redemption..............................................................67
         SECTION 11.5.         Deposit of Redemption Price.......................................................68
         SECTION 11.6.         Payment of Securities Called for Redemption.......................................68
         SECTION 11.7.         Right of Redemption of Securities Initially Issued to a Trust.....................69

ARTICLE XII SINKING FUNDS........................................................................................69

         SECTION 12.1.         Applicability of Article..........................................................69
         SECTION 12.2.         Satisfaction of Sinking Fund Payments with Securities.............................70
         SECTION 12.3.         Redemption of Securities for Sinking Fund.........................................70
</TABLE>


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<TABLE>
<S>                                                                                                              <C>
ARTICLE XIII SUBORDINATION OF SECURITIES.........................................................................71

         SECTION 13.1.         Securities Subordinate to Senior Debt.............................................72
         SECTION 13.2.         Payment Over of Proceeds Upon Dissolution, Etc....................................72
         SECTION 13.3.         Prior Payment to Senior Debt Upon Acceleration of Securities......................73
         SECTION 13.4.         No Payment When Senior Debt in Default............................................74
         SECTION 13.5.         Payment Permitted If No Default...................................................74
         SECTION 13.6.         Subrogation to Rights of Holders of Senior Debt...................................75
         SECTION 13.7.         Provisions Solely to Define Relative Rights.......................................75
         SECTION 13.8.         Trustee to Effectuate Subordination...............................................76
         SECTION 13.9.         No Waiver of Subordination Provisions.............................................76
         SECTION 13.10.        Notice to Trustee.................................................................76
         SECTION 13.11.        Reliance on Judicial Order or Certificate of Liquidating Agent....................77
         SECTION 13.12.        Trustee Not Fiduciary for Holders of Senior Debt..................................77
         SECTION 13.13.        Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights......77
         SECTION 13.14.        Article Applicable to Paying Agents...............................................77
         SECTION 13.15.        Certain Conversions or Exchanges Deemed Payment...................................78
         SECTION 13.16.        Trust Moneys Not Subordinated.....................................................78

ANNEXES

Annex A                        Form of Amended and Restated Declaration of Trust
Annex B                        Form of Guarantee Agreement

</TABLE>



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<PAGE>   8




                                    INDENTURE

                   This INDENTURE, dated as of ____________, is entered into by
and between COMERICA INCORPORATED, a Delaware corporation (hereinafter called
the "Company"), having its principal office at Comerica Tower at Detroit Center,
Detroit, Michigan 48226 and CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
a national banking association, as trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
junior subordinated debt securities in one or more series (the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to one or more Delaware statutory business trusts (each a
"Trust," and, collectively, the "Trusts") in exchange for the issuance of
preferred interests in such Trusts (the "Capital Securities") and common
interests in such Trusts (the "Common Securities" and, collectively with the
Capital Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered; and

         WHEREAS, all things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done;

         NOW THEREFORE, THIS INDENTURE WITNESSETH: for and in consideration of
the premises and the purchase of the Securities by the holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
holders of the Securities or of any series thereof, as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.1.   Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1)  The terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

         (2)  All other terms used herein which are defined in the Trust
Indenture Act, either directly or



                                       5

<PAGE>   9

by reference therein, have the meanings assigned to them therein;

         (3)  All accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" with respect
to any computation required or permitted hereunder shall mean such accounting
principles which are generally accepted at the date or time of such computation;
provided that when two or more principles are so generally accepted, it shall
mean that set of principles consistent with those in use by the Company; and

         (4)  The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

"Act" when used with respect to any Holder has the meaning assigned to it in
Section 1.4.

"Additional Interest" means the interest, if any, that shall accrue on any
interest on the Securities of any series the payment of which has not been made
on the applicable Interest Payment Date and which shall accrue at the rate per
annum specified or determined as specified in such Security from the applicable
Interest Payment Date.

"Administrative Trustee" means, in respect of any Trust, each Person identified
as an "Administrative Trustee" in the related Trust Agreement, solely in such
Person's capacity as Administrative Trustee of such Trust under such Trust
Agreement and not in such Person's individual capacity, or any successor
Administrative Trustee appointed as therein provided.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, no Trust to which
Securities have been issued shall be deemed to be an Affiliate of the Company.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Authenticating Agent" means any Person authorized by the Trustee pursuant to
Section 6.14 to act on behalf of the Trustee to authenticate Securities of one
or more series.

"Board of Directors" means either the board of directors of the Company or any
committee of that board duly authorized to act hereunder.

"Board Resolution" means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors, or such committee of the Board of Directors or officers of the
Company to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

"Business Day" means any day other than (i) a Saturday or Sunday, (ii) a day on
which banking institutions in The City of New York are authorized or required by
law or executive order to



                                       6

<PAGE>   10

remain closed or (iii) a day on which the Corporate Trust Office of the Trustee,
or, with respect to the Securities of a series initially issued to a Trust, the
principal office of the Property Trustee under the related Trust Agreement, is
closed for business.

"Capital Securities" has the meaning specified in the first recital of this
Indenture.

"Commission" means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

"Common Securities" has the meaning specified in the first recital of this
Indenture.

"Common Stock" means the common stock, par value $5 per share, of the Company.

"Company" means the Person named as the "Company" in the first paragraph of this
Indenture until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

"Company Request" and "Company Order" mean, respectively, the written request or
order signed in the name of the Company by the Chairman, the President, any Vice
Chairman, any Executive Vice President, and any officers designated by any one
of them, and delivered to the Trustee.

"Corporate Trust Office" means the principal office of the Trustee at which at
any particular time its corporate trust business shall be administered, which at
the date hereof is located at 250 West Huron Road, Suite 220, Cleveland, Ohio
44113.

"Corporation" includes a corporation, association, company, joint-stock company
or business trust.

"Defaulted Interest" has the meaning assigned to it in Section 3.7.

"Depositary" means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.1 with
respect to such series (or any successor thereto).

"Discount Security" means any security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

"Distributions" means, with respect to the Trust Securities issued by a Trust,
amounts payable in respect of such Trust Securities as provided in the related
Trust Agreement and referred to therein as "Distributions."

"Dollar" means the currency of the United States of America that, as at the time
of payment, is



                                       7

<PAGE>   11

legal tender for the payment of public and private debts.

"Event of Default," unless otherwise specified in the supplemental indenture
creating a series of Securities has the meaning assigned to it in Section 5.1.

"Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

"Expiration Date" has the meaning assigned to it in Section 1.4(6).

"Extension Period" has the meaning assigned to it in Section 3.11.

"Federal Reserve" means the Board of Governors of the Federal Reserve System, as
from time to time constituted, or if at any time after the execution of this
Indenture the Federal Reserve is not existing and performing the duties now
assigned to it, then the body performing such duties at such time.

"Global Security" means a Security in the form prescribed in Section 2.4
evidencing all or part of a series of Securities, issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

"Guarantee" means, with respect to the Trust Securities issued by a Trust, the
guarantee by the Company of Distributions on such Trust Securities to the extent
provided in the Guarantee Agreement.

"Guarantee Agreement" means, with respect to the Trust Securities issued by a
Trust, the Guarantee Agreement substantially in the form attached hereto as
Annex C, or substantially in such form as may be specified as contemplated by
Section 3.1 with respect to the Securities of any series, in each case as
amended from time to time.

"Holder" means a Person in whose name a Security is registered in the Securities
Register.

"Indenture" means this instrument as originally executed or as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of each particular series of Securities established as contemplated by
Section 3.1.

"Interest Payment Date" means as to each series of Securities the Stated
Maturity of an installment of interest on such Securities.

"Investment Company Act" means the Investment Company Act of 1940, as amended
from time to time, or any successor legislation.

"Investment Company Event" means, with respect to a Trust, the receipt by the
Trust of an opinion of a nationally recognized independent counsel to the effect
that, as a result of the occurrence of a change in law or regulation or a
written change in interpretation or application of



                                       8
<PAGE>   12


law or regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" that is required to be registered under the Investment Company Act,
which Change in 1940 Act Law becomes effective on or after the date of issuance
of the Capital Securities of such Trust.

"Junior Subordinated Payment" has the meaning assigned to it in Section 13.2.

"Maturity" means, when used with respect to any Security, the date on which the
principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

"Moody's" means Moody's Investors Service, Inc., and its successors.

"Notice of Default" means a written notice of the kind specified in Section
5.1(3).

"Officers' Certificate" means a certificate signed by any two officers, one of
whom is the principal financial officer, among the Chairman, the President, any
Vice Chairman or any Executive Vice President of the Company, and delivered to
the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel for
the Company, and who shall be acceptable to the Trustee.

"Original Issue Date" means the date of issuance specified as such in each
Security.

"Outstanding" means, when used in reference to any Securities, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:

         (i)   Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

         (ii)  Securities for whose payment or redemption price money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent in trust for the Holders of such Securities; and

         (iii) Securities in substitution for or in lieu of which other
Securities have been authenticated and delivered or which have been paid
pursuant to Section 3.6, unless proof satisfactory to the Trustee is presented
that any such Securities are held by Holders in whose hands such Securities are
valid, binding and legal obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes



                                       9

<PAGE>   13

to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor. Upon
the written request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Company to be owned or held by or for the account of the
Company or any other obligor on the Securities or any Affiliate of the Company
or such obligor, and, subject to the provisions of Section 6.1, the Trustee
shall be entitled to accept such Officers' Certificate as conclusive evidence of
the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination.

"Paying Agent" means the Trustee or any Person authorized by the Company to pay
the principal of (or premium, if any) or interest on any Securities on behalf of
the Company.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof.

"Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of (and premium, if any) and interest on the
Securities of such series are payable pursuant to Sections 3.1 and 3.11.

"Predecessor Security" of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

"Proceeding" has the meaning assigned to it in Section 13.2.

"Property Trustee" means, in respect of any Trust, the commercial bank or trust
company identified as the "Property Trustee" in the related Trust Agreement,
solely in its capacity as Property Trustee of such Trust under such Trust
Agreement and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as therein provided.

"Redemption Date" means, when used with respect to any Security to be redeemed,
the date fixed for such redemption by or pursuant to this Indenture.

"Redemption Price" means, when used with respect to any Security to be redeemed,
the price at which it is to be redeemed pursuant to this Indenture.

"Regulatory Capital Event" means the receipt by the Trust of an opinion of
independent bank regulatory counsel experienced in such matters to the effect
that, as a result of (a) any amendment to or change (including any announced
prospective change) in the laws (or any regulations thereunder) of the United
States or any rules, guidelines or policies of the Federal Reserve or (b) any
official administrative pronouncement or judicial decision for interpreting or
applying such laws or regulations which amendment or change is effective or
which pronouncement or decision


                                       10

<PAGE>   14


is announced on or after the date of original issuance of the Capital
Securities, the Capital Securities do not constitute, or within 90 days of the
date thereof, will not constitute Tier I capital (or its then equivalent);
provided, however, that the distribution of the Securities in connection with
the liquidation of the Trust by the Company shall not in and of itself
constitute a Regulatory Capital Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event.

"Regular Record Date" for the interest payable on any Interest Payment Date with
respect to the Securities of a series means, unless otherwise provided pursuant
to Section 3.1 with respect to Securities of a series, (i) in the case of
Securities of a series represented by one or more Global Securities, the
Business Day next preceding such Interest Payment Date and (ii) in the case of
Securities of a series not represented by one or more Global Securities, the
date which is fifteen days next preceding such Interest Payment Date (whether or
not a Business Day).

"Responsible Officer" means, when used with respect to the Trustee, (i) any
officer of the Trustee with direct responsibility for the administration of this
Indenture and (ii), with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his or her knowledge of
and familiarity with the particular subject.

"Rights Plan" means a plan of the Company providing for the issuance by the
Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of Common Stock or any class or
series of preferred stock of the Company, which rights (i) are deemed to be
transferred with such shares of Common Stock and (ii) are also issued in respect
of future issuances of Common Stock, in each case until the occurrence of a
specified event or events.

"S&P" means Standard & Poor's Ratings Services, a division of the McGraw Hill
Companies, Inc., and its successors.

"Securities" or "Security" means any debt securities or debt security, as the
case may be, authenticated and delivered under this Indenture.

"Securities Register" and "Securities Registrar" have the respective meanings
specified in Section 3.5.

"Senior Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed, (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments of
such Person, including obligations incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services,
(v) every capital lease obligation of such Person, (vi) every obligation of such
Person for claims (as defined in Section 101(4) of the United States Bankruptcy
Code of 1978, as amended) in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts, options and swaps and
similar



                                       11

<PAGE>   15


arrangements and (vii) every obligation of the type referred to in clauses (i)
through (vi) of another Person and all dividends of another Person the payment
of which, in either case, such Person has guaranteed or is responsible or
liable, directly or indirectly, as obligor or otherwise; provided that "Senior
Debt" shall not include (a) any obligations which, by their terms, are expressly
stated to rank pari passu in right of payment with, or to not be superior in
right of payment to, the Securities, (b) any obligations of the Company which
when incurred and without respect to any election under Section 1111(b) of the
United States Bankruptcy Code of 1978, as amended, was without recourse to the
Company, (c) any obligations of the Company to any of its subsidiaries, (d)
obligations of the Company to any employee or (e) any obligations in respect of
debt securities issued to any trust, or a trustee of such trust, partnership or
other entity affiliated with the Company that is a financing entity of the
Company in connection with the issuance by such financing entity of securities
that are similar to the Capital Securities, or (f) trade accounts payable or
accrued liabilities arising in the ordinary course of business.

"Special Record Date" means, for the payment of any Defaulted Interest, a date
fixed by the Trustee pursuant to Section 3.7.

"Stated Maturity" when used with respect to any Security or any installment of
principal thereof or interest thereon means the date specified pursuant to the
terms of such Security as the date on which the principal of such Security or
such installment of interest is due and payable, in the case of such principal,
as such date may be shortened or extended as provided pursuant to the terms of
such Security and this Indenture.

"Subsidiary" means a corporation more than 50% of the outstanding voting stock
of which is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries, or by the Company and one or more other Subsidiaries. For
purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

"Tax Event" means the receipt by the Trust of an opinion of independent tax
counsel experienced in such matters, to the effect that, as a result of (a) any
amendment to, change in or announced proposed change in the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or (b) any official administrative
pronouncement, action or judicial decision interpreting or applying such laws or
regulations, which such amendment or change becomes effective or which proposed
change, pronouncement, action or decision is announced on or after the Closing
Date, there is more than an insubstantial risk that (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to the United States federal
income tax with respect to income received or accrued on the Securities, (ii)
interest payable by the Company on the Securities is not, or within 90 days of
the date of such opinion, will not be, deductible by the Company, in whole or in
part, by the Company for United States federal income tax purposes, or (iii) the
Trust is, or will be within 90 days of the date of such opinion, subject to more
than a de minimus amount of other taxes, duties or other governmental charges.

"Trust" has the meaning specified in the first recital of this Indenture.


                                       12

<PAGE>   16

"Trust Agreement" means, with respect to a Trust, the form of Amended and
Restated Declaration of Trust substantially in the form attached hereto as Annex
A, or substantially in such form as may be specified as contemplated by Section
3.1 with respect to the Securities of any series, in each case as amended from
time to time.

"Trustee" means the Person named as the "Trustee" in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder and, if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C. ss.
77aaa-77bbb), as amended and as in effect on the date as of this Indenture,
except as provided in Section 9.5.

"Trust Securities" has the meaning specified in the first recital of this
Indenture.

"Vice President" means, when used with respect to the Company or the Trustee,
any duly appointed vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

         SECTION 1.2.   Compliance Certificate and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel such action is authorized or permitted by this Indenture and all such
conditions precedent (including covenants compliance with which constitute a
condition precedent), if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.4) shall include:

         (1)  a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

         (2)  a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

         (3)  a statement that, in the opinion of each such individual, he has
made or caused to be made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and



                                       13

<PAGE>   17

         (4)  a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

         SECTION 1.3.   Forms of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer or counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his or her certificate or
opinion is based are erroneous. Any certificate or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that
the information with respect to such factual matters is in the possession of the
Company, unless such counsel rendering such Opinion of Counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 1.4.   Acts of Holders.

         (1)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed by such Holder in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments is or are delivered to the Trustee, and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

         (2)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a Person acting in a capacity other than his individual
capacity, such



                                       14

<PAGE>   18


certificate or affidavit shall also constitute sufficient proof of his
authority.

         (3)  The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

         (4)  The Securities Register shall be conclusive proof of the ownership
of Securities by a Holder.

         (5)  Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

         (6)  The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of the relevant Outstanding Securities on such
record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date,
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of the relevant Outstanding Securities on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of the relevant
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of the relevant Securities in the manner set forth in Section 1.6.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 5.2, (iii) any request to institute proceedings referred
to in Section 5.7(2) or (iv) any direction referred to in Section 5.12, in each
case with respect to the relevant Securities. If any record date is set pursuant
to this paragraph, the Holders of the relevant Outstanding Securities on such
record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such



                                       15

<PAGE>   19


Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of the relevant
Outstanding Securities on such record date. Nothing in this paragraph shall be
construed to prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of the relevant Outstanding Securities on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company's expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of the relevant
Securities in the manner set forth in Section 1.6.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of the relevant Outstanding Securities in the manner set forth in
Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         (7)  Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

         SECTION 1.5.   Notices, Etc. to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

         (1)  the Trustee by any Holder, any holder of Capital Securities or the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office or such other office or agency designated by the Trustee pursuant hereto,
or

         (2)  the Company by the Trustee, any Holder or any holder of Capital
Securities shall be sufficient for every purpose (except as otherwise provided
in Section 5.1) hereunder if in writing and mailed, first class, postage
prepaid, to the Company addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address


                                       16

<PAGE>   20

previously furnished in writing to the Trustee by the Company.

         SECTION 1.6.   Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

         SECTION 1.7.   Conflict with Trust Indenture Act.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act through operation of Section 318(c) thereof, such imposed duties
shall control.

         SECTION 1.8.   Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         SECTION 1.9.   Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

         SECTION 1.10.  Separability Clause.

         In case any provision of this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         SECTION 1.11.  Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2,
the holders of Capital Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.


                                       17

<PAGE>   21

         SECTION 1.12.  Governing Law.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 1.13.  Non-Business Days.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day (and no interest shall accrue for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, until such next succeeding Business Day) with the same force
and effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity.

                                   ARTICLE II

                                 SECURITY FORMS


         SECTION 2.1.   Forms Generally.

         The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with applicable tax laws or the rules of any
securities exchange or automated quotation system on which the Securities may be
listed or traded or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 with respect to the authentication and delivery of
such Securities.

         The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.

         The definitive Securities shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods, if required by any
securities exchange or automated quotation system on which the Securities may be
listed or traded, on a steel engraved border or steel engraved borders or may be
produced in any other manner permitted by the rules of any securities exchange
or automated quotation system on which the Securities may be listed or traded,
all as determined by the officers executing such Securities, as evidenced by
their execution of such Securities.


                                       18

<PAGE>   22

         SECTION 2.2.   Form of Face of Security.

                        COMERICA INCORPORATED

                 __% JUNIOR SUBORDINATED DEBENTURES DUE _______

No. ____________________       CUSIP ___________



$_______________________



         COMERICA INCORPORATED, a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _________________, or registered
assigns, the principal sum of _________ Dollars on __________ __, ____[;
provided that the Company may, subject to certain conditions set forth in
Section 3.14 of the Indenture, (i) shorten the Stated Maturity of the principal
of this Security to a date not earlier than __________, and (ii) extend the
Stated Maturity of the principal of this Security at any time on one or more
occasions, but in no event to a date later than __________]. The Company further
promises to pay interest on said principal sum from _____________, _________ or
from the most recent interest payment date (each such date, an "Interest Payment
Date") on which interest has been paid or duly provided for, [monthly]
[quarterly] [semi-annually] [if applicable, insert - (subject to deferral as set
forth herein)] in arrears on [insert applicable Interest Payment Dates] of each
year, commencing ____________, _______________, at the rate of ___% per annum,
until the principal hereof shall have become due and payable, [if applicable,
insert - plus Additional Interest, if any,] until the principal hereof is paid
or duly provided for or made available for payment [if applicable, insert - and
on any overdue principal and (without duplication and to the extent that payment
of such interest is enforceable under applicable law) on any overdue installment
of interest at the rate of ____% per annum, compounded [monthly] [quarterly]
[semi-annually]. The amount of interest payable for any period shall be computed
on the basis of twelve 30-day months and a 360-day year. The amount of interest
payable for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on this Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on the date
the payment was originally payable. A "Business Day" shall mean any day other
than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The
City of New York are authorized or required by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee or the
principal office of the Property Trustee under the Trust Agreement hereinafter
referred to for __________________, is closed for business. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one



                                       19

<PAGE>   23


or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest installment, which shall be the
________________ [insert definition of Regular Record Dates]. Any such interest
installment not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities of this series may be listed or traded,
and upon such notice as may be required by such exchange or self-regulatory
organization, all as more fully provided in said Indenture.

          [If applicable, insert - So long as no Event of Default has occurred
and is continuing, the Company shall have the right at any time and from time to
time during the term of this Security to defer payment of interest on this
Security, at any time or from time to time, for up to [sixty] [twenty] [ten]
consecutive [monthly] [quarterly] [semi-annual] interest payment periods with
respect to each deferral period (each an "Extension Period"), during which
Extension Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date, and at the end of which the Company shall
pay all interest then accrued and unpaid (together with Additional Interest
thereon to the extent permitted by applicable law); provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the principal of
this Security; provided, further, that during any such Extension Period, the
Company shall not, and shall not permit any Subsidiary of the Company to, (i)
declare or pay any dividends or distributions on or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the Company's capital stock
or (ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt security of the Company that ranks pari
passu with or junior in interest to this Security or (iii) make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any Subsidiary of the Company if such guarantee ranks pari passu with or junior
in interest to this Security (other than (a) repurchases, redemptions or other
acquisitions of shares of the Company's capital stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of the Company's capital stock (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a Subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan, or the issuance of rights, stock or
other property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, (e) payments under the Guarantee with respect to this
Security, or (f) any dividend in the form of stock, warrants, options or other
rights


                                       20

<PAGE>   24

where the dividend stock or the stock issuable upon exercise of such warrants,
options or other rights is the same stock as that on which the dividend is being
paid or ranks pari passu with or junior to such stock). Prior to the termination
of any such Extension Period, the Company may further defer the payment of
interest, provided that no Extension Period shall exceed [sixty] [twenty] [ten]
consecutive [months] [quarters] [semi-annual] periods or extend beyond the
Stated Maturity of the principal of this Security. Upon the termination of any
such Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due, the Company may elect to begin a new
Extension Period, subject to the above requirements. No interest shall be due
and payable during an Extension Period except at the end thereof. The Company
shall give the Holder of this Security notice of its election to begin any such
Extension Period at least ten Business Days prior to the earlier of (w) the next
succeeding Interest Payment Date on which interest on this Security would be
payable but for such deferral, and (x) the date the Company is required to give
notice to any applicable self-regulatory organization or the Holder of this
Security of the record date or the Interest Payment Date, but in any event not
less than two Business Day prior to such record date. [if applicable, insert
With respect to Securities issued to a Trust or a Trustee on behalf of a Trust,
so long as this Security is held by such Trust or a Trustee on behalf of such
Trust, the Company shall give the Trust, the Property Trustee, the
Administrative Trustees and the Trustee written notice of its election to begin
any such Extension Period at least one Business Day prior to the earlier of (y)
the next succeeding date on which Distributions on the Capital Securities of
such Trust would be payable but for such deferral, and (z) the date the
Administrative Trustees of such Trust are required to give notice to any
applicable self-regulatory organization or to holders of such Capital Securities
of the record date or the date such Distributions are payable, but in any event
not less than one Business Day prior to such record date.]].

         Payment of principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert -; provided, however, that at the option of
the Company payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated in writing at least 15 days before the
relevant Interest Payment Date by the Person entitled thereto as specified in
the Securities Register].

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.


                                       21

<PAGE>   25

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

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.



                                       COMERICA INCORPORATED


                                       By:
                                       ------------------------------------
                                       [authorized signatory]


Attest:


-------------------------------------------
    [Secretary or Assistant Secretary]



         SECTION 2.3.   Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _______ __, 2001 (herein called the
"Indenture"), between the Company and ______________________, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $_____________].

         All terms used in this Security that are defined in the Indenture or in
the Amended and Restated Declaration of Trust, dated as of _______ __, ____, as
amended (the "Trust Agreement"), for ____________________, among Comerica
Incorporated, as Depositor, and the Trustees named therein, shall have the
meanings assigned to them in the Indenture or the Trust Agreement, as the case
may be.


                                       22

<PAGE>   26

         [If applicable, insert - The Company may at any time, at its option, on
or after _________, ____, and subject to the terms and conditions of Article XI
of the Indenture, redeem this Security in whole at any time or in part from time
to time, without premium or penalty, at a redemption price equal to 100% of the
principal amount thereof plus accrued and unpaid interest [if applicable, insert
- including Additional Interest, if any] to the Redemption Date.]

         [If applicable, insert - Upon the occurrence and during the
continuation of a Tax Event, Investment Company Event or a Regulatory Capital
Event in respect of a Trust, the Company may, at its option, at any time within
90 days of the occurrence of such Tax Event, Investment Company Event or
Regulatory Capital Event redeem this Security, in whole but not in part, subject
to the provisions of Section 11.7 and the other provisions of Article XI of the
Indenture, at a redemption price equal to 100% of the principal amount thereof
plus accrued and unpaid interest, including Additional Interest, if any, to the
Redemption Date.]

         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of all series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of all series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

         [If the Security is not a Discount Security, -As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Securities of this
series issued to a Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable,


                                       23

<PAGE>   27

the holders of at least 25% in aggregate Liquidation Amount of the Capital
Securities then outstanding shall have such right by a notice in writing to the
Company and the Trustee; and upon any such declaration the principal amount of
and the accrued interest (including any Additional Interest) on all the
Securities of this series shall become immediately due and payable, provided
that the payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
XIII of the Indenture.]

         [If the Security is a Discount Security, -As provided in and subject to
the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than such portion
of the principal amount as may be specified in the terms of this series may
declare an amount of principal of the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Securities of this
series issued to a Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Capital Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee. Such
amount shall be equal to - insert formula for determining the amount. Upon any
such declaration, such amount of the principal of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on this Security shall terminate.]

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the


                                       24

<PAGE>   28


Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

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

         The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         SECTION 2.4.   Additional Provisions Required in Global Security.

         Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 2.2 and 2.3, bear a legend in substantially the
following form:

 "This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary."

         SECTION 2.5.   Form of Trustee's Certificate of Authentication.

         This is one of the Securities referred to in the mentioned Indenture.


                             CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
                             ---------------------------------------------------
                                as Trustee

                             By:

                             ---------------------------------------------------
                             Authorized Officer




                                       25

<PAGE>   29

                                  ARTICLE III

                                 THE SECURITIES

         SECTION 3.1.   Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued from time to time in one or more series.
The following matters shall be established in or pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of a series:

         (1)  the title of the Securities of such series, which shall
distinguish the Securities of the series from all other Securities;

         (2)  the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any
Securities which, pursuant to the last paragraph of Section 3.3, are deemed
never to have been authenticated and delivered hereunder); provided, however,
that the authorized aggregate principal amount of such series may be increased
above such amount by a Board Resolution to such effect;

         (3)  the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;

         (4)  the rate or rates, if any, at which the Securities of such series
shall bear interest, if any, the rate or rates and extent to which Additional
Interest, if any, shall be payable in respect of any Securities of such series,
the Interest Payment Dates on which such interest shall be payable, the right,
pursuant to Section 3.11 or as otherwise set forth therein, of the Company to
defer or extend an Interest Payment Date, and the Regular Record Date for the
interest payable on any Interest Payment Date or the method by which any of the
foregoing shall be determined;

         (5)  the place or places where the principal of (and premium, if any)
and interest on the Securities of such series shall be payable, the place or
places where the Securities of such series may be presented for registration of
transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

         (6)  the period or periods within which, or the date or dates on which,
if any, the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Company;

         (7)  the obligation or the right, if any, of the Company to redeem,
repay or purchase the


                                       26

<PAGE>   30


Securities of such series pursuant to any sinking fund, amortization or
analogous provisions or upon the happening of a specified event, or at the
option of a Holder thereof, and the period or periods within which, the price or
prices at which, the currency or currencies (including currency unit or units)
in which and the other terms and conditions upon which Securities of the series
shall be redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation;

         (8)  the denominations in which any Securities of such series shall be
issuable, if other than denominations of $______ and any integral multiple
thereof;

         (9)  if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

         (10) the additions, modifications or deletions, if any, in the Events
of Default or covenants of the Company set forth herein with respect to the
Securities of such series;

         (11) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

         (12) the additions or changes, if any, to this Indenture with respect
to the Securities of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

         (13) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

         (14) whether the Securities of the series, or any portion thereof,
shall initially be issuable in the form of a temporary Global Security
representing all or such portion of the Securities of such series and provisions
for the exchange of such temporary Global Security for definitive Securities of
such series;

         (15) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositaries for such Global Securities, the form of any
legend or legends which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Section 2.4 and any circumstances in addition
to or in lieu of those set forth in Section 3.5 in which any such Global
Security may be exchanged in whole or in part for Securities registered, and any
transfer of such Global Security in whole or in part may be registered, in the
name or names of Persons other than the Depositary for such Global Security or a
nominee thereof;

         (16) the appointment of any Paying Agent or Agents for the Securities
of such series;

         (17) the terms of any right to convert or exchange Securities of such
series into any other securities or property of the Company, and the additions
or changes, if any, to this Indenture with


                                       27

<PAGE>   31

respect to the Securities of such series to permit or facilitate such conversion
or exchange;

         (18) the form or forms of the Amended and Restated Trust Agreement and
Guarantee Agreement, if different from the forms attached hereto as Annexes A
and B, respectively;

         (19) the relative degree, if any, to which the Securities of the series
shall be senior to or be subordinated to other series of Securities in right of
payment, whether such other series of Securities are Outstanding or not; and

         (20) any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

         If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

              The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article XIII.

         SECTION 3.2.   Denominations.

         The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations of $______ and any integral
multiple thereof, unless otherwise specified as contemplated by Section 3.1.

         SECTION 3.3.   Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by the
Chairman, the President, one of its Vice Chairmen or one of its Executive Vice
Presidents and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities may be manual or
facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and make such Securities available for delivery. If the
form or terms of the Securities of the series have been established by



                                       28

<PAGE>   32


or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon conclusively, an Opinion of Counsel stating,

         (1)  if the form of such Securities has been established by or pursuant
to Board Resolution as permitted by Section 2.1, that such form has been
established in conformity with the provisions of this Indenture;

         (2)  if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this Indenture;

         (3)  that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles; and

         (4)  that all laws and requirements in respect of the execution and
delivery by the Company of such Securities have been complied with.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the Security of such
series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered


                                       29

<PAGE>   33


hereunder and shall not be entitled to the benefits of this Indenture.

         SECTION 3.4.   Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
make available for delivery, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations having
the same Original Issue Date and Stated Maturity and having the same terms as
such temporary Securities. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

         SECTION 3.5.   Registration, Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. Such register is herein sometimes referred to as the
"Securities Register." The Trustee is hereby appointed "Securities Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

         Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and make available for delivery, in
the name of the designated transferee or transferees, one or more new Securities
of the same series of any authorized denominations, of a like aggregate
principal amount, of the same Original Issue Date and Stated Maturity and having
the same terms.

         At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, the Securities which the Holder making the exchange is entitled to
receive.



                                       30

<PAGE>   34

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or the Securities Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities.

              The provisions of Clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

         (1)  Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.

         (2)  Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange Act at a time
when the Depositary is required to be so registered to act as depositary, in
either case unless the Company has approved a successor Depositary within 90
days, (B) there shall have occurred and be continuing an Event of Default with
respect to such Global Security, (C) the Company in its sole discretion
determines that such Global Security will be so exchangeable or transferable or
(D) there shall exist such circumstances, if any, in addition to or in lieu of
the foregoing as have been specified for this purpose as contemplated by Section
3.1.

         (3)  Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.

         (4)  Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.6 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.


                                       31

<PAGE>   35

         Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities pursuant to
Article XI and ending at the close of business on the day of mailing of notice
of redemption or (b) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except, in the case of any Security
to be redeemed in part, any portion thereof not to be redeemed.

         SECTION 3.6.   Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a new Security
of the same issue and series of like tenor and principal amount, having the same
Original Issue Date and Stated Maturity and bearing the same interest rate as
such mutilated Security, and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a protected purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same interest rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.


                                       32

<PAGE>   36

         SECTION 3.7.   Payment of Interest; Interest Rights Preserved.

         Interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of the principal of a Security shall be paid to the Person to
whom principal is paid. The initial payment of interest on any Security of any
series which is issued between a Regular Record Date and the related Interest
Payment Date shall be payable as provided in such Security or in the Board
Resolution pursuant to Section 3.1 with respect to the related series of
Securities. At the option of the Company, interest on any series of Securities
may be paid (i) by check mailed to the address of the Person entitled thereto as
it shall appear on the Securities Register of such series or (ii) by wire
transfer in immediately available funds at such place and to such account as
designated by the Person entitled thereto as specified in the Securities
Register of such series.

         Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such series
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

         (1)  The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series in respect of which
interest is in default (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a
Security of such series at the address of such Holder as it appears in the
Securities Register not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in a newspaper, customarily
published in the English language on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special


                                       33

<PAGE>   37


Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered on such Special Record
Date and shall no longer be payable pursuant to the following Clause (2).

         (2)  The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any national
securities exchange or automated quotation system on which the Securities of the
series in respect of which interest is in default may be listed or traded and,
upon such notice as may be required by such exchange (or by the Trustee if the
Securities are not listed), if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this Clause, such payment shall be deemed
practicable by the Trustee.

         Any interest on any Security which is deferred or extended pursuant to
Section 3.11 shall not be Defaulted Interest for the purposes of this Section
3.7.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

         SECTION 3.8.   Persons Deemed Owners.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 3.7) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         SECTION 3.9.   Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. The Trustee shall
destroy all cancelled securities in accordance with its customary practices,
unless, upon the Company's written request, all canceled Securities shall be
returned by the Trustee to the Company and destroyed by the Company.

         SECTION 3.10.  Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series for any
period shall be computed on the basis of a 360-



                                       34

<PAGE>   38


day year of twelve 30-day months and interest on the Securities of each series
for any partial period shall be computed on the basis of the number of days
elapsed in a 360-day year of twelve 30-day months.

         SECTION 3.11.  Deferrals of Interest Payment Dates.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to the
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such
Securities for such period or periods as may be specified as contemplated by
Section 3.1 (each, an "Extension Period") during which Extension Periods the
Company shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period, the Company
shall pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law) to the Persons in whose
names the Securities are registered at the close of business on the Regular
Record Date with respect to the Interest Payment Date at the end of such
Extension Period; provided, however, that no Extension Period shall exceed the
period or periods specified in such securities or extend beyond the Stated
Maturity of the principal of the Securities of such series; provided, further,
that during any such Extension Period, the Company shall not, and shall not
permit any Subsidiary to, (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire or make a liquidation payment with respect to, any
of the Company's capital stock, (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt security
of the Company that ranks pari passu with or junior in interest to the
Securities of such series or (iii) make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any Subsidiary of the
Company that by their terms rank pari passu with or junior in interest to the
Securities of such series (other than (a) repurchases, redemptions or other
acquisitions of shares of the Company's capital stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of the Company's capital stock (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a Subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan, or the issuance of rights, stock or
other property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, (e) payments under the Guarantee with respect to the
Securities of such series, or (f) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks pari passu with or junior to such



                                       35

<PAGE>   39



stock). Prior to the termination of any such Extension Period, the Company may
further defer the payment of interest, provided that no Extension Period shall
exceed the period or periods specified in such Securities or extend beyond the
Stated Maturity of the principal of such Securities. Upon termination of any
Extension Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect
to begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period, except at the end thereof.
The Company shall give the Holders of the Securities of such series written
notice of its election to begin any such Extension Period at least ten Business
Days prior to the earlier of (w) the next succeeding Interest Payment Date on
which interest on Securities of such series would be payable but for such
deferral, and (x) the date the Company is required to give notice to any
applicable self-regulatory organization or to Holders of such Securities of the
record date or the Interest Payment Date, but in any event not less than two
Business Days prior to such record date. With respect to Securities of a series
issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities
are held by such Trust or a Trustee on behalf of such Trust, the Company shall
give the Trust, the Administrative Trustees and the Trustee written notice of
its election to begin any such Extension Period at least one Business Day prior
to the earlier of (y) the next succeeding date on which Distributions on the
Capital Securities of such Trust would be payable but for such deferral, and (z)
the date the Administrative Trustees of such Trust are required to give notice
to any applicable self-regulatory organization or to holders of such Capital
Securities of the record date or the date such Distributions are payable, but in
any event not less than one Business Day prior to such record date; and in
either case, the Administrative Trustee shall promptly give notice to the
holders of the Capital Securities of such Trust, in the name and at the expense
of the Company, of the Company's election to begin any such Extension Period.

         SECTION 3.12.  Right of Set-Off.

         With respect to the Securities of a series issued to a Trust,
notwithstanding anything to the contrary in this Indenture, the Company shall
have the right to set-off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Guarantee relating to such Security or under Section 5.8 of
this Indenture.

         SECTION 3.13.  Agreed Tax Treatment.

         Each Security issued hereunder shall provide that each of the Company
and, by its acceptance of a Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, such Security
intends that such Security constitutes indebtedness and agrees to treat such
Security as indebtedness for United States federal, local and state tax
purposes.

         SECTION 3.14.  Shortening or Extension of Stated Maturity.

         If specified as contemplated by Section 2.1 or Section 3.1 with respect
to the Securities of a particular series, the Company shall have the right to
(i) shorten the Stated Maturity of the



                                       36

<PAGE>   40


principal of the Securities of such series at any time to any date not earlier
than the first date on which the Company has the right to redeem the Securities
of such series, and (ii) extend the Stated Maturity of the principal of the
Securities of such series at any time at its election for one or more periods,
but in no event to a date later than the 49th anniversary of the Original Issue
Date of the Securities of such series; provided that, if the Company elects to
exercise its right to extend the Stated Maturity of the principal of the
Securities of such series pursuant to clause (ii), above, at the time such
election is made and at the time of extension (A) the Company is not in
bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not in
default in the payment of any interest or principal on such Securities, (C) in
the case of any series of Securities held by a Trust, such Trust is not in
arrears on payments of Distributions on the Capital Securities issued by such
Trust and no deferred Distributions are accumulated and (D) such Securities are
rated not less than BBB- by S&P or Baa3 by Moody's or the equivalent by any
other nationally recognized statistical rating organization. In the event the
Company elects to shorten or extend the Stated Maturity of the Securities, it
shall give written notice to the Trustee, and the Trustee shall give notice of
such shortening or extension to the Holders, no less than 30 and no more than 60
days prior to the effectiveness thereof. The Company's right to shorten the
Stated Maturity of the principal of the Securities of such series pursuant to
clause (i) above is subject to the Company having received (A) prior approval of
the Federal Reserve if required under applicable capital guidelines or policies
and (B) an opinion of nationally recognized independent counsel experienced in
such matters to the effect that after the shortening of maturity, interest paid
on the Securities will be deductible by the Company for United States federal
income tax purposes; if the Securities are issued to a Trust, the holders of
Capital Securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of the shortening of maturity, and will
be taxed under United States federal income tax law in the same amount, in the
manner and at the same times as would have been the case if the shortening of
maturity had not occurred; and the shortening of maturity will not cause the
Trust to be classified as other than a grantor trust for United States federal
income tax purposes.

         SECTION 3.15.  CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.1.   Satisfaction and Discharge of Indenture.



                                       37
<PAGE>   41
         This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

         (1)      either:

                  (A)     all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.3) have been delivered to the Trustee
for cancellation; or

                  (B)     all such Securities not theretofore delivered to the
Trustee for cancellation

                          (i)   have become due and payable, or

                          (ii)  will become due and payable at their Stated
         Maturity within one year of the date of deposit, or

                          (iii) are to be called for redemption within one year
         under arrangements satisfactory to the Trustee for the giving of notice
         of redemption by the Trustee in the name, and at the expense, of the
         Company,

and the Company, in the case of Clause (B) (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount in the currency or currencies in which the Securities of
such series are payable sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest (including any Additional
Interest) to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

         (2)      the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

         (3)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.



                                       38
<PAGE>   42

         SECTION 4.2. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which such money or obligations have been
deposited with or received by the Trustee.

                                   ARTICLE V

                                    REMEDIES


         SECTION 5.1. Events of Default.

         "Event of Default", wherever used herein with respect to the Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

         (1) default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, when it becomes
due and payable, and continuance of such default for a period of 30 days
(subject to the deferral of any Interest Payment Date in the case of an
Extension Period); or

         (2) default in the payment of the principal of (or premium, if any, on)
any Security of that series at its Maturity; or

         (3) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Company in this Indenture with respect to that
series (other than a covenant or warranty a default in the performance of which
or the breach of which is elsewhere in this Section specifically dealt with),
and continuance of such default or breach for a period of 90 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and on which notice the
Trustee shall be permitted to conclusively rely with respect to determining
materiality for purposes of this Section 5.1(3); or

         (4) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property or ordering
the winding up or liquidation of its



                                       39
<PAGE>   43

affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days; or

         (5) the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit for creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due and
its willingness to be adjudicated a bankrupt, or the taking of corporate action
by the Company in furtherance of any such action; or

         (6) any other Event of Default provided with respect to Securities of
that series.

         SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 5.1(4) or 5.1(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), provided that, in the case of
the Securities of a series issued to a Trust, if, upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series fail to declare the principal amount (or,
if the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be immediately due and payable, the holders of at
least 25% in aggregate liquidation amount of the corresponding series of Capital
Securities then outstanding shall have such right by a notice in writing to the
Company and the Trustee; and upon any such declaration such principal amount (or
specified portion thereof) of and the accrued interest (including any Additional
Interest) on all the Securities of such series shall become immediately due and
payable. Payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
XIII notwithstanding that such amount shall become immediately due and payable
as herein provided. If an Event of Default specified in Section 5.1(4) or 5.1(5)
with respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if the Securities of
that series are Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms of that series) shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained


                                       40
<PAGE>   44

by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

         (1)      the Company has paid or deposited with the Trustee a sum
sufficient to pay:

                  (A) all overdue installments of interest (including any
Additional Interest) on all Securities of that series,

                  (B) the principal of (and premium, if any, on) any Securities
of that series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Securities, and

                  (C) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and

         (2)      all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series
which has become due solely by such acceleration, have been cured or waived as
provided in Section 5.13;

provided that, in the case of Securities of a series held by a Trust, if the
Holders of at least a majority in principal amount of the Outstanding Securities
of that series fails to rescind and annul such declaration and its consequences,
the holders of a majority in aggregate Liquidation Amount (as defined in the
Trust Agreement under which such Trust is formed) of the related series of
Capital Securities then outstanding shall have such right by written notice to
the Company and the Trustee, subject to the satisfaction of the conditions set
forth in Clauses (1) and (2) above of this Section 5.2.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Company covenants that if:

         (1)      default is made in the payment of any installment of interest
(including any Additional Interest) on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or

         (2)      default is made in the payment of the principal of (and
premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest (including any
Additional Interest); and, in addition thereto, all amounts owing the Trustee
under


                                       41
<PAGE>   45

Section 6.7.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

         SECTION 5.4. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors,

         (1)      the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration of acceleration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal (and premium, if any) or interest (including any Additional Interest))
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (A) to file and prove a claim for the whole amount of
principal (or, if the Securities of that series are Discount Securities, such
portion of the principal amount as may be due and payable pursuant to a
declaration in accordance with Section 5.2) (and premium, if any) and interest
(including any Additional Interest) owing and unpaid in respect to the
Securities and to file such other papers or documents as may be necessary or
advisable and to take any and all actions as are authorized under the Trust
Indenture Act in order to have the claims of the Holders and any predecessor to
the Trustee under Section 6.7 allowed in any such judicial proceedings; and

                  (B) in particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same in accordance with Section 5.6; and

         (2)      any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the


                                       42
<PAGE>   46

Trustee any amount due to it and any predecessor Trustee under Section 6.7.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

         SECTION 5.5. Trustee May Enforce Claims Without Possession of
Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.7, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 5.6. Application of Money Collected.

         Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or property on account of principal (or premium,
if any) or interest (including any Additional Interest), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

         SECOND: Subject to Article XIII, to the payment of the amounts then due
and unpaid upon such series of Securities for principal (and premium, if any),
interest (including any Additional Interest), in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such series of
Securities for principal (and premium, if any) and interest (including any
Additional Interest), respectively; and

         THIRD: The balance, if any, to the Person or Persons entitled thereto.

         SECTION 5.7. Limitation on Suits.

         No Holder of any Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,


                                       43
<PAGE>   47

unless:

         (1)      such Holder has previously given written notice to the Trustee
of a continuing Event of Default with respect to the Securities of that series;

         (2)      the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

         (3)      such Holder or Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

         (4)      the Trustee for 60 days after its receipt of such notice,
request and offer of security or indemnity has failed to institute any such
proceeding; and

         (5)      no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

         SECTION 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of Capital Securities.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest) on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder. In the case of Securities of a series held by a Trust, any holder of the
corresponding series of Capital Securities held by such Trust shall have the
right, upon the occurrence of an Event of Default described in Section 5.1(1) or
5.1(2), to institute a suit directly against the Company for enforcement of
payment to such holder of principal of (premium, if any) and (subject to Section
3.7) interest (including any Additional Interest) on the Securities having a
principal amount equal to the aggregate Liquidation Amount (as defined in the
Trust Agreement under which such Trust is formed) of such Capital Securities of
the corresponding series held by such Holder.

         SECTION 5.9. Restoration of Rights and Remedies.

         If the Trustee, any Holder or any holder of Capital Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been


                                       44
<PAGE>   48

discontinued or abandoned for any reason, or has been determined adversely to
the Trustee, such Holder or such holder of Capital Securities, then and in every
such case the Company, the Trustee, the Holders and such holder of Capital
Securities shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee, the Holders and the holders of Capital
Securities shall continue as though no such proceeding had been instituted.

         SECTION 5.10. Rights and Remedies Cumulative.

         Except as otherwise provided in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee, to the Holders
or to the holders of the Capital Securities is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         SECTION 5.11. Delay or Omission Not Waiver.

         No delay or omission of the Trustee, any Holder of any Security or any
holder of any Capital Security to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein.

         Every right and remedy given by this Article or by law to the Trustee
or to the Holders and the right and remedy given to the holders of Capital
Securities by Section 5.8 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Capital
Securities, as the case may be.

         SECTION 5.12. Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

         (1)      such direction shall not be in conflict with any rule of law
or with this Indenture,

         (2)      the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

         (3)      subject to the provisions of Section 6.1, the Trustee shall
have the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding so
directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability.


                                       45
<PAGE>   49

         SECTION 5.13. Waiver of Past Defaults.

         Subject to Sections 5.2 and 9.2, the Holders of not less than a
majority in principal amount of the Outstanding Securities of any series and, in
the case of any Securities of a series issued to a Trust, the holders of a
majority in Liquidation Amount (as defined in the relevant Trust Agreement) of
Capital Securities issued by such Trust may waive any past default hereunder and
its consequences with respect to such series except a default:

         (1)      in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security of such series
(unless all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which has
become due solely by such acceleration, have been cured or annulled as provided
in Section 5.3 and the Company has paid or deposited with the Trustee a sum
sufficient to pay all overdue installments of interest (including any Additional
Interest) on all Securities of that series, the principal of (and premium, if
any, on) any Securities of that series which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate borne by the
Securities, and all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel), or

         (2)      in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

         Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities of such series or, in the case of a waiver by holders of Capital
Securities issued by such Trust, by all holders of Capital Securities issued by
such Trust.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

         SECTION 5.14. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.


                                       46
<PAGE>   50

         SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 6.1. Certain Duties and Responsibilities.

         (1)      Except during the continuance of an Event of Default,

                  (A) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

                  (B) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture.

         (2)      In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

         (3)      No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct except that

                  (A) this Subsection shall not be construed to limit the effect
of Subsection (1) of this Section;

                  (B) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and


                                       47
<PAGE>   51

                  (C) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of Holders pursuant to Section 5.12 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.

         (4)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (5)      Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

         SECTION 6.2. Notice of Defaults.

         Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest (including any Additional
Interest) on any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Securities of such series; and provided, further,
that, in the case of any default of the character specified in Section 5.1(3),
no such notice to Holders of Securities of such series shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Securities of such
series.

         SECTION 6.3. Certain Rights of Trustee.

         Subject to the provisions of Section 6.1:

         (1)      the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
Security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

         (2)      any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;


                                       48
<PAGE>   52

         (3)      whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

         (4)      the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

         (5)      the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

         (6)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
indenture, Security or other paper or document, but the Trustee in its
discretion may make such inquiry or investigation into such facts or matters as
it may see fit, and, if the Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

         (7)      the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

         (8)      the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture; and

         (9)      the Trustee shall not be charged with knowledge of any default
or Event of Default with respect to the Securities unless either (i) a
Responsible Officer assigned to the Corporate Trust Department of the Trustee
(or any successor division or department of the Trustee) shall have actual
knowledge of such default or Event of Default or (ii) written notice of such
default or Event of Default shall have been given to the Trustee by the Company
or by any Holder of the Securities.

         SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.


                                       49
<PAGE>   53

         SECTION 6.5. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Securities
Registrar or such other agent.

         SECTION 6.6. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

         SECTION 6.7. Compensation and Reimbursement.

         The Company agrees to:

         (1)      pay to the Trustee from time to time such compensation as
shall be agreed in writing between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

         (2)      reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the
Trustee's negligence or bad faith; and

         (3)      indemnify each of the Trustee and any predecessor Trustee for,
and to hold it harmless against, any and all loss, liability, damage, claim or
expense (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) incurred without negligence or bad
faith, arising out of or in connection with the acceptance or administration of
this trust or the performance of its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. The
provisions of this Section 6.7 shall survive the resignation or removal of the
Trustee and the termination of this Agreement.

         To secure the Company's payment obligations in this Section, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any


                                       50
<PAGE>   54

successor statute.

         SECTION 6.8. Disqualification; Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second-to-last paragraph of said Section 310(b).

         SECTION 6.9. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

         (1)      a corporation organized and doing business under the laws of
the United States of America or of any state or territory or the District of
Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal, state, territorial or District
of Columbia authority, or

         (2)      a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as Trustee
pursuant to a rule, regulation or order of the Commission, authorized under such
laws to exercise corporate trust powers, and subject to supervision or
examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

         SECTION 6.10. Resignation and Removal; Appointment of Successor.

         (1)      No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

         (2)      The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the


                                       51
<PAGE>   55

appointment of a successor Trustee with respect to the Securities of such
series.

         (3)      The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after such removal, the
Trustee being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         (4)      If at any time:

                  (A) the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

                  (B) the Trustee shall cease to be eligible under Section 6.9
and shall fail to resign after written request therefor by the Company or by any
such Holder, or

                  (C) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,

then, in any such case, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to all Securities, or (ii)
subject to Section 5.14, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

         (5)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, subject to Section 5.14, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (6)      The Company shall give notice of each resignation and each
removal of the Trustee with


                                       52
<PAGE>   56

respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to the Holders of Securities
of such series as their names and addresses appear in the Securities Register.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

         SECTION 6.11. Acceptance of Appointment by Successor.

         (1)      In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (2)      In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


                                       53
<PAGE>   57

         (3)      Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

         (4)      No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

         SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

         SECTION 6.13. Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

         SECTION 6.14. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, or of any state or territory or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the


                                       54
<PAGE>   58

combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:



         This is one of the Securities referred to in the within mentioned
Indenture.

Dated:             -
      -------------
                            CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
                            ---------------------------------------------------,
                              As Trustee


                            By:                                   As
                              ------------------------------------

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

                                       55
<PAGE>   59

                                       Authenticating Agent



                                       By:
                                          --------------------------------------
                                          Authorized Officer


                                  ARTICLE VII

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

         (1)      semi-annually, not more than 15 days after January 15 and July
15 in each year, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of January 1 and July 1 of such year,
and

         (2)      at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished,

excluding from any such list names and addresses received by the Trustee in its
capacity as Securities Registrar.

         SECTION 7.2. Preservation of Information, Communications to Holders.

         (1)      The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

         (2)      The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

         (3)      Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

         SECTION 7.3. Reports by Trustee.


                                       56
<PAGE>   60

         (1)      The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within sixty days after each May 15 following the date of this Indenture
deliver to Holders a brief report, dated as of such May 15, which complies with
the provisions of such Section 313(a).

         (2)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed and also with the Commission. The Company will
promptly notify the Trustee when any Securities are listed on any stock
exchange.

         SECTION 7.4. Reports by Company.

         The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is required to be filed with the
Commission. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall continue to file with the Commission and provide the
Trustee with the annual reports and the information, documents and other reports
which are specified in Sections 13 and 15(d) of the Exchange Act. The Company
also shall comply with the other provisions of Trust Indenture Act Section
314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

         (1)      in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company


                                       57
<PAGE>   61

substantially as an entirety shall be a corporation, partnership or trust
organized and existing under the laws of the United States of America or any
State or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium,
if any) and interest (including any Additional Interest) on all the Securities
and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;

         (2)      immediately after giving effect to such transaction, no Event
of Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing;

         (3)      in the case of the Securities of a series held by a Trust,
such consolidation, merger, conveyance, transfer or lease is permitted under the
related Trust Agreement and Guarantee and does not give rise to any breach or
violation of the related Trust Agreement or Guarantee; and

         (4)      the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and any such supplemental indenture
complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with; and the Trustee, subject
to Section 6.1, may rely upon such Officers' Certificate and Opinion of Counsel
as conclusive evidence that such transaction complies with this Section 8.1.

         SECTION 8.2. Successor Corporation Substituted.

         Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; and in the event of any such conveyance,
transfer or lease the Company shall be discharged from all obligations and
covenants under the Indenture and the Securities and may be dissolved and
liquidated.

         Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the written order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall make available for delivery any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities


                                       58
<PAGE>   62

had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

         SECTION 8.3. Opinion of Counsel to be Given to the Trustee.

         The Trustee shall be provided and, subject to Sections 6.1 and 6.2,
shall be fully protected in relying upon an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance or lease and any
such assumption complies with the provisions of this Article Eight.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.1. Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form reasonably satisfactory
to the Trustee, for any of the following purposes:

         (1)      to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the Company herein
and in the Securities contained; or

         (2)      to convey, transfer, assign, mortgage or pledge any property
to or with the Trustee or to surrender any right or power herein conferred upon
the Company; or

         (3)      to establish the form or terms of Securities of any series as
permitted by Sections 2.1 or 3.1; or

         (4)      to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

         (5)      to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Events of Default are expressly being included solely for
the benefit of such series); or

         (6)      to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any


                                       59
<PAGE>   63

series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or

         (7)      to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to this clause (7)
shall not adversely affect the interest of the Holders of Securities of any
series in any material respect or, in the case of the Securities of a series
issued to a Trust and for so long as any of the corresponding series of Capital
Securities issued by such Trust shall remain outstanding, the holders of such
Capital Securities; or

         (8)      to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(2); or

         (9)      to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act.

         SECTION 9.2. Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

         (1)      except to the extent permitted by Section 3.11 or as otherwise
specified as contemplated by Section 2.1 or Section 3.1 with respect to the
deferral of the payment of interest on the Securities of any series, change the
Stated Maturity of the principal of, or any installment of interest (including
any Additional Interest) on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or reduce any premium payable upon the
redemption thereof, or reduce the amount of principal of a Discount Security
that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2, or change the place of payment where, or the
coin or currency in which, any Security or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or

         (2)      reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or


                                       60
<PAGE>   64

         (3)      modify any of the provisions of this Section, Section 5.13 or
Section 10.5, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby; or

         (4)      modify the provisions in Article XIII of this Indenture with
respect to the subordination of Outstanding Securities of any series in a manner
adverse to the Holders thereof;

provided, further, that, in the case of the Securities of a series issued to a
Trust, so long as any of the corresponding series of Capital Securities issued
by such Trust remains outstanding, (i) no such amendment shall be made that
adversely affects the holders of such Capital Securities in any material
respect, and no termination of this Indenture shall occur, and no waiver of any
Event of Default or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate Liquidation Amount (as defined in the Trust Agreement under which
such Trust is organized) of such Capital Securities then outstanding unless and
until the principal (and premium, if any) of the Securities of such series and
all accrued and, subject to Section 3.7, unpaid interest (including any
Additional Interest) thereon have been paid in full and (ii) no amendment shall
be made to Section 5.8 of this Indenture that would impair the rights of the
holders of Capital Securities provided therein without the prior consent of the
holders of each Capital Security then outstanding unless and until the principal
(and premium, if any) of the Securities of such series and all accrued and
(subject to Section 3.7) unpaid interest (including any Additional Interest)
thereon have been paid in full.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities or Capital
Securities, or which modifies the rights of the Holders of Securities or holders
of Capital Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities or holders of Capital Securities of any other series.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         SECTION 9.3. Execution of Supplemental Indentures.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be provided, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent have been complied with. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         SECTION 9.4. Effect of Supplemental Indentures.


                                       61
<PAGE>   65

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

         SECTION 9.5. Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

         SECTION 9.6. Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

         SECTION 9.7. Notice of Supplemental Indentures.

                  Promptly after the execution by the Company and the
appropriate Trustee of any supplemental indenture pursuant to Section 9.2, the
Company shall transmit by mail to all Holders of any series of the securities
affected thereby, as their name and addresses appear in the Securities Register,
a notice setting forth in general terms the substance of each supplemental
indenture.

                                   ARTICLE X

                                    COVENANTS

         SECTION 10.1. Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest (including Additional Interest) on the Securities of that
series in accordance with the terms of such Securities and this Indenture.

         SECTION 10.2. Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series of
Securities, an office or agency where Securities of that series may be presented
or surrendered for payment and an office or agency where Securities of that
series may be surrendered for transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series


                                       62
<PAGE>   66

and this Indenture may be served. The Company initially appoints the Trustee,
acting through its Corporate Trust Office, as its agent for said purposes. The
Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.

         SECTION 10.3. Money for Security Payments to be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to 12:00 p.m. New York City time, on each due date of the principal of or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal and
premium (if any) or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

         (1)      hold all sums held by it for the payment of the principal of
(and premium, if any) or interest (including Additional Interest) on Securities
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided;

         (2)      give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal
(and premium, if any) or interest (including Additional Interest);

         (3)      at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent; and


                                       63
<PAGE>   67

         (4)      comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by the Company or any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest (including Additional Interest) on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be paid
on Company Request to the Company, or (if then held by the Company) shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

         SECTION 10.4. Statement as to Compliance.

         The Company shall deliver to the Trustee, within 120 days after the end
of each calendar year of the Company ending after the date hereof, an Officers'
Certificate, one of the signatories of which shall be the principal executive,
principal financial or principal accounting officer of the Company, covering the
preceding calendar year, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance, observance or
fulfillment of or compliance with any of the terms, provisions, covenants and
conditions of this Indenture, and if the Company shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge. For the purpose of this Section 10.4, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

         SECTION 10.5. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition provided pursuant to Section 3.1, 9.1(3) or 9.1(4) with
respect to the Securities of any


                                       64
<PAGE>   68

series, if before or after the time for such compliance the Holders of at least
a majority in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company in respect of any such covenant or condition shall remain in full
force and effect.

         SECTION 10.6. Payment of Trust Costs and Expenses.

         Since each Trust is being formed solely to facilitate an investment in
the Securities, the Company, in its capacity as the issuer of the Securities,
hereby covenants to pay all debts and obligations (other than with respect to
the Capital Securities and Common Securities) and all costs and expenses of each
Trust (including, but not limited to, all costs and expenses relating to the
organization of the Trust, the fees and expenses of the Trustees and all costs
and expenses relating to the operation of the Trust) and to pay any and all
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed on the Trust by the United States, or any other
taxing authority, so that the net amounts received and retained by the Trust and
the Property Trustee after paying any such debts, obligations, costs, expenses,
taxes, duties, assessments or other governmental charges will be equal to the
amounts the Trust and the Property Trustee would have received had no such
debts, obligations, costs, expenses, taxes, duties, assessments or other
governmental charges been incurred by or imposed on the Trust. The obligations
of the Company to pay all debts, obligations, costs, expenses, taxes, duties,
assessments or other governmental charges of each Trust (other than with respect
to the Capital Securities and Common Securities) shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture.

         SECTION 10.7. Additional Covenants.

         The Company covenants and agrees with each Holder of Securities of each
series that it shall not, and it shall not permit any Subsidiary of the Company
to, (i) declare or pay any dividends or distributions on, or redeem purchase,
acquire or make a liquidation payment with respect to, any shares of the
Company's capital stock, or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu with or junior in interest to the Securities of
such series or (iii) make any guarantee payments with respect to any guarantee
by the Company of debt securities of any subsidiary of the Company if such
guarantee ranks pari passu with or junior in interest to the Securities (other
than (a) repurchases, redemptions or other acquisitions of shares of the
Company's capital stock in connection with any employment contract, benefit plan
or other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of the Company's capital stock (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Event of Default, default or
Extension Period, as the case may be, (b) as a result of an exchange or
conversion of any class or series of the Company's capital stock (or any
capital stock of a Subsidiary of the Company) for any class or series of the
Company's capital stock or of any class



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<PAGE>   69

or series of the Company's indebtedness for any class or series of the Company's
capital stock, (c) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto, (e) payments under the Guarantee with
respect to the Securities of such series, or (f) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or
junior to such stock) if at such time (x) there shall have occurred any event of
which the Company has actual knowledge that (A) with the giving of notice or the
lapse of time or both, would constitute an Event of Default with respect to the
Securities of such series and (B) in respect of which the Company shall not have
taken reasonable steps to cure, (y) if the Securities of such series are held by
a Trust, the Company shall be in default with respect to its payment of any
obligations under the Guarantee relating to the Capital Securities issued by
such Trust or (z) the Company shall have given notice of its election to begin
an Extension Period with respect to the Securities of such series as provided
herein and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.

         The Company also covenants with each Holder of Securities of a series
issued to a Trust (i) to maintain directly 100% ownership of the Common
Securities of such Trust; provided, however, that any permitted successor of the
Company hereunder may succeed to the Company's ownership of such Common
Securities, (ii) cause such trust to remain a Delaware business trust and not to
voluntarily terminate, wind-up or liquidate such Trust, except (a) in connection
with a distribution of the Securities of such series to the holders of the Trust
Securities of such Trust in liquidation of such Trust or (b) in connection with
certain mergers, consolidations or amalgamations permitted by the related Trust
Agreement and (iii) to take no action that would be reasonably likely to cause
such Trust to be classified as an association or a publicly traded partnership
taxable as a corporation for United States federal income tax purposes.

         SECTION 10.8. Calculation of Original Issue Discount.

         The Company shall file with the Trustee in a timely fashion a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year, if any.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

         SECTION 11.1. Applicability of This Article.

         Redemption of Securities of any series (whether by operation of a
sinking fund or


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<PAGE>   70

otherwise) as permitted or required by any form of Security issued pursuant to
this Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of Security
shall conflict with any provision of this Article, the provision of such form of
Security shall govern. Except as otherwise set forth in the form of Security for
such series, each Security of such series shall be subject to partial redemption
only in the amount of $1,000 or, in the case of the Securities of a series
issued to a Trust, $1,000, or integral multiples thereof.

         SECTION 11.2. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of the Securities, the Company shall, not less than 45 nor more
than 60 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such date and of the
principal amount of Securities of that series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.

         SECTION 11.3. Selection of Securities to be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
Securities will be redeemed on a pro rata basis, provided that the unredeemed
portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

         SECTION 11.4. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register.



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<PAGE>   71

         With respect to Securities of each series to be redeemed, each notice
of redemption shall identify the Securities to be redeemed (including CUSIP
number, if a CUSIP number has been assigned to such Securities of such Series)
and shall state:

         (1)      the Redemption Date;

         (2)      the Redemption Price;

         (3)      if less than all Outstanding Securities of such particular
series and having the same terms are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the
particular Securities to be redeemed;

         (4)      that on the Redemption Date, the Redemption Price will become
due and payable upon each such Security or portion thereof, and that interest
thereon, if any, shall cease to accrue on and after said date;

         (5)      the place or places where such Securities are to be
surrendered for payment of the Redemption Price; and

         (6)      that the redemption is for a sinking fund, if such is the
case.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall not be
irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

         SECTION 11.5. Deposit of Redemption Price.

         Prior to 10:00 a.m. New York City time, on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4, the
Company will deposit with the Trustee or with one or more Paying Agents (or if
the Company is acting as its own Paying Agent, the Company will segregate and
hold in trust as provided in Section 10.3) an amount of money sufficient to pay
the Redemption Price of, and any accrued interest (including Additional
Interest) on, all the Securities which are to be redeemed on that date.

         SECTION 11.6. Payment of Securities Called for Redemption.

         If any notice of redemption has been given as provided in Section 11.4,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable Redemption Price. On presentation and
surrender of such Securities at a Place of Payment in said notice specified, the
said securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable Redemption Price, together with accrued interest
(including any


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<PAGE>   72

Additional Interest) to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the Holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the unredeemed portion of the Security so presented
and having the same Original Issue Date, Stated Maturity and terms. If a Global
Security is so surrendered, such new Security will also be a new Global
Security.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

         SECTION 11.7. Right of Redemption of Securities Initially Issued to a
Trust.

         In the case of the Securities of a series initially issued to a Trust,
except as otherwise established pursuant to Section 3.1 for the Securities of a
Series, the Company, at its option, may redeem such Securities (i) in whole at
any time or in part from time to time, or (ii) upon the occurrence and during
the continuation of a Tax Event, an Investment Company Event or a Regulatory
Capital Event, at any time within 90 days following the occurrence of such Tax
Event, an Investment Company Event or Regulatory Capital Event in respect of
such Trust, in whole (but not in part), in each case at the Redemption Price
specified in the form of such Securities; provided that the Company's right to
redeem such Securities pursuant to clause (i) or (ii) above is subject to the
Company having received the prior approval of the Federal Reserve if required
under applicable capital guidelines or policies of the Federal Reserve.

                                  ARTICLE XII

                                  SINKING FUNDS

         SECTION 12.1. Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any sinking fund payment in excess of such minimum
amount which is permitted to be made by the


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<PAGE>   73

terms of such Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of any Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of such
Securities.

         SECTION 12.2. Satisfaction of Sinking Fund Payments with Securities.

         In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 30 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series (together with the unmatured coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

         SECTION 12.3. Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.1) and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 12.2 and will also deliver to the
Trustee any Securities to be so delivered. Such Officers' Certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such Officers' Certificate (or, as required by this Indenture, the
Securities and coupons, if any, specified in such Officers' Certificate), the
sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory sinking
fund payment without the right to deliver or credit securities as provided in
Section 12.2 and without the right to make the optional sinking fund payment
with respect to such series at such time.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting


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<PAGE>   74

as its own Paying Agent) on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date immediately following the date of such payment) to the
redemption of Securities of such series at the Redemption Price specified in
such Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or, if the Company is acting as its own
Paying Agent, segregated and held in trust by the Company as provided in Section
10.3) for such series and together with such payment (or such amount so
segregated) shall be applied in accordance with the provisions of this Section
12.3. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee (or if the Company is acting as its own
Paying Agent, segregated and held in trust as provided in Section 10.3) on the
last sinking fund payment date with respect to Securities of such series and not
held for the payment or redemption of particular Securities of such series shall
be applied by the Trustee (or by the Company if the Company is acting as its own
Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity. The Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.3 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 11.4.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 11.6. On or before each
sinking fund payment date, the Company shall pay to the Trustee (or, if the
Company is acting as its own Paying Agent, the Company shall segregate and hold
in trust as provided in Section 10.3) in cash a sum in the currency in which
Securities of such series are payable (except as provided pursuant to Section
3.1) equal to the principal and any interest accrued to the Redemption Date for
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 12.3.

         Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article XII. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section 12.3.

                                  ARTICLE XIII



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<PAGE>   75

                           SUBORDINATION OF SECURITIES

         SECTION 13.1. Securities Subordinate to Senior Debt.

         The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of (and premium, if any) and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt.

         SECTION 13.2. Payment Over of Proceeds Upon Dissolution, Etc.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall
be entitled to receive payment in full of all amounts due or to become due on
such Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the Holders of the Securities are entitled to receive or retain any
payment or distribution of any kind or character, whether in cash, property or
securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other Debt of the Company (including
any series of the Securities) subordinated to the payment of the Securities,
such payment or distribution being hereinafter referred to as a "Junior
Subordinated Payment"), on account of principal of (or premium, if any) or
interest (including any Additional Interest) on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any Subsidiary
and to that end the holders of Senior Debt shall be entitled to receive, for
application to the payment thereof, any payment or distribution of any kind or
character, whether in cash, property or securities, including any Junior
Subordinated Payment, which may be payable or deliverable in respect of the
Securities in any such Proceeding; provided, however, that holders of Senior
Debt shall not be entitled to receive payment of any such amounts to the extent
that such holders would be required by the subordination provisions of such
Senior Debt to pay such amounts over to the obligees on trade accounts payable
or other liabilities arising in the ordinary course of the Company's business.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all amounts due or to become due on all Senior Debt are paid in
full or payment thereof is provided for in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior Debt, and if such fact shall,
at or prior to the time of such payment or distribution, have been made known to
the Trustee or, as the case may be, such Holder, then and in such event such
payment or distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the


                                       72
<PAGE>   76

payment of all amounts due or to become due on all Senior Debt remaining unpaid,
to the extent necessary to pay all amounts due or to become due on all Senior
Debt in full, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Debt; provided, however, that holders of Senior
Debt shall not be entitled to receive payment of any such amounts to the extent
that such holders would be required by the subordination provisions of such
Senior Debt to pay such amounts over to the obligees on trade accounts payable
or other liabilities arising in the ordinary course of the Company's business.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which securities are subordinated in
right of payment to all then outstanding Senior Debt to substantially the same
extent as the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person upon the terms and conditions set forth in Article VIII shall not be
deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by sale such properties and assets as an entirety, as the case may be,
shall, as a part of such consolidation, merger, or sale comply with the
conditions set forth in Article VIII.

         SECTION 13.3. Prior Payment to Senior Debt Upon Acceleration of
Securities.

         In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the Securities
are entitled to receive any payment or distribution of any kind or character,
whether in cash, properties or securities (including any Junior Subordinated
Payment) by the Company on account of the principal of (or premium, if any) or
interest (including any Additional Interest) on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any
Subsidiary; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with this Indenture or as
otherwise specified as contemplated by Section 3.1 for the Securities of any
series by delivering and crediting pursuant to Section 12.2 or as otherwise
specified as contemplated by Section 3.1 for the Securities of any series
Securities which have been acquired (upon redemption or otherwise) prior to such
declaration of acceleration; provided, however, that holders of Senior Debt
shall not be entitled to receive payment of any such amounts to the extent that
such holders would be required by the subordination provisions of such Senior
Debt to pay such amounts over to the obligees on trade accounts payable or other
liabilities arising in the ordinary course of the Company's business.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to


                                       73
<PAGE>   77

the Trustee or the Holder of any Security prohibited by the foregoing provisions
of this Section, and if such fact shall, at or prior to the time of such
payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

         SECTION 13.4. No Payment When Senior Debt in Default.

          (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior Debt, or
in the event that any event of default with respect to any Senior Debt shall
have occurred and be continuing and shall have resulted in such Senior Debt
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event any
judicial proceeding shall be pending with respect to any such default in payment
or such event or default, then no payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) shall be made by the Company on account of principal of
(or premium, if any) or interest (including any Additional Interest), if any, on
the Securities or on account of the purchase or other acquisition of Securities
by the Company or any Subsidiary, in each case unless and until all amounts due
or to become due on such Senior Debt are paid in full; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with this Indenture or as otherwise specified as
contemplated by Section 3.1 for the Securities of any series by delivering and
crediting pursuant to Section 12.2 or as otherwise specified as contemplated by
Section 3.1 for the Securities of any series Securities which have been acquired
(upon redemption or otherwise) prior to such default in payment or event of
default; provided, however, that holders of Senior Debt shall not be entitled to
receive payment of any such amounts to the extent that such holders would be
required by the subordination provisions of such Senior Debt to pay such amounts
over to the obligees on trade accounts payable or other liabilities arising in
the ordinary course of the Company's business.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

         SECTION 13.5. Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding



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<PAGE>   78

referred to in Section 13.2 or under the conditions described in Sections 13.3
and 13.4, from making payments at any time of principal of (and premium, if any)
or interest (including Additional Interest) on the Securities, or (b) the
application by the Trustee of any money deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
(including any Additional Interest) on the Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge that such payment would have been prohibited by the
provisions of this Article.

         SECTION 13.6. Subrogation to Rights of Holders of Senior Debt.

         Subject to the payment in full of all amounts due or to become due on
all Senior Debt, or the provision for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders
of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions
of this Article (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to Senior Debt of the Company
to substantially the same extent as the Securities are subordinated to the
Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of
(and premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.

         SECTION 13.7. Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as between the Company and the Holders of the Securities,
the obligations of the Company, which are absolute and unconditional, to pay to
the Holders of the Securities the principal of (and premium, if any) and
interest (including any Additional Interest) on the Securities as and when the
same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and
creditors of the Company other than their rights in relation to the holders of
Senior Debt; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture including, without limitation, filing and voting claims in any
Proceeding, subject to the rights, if any, under this Article of the holders of
Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.


                                       75
<PAGE>   79

         SECTION 13.8. Trustee to Effectuate Subordination.

         Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination provided
in this Article and appoints the Trustee his or her attorney-in-fact for any and
all such purposes.

         SECTION 13.9. No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Debt may, at any time and from to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Debt, do any one or more of the following: (i) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in
any manner for the collection of Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

         SECTION 13.10. Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from any trustee, agent or representative
therefor; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least two Business Days prior to the date
upon which by the terms hereof any monies may become payable for any purpose
(including, without limitation, the payment of the principal of (and premium, if
any) or interest (including any Additional Interest) on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received and shall not be affected by any notice
to the contrary which may be received by it within two Business Days prior to
such date.



                                       76
<PAGE>   80

         Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely conclusively on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

         SECTION 13.11. Reliance on Judicial Order or Certificate of Liquidating
Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

         SECTION 13.12. Trustee Not Fiduciary for Holders of Senior Debt.

         The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not
be liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise. With respect to the holders of
Senior Debt, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Debt shall be
read into this Indenture against the Trustee.

         SECTION 13.13. Rights of Trustee as Holder of Senior Debt; Preservation
of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.7.

         SECTION 13.14. Article Applicable to Paying Agents.


                                       77
<PAGE>   81

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

         SECTION 13.15. Certain Conversions or Exchanges Deemed Payment.

         For the purposes of this Article only, (a) the issuance and delivery of
junior securities upon conversion or exchange of Securities shall not be deemed
to constitute a payment or distribution on account of the principal of (or
premium, if any) or interest (including any Additional Interest) on Securities
or on account of the purchase or other acquisition of Securities, and (b) the
payment, issuance or delivery of cash, property or securities (other than junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security. For the
purposes of this Section, the term "junior securities" means (i) shares of any
stock of any class of the Company and (ii) securities of the Company which are
subordinated in right of payment to all Senior Debt which may be outstanding at
the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article.

         SECTION 13.16. Trust Moneys Not Subordinated.

         Notwithstanding anything contained herein to the contrary, payments
from money held in trust under Article IV by the Trustee for the payment of
principal of, premium, if any, and interest on the Securities shall not be
subordinated to the prior payment of any Senior Debt of the Company or subject
to the restrictions set forth in this Article XIII and none of the Holders shall
be obligated to pay over any such amount to the Company or any holder of Senior
Debt of the Company or any other creditor of the Company.

         [The remainder of this page left blank intentionally; The signature
page follows.]


                                       78
<PAGE>   82

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.


                           COMERICA INCORPORATED,


                           By:
                           -----------------------------------
                           Name:
                                Title:


                           CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
                           ----------------------------------------------------,
                              as Trustee


                           By:
                           -----------------------------------
                           Name:
                                  Title:



                                       79
<PAGE>   83





                                                                         Annex A


<PAGE>   84
================================================================================





                    AMENDED AND RESTATED DECLARATION OF TRUST


                                   Dated as of


                              __________ ___, 2001


                                  By and Among


                             COMERICA INCORPORATED,
                                   as Sponsor


                                RONALD D. MARKS,
                            as Administrative Trustee


                               __________________,
                            as Administrative Trustee


                               __________________,
                            as Administrative Trustee


              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
                               as Property Trustee


                                       And


                CHASE MANHATTAN BANK USA, National Association,
                               as Delaware Trustee



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


<PAGE>   85


                             CROSS REFERENCE TABLE(1)

Section of Trust
Indenture Act of                                                      Section of
1939, as amended                                                       Agreement

310(a).......................................................................6.3
310(b)............................................................6.3(c); 6.3(d)
310(c)..............................................................Inapplicable
311(a)....................................................................2.2(b)
311(b)....................................................................2.2(b)
311(c)..............................................................Inapplicable
312(a)....................................................................2.2(a)
312(b)....................................................................2.2(b)
312(c)..............................................................Inapplicable
313(a).......................................................................2.3
313(b).......................................................................2.3
313(c).......................................................................2.3
313(d).......................................................................2.3
314(a).......................................................................2.4
314(b)..............................................................Inapplicable
314(c).......................................................................2.5
314(d)..............................................................Inapplicable
314(e).......................................................................2.5
314(f)..............................................................Inapplicable
315(a)...........................................................3.9(b); 3.10(a)
315(b)....................................................................2.7(a)
315(c)....................................................................3.9(a)
315(d)....................................................................3.9(b)
316(a).......................................................2.6; 7.5(b); 7.6(c)
316(b)..............................................................Inapplicable
316(c)..............................................................Inapplicable
317(a)......................................................................3.16
317(b)..............................................................Inapplicable
318(a)....................................................................2.1(c)


--------------
(1)  This Cross-Reference Table does not constitute part of the Agreement and
     shall not have any bearing upon the interpretation of any of its terms or
     provisions.


<PAGE>   86
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                    PAGE

<S>                                                                              <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS..............................................1

     SECTION 1.1.   Interpretation and Definitions....................................1
          Administrative Trustee......................................................2
          Affiliate...................................................................2
          Authorized Officer..........................................................2
          Beneficial Owners...........................................................2
          Business Day................................................................2
          Business Trust Act..........................................................2
          Capital Security............................................................2
          Capital Security Certificate................................................2
          Certificate.................................................................2
          Certificate of Trust........................................................3
          Closing Date................................................................3
          Code........................................................................3
          Commission..................................................................3
          Common Securities Holder....................................................3
          Common Security.............................................................3
          Common Security Certificate.................................................3
          Corporate Trust Office......................................................3
          Covered Person..............................................................3
          Debenture Issuer............................................................3
          Debenture Issuer Indemnified Person.........................................3
          Debenture Trustee...........................................................3
          Debentures..................................................................3
          Delaware Trustee............................................................4
          Depositary..................................................................4
          Depositary Participant......................................................4
          Direct Action...............................................................4
          Distribution................................................................4
          Exchange Act................................................................4
          Federal Reserve.............................................................4
          Fiduciary Indemnified Person................................................4
          Fiscal Year.................................................................4
          Global Security.............................................................4
          Guarantee...................................................................4
          Holder......................................................................4
          Indemnified Person..........................................................4
          Indenture...................................................................4
          Indenture Event of Default..................................................4
          Investment Company..........................................................4
</TABLE>



                                       i
<PAGE>   87

<TABLE>

<S>                                                                                <C>
          Investment Company Act......................................................4
          Investment Company Event....................................................5
          Legal Action................................................................5
          List of Holders.............................................................5
          Majority in Liquidation Amount..............................................5
          New York Stock Exchange.....................................................5
          Officers' Certificate.......................................................5
          Paying Agent................................................................6
          Payment Amount..............................................................6
          Person......................................................................6
          Property Account............................................................6
          Property Trustee............................................................6
          Pro Rata....................................................................6
          Quorum......................................................................6
          Redemption/Distribution Notice..............................................6
          Redemption Price............................................................6
          Regulatory Capital Event....................................................6
          Related Party...............................................................6
          Responsible Officer.........................................................7
          Securities..................................................................7
          Securities Act..............................................................7
          Special Event...............................................................7
          Sponsor.....................................................................7
          Successor Delaware Trustee..................................................7
          Successor Entity............................................................7
          Successor Property Trustee..................................................7
          Successor Security..........................................................7
          Super Majority..............................................................7
          Tax Event...................................................................7
          10% in Liquidation Amount...................................................7
          Treasury Regulations........................................................8
          Trust.......................................................................8
          Trust Enforcement Event.....................................................8
          Trust Indenture Act.........................................................8
          Trustee\ or \Trustees.......................................................8
          UCC.........................................................................8

ARTICLE 2 TRUST INDENTURE ACT.........................................................8

    SECTION 2.1.   Trust Indenture Act; Application...................................8
    SECTION 2.2.   Lists of Holders of Securities.....................................9
    SECTION 2.3.   Reports by the Property Trustee....................................9
    SECTION 2.4.   Periodic Reports to the Property Trustee...........................9
    SECTION 2.5.   Evidence of Compliance with Conditions Precedent...................9
    SECTION 2.6.   Trust Enforcement Events; Waiver..................................10
    SECTION 2.7.   Trust Enforcement Event; Notice...................................11
</TABLE>



                                       ii
<PAGE>   88

<TABLE>

<S>                                                                                <C>
ARTICLE 3 ORGANIZATION...............................................................12

    SECTION 3.1.   Name and Organization.............................................12
    SECTION 3.2.   Office............................................................12
    SECTION 3.3.   Purpose...........................................................12
    SECTION 3.4.   Authority.........................................................12
    SECTION 3.5.   Title to Property of the Trust....................................13
    SECTION 3.6.   Powers and Duties of the Administrative Trustees..................13
    SECTION 3.7.   Prohibition of Actions by the Trust and the Trustees..............15
    SECTION 3.8.   Powers and Duties of the Property Trustee.........................16
    SECTION 3.9.   Certain Duties and Responsibilities of the Property Trustee.......18
    SECTION 3.10.  Certain Rights of Property Trustee................................20
    SECTION 3.11.  Delaware Trustee..................................................23
    SECTION 3.12.  Execution of Documents............................................23
    SECTION 3.13.  Not Responsible for Recitals or Issuance of Securities............23
    SECTION 3.14.  Duration of Trust.................................................23
    SECTION 3.15.  Mergers...........................................................23
    SECTION 3.16.  Property Trustee May File Proofs of Claim.........................25

ARTICLE 4 SPONSOR....................................................................26

    SECTION 4.1.   Responsibilities of the Sponsor...................................26
    SECTION 4.2.   Indemnification and Fees and Expenses of the Trustees.............26
    SECTION 4.3.   Compensation of the Trustees......................................27

ARTICLE 5 TRUST COMMON SECURITIES HOLDER.............................................27

    SECTION 5.1.   Debenture Issuer's Receipt of Common Securities...................27
    SECTION 5.2.   Covenants of the Common Securities Holder.........................27

ARTICLE 6 TRUSTEES...................................................................27

    SECTION 6.1.   Number of Trustees................................................27
    SECTION 6.2.   Delaware Trustee; Eligibility.....................................28
    SECTION 6.3.   Property Trustee; Eligibility.....................................28
    SECTION 6.4.   Qualifications of Administrative Trustees and Delaware Trustee
                   Generally.........................................................29
    SECTION 6.5.   Initial Administrative Trustees...................................29
    SECTION 6.6.   Appointment, Removal and Resignation of Trustees..................29
    SECTION 6.7.   Vacancies among Trustees..........................................31
    SECTION 6.8.   Effect of Vacancies...............................................31
    SECTION 6.9.   Meetings..........................................................31
    SECTION 6.10.  Delegation of Power...............................................32
    SECTION 6.11.  Merger, Conversion, Consolidation or Succession to Business.......32

ARTICLE 7 TERMS OF SECURITIES........................................................32
</TABLE>



                                       iii
<PAGE>   89
<TABLE>

<S>                                                                                <C>
    SECTION 7.1.   General Provisions Regarding Securities...........................32
    SECTION 7.2.   Distributions.....................................................34
    SECTION 7.3.   Redemption of Securities..........................................36
    SECTION 7.4.   Redemption Procedures.............................................36
    SECTION 7.5.   Voting Rights of Capital Securities...............................37
    SECTION 7.6.   Voting Rights of Common Securities................................39
    SECTION 7.7.   Paying Agent......................................................41
    SECTION 7.8.   Listing...........................................................41
    SECTION 7.9.   Transfer of Securities............................................41
    SECTION 7.10.  Mutilated, Destroyed, Lost or Stolen Certificates.................42
    SECTION 7.11.  Deemed Security Holders...........................................42
    SECTION 7.12.  Global Securities.................................................42

ARTICLE 8 DISSOLUTION AND TERMINATION OF TRUST.......................................45

    SECTION 8.1.   Dissolution and Termination of Trust..............................45
    SECTION 8.2.   Liquidation Distribution Upon Dissolution of the Trust............46

ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE
    TRUSTEES OR OTHERS...............................................................46

    SECTION 9.1.   Liability.........................................................47
    SECTION 9.2.   Exculpation.......................................................47
    SECTION 9.3.   Fiduciary Duty....................................................47
    SECTION 9.4.   Indemnification...................................................48
    SECTION 9.5.   Outside Businesses................................................51

ARTICLE 10 ACCOUNTING................................................................52

    SECTION 10.1.  Fiscal Year.......................................................52
    SECTION 10.2.  Certain Accounting Matters........................................52
    SECTION 10.3.  Banking...........................................................52
    SECTION 10.4.  Withholding.......................................................53

ARTICLE 11 AMENDMENTS AND MEETINGS...................................................53

    SECTION 11.1.  Amendments........................................................53
    SECTION 11.2.  Meetings of the Holders of Securities; Action by Written Consent..55

ARTICLE 12 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE..................57

    SECTION 12.1.  Representations and Warranties of the Property Trustee............57
    SECTION 12.2.  Representations and Warranties of the Delaware Trustee............57

ARTICLE 13 MISCELLANEOUS.............................................................58
</TABLE>


                                       iv
<PAGE>   90

<TABLE>

<S>                                                                                <C>
    SECTION 13.1.  Notices...........................................................58
    SECTION 13.2.  Governing Law.....................................................59
    SECTION 13.3.  Intention of the Parties..........................................59
    SECTION 13.4.  Headings..........................................................59
    SECTION 13.5.  Successors and Assigns............................................59
    SECTION 13.6.  Partial Enforceability............................................60
    SECTION 13.7.  Counterparts......................................................60
</TABLE>

EXHIBITS

Exhibit A    Form of Capital Security Certificate
Exhibit B    Form of Common Security Certificate





                                       v
<PAGE>   91
                    AMENDED AND RESTATED DECLARATION OF TRUST

                  This AMENDED AND RESTATED DECLARATION OF TRUST (this
"Declaration"), dated as of _______________, is entered into by and among
COMERICA INCORPORATED, a Delaware corporation, as sponsor (the "Sponsor"),
Ronald D. Marks, __________________, and __________________, as the initial
administrative trustees (collectively, the "Administrative Trustees"), CHASE
MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association,
as the initial property trustee (the "Property Trustee") and CHASE MANHATTAN
BANK USA, NATIONAL ASSOCIATION, a national banking association, as the initial
Delaware trustee (the "Delaware Trustee" and, together with the Administrative
Trustees and the Property Trustee, the "Trustees"), and the holders, from time
to time, of undivided beneficial ownership interests in the assets of Trust to
be issued pursuant to this Declaration.

                                    RECITALS

                  WHEREAS, the Trustees and the Sponsor established Comerica
Capital Trust I (the "Trust"), a business trust under the Business Trust Act (as
defined, together with other capitalized terms, herein) pursuant to a
Declaration of Trust dated as of ___________ (the "Original Declaration"), and a
Certificate of Trust (the "Certificate of Trust") filed with the Secretary of
State of the State of Delaware on __________;

                  WHEREAS, the sole purpose of the Trust shall be to issue
certain securities representing undivided beneficial ownership interests in the
assets of the Trust, in exchange for the Debentures issued by the Debenture
Issuer and to engage in only those activities necessary or incidental thereto;
and

                  WHEREAS, the parties hereto, by this Declaration, amend and
restate each and every term and provision of the Original Declaration;

                  NOW, THEREFORE, it being the intention of the parties hereto
to continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees hereby declare that all assets contributed to the Trust be held in
trust for the benefit of the Holders of the Securities representing undivided
beneficial ownership interests in the assets of the Trust issued hereunder,
subject to the provisions of this Declaration.

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1. Interpretation and Definitions.

                  Unless the context otherwise requires:

                  (a)      capitalized terms used in this Declaration but not
defined in the preamble above



<PAGE>   92

         have the meanings assigned to them in this Section 1.1;

                  (b)      a term defined anywhere in this Declaration has the
         same meaning throughout;

                  (c)      all references to "the Declaration" or "this
         Declaration" are to this Declaration as modified, supplemented or
         amended from time to time;

                  (d)      all references in this Declaration to Articles,
         Sections, Recitals and Exhibits are to Articles and Sections of, or
         Recitals and Exhibits to, this Declaration unless otherwise specified;

                  (e)      unless otherwise defined in this Declaration, a term
         defined in the Trust Indenture Act has the same meaning when used in
         this Declaration;

                  (f)      a reference to the singular includes the plural and
         vice versa and a reference to any masculine form of a term shall
         include the feminine form of a term, as applicable; and

                  (g)      the following terms have the following meanings:

                  "Administrative Trustee" means any Trustee other than the
Property Trustee and the Delaware Trustee.

                  "Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act or any successor rule thereunder.

                  "Authorized Officer" of a Person means any one of the
Chairman, the President, any Vice Chairman, Executive Vice President or any Vice
President.

                  "Beneficial Owners" means, for Capital Securities represented
by a Global Security, the Persons who acquire an interest in the Capital
Securities which is reflected on the records of the Depositary through the
Depositary Participants.

                  "Business Day" means any day other than (i) a Saturday or
Sunday, (ii) a day on which banking institutions in the Borough of Manhattan,
The City of New York are authorized or required by law or executive order to
remain closed or (iii) a day on which the Corporate Trust Office of the Trustee,
or the principal office of the Property Trustee, is closed for business.

                  "Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time
to time, or any successor legislation.

                  "Capital Security" has the meaning specified in Section 7.1.

                  "Capital Security Certificate" means a definitive certificate
in fully registered form representing a Capital Security, substantially in the
form of Exhibit A.

                  "Certificate" means a Common Security Certificate or a Capital
Security


                                       2
<PAGE>   93
Certificate.

                  "Certificate of Trust" has the meaning specified in the
Recitals hereto.

                  "Closing Date" means the date on which the Capital Securities
and Common Securities are first issued.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation. A reference to a specific
section of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date of
this Declaration, as such specific section or corresponding provision is in
effect on the date of application of the provisions of this Declaration
containing such reference.

                  "Commission" means the Securities and Exchange Commission or
any successor thereto.

                  "Common Securities Holder" means Comerica Incorporated, or any
successor thereto, in its capacity as purchaser and holder of all of the Common
Securities issued by the Trust.

                  "Common Security" has the meaning specified in Section 7.1

                  "Common Security Certificate" means a definitive certificate
in fully registered form representing a Common Security, substantially in the
form of Exhibit B hereto.

                  "Corporate Trust Office" means the principal office of the
Property Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of execution of this Declaration
is located at 250 West Huron Road, Suite 220, Cleveland, Ohio 44113.

                  "Covered Person" means (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder.

                  "Debenture Issuer" means Comerica Incorporated, or any
successor thereto under the Indenture, in its capacity as issuer of the
Debentures under the Indenture.

                  "Debenture Issuer Indemnified Person" means (a) any
Administrative Trustee; (b) any Affiliate of any Administrative Trustee; (c) any
officers, directors, shareholders, members, partners, employees, representatives
or agents of any Administrative Trustee or any Affiliate thereof; or (d) any
officer, employee or agent of the Trust or its Affiliates.

                  "Debenture Trustee" means Chase Manhattan Trust Company,
National Association, in its capacity as trustee under the Indenture until a
successor is appointed thereunder, and thereafter means such successor trustee.

                  "Debentures" means the series of debentures to be issued by
the Debenture Issuer under the Indenture and held by the Property Trustee.


                                       3
<PAGE>   94

                  "Delaware Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.2.

                  "Depositary" means, with respect to Securities issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities.

                  "Depositary Participant" means a member of, or participant in,
the Depositary.

                  "Direct Action" has the meaning specified in Section 3.8(e).

                  "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 7.2.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.

                  "Federal Reserve" means the Board of Governors of the Federal
Reserve System, or any successor thereto.

                  "Fiduciary Indemnified Person" has the meaning set forth in
Section 9.4(b).

                  "Fiscal Year" has the meaning specified in Section 10.1.

                  "Global Security" means a fully registered, global Capital
Security Certificate.

                  "Guarantee" means the Guarantee Agreement, dated the date
hereof, of the Sponsor in respect of the Securities.

                  "Holder" means any holder of Securities, as registered on the
books and records of the Trust, such person being a beneficial owner of the
Trust within the meaning of the Business Trust Act.

                  "Indemnified Person" means a Debenture Issuer Indemnified
Person or a Fiduciary Indemnified Person.

                  "Indenture" means the Indenture, dated as of the date hereof,
between the Debenture Issuer and Chase Manhattan Trust Company, National
Association, as Trustee, pursuant to which the Debentures are to be issued.

                  "Indenture Event of Default" has the meaning given to the term
"Event of Default" in the Indenture.

                  "Investment Company" means an investment company as defined in
the Investment Company Act and the regulations promulgated thereunder.

                  "Investment Company Act" means the Investment Company Act of
1940, as amended from time to time, or any successor legislation.



                                       4
<PAGE>   95

                  "Investment Company Event" means the receipt by the Trust of
an opinion of a nationally recognized independent counsel, to the effect that,
as a result of the occurrence of a change in law or regulation or a written
change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority (a "Change in 1940 Act
Law"), there is more than an insubstantial risk that the Trust is or will be
considered an "investment company" that is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the Closing Date.

                  "Legal Action" has the meaning specified in Section 3.6(g).

                  "List of Holders" has the meaning specified in Section 2.2(a).

                  "Majority in Liquidation Amount" means, except as provided in
the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Capital Securities or Holders of outstanding
Common Securities, voting separately as a class, who are the record owners of
more than 50% of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.

                  "New York Stock Exchange" means the New York Stock Exchange,
Inc. or any successor thereto.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed on behalf of such Person by two Authorized Officers of such
Person. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Declaration shall include:

                           (i)   a statement that each officer signing the
                  Officers' Certificate has read the covenant or condition and
                  the definitions relating thereto;

                           (ii)  a brief statement of the nature and scope of
                  the examination or investigation undertaken by each officer on
                  behalf of such Person in rendering the Officers' Certificate;

                           (iii) a statement that each such officer has made
                  such examination or investigation as, in such officer's
                  opinion, is necessary to enable such officer on behalf of such
                  Person to express an informed opinion as to whether or not
                  such covenant or condition has been complied with; and

                           (iv)  a statement as to whether, in the opinion of
                  each such officer acting on behalf of such Person, such
                  condition or covenant has been complied with; provided, that
                  the term "Officers' Certificate", when used with reference to
                  Administrative Trustees who are natural persons shall mean a
                  certificate signed by two or more of the Administrative
                  Trustees which otherwise satisfies the


                                       5
<PAGE>   96

                  foregoing requirements.

                  "Paying Agent" has the meaning specified in Section 3.8(h).

                  "Payment Amount" has the meaning specified in Section 7.2(c).

                  "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

                  "Property Account" has the meaning specified in Section
3.8(c).

                  "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.3.

                  "Pro Rata" means pro rata to each Holder of Securities
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding.

                  "Quorum" means a majority of the Administrative Trustees or,
if there are only two Administrative Trustees, both of them.

                  "Redemption/Distribution Notice" has the meaning specified in
Section 7.4(a).

                  "Redemption Price" means the amount for which the Securities
will be redeemed, which amount will equal (i) the redemption price paid by the
Debenture Issuer to repay or redeem, in whole or in part, the Debentures held by
the Trust which shall include accumulated and unpaid Distributions on such
Securities through the date of their redemption or (ii) such lesser amount as
will be received by the Trust in respect of the Debentures so repaid or
redeemed.

                  "Regulatory Capital Event" means the receipt by the Trust of
an opinion of independent bank regulatory counsel experienced in such matters to
the effect that, as a result of (a) any amendment to or change (including any
announced prospective change) in the laws (or any regulations thereunder) of the
United States or any rules, guidelines or policies of the Federal Reserve or (b)
any official administrative pronouncement or judicial decision for interpreting
or applying such laws or regulations, which amendment or change is effective or
which pronouncement or decision is announced on or after the date of original
issuance of the Capital Securities, the Capital Securities do not constitute, or
within 90 days of the date thereof will not constitute, Tier 1 capital (or its
then equivalent); provided, however, that the distribution of the Securities in
connection with the liquidation of the Trust by the Debenture Issuer shall not
in and of itself constitute a Regulatory Capital Event unless such liquidation
shall have occurred in connection with a Tax Event or an Investment Company
Event.

                  "Related Party" means, with respect to the Sponsor, any direct
or indirect wholly



                                       6
<PAGE>   97

owned subsidiary of the Sponsor or any Person that owns, directly or indirectly,
100% of the outstanding voting securities of the Sponsor.

                  "Responsible Officer" means, with respect to the Property
Trustee, any officer with direct responsibility for the administration of this
Declaration and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

                  "Securities" means the Common Securities and the Capital
Securities.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.

                  "Special Event" means a Tax Event, a Regulatory Capital Event
or an Investment Company Event.

                  "Sponsor" means Comerica Incorporated, a Delaware corporation,
or any successor entity in a merger, consolidation, amalgamation or replacement
by or conveyance, transfer or lease of its properties substantially as an
entirety, in its capacity as sponsor of the Trust.

                  "Successor Delaware Trustee" has the meaning specified in
Section 6.6(b).

                  "Successor Entity" has the meaning specified in Section
3.15(b)(i).

                  "Successor Property Trustee" has the meaning specified in
Section 6.6(b).

                  "Successor Securities" has the meaning specified in Section
3.15(b)(i)b.

                  "Super Majority" has the meaning specified in Section
2.6(a)(ii).

                  "Tax Event" means the receipt by the Trust of an opinion of
independent tax counsel experienced in such matters, to the effect that, as a
result of (a) any amendment to, change in or announced proposed change in the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or (b) any official
administrative pronouncement, action or judicial decision interpreting or
applying such laws or regulations, which amendment or change becomes effective
or which proposed change, pronouncement, action or decision is announced on or
after the Closing Date, there is more than an insubstantial risk that (i) the
Trust is, or will be within 90 days of the date of such opinion, subject to the
United States federal income tax with respect to income received or accrued on
the Debentures, (ii) interest payable by the Debenture Issuer on the Debentures
is not, or within 90 days of the date of such opinion will not be, deductible,
in whole or in part, by the Debenture Issuer for United States federal income
tax purposes, or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimus amount of other taxes, duties or
other governmental charges.

                  "10% in Liquidation Amount" means, except as provided in the
terms of the


                                       7
<PAGE>   98

Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding
Securities, voting together as a single class, or, as the context may require,
Holders of outstanding Capital Securities or Holders of outstanding Common
Securities, voting separately as a class, who are the record owners of 10% or
more of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.

                  "Treasury Regulations" means the income tax regulations,
including temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

                  "Trust" has the meaning specified in the Recitals.

                  "Trust Enforcement Event" in respect of the Securities means
an Indenture Event of Default has occurred and is continuing in respect of the
Debentures.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended from time to time, or any successor legislation.

                  "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue as a trustee in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

                  "UCC" means the Uniform Commercial Code.

                                   ARTICLE 2

                               TRUST INDENTURE ACT

         SECTION 2.1. Trust Indenture Act; Application.

                  (a)      This Declaration is subject to the provisions of the
Trust Indenture Act that are required to be part of this Declaration and shall,
to the extent applicable, be governed by such provisions.

                  (b)      The Property Trustee shall be the only Trustee which
is a Trustee for the purposes of the Trust Indenture Act.

                  (c)      If and to the extent that any provision of this
Declaration conflicts with the duties imposed by Sections 310 to 317, inclusive,
of the Trust Indenture Act, such imposed duties shall control.

                  (d)      The application of the Trust Indenture Act to this
Declaration shall not affect the


                                       8
<PAGE>   99

Trust's classification as a grantor trust for United States federal income tax
purposes.

         SECTION 2.2. Lists of Holders of Securities.

                  (a)      Each of the Sponsor and the Administrative Trustees
on behalf of the Trust shall provide the Property Trustee (i), except while the
Capital Securities are represented by one or more Global Securities, at least
five Business Days prior to the date for payment of Distributions, a list, in
such form as the Property Trustee may reasonably require, of the names and
addresses of the Holders of the Securities ("List of Holders") as of the record
date relating to the payment of such Distributions, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request from the Property
Trustee for a List of Holders, as of a date no more than 15 days before such
List of Holders is given to the Property Trustee; provided that neither the
Sponsor nor the Administrative Trustees on behalf of the Trust shall be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Property Trustee by
the Sponsor and the Administrative Trustees on behalf of the Trust. The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity), provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

                  (b)      The Property Trustee shall comply with its
obligations under, and shall be entitled to the benefits of, Sections 311(a),
311(b) and 312(b) of the Trust Indenture Act.

         SECTION 2.3. Reports by the Property Trustee.

                  Within 60 days after May 15 of each year (commencing with the
year of the first anniversary of the issuance of the Capital Securities), the
Property Trustee shall provide to the Holders of the Capital Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Property Trustee shall also comply with the requirements of Section 313(d)
of the Trust Indenture Act.

         SECTION 2.4. Periodic Reports to the Property Trustee.

                  Each of the Sponsor and the Administrative Trustees on behalf
of the Trust shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, but in no event later than 120 days after the end of each
calendar year.

         SECTION 2.5. Evidence of Compliance with Conditions Precedent.

                  Each of the Sponsor and the Administrative Trustees on behalf
of the Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to


                                       9
<PAGE>   100

Section 314(c)(1) may be given in the form of an Officers' Certificate.

         SECTION 2.6. Trust Enforcement Events; Waiver.

                  (a)     The Holders of a Majority in Liquidation Amount of the
Capital Securities may, by vote or written consent, on behalf of the Holders of
all of the Capital Securities, waive any past Trust Enforcement Event in respect
of the Capital Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

                          (i)   is not waivable under the Indenture, the Trust
                  Enforcement Event under the Declaration shall also not be
                  waivable; or

                          (ii)  requires the consent or vote of the Holders of
                  greater than a majority in principal amount of the Debentures
                  (a "Super Majority") to be waived under the Indenture, the
                  related Trust Enforcement Event under the Declaration may only
                  be waived by the vote or written consent of the Holders of at
                  least the proportion in liquidation amount of the Capital
                  Securities that the relevant Super Majority represents of the
                  aggregate principal amount of the Debentures outstanding.

                  The foregoing provisions of this Section 2.6(a) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act. Upon
such waiver, any such default shall cease to exist, and any Trust Enforcement
Event with respect to the Capital Securities arising therefrom shall be deemed
to have been cured, for every purpose of this Declaration and the Capital
Securities, but no such waiver shall extend to any subsequent or other Trust
Enforcement Event with respect to the Capital Securities or impair any right
consequent thereon. Any waiver by the Holders of the Capital Securities of a
Trust Enforcement Event with respect to the Capital Securities shall also be
deemed to constitute a waiver by the Holders of the Common Securities of any
such Trust Enforcement Event with respect to the Common Securities for all
purposes of this Declaration without any further act, vote, or consent of the
Holders of the Common Securities.

                  (b)     The Holders of a Majority in Liquidation Amount of the
Common Securities may, by vote or written consent, on behalf of the Holders of
all of the Common Securities, waive any past Trust Enforcement Event in respect
of the Common Securities and its consequences, provided that, if the underlying
Indenture Event of Default:

                          (i)  is not waivable under the Indenture, except where
                  the Holders of the Common Securities are deemed to have waived
                  such Trust Enforcement Event under the Declaration as provided
                  below in this Section 2.6(b), the Trust Enforcement Event
                  under the Declaration shall also not be waivable; or

                          (ii) requires the consent or vote of a Super Majority
                  to be waived under the Indenture, except where the Holders of
                  the Common Securities are deemed to have waived such Trust
                  Enforcement Event under the Declaration as provided below in
                  this Section 2.6(b), the Trust Enforcement Event under the
                  Declaration


                                       10
<PAGE>   101

                  may only be waived by the vote or written consent of the
                  Holders of at least the proportion in liquidation amount of
                  the Common Securities that the relevant Super Majority
                  represents of the aggregate principal amount of the Debentures
                  outstanding;

                  provided further, each Holder of Common Securities will be
                  deemed to have waived any Trust Enforcement Event and all
                  Trust Enforcement Events with respect to the Common Securities
                  and the consequences thereof until all Trust Enforcement
                  Events with respect to the Capital Securities have been cured,
                  waived or otherwise eliminated, and until such Trust
                  Enforcement Events with respect to the Capital Securities have
                  been so cured, waived or otherwise eliminated, the Property
                  Trustee will be deemed to be acting solely on behalf of the
                  Holders of the Capital Securities and only the Holders of the
                  Capital Securities will have the right to direct the Property
                  Trustee in accordance with the terms of the Securities. The
                  foregoing provisions of this Section 2.6(b) shall be in lieu
                  of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
                  Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B)
                  of the Trust Indenture Act are hereby expressly excluded from
                  this Declaration and the Securities, as permitted by the Trust
                  Indenture Act. Subject to the foregoing provisions of this
                  Section 2.6(b), upon such cure, waiver or other elimination,
                  any such default shall cease to exist and any Trust
                  Enforcement Event with respect to the Common Securities
                  arising therefrom shall be deemed to have been cured for every
                  purpose of this Declaration, but no such waiver shall extend
                  to any subsequent or other Trust Enforcement Event with
                  respect to the Common Securities or impair any right
                  consequent thereon.

                  (c) A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Capital Securities constitutes a
waiver of the corresponding Trust Enforcement Event with respect to the Capital
Securities under this Declaration. The foregoing provisions of this Section
2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act.

         SECTION 2.7. Trust Enforcement Event; Notice.

                  (a) The Property Trustee shall, within 90 days after the
occurrence of a Trust Enforcement Event actually known to a Responsible Officer
of the Property Trustee, transmit by mail, first class postage prepaid, to the
Holders of the Securities, notices of all such defaults with respect to the
Securities, unless such defaults have been cured before the giving of such
notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be an Indenture Event of Default, not including any periods of grace
provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures, the Property Trustee
shall be protected fully in withholding such notice if and so long as a
Responsible Officer of the Property Trustee in good faith determines that the
withholding of such



                                       11
<PAGE>   102

notice is in the interests of the Holders of the Securities.

                  (b)      The Property Trustee shall not be deemed to have
knowledge of any default except:

                           (i)  a default under Sections 5.1(1) and 5.1(2) of
                  the Indenture; or

                           (ii) any default as to which the Property Trustee
                  shall have received written notice or of which a Responsible
                  Officer of the Property Trustee charged with the
                  administration of this Declaration shall have actual
                  knowledge.

                                   ARTICLE 3

                                  ORGANIZATION

         SECTION 3.1. Name and Organization.

         The Trust hereby continued is named "Comerica Capital Trust I" as such
name may be modified from time to time by the Administrative Trustees following
written notice to the Holders of Securities, the Property Trustee and the
Delaware Trustee. The Trust's activities may be conducted under the name of the
Trust or any other name deemed advisable by the Administrative Trustees.

         SECTION 3.2. Office.

         The address of the principal office of the Trust is c/o Comerica
Incorporated, Comerica Tower at Detroit Center, Detroit, Michigan 48226. On 10
Business Days' written notice to the Holders of Securities, each of the Property
Trustee, the Delaware Trustee and the Administrative Trustees may designate
another principal office.

         SECTION 3.3. Purpose.

         The exclusive purposes and functions of the Trust are (a) to issue
Securities in exchange for the Debentures, and (b) except as otherwise limited
herein, to engage in only those other activities necessary or incidental
thereto. The Trust shall not borrow money, issue debt or reinvest proceeds
derived from investments, pledge any of its assets or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust to be
classified as an association or publicly traded partnership taxable as a
corporation for United States federal income tax purposes.

         By the acceptance of this Trust, the Trustees, the Sponsor, the Holders
of the Capital Securities and Common Securities and the Beneficial Owners
will agree to treat the Trust as a grantor trust for United States federal
income tax purposes and not to take any position which is contrary to such
classification.

         SECTION 3.4. Authority of Administrative Trustees.


                                       12
<PAGE>   103

                  (a) Subject to the limitations provided in this Declaration
and to the specific duties of the Property Trustee, the Administrative Trustees
shall have exclusive authority to carry out the purposes of the Trust. An action
taken by the Administrative Trustees in accordance with their powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

                  (b) Except as expressly set forth in this Declaration and
except if a meeting of the Administrative Trustees is called with respect to any
matter over which the Administrative Trustees have power to act, any power of
the Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

                  (c) Except as otherwise required by the Business Trust Act or
applicable law, any Administrative Trustee is authorized to execute on behalf of
the Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6.

                  (d) An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6; provided that such person is a United States Person as
defined in Section 7701(a)(30) of the Code.

         SECTION 3.5. Title to Property of the Trust.

         Except as provided in Section 3.8 with respect to the Debentures and
the Property Account or as otherwise provided in this Declaration, legal title
to all assets of the Trust shall be vested in the Trust. The Holders shall not
have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial ownership interest in the assets of the Trust.

         SECTION 3.6. Powers and Duties of the Administrative Trustees.

         The Administrative Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

                  (a) to establish the terms and form of the Capital Securities
and the Common Securities in the manner specified in Section 7.1 and issue the
Capital Securities and the Common Securities in exchange for the Debentures in
accordance with this Declaration; provided, however, that the Trust may issue no
more than one series of Capital Securities and no more than one series of Common
Securities, and, provided further, that there shall be no interests in the Trust
other than the Securities, and the issuance of Securities shall be limited to a
simultaneous issuance of both Capital Securities and Common Securities on one
or more Closing Dates;


                                       13
<PAGE>   104

                  (b) in connection with the issuance of the Capital Securities,
at the direction of the Sponsor, to execute and file any documents prepared by
the Sponsor, or take any acts as determined by the Sponsor to be necessary, in
order to qualify or register all or part of the Capital Securities in any State
in which the Sponsor has determined to qualify or register such Capital
Securities for sale;

                  (c) to acquire the Debentures in exchange for the issuance of
the Capital Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders of the
Capital Securities and the Holders of the Common Securities;

                  (d) to give the Sponsor and the Property Trustee prompt
written notice of the occurrence of a Special Event; provided that the
Administrative Trustees shall consult with the Sponsor and the Property Trustee
before taking or refraining from taking any action in relation to any such
Special Event;

                  (e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Capital Securities and Holders of Common Securities as
to such actions and applicable record dates;

                  (f) to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of this
Declaration and the Securities;

                  (g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless, pursuant to Section 3.8(e), the Property Trustee
has the exclusive power to bring such Legal Action;

                  (h) to employ or otherwise engage employees and agents (who
may be designated as officers with titles) and managers, contractors, advisors
and consultants to conduct only those services that the Administrative Trustees
have authority to conduct directly, and to pay reasonable compensation for such
services, provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code;

                  (i) to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

                  (j) to give the certificate required by Section 314(a)(4) of
the Trust Indenture Act to the Property Trustee, which certificate may be
executed by any Administrative Trustee;

                  (k) to incur expenses that are necessary or incidental to
carry out any of the purposes of the Trust;

                  (l) to act as, or appoint another Person to act as, registrar
and transfer agent for the Securities;


                                       14
<PAGE>   105

                  (m)     to give prompt written notice to the Holders of the
Securities of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Debentures as authorized by the Indenture;

                  (n)     to take all action that may be necessary or
appropriate for the preservation and the continuation of the Trust's valid
existence, rights, franchises and privileges as a statutory business trust under
the laws of the State of Delaware and of each other jurisdiction in which such
existence is necessary to protect the limited liability of the Holders of the
Capital Securities and the Holders of the Common Securities or to enable the
Trust to effect the purposes for which the Trust was created;

                  (o)     to take any action, not inconsistent with applicable
law, that the Administrative Trustees determine in their discretion to be
necessary or desirable in carrying out the purposes and functions of the Trust
as set out in Section 3.3 or the activities of the Trust as set out in this
Section 3.6, including, but not limited to:

                          (i)   causing the Trust not to be deemed to be an
                  Investment Company required to be registered under the
                  Investment Company Act;

                          (ii)  causing the Trust to be classified as a grantor
                  trust for United States federal income tax purposes; and

                          (iii) cooperating with the Debenture Issuer to ensure
                  that the Debentures will be treated as indebtedness of the
                  Debenture Issuer for United States federal income tax
                  purposes.

                  (p)     to take all action necessary to cause all applicable
tax returns and tax information reports that are required to be filed with
respect to the Trust to be duly prepared and filed by the Administrative
Trustees, on behalf of the Trust; and

                  (q)     to execute and deliver all documents or instruments,
perform all duties and powers, and do all things for and on behalf of the Trust
in all matters necessary or incidental to the foregoing.

         The Administrative Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall have no
power to, and shall not, take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

         Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

         Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

         SECTION 3.7. Prohibition of Actions by the Trust and the Trustees.


                                       15
<PAGE>   106

         (a)      The Trust shall not, and none of the Trustees (including the
Property Trustee) shall cause the Trust to, engage in any activity other than as
required or authorized by this Declaration. In particular, the Trust shall not
and none of the Trustees (including the Property Trustee) shall cause the Trust
to:

                           (i)    invest any proceeds received by the Trust from
                  holding the Debentures, but shall distribute all such proceeds
                  to Holders of Securities pursuant to the terms of this
                  Declaration and of the Securities;

                           (ii)   acquire any assets other than as expressly
                  provided herein;

                           (iii)  possess Trust property for other than a Trust
                  purpose;

                           (iv)   make any loans or incur any indebtedness;

                           (v)    possess any power or otherwise act in such a
                  way as to vary the Trust assets;

                           (vi)   possess any power or otherwise act in such a
                  way as to vary the terms of the Securities in any way
                  whatsoever (except to the extent expressly authorized in this
                  Declaration or by the terms of the Securities);

                           (vii)  issue any securities or other evidences of
                  beneficial ownership of, or beneficial interest in, the Trust
                  other than the Securities;

                           (viii) other than as provided in this Declaration or
                  by the terms of the Securities, (A) direct the time, method
                  and place of exercising any trust or power conferred upon the
                  Debenture Trustee with respect to the Debentures, (B) waive
                  any past default that is waivable under the Indenture, (C)
                  exercise any right to rescind or annul any declaration that
                  the principal of all the Debentures shall be due and payable,
                  or (D) consent to any amendment, modification or termination
                  of the Indenture or the Debentures where such consent shall be
                  required unless the Trust shall have received an opinion of
                  counsel to the effect that such modification will not cause
                  more than an insubstantial risk that the Trust will be deemed
                  an Investment Company required to be registered under the
                  Investment Company Act, or the Trust will be classified as
                  other than a grantor trust for United States federal income
                  tax purposes;

                           (ix)   take any action inconsistent with the status
                  of the Trust as a grantor trust for United States federal
                  income tax purposes; or

                           (x)    revoke any action previously authorized or
                  approved by vote of the Holders of the Capital Securities.

         SECTION 3.8. Powers and Duties of the Property Trustee.

                  (a)      The legal title to the Debentures shall be owned by
and held of record in the name


                                       16
<PAGE>   107

of the Property Trustee for the benefit of the Trust and the Holders of the
Securities. The right, title and interest of the Property Trustee to the
Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 6.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

                  (b)      The Property Trustee shall not transfer its right,
title and interest in the Debentures to the Administrative Trustees or to the
Delaware Trustee (if the Property Trustee does not also act as Delaware
Trustee).

                  (c)      The Property Trustee shall:

                           (i)   establish and maintain a segregated
                  non-interest bearing trust account (the "Property Account") in
                  the name of and under the exclusive control of the Property
                  Trustee on behalf of the Holders of the Securities and, upon
                  the receipt of payments of funds made in respect of the
                  Debentures held by the Property Trustee, deposit such funds
                  into the Property Account and make payments to the Holders of
                  the Capital Securities and Holders of the Common Securities
                  from the Property Account in accordance with Section 7.2.
                  Funds in the Property Account shall be held uninvested until
                  disbursed in accordance with this Declaration. The Property
                  Account shall be an account that is maintained with a banking
                  institution the rating on whose long-term unsecured
                  indebtedness is at least equal to the rating assigned to the
                  Capital Securities by a "nationally recognized statistical
                  rating organization", within the meaning of Rule 436(g)(2)
                  under the Securities Act;

                           (ii)  engage in such ministerial activities as shall
                  be necessary or appropriate to effect the redemption of the
                  Capital Securities and the Common Securities to the extent the
                  Debentures are redeemed or mature; and

                           (iii) upon written notice of distribution issued by
                  the Administrative Trustees in accordance with the terms of
                  the Securities, engage in such ministerial activities as so
                  directed and as shall be necessary or appropriate to effect
                  the distribution of the Debentures to Holders of Securities
                  upon the occurrence of a Special Event.

                  (d)      The Property Trustee shall take all actions and
perform such duties as may be specifically required of the Property Trustee
pursuant to the terms of this Declaration and the Securities.

                  (e)      The Property Trustee shall take any Legal Action
which arises out of or in connection with a Trust Enforcement Event of which a
Responsible Officer of the Property Trustee has actual knowledge or the Property
Trustee's duties and obligations under this Declaration or the Trust Indenture
Act; provided, however, that if a Trust Enforcement Event has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay interest, principal or other required payments on the Debentures on the
date such interest,


                                       17
<PAGE>   108

principal or other required payments are otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Capital Securities may
directly institute a proceeding against the Debenture Issuer for enforcement of
payment to such Holder of the principal of or interest on Debentures having a
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such Holder (a "Direct Action") on or after the respective due
date specified in the Debentures. Notwithstanding anything to the contrary in
this Declaration or the Indenture, the Debenture Issuer shall have the right to
set-off any payment it is otherwise required to make under the Indenture in
respect of any Capital Security to the extent the Debenture Issuer has
heretofore made, or is currently on the date of such payment making, a payment
under the Guarantee relating to such Capital Security or under Section 5.8 of
the Indenture.

                  (f)      The Property Trustee shall continue to serve as a
Trustee until either:

                           (i)  the Trust has been completely liquidated and the
                  proceeds of the liquidation distributed to the Holders of
                  Securities pursuant to the terms of the Securities; or

                           (ii) a Successor Property Trustee has been appointed
                  and has accepted that appointment in accordance with Section
                  6.6.

                  (g)      The Property Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Debentures
under the Indenture and, if a Trust Enforcement Event actually known to a
Responsible Officer of the Property Trustee occurs and is continuing, the
Property Trustee shall, for the benefit of Holders of the Securities, enforce
its rights as holder of the Debentures subject to the rights of the Holders
pursuant to the terms of such Securities.

                  (h)      The Property Trustee may authorize one or more
Persons (each, a "Paying Agent") to pay Distributions, redemption payments or
liquidation payments on behalf of the Trust with respect to all Securities and
any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act. Any Paying Agent may be removed by the Property Trustee at any time and a
successor Paying Agent or additional Paying Agents may be appointed at any time
by the Property Trustee.

                  (i)      Subject to this Section 3.8, the Property Trustee
shall have none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 3.6.

         The Property Trustee shall exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee shall have no power
to, and shall not, take any action that is inconsistent with the purposes and
functions of the Trust set out in Section 3.3.

         SECTION 3.9. Certain Duties and Responsibilities of the Property
Trustee.

         (a)      The Property Trustee, before the occurrence of any Trust
Enforcement Event and after the curing of all Trust Enforcement Events that may
have occurred, shall undertake to perform only such duties as are specifically
set forth in this Declaration and no implied covenants


                                       18
<PAGE>   109

shall be read into this Declaration against the Property Trustee. In case a
Trust Enforcement Event has occurred (that has not been cured or waived pursuant
to Section 2.6) of which a Responsible Officer of the Property Trustee has
actual knowledge, the Property Trustee shall exercise such of the rights and
powers vested in it by this Declaration, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

                  (b)      No provision of this Declaration shall be construed
to relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:

                           (i)   prior to the occurrence of a Trust Enforcement
                  Event and after the curing or waiving of all such Trust
                  Enforcement Events that may have occurred:

                                 a.  the duties and obligations of the Property
                                     Trustee shall be determined solely by the
                                     express provisions of this Declaration and
                                     the Property Trustee shall not be liable
                                     except for the performance of such duties
                                     and obligations as are specifically set
                                     forth in this Declaration, and no implied
                                     covenants or obligations shall be read into
                                     this Declaration against the Property
                                     Trustee; and

                                 b.  in the absence of bad faith on the part of
                                     the Property Trustee, the Property Trustee
                                     may conclusively rely, as to the truth of
                                     the statements and the correctness of the
                                     opinions expressed therein, upon any
                                     certificates or opinions furnished to the
                                     Property Trustee and conforming to the
                                     requirements of this Declaration; but in
                                     the case of any such certificates or
                                     opinions that by any provision hereof are
                                     specifically required to be furnished to
                                     the Property Trustee, the Property Trustee
                                     shall be under a duty to examine the same
                                     to determine whether or not they conform to
                                     the requirements of this Declaration;

                           (ii)  the Property Trustee shall not be liable for
                  any error of judgment made in good faith by a Responsible
                  Officer of the Property Trustee, unless it shall be proved
                  that the Property Trustee was negligent in ascertaining the
                  pertinent facts;

                           (iii) the Property Trustee shall not be liable with
                  respect to any action taken or omitted to be taken by it
                  without negligence, in good faith in accordance with the
                  direction of the Holders of not less than a Majority in
                  Liquidation Amount of the Securities relating to the time,
                  method and place of conducting any proceeding for any remedy
                  available to the Property Trustee, or exercising any trust or
                  power conferred upon the Property Trustee under this
                  Declaration;

                          (iv) no provision of this Declaration shall require
                  the Property Trustee to


                                       19
<PAGE>   110

                  expend or risk its own funds or otherwise incur personal
                  financial liability in the performance of any of its duties or
                  in the exercise of any of its rights or powers, if it shall
                  have reasonable grounds for believing that the repayment of
                  such funds or liability is not reasonably assured to it under
                  the terms of this Declaration or indemnity reasonably
                  satisfactory to the Property Trustee against such risk or
                  liability is not reasonably assured to it;

                           (v)    the Property Trustee's sole duty with respect
                  to the custody, safe-keeping and physical preservation of the
                  Debentures and the Property Account shall be to deal with such
                  property in a similar manner as the Property Trustee deals
                  with similar property for its own account, subject to the
                  protections and limitations on liability afforded to the
                  Property Trustee under this Declaration and the Trust
                  Indenture Act;

                           (vi)   the Property Trustee shall have no duty or
                  liability for or with respect to the value, genuineness,
                  existence or sufficiency of the Debentures or the payment of
                  any taxes or assessments levied thereon or in connection
                  therewith;

                           (vii)  the Property Trustee shall not be liable for
                  any interest on any money received by it except as it may
                  otherwise agree with the Sponsor. Money held by the Property
                  Trustee need not be segregated from other funds held by it
                  except in relation to the Property Account maintained by the
                  Property Trustee pursuant to Section 3.8(c)(i) and except to
                  the extent otherwise required by law; and

                           (viii) the Property Trustee shall not be responsible
                  for monitoring the compliance by the Administrative Trustees
                  or the Sponsor with their respective duties under this
                  Declaration, nor shall the Property Trustee be liable for any
                  default or misconduct of the Administrative Trustees or the
                  Sponsor.

         SECTION 3.10. Certain Rights of Property Trustee.

                  (a)      Subject to the provisions of Section 3.9:

                           (i)    the Property Trustee may conclusively rely and
                  shall be fully protected in acting or refraining from acting
                  upon any resolution, certificate, statement, instrument,
                  opinion, report, notice, request, direction, consent, order,
                  bond, debenture, note, other evidence of indebtedness or other
                  paper or document believed by it to be genuine and to have
                  been signed, sent or presented by the proper party or parties;

                           (ii)   any direction or act of the Sponsor or the
                  Administrative Trustees contemplated by this Declaration shall
                  be sufficiently evidenced by an Officers' Certificate;

                           (iii)  whenever in the administration of this
                  Declaration, the Property Trustee shall deem it desirable that
                  a matter be proved or established before taking,


                                       20
<PAGE>   111

                  suffering or omitting any action hereunder, the Property
                  Trustee (unless other evidence is herein specifically
                  prescribed) may, in the absence of bad faith on its part,
                  request and conclusively rely upon an Officers' Certificate
                  which, upon receipt of such request, shall be promptly
                  delivered by the Sponsor or the Administrative Trustees;

                           (iv)   the Property Trustee shall have no duty to see
                  to any recording, filing or registration of any instrument
                  (including any financing or continuation statement or any
                  filing under tax or securities laws) or any rerecording,
                  refiling or registration thereof;

                           (v)    the Property Trustee may consult with counsel
                  of its choice or other experts and the advice or opinion of
                  such counsel and experts with respect to legal matters or
                  advice within the scope of such experts' area of expertise
                  shall be full and complete authorization and protection in
                  respect of any action taken, suffered or omitted by it
                  hereunder in good faith and in accordance with such advice or
                  opinion, such counsel may be counsel to the Sponsor or any of
                  its Affiliates, and may include any of its employees. The
                  Property Trustee shall have the right at any time to seek
                  instructions concerning the administration of this Declaration
                  from any court of competent jurisdiction;

                           (vi)   the Property Trustee shall be under no
                  obligation to exercise any of the rights or powers vested in
                  it by this Declaration at the request or direction of any
                  Holder, unless such Holder shall have provided to the Property
                  Trustee security and indemnity, reasonably satisfactory to the
                  Property Trustee, against the costs, expenses (including
                  attorneys' fees and expenses and the expenses of the Property
                  Trustee's agents, nominees or custodians) and liabilities that
                  might be incurred by it in complying with such request or
                  direction, including such reasonable advances as may be
                  requested by the Property Trustee; provided that, nothing
                  contained in this Section 3.10(a) shall be taken to relieve
                  the Property Trustee, upon the occurrence of a Trust
                  Enforcement Event, of its obligation to exercise the rights
                  and powers vested in it by this Declaration;

                           (vii)  the Property Trustee shall not be bound to
                  make any investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, bond,
                  debenture, note, other evidence of indebtedness or other paper
                  or document, but the Property Trustee, in its discretion, may
                  make such further inquiry or investigation into such facts or
                  matters as it may see fit;

                           (viii) the Property Trustee may execute any of the
                  trusts or powers hereunder or perform any duties hereunder
                  either directly or by or through agents, custodians, nominees
                  or attorneys and the Property Trustee shall not be responsible
                  for any misconduct or negligence on the part of any agent or
                  attorney appointed with due care by it hereunder, provided
                  that such agent, custodian, nominee or attorney is a United
                  States Person as defined in Section 7701(a)(30) of the Code;


                                       21
<PAGE>   112

                           (ix)   any action taken by the Property Trustee or
                  its agents hereunder shall bind the Trust and the Holders of
                  the Securities, and the signature of the Property Trustee or
                  its agents alone shall be sufficient and effective to perform
                  any such action and no third party shall be required to
                  inquire as to the authority of the Property Trustee to so act
                  or as to its compliance with any of the terms and provisions
                  of this Declaration, both of which shall be conclusively
                  evidenced by the Property Trustee's or its agent's taking such
                  action;

                           (x)    whenever in the administration of this
                  Declaration the Property Trustee shall deem it desirable to
                  receive instructions with respect to enforcing any remedy or
                  right or taking any other action hereunder, the Property
                  Trustee (i) may request instructions from the Holders of the
                  Securities which instructions may only be given by the Holders
                  of the same proportion in liquidation amount of the Securities
                  as would be entitled to direct the Property Trustee under the
                  terms of the Securities in respect of such remedy, right or
                  action, (ii) may refrain from enforcing such remedy or right
                  or taking such other action until such instructions are
                  received, and (iii) shall be protected in conclusively relying
                  on or acting in or accordance with such instructions;

                           (xi)   except as otherwise expressly provided by this
                  Declaration, the Property Trustee shall not be under any
                  obligation to take any action that is discretionary under the
                  provisions of this Declaration;

                           (xii)  the Property Trustee shall not be liable for
                  any action taken, suffered or omitted to be taken by it
                  without negligence, in good faith and reasonably believed by
                  it to be authorized or within the discretion, rights or powers
                  conferred upon it by this Declaration;

                           (xiii) without prejudice to any other rights
                  available to the Property Trustee under applicable law, when
                  the Property Trustee incurs expenses or renders services in
                  connection with a bankruptcy, such expenses (including the
                  fees and expenses of its counsel) and the compensation for
                  such services are intended to constitute expenses of
                  administration under any bankruptcy law or law relating to
                  creditors rights generally; and

                           (xiv)  the Property Trustee shall not be charged with
                  knowledge of a Trust Enforcement Event unless a Responsible
                  Officer of the Property Trustee obtains actual knowledge of
                  such event or the Property Trustee receives written notice of
                  such event from Holders holding at least 10% in Liquidation
                  Amount of the Capital Securities;

                  (b)      No provision of this Declaration shall be deemed to
impose any duty or obligation on the Property Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No



                                       22
<PAGE>   113

permissive power or authority available to the Property Trustee shall be
construed to be a duty.

         SECTION 3.11. Delaware Trustee.

         Notwithstanding any other provision of this Declaration, the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities of the Administrative
Trustees or the Property Trustee described in this Declaration. The Delaware
Trustee shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Business Trust Act. In the event the
Delaware Trustee shall at any time be required to take any action or perform any
duty hereunder with respect to the Trust, the Delaware Trustee shall be entitled
to all of the same rights as the Property Trustee listed in Section 3.9(b) and
Section 3.10.

         SECTION 3.12. Execution of Documents.

         Except as otherwise required by the Business Trust Act or applicable
law, any Administrative Trustee is authorized to execute on behalf of the Trust
any documents that the Administrative Trustees have the power and authority to
execute pursuant to Section 3.6.

         SECTION 3.13. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration, the Securities, the Debentures or the Indenture.

         SECTION 3.14. Duration of Trust.

         The Trust shall exist until dissolved and terminated pursuant to the
provisions of Article 8 hereof.

         SECTION 3.15. Mergers.

                  (a)      The Trust may not consolidate, amalgamate, merge with
or into, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except as described in
Section 3.15(b) and (c) or Section 8.2.

                  (b)      The Trust may, at the request of the Sponsor and with
the consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the Holders
of the Securities, the Delaware Trustee or the Property Trustee, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties substantially as an entirety to a trust organized as such under
the laws of any State; provided, that:

                           (i)   if the Trust is not the successor, such
successor entity (the "Successor Entity") either:



                                       23
<PAGE>   114

                                 a.  expressly assumes all of the obligations of
                                     the Trust with respect to the Securities;
                                     or

                                 b.  substitutes for the Capital Securities
                                     other securities having substantially the
                                     same terms as the Capital Securities (the
                                     "Successor Securities") so long as the
                                     Successor Securities rank the same as the
                                     Capital Securities rank in priority with
                                     respect to Distributions and payments upon
                                     liquidation, redemption and otherwise;

                           (ii)  the Debenture Issuer expressly appoints a
                  trustee of such Successor Entity that possesses the same
                  powers and duties as the Property Trustee as the holder of the
                  Debentures;

                           (iii) the Capital Securities or any Successor
                  Securities are listed, or any Successor Securities will be
                  listed upon notification of issuance, on any national
                  securities exchange or with any other or organization on which
                  the Capital Securities are then listed or quoted;

                           (iv)  such merger, consolidation, amalgamation,
                  replacement, conveyance, transfer or lease does not cause the
                  Capital Securities (including any Successor Securities) to be
                  downgraded by any nationally recognized statistical rating
                  organization;

                           (v)   such merger, consolidation, amalgamation,
                  replacement, conveyance, transfer or lease does not adversely
                  affect the rights, preferences and privileges of the Holders
                  of the Capital Securities (including any Successor Securities)
                  in any material respect;

                           (vi)  such Successor Entity has a purpose
                  substantially identical to that of the Trust;

                           (vii) prior to such merger, consolidation,
                  amalgamation, replacement, conveyance, transfer or lease the
                  Sponsor has received an opinion of independent counsel to the
                  Trust experienced in such matters to the effect that:

                                 a.  such merger, consolidation, amalgamation,
                                     replacement, conveyance, transfer or lease
                                     does not adversely affect the rights,
                                     preferences and privileges of the Holders
                                     of the Capital Securities (including any
                                     Successor Securities) in any material
                                     respect;

                                 b.  following such merger, consolidation,
                                     amalgamation, replacement, conveyance,
                                     transfer or lease neither the Trust nor the
                                     Successor Entity will be required to
                                     register as an Investment Company; and


                                       24
<PAGE>   115

                                  c.  following such merger, consolidation,
                                      amalgamation or replacement, the Trust (or
                                      the Successor Entity) will not be
                                      classified as an association or publicly
                                      traded partnership taxable as a
                                      corporation for United States federal
                                      income tax purposes;

                           (viii) the Sponsor or any permitted successor or
                  assignee owns all of the common securities and guarantees the
                  obligations of such Successor Entity under the Successor
                  Securities at least to the extent provided by the Securities
                  Guarantee and such Successor Entity expressly assumes all of
                  the obligations of the Trust with respect to the Trustees.

                  (c)      Notwithstanding Section 3.15(b), the Trust shall not,
except with the consent of Holders of 100% in aggregate liquidation amount of
the Securities, consolidate, amalgamate, merge with or into, or be replaced by
or convey, transfer or lease its properties and assets substantially as an
entirety to, any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or Successor Entity to be classified as an association or publicly traded
partnership taxable as a corporation for United States federal income tax
purposes and each Holder of the Securities not to be treated as owning an
undivided interest in the Debentures.

         SECTION 3.16. Property Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

                  (a)      to file and prove a claim for the whole amount of any
         Distributions owing and unpaid in respect of the Securities (or, if the
         Securities are original issue discount Securities, such portion of the
         liquidation amount as may be specified in the terms of such Securities)
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Property Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Property Trustee, its and counsel)
         and of the Holders allowed in such judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the



                                       25
<PAGE>   116

                  Property Trustee shall consent to the making of such payments
                  directly to the Holders, to pay to the Property Trustee any
                  amount due it for the reasonable compensation, expenses,
                  disbursements and advances of the Property Trustee, its agents
                  and counsel, and any other amounts due the Property Trustee.

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                                   ARTICLE 4

                                     SPONSOR

SECTION 4.1.      Responsibilities of the Sponsor.

         In connection with the issue of the Capital Securities, the Sponsor
shall have the exclusive right and responsibility to engage in the following
activities:

                  (a)      to prepare for filing by the Trust with the
         Commission under the Securities Act or the Exchange Act, and execute on
         behalf of the Trust, one or more registration statements on the
         applicable forms, including any amendments thereto, pertaining to the
         Capital Securities, the Guarantee and the Debentures;

                  (b)      to determine the States in which to take appropriate
         action to qualify or register for sale all or part of the Capital
         Securities and to do any and all such acts, other than actions which
         must be taken by the Trust, and advise the Trust of actions it must
         take, and prepare for execution and filing any documents to be executed
         and filed by the Trust, as the Sponsor deems necessary or advisable in
         order to comply with the applicable laws of any such States;

                  (c)     to negotiate the terms of, and execute, an
         underwriting agreement and other related agreements providing for the
         sale of the Capital Securities;

                  (d)     to file with the New York Stock Exchange or any other
         national stock exchange or The Nasdaq National Market (each, an
         "Exchange") and execute on behalf of the Trust one or more listing
         applications and all other applications, statements, certificates,
         agreements and other instruments as shall be necessary or desirable to
         cause the Capital Securities to be listed on any of the Exchanges; and

                  (e)     to execute and deliver letters or documents to, or
         instruments for filing with, a depository relating to the Capital
         Securities of the Trust.


         SECTION 4.2. Indemnification and Fees and Expenses of the Trustees.

         The Sponsor, in its capacity as Debenture Issuer, agrees to indemnify
the Property Trustee and the Delaware Trustee for, and to hold each of them
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Property Trustee or the Delaware Trustee, as the
case may be, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending either of them against any claim or liability in
connection with the exercise or performance of any of their respective powers or
duties hereunder; the provisions of this Section 4.2 shall survive the
resignation or removal of the Delaware Trustee or the Property Trustee or the
termination of this


                                       26
<PAGE>   117

Declaration.

         SECTION 4.3. Compensation of the Trustees.

         The Sponsor agrees to pay the Property Trustee and the Delaware Trustee
from time to time such compensation for all services rendered by the Property
Trustee and the Delaware Trustee hereunder as may be mutually agreed upon in
writing by the Sponsor and the Property Trustee or the Delaware Trustee, as the
case may be, and, except as otherwise expressly provided herein, to reimburse
the Property Trustee and the Delaware Trustee upon its or their request for all
reasonable expenses, disbursements and advances incurred or made by the Property
Trustee or the Delaware Trustee, as the case may be, in accordance with the
provisions of this Declaration, except any such expense, disbursement or advance
as may be attributable to its or their negligence or bad faith.

                                   ARTICLE 5

                         TRUST COMMON SECURITIES HOLDER

         SECTION 5.1. Debenture Issuer's Receipt of Common Securities.

         On the Closing Date, the Debenture Issuer will receive all of the
Common Securities and all of the Capital Securities issued by the Trust on the
same date in exchange for Debentures issued to the Trust by the Debenture
Issuer. The Common Securities will be issued in an amount equal to at least 3%
of the total capital of the Trust.

         The aggregate stated liquidation amount of Common Securities
outstanding at any time shall not be less than 3% of the total capital of the
Trust.

         SECTION 5.2. Covenants of the Common Securities Holder.

         For so long as the Capital Securities remain outstanding, the Common
Securities Holder will covenant (i) to maintain directly 100% ownership of the
Common Securities, (ii) to cause the Trust to remain a statutory business trust
and not to voluntarily dissolve, wind up, liquidate or be terminated, except as
permitted by this Declaration, (iii) to use its commercially reasonable efforts
to ensure that the Trust will not be an investment company for purposes of the
Investment Company Act, and (iv) to take no action which would be reasonably
likely to cause the Trust to be classified as other than a grantor trust for
United States federal income tax purposes.

                                   ARTICLE 6

                                    TRUSTEES

         SECTION 6.1. Number of Trustees.


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<PAGE>   118

         The number of Trustees initially shall be five, and:

                  (a)      at any time before the issuance of any Securities,
the Sponsor may, by written instrument, increase or decrease the number of
Trustees;

                  (b)      after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a Majority in
Liquidation Amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities or by written consent in lieu of such
meeting; provided that the number of Trustees shall be at least three; and
provided further that (1) the Delaware Trustee, in the case of a natural person,
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, is an entity which has its principal place of business in the
State of Delaware and otherwise meets the requirements of applicable law; (2) at
least one Administrative Trustee is an employee or officer of, or is affiliated
with, the Sponsor; and (3) one Trustee shall be the Property Trustee for so long
as this Declaration is required to qualify as an indenture under the Trust
Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets
the applicable requirements;

                  (c)      at all times, the Property Trustee must be (i) a bank
as defined in Section 581 of the Code or (ii) a U.S. government-owned agency or
U.S. government sponsored enterprise; and

                  (d)      at all times, each Trustee must be a United States
Person as defined in Section 7701(a)(30) of the Code.

         SECTION 6.2. Delaware Trustee; Eligibility.

         If required by the Business Trust Act, one Trustee (which may be the
Property Trustee) (the "Delaware Trustee") shall be:

                  (a)      a natural person who is a resident of the State of
Delaware; or

                  (b)      if not a natural person, an entity which has its
principal place of business in the State of Delaware, and otherwise meets the
requirements of applicable law,

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application.

         SECTION 6.3. Property Trustee; Eligibility.

                  (a)      There shall at all times be one Trustee (which may be
the Delaware Trustee) which shall act as Property Trustee which shall:

                           (i)   not be an Affiliate of the Sponsor; and

                           (ii)  be a corporation organized and doing business
                  under the laws of the



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<PAGE>   119

                  United States of America or any State or Territory thereof or
                  of the District of Columbia, or a corporation or other Person
                  permitted by the Commission to act as an institutional trustee
                  under the Trust Indenture Act, authorized under such laws to
                  exercise corporate trust owners, having a combined capital and
                  surplus of at least 50 million U.S. dollars ($50,000,000), and
                  subject to supervision or examination by federal, State,
                  Territorial or District of Columbia authority. If such
                  corporation publishes reports of condition at least annually,
                  pursuant to law or to the requirements of the supervising or
                  examining authority referred to above, then for the purposes
                  of this Section 6.3(a)(ii), the combined capital and surplus
                  of such corporation shall be deemed to be its combined capital
                  and surplus as set forth in its most recent report of
                  condition so published.

                  (b)      If at any time the Property Trustee shall cease to be
eligible to so act under Section 6.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 6.6(c).

                  (c)      If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Common Securities (as
if it were the obligor referred to in Section 310(b) of the Trust Indenture Act)
shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

                  (d)      The Guarantee shall be deemed to be specifically
described in this Declaration for purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

         SECTION 6.4. Qualifications of Administrative Trustees and Delaware
Trustee Generally.

         Each Administrative Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.

         SECTION 6.5. Initial Administrative Trustees.

         The initial Administrative Trustees shall be:

         Ronald D. Marks, the business address of all of whom is
____________________________.

         SECTION 6.6. Appointment, Removal and Resignation of Trustees.

                  (a)      Subject to Section 6.6(b), Trustees may be appointed
or removed without cause at any time:

                           (i)   until the issuance of any Securities, by
                  written instrument executed by the Sponsor;

                           (ii)  after the issuance of any Securities (but prior
                  to the occurrence of an Indenture Event of Default), by vote
                  of the Holders of a Majority in Liquidation


                                       29
<PAGE>   120

                  Amount of the Common Securities voting as a class at a meeting
                  of the Holders of the Common Securities; and

                           (iii) after the issuance of the Capital Securities
                  and the occurrence of an Indenture Event of Default, and only
                  with respect to each of the Property Trustee and Delaware
                  Trustee, by vote of the Holders of a Majority in Liquidation
                  Amount of the Capital Securities.

                  (b)      The Trustee that acts as Property Trustee shall not
be removed in accordance with Section 6.6(a) until a successor Trustee
possessing the qualifications to act as Property Trustee under Section 6.3(a) (a
"Successor Property Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee
and delivered to the Administrative Trustees and the Sponsor. The Trustee that
acts as Delaware Trustee shall not be removed in accordance with Section 6.6(a)
until a successor Trustee possessing the qualifications to act as Delaware
Trustee under Sections 6.2 and 6.4 (a "Successor Delaware Trustee") has been
appointed and has accepted such appointment by written instrument executed by
such Successor Delaware Trustee and delivered to the Administrative Trustees and
the Sponsor.

                  (c)      A Trustee appointed to office shall hold office until
his or its successor shall have been appointed, until his death or its
dissolution or until his or its removal or resignation. Any Trustee may resign
from office (without need for prior or subsequent accounting) by an instrument
in writing signed by the Trustee and delivered to the Sponsor and the Trust,
which resignation shall take effect upon such delivery or upon such later date
as is specified therein; provided, however, that:

                           (i)   no such resignation of the Trustee that acts as
                  the Property Trustee shall be effective:

                                 a.  until a Successor Property Trustee has been
                                     appointed and has accepted such appointment
                                     by instrument executed by such Successor
                                     Property Trustee and delivered to the
                                     Trust, the Sponsor and the resigning
                                     Property Trustee; or

                                 b.  until the assets of the Trust have been
                                     completely liquidated and the proceeds
                                     thereof distributed to the holders of the
                                     Securities; and

                           (ii)  no such resignation of the Trustee that acts as
                  the Delaware Trustee shall be effective until a Successor
                  Delaware Trustee has been appointed and has accepted such
                  appointment by instrument executed by such Successor Delaware
                  Trustee and delivered to the Trust, the Sponsor and the
                  resigning Delaware Trustee.

                  (d)      The Holders of the Common Securities shall use their
best efforts to promptly appoint a Successor Delaware Trustee or Successor
Property Trustee, as the case may be, if the


                                       30
<PAGE>   121

Property Trustee or the Delaware Trustee delivers an instrument of resignation
in accordance with this Section 6.6.

                  (e)      If no Successor Property Trustee or Successor
Delaware Trustee, as the case may be, shall have been appointed and accepted
appointment as provided in this Section 6.6 within 60 days after delivery to the
Sponsor and the Trust of an instrument of resignation or removal, the resigning
or removed Property Trustee or Delaware Trustee, as applicable, may petition any
court of competent jurisdiction in the U.S. for appointment of a Successor
Property Trustee or Successor Delaware Trustee, as applicable. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

                  (f)      No Property Trustee or Delaware Trustee shall be
liable for the acts or omissions to act of any Successor Property Trustee or
Successor Delaware Trustee, as the case may be.

         SECTION 6.7. Vacancies among Trustees.

         If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 6.6.

         SECTION 6.8. Effect of Vacancies.

         The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 6.6, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Declaration.

         SECTION 6.9. Meetings.

         If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees shall be hand delivered
or otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a


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<PAGE>   122

meeting shall constitute a waiver of notice of such meeting except where an
Administrative Trustee attends a meeting for the express purpose of objecting to
the transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Declaration, any
action of the Administrative Trustees may be taken at a meeting by vote of a
majority of the Administrative Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Administrative Trustees. In the event there is only one Administrative Trustee,
any and all action of such Administrative Trustee shall be evidenced by a
written consent of such Administrative Trustee.

         SECTION 6.10. Delegation of Power.

                  (a)      Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any natural person over the age of
21 his, her or its power for the purpose of executing any documents contemplated
in Section 3.6 or making any governmental filing; provided that such person is a
United States Person as defined in Section 7701(a)(30) of the Code.

                  (b)      The Administrative Trustees shall have power to
delegate from time to time to such of their number or to officers of the Trust
the doing of such things and the execution of such instruments either in the
name of the Trust or the names of the Administrative Trustees or otherwise as
the Administrative Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of the Trust, as
set forth herein; provided, that such person is a United States Person as
defined in Section 7701(a)(30) of the Code.

         SECTION 6.11. Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Property Trustee, the Delaware Trustee
or any Administrative Trustee that is not a natural person may be merged or
converted or with such Trustee may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of such Trustee shall be the successor of such Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                   ARTICLE 7

                               TERMS OF SECURITIES

         SECTION 7.1. General Provisions Regarding Securities.

                  (a)      The Administrative Trustees shall on behalf of the
Trust issue one class of capital securities representing undivided beneficial
ownership interests in the assets of the Trust and one



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<PAGE>   123

class of common securities representing undivided beneficial ownership interests
in the assets of the Trust.

                           (i)  Capital Securities. The Capital Securities of
                  the Trust have an aggregate liquidation amount with respect to
                  the assets of the Trust of up to _________________ with
                  respect to the closing of the sale of Capital Securities on
                  one or more occasions. The Capital Securities are hereby
                  designated for identification purposes only as "_____ Capital
                  Securities" (the "Capital Securities"). The Capital Security
                  Certificates evidencing the Capital Securities shall be
                  substantially in the form of Exhibit A to this Declaration,
                  with such changes and additions thereto or deletions therefrom
                  as may be required by ordinary usage, custom or practice or to
                  conform to the rules of any stock exchange on which the
                  Capital Securities are listed or quoted.

                           (ii) Common Securities. The Common Securities of the
                  Trust have an aggregate liquidation amount with respect to the
                  assets of the Trust of up to _________________ with respect to
                  the closing of the sale of Common Securities on one or more
                  occasions. The Common Securities are hereby designated for
                  identification purposes only as "_____ Common Securities" (the
                  "Common Securities" and, together with the Capital Securities,
                  the "Securities"). The Common Security Certificates evidencing
                  the Common Securities shall be substantially in the form of
                  Exhibit B to this Declaration, with such changes and additions
                  thereto or deletions therefrom as may be required by ordinary
                  usage, custom or practice.

                  (b)      Payment of Distributions on, and payment of the
Redemption Price upon a redemption of, the Capital Securities and the Common
Securities, as applicable, shall be made Pro Rata based on the liquidation
amount of such Capital Securities and Common Securities; provided, however, that
if on any date on which amounts payable on distribution or redemption, an
Indenture Event of Default shall have occurred and be continuing, no payment of
any Distribution on, or Redemption Price of, any of the Common Securities, and
no other payment on account of the redemption, liquidation or other acquisition
of such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all of the outstanding Capital
Securities for all Distribution periods terminating on or prior thereto, or, in
the case of amounts payable on redemption, the full amount of the Redemption
Price for all of the outstanding Capital Securities then called for redemption,
shall have been made or provided for, and all funds available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions on, or the Redemption Price of, the Capital Securities then due
and payable. The Trust shall issue no securities or other interests in the
assets of the Trust other than the Capital Securities and the Common Securities.

                  (c)      The Certificates shall be signed on behalf of the
Trust by an Administrative Trustee. Such signature shall be the manual or
facsimile signature of any present or any future Administrative Trustee. In case
an Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such Administrative Trustee before the
Certificates so


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<PAGE>   124
signed shall be delivered by the Trust, such Certificates nevertheless may be
delivered as though the person who signed such Certificates had not ceased to be
such Administrative Trustee; and any Certificate may be signed on behalf of the
Trust by such persons who, at the actual date of execution of such Certificate,
shall be the Administrative Trustees of the Trust, although at the date of the
execution and delivery of the Declaration any such person was not such an
Administrative Trustee. Certificates shall be printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Administrative Trustees may deem appropriate, or
as may be required to comply with any law or with any rule or regulation of any
stock exchange on which Securities may be listed, or to conform to usage.

         A Certificate representing Capital Securities shall not be valid until
authenticated by the manual signature of an authorized officer of the Property
Trustee. Such signature shall be conclusive evidence that such Certificate has
been authenticated under this Declaration.

         Upon a written order of the Trust signed by one Administrative Trustee,
the Property Trustee shall authenticate the Certificates representing Capital
Securities for original issue. The aggregate amount of Capital Securities
outstanding at any time shall not exceed the liquidation amount set forth in
Section 7.1(a)(i).

         The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Certificates. An authenticating agent may authenticate
Certificates whenever the Property Trustee may do so. Each reference in this
Declaration to authentication by the Property Trustee includes authentication by
such agent. An authenticating agent has the same rights as the Property Trustee
to deal with the Sponsor or an Affiliate of the Sponsor.

                  (d)      The consideration received by the Trust for the
issuance of the Securities shall constitute a contribution to the capital of the
Trust and shall not constitute a loan to the Trust.

                  (e)      Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and non-assessable undivided beneficial ownership interests in the
assets of the Trust.

                 (f)      Every Person, by virtue of having become a Holder or a
Beneficial Owner in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration and the terms of the Securities, the Guarantee, the
Indenture and the Debentures.

                 (g)      The holders shall have no preemptive or similar
rights.

         SECTION 7.2. Distributions.

                 (a)      As owners of undivided beneficial ownership interests
in the Debentures, holders shall be entitled to receive cumulative cash
Distributions at the rate per annum of ____of the stated liquidation amount of
$___ per Security. Pursuant to the Indenture, the amount



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<PAGE>   125

of interest on the Debentures payable for any period shorter than a full
quarterly interest period, and, as a result, Distributions on the Securities
payable for any period shorter than a full quarterly distribution period shall
be computed on the basis of a 30-day month and for periods of less than a month,
the actual number of days elapsed per 30-day month. Subject to Section 7.1(b),
Distributions shall be made on the Capital Securities and the Common Securities
on a Pro Rata basis. Pursuant to the Indenture, interest on the Debentures
shall, from the date of original issue, accrue and be cumulative and, as a
result, Distributions on the Securities shall, from the date of original issue,
accumulate and be cumulative. Distributions shall be payable quarterly in
arrears on each ________________ of each year, commencing ________, when, as and
if available for payment, by the Property Trustee, except as otherwise described
below. Distributions are payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent that
the Trust has funds available for the payment of such Distributions in the
Property Account.

                  (b)      Pursuant to the Indenture, interest not paid on the
scheduled payment date will accrue and compound quarterly at the rate of ____per
annum, and, as a result, interest on the Debentures not paid on the scheduled
payment date will accrue and compound quarterly at the rate of ____per annum
and, as a result, the Distributions on the Securities will accumulate and
compound at the rate of ____per annum ("Compounded Distributions").
"Distributions" shall mean ordinary cumulative distributions together with any
Compounded Distributions.

                  (c)      If and to the extent that the Debenture Issuer makes
a payment of interest, premium and/or principal on the Debentures held by the
Property Trustee (the amount of any such payment being a "Payment Amount"), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose, make a Pro Rata distribution of the Payment Amount to Holders,
subject to Section 7.1(b).

                  (d)      Distributions on the Securities shall be payable to
the Holders thereof as they appear on the register of the Trust as of the close
of business on the relevant record dates. At all times, the Distribution payment
dates and the related record dates shall correspond to the interest payment
dates and related record dates on the Debentures. Distributions payable on any
Securities that are not punctually paid on any Distribution payment date, as a
result of the Debenture Issuer having failed to make a payment under the
Debentures, shall cease to be payable to the Person in whose name such
Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Securities
are registered on the special record date or other specified date determined in
accordance with this Declaration. If any date on which Distributions are payable
on the Securities is not a Business Day, then payment of the Distribution
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
with the same force and effect as if made on such payment date.

                  (e)      In the event that there is any money or other
property held by or for the Trust that is not accounted for hereunder, such
property shall be distributed Pro Rata among the Holders of the Securities
except as provided in Section 7.1(b).



                                       35
<PAGE>   126

         SECTION 7.3.   Redemption of Securities.

              (a)  Upon the repayment or redemption, in whole or in part, of the
Debentures held by the Trust, whether at the stated maturity of the Debentures
or upon earlier redemption as provided in the Indenture, the proceeds from such
repayment or redemption shall be simultaneously applied Pro Rata (subject to
Section 7.1(b)) to redeem Securities having an aggregate liquidation amount
equal to the aggregate principal amount of the Debentures so repaid or redeemed
at the Redemption Price. Holders shall be given not less than 30 nor more than
60 days notice of such redemption in accordance with Section 7.4.

              (b)  On the date fixed for any distribution of Debentures, upon
dissolution of the Trust, (i) the Securities will no longer be deemed to be
outstanding and (ii) certificates representing Securities will be deemed to
represent the Debentures having an aggregate principal amount equal to the
stated liquidation amount of, and bearing accrued and unpaid interest equal to
accumulated and unpaid distributions on, such Securities until such certificates
are presented to the Sponsor or its agent for transfer or reissuance.

         SECTION 7.4.   Redemption Procedures.

              (a)  Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice"),
which notice shall be irrevocable, will be given by the Trust by mail to each
Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than
60 days before the date fixed for redemption or exchange thereof which, in the
case of a redemption, will be the date fixed for redemption of the Debentures.
For purposes of the calculation of the date of redemption or exchange and the
dates on which notices are given pursuant to this Section 7.4(a), a
Redemption/Distribution Notice shall be deemed to be given on the day such
notice is first mailed by first-class mail, postage prepaid, to Holders of
Securities. Each Redemption/Distribution Notice shall be addressed to the
Holders of Securities at the address of each such Holder appearing in the
register of the Trust. No defect in the Redemption/Distribution Notice or in the
mailing of either thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other Holder.

              (b)  If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Capital Securities will be redeemed Pro
Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will
be redeemed as described in Section 7.4(c) below. The Trust may not redeem the
Securities in part unless all accumulated and unpaid Distributions to the date
of redemption have been paid in full on all Securities then outstanding. For all
purposes of this Declaration, unless the context otherwise requires, all
provisions relating to the redemption of Capital Securities shall relate, in the
case of any Capital Security redeemed or to be redeemed only in part, to the
portion of the aggregate liquidation amount of Capital Securities which has been
or is to be redeemed.

              (c)  Subject to the Trust's fulfillment of the notice requirements
set forth in Section 7.4(a) above, if Securities are to be redeemed, then (i)
with respect to Capital Securities represented by one or more Global Securities,
by 2:00 p.m., New York City time, on the



                                       36
<PAGE>   127


redemption date, provided that the Debenture Issuer has paid the Property
Trustee a sufficient amount of cash in connection with the related redemption or
maturity of the Debentures, the Property Trustee will deposit irrevocably with
the Depositary or its nominee (or successor Clearing Agency or its nominee)
funds sufficient to pay the applicable Redemption Price with respect to the
Capital Securities and will give the Depositary irrevocable instructions and
authority to pay the Redemption Price to the Holders of the Capital Securities
and (ii) with respect to Securities not represented by one or more Global
Securities, provided that the Debenture Issuer has paid the Property Trustee a
sufficient amount of cash in connection with the related redemption or maturity
of the Debentures, the Paying Agent will pay the relevant Redemption Price to
the Holders of such Securities by check mailed to the address of the relevant
Holder appearing on the register of the Trust on the redemption date. If any
date fixed for redemption of Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay) with the same force and effect as if made on such date fixed
for redemption. If payment of the Redemption Price in respect of any Securities
is not paid because the payment of the Redemption Price on the Debentures is not
made, interest will continue to accrue on the Debentures, and, as a result,
Distributions on such Securities will continue to accumulate at the then
applicable rate from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price. For these purposes,
the applicable Redemption Price shall not include Distributions which are being
paid to Holders who were Holders on a relevant record date. If a
Redemption/Distribution Notice shall have been given and funds deposited or paid
as required, then immediately prior to the close of business on the date of such
deposit or payment, Distributions will cease to accumulate on the Securities
called for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Securities will cease to be outstanding.

         Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have been
called for redemption, except in the case of any Securities being redeemed in
part, any portion thereof not to be redeemed.

              (d)  If at any time the Sponsor or any of its Affiliates (in
either case, a "Sponsor Affiliated Owner/Holder") is the Owner or Holder of any
Capital Securities, such Sponsor Affiliated Owner/Holder shall have the right to
deliver to the Property Trustee all or such portion of its Capital Securities as
it elects and receive, in exchange therefor, a like amount of Debentures.  Such
election (i) shall be exercisable effective on any date of Distribution by such
Sponsor Affiliated Owner/Holder delivering to the Property Trustee a written
notice of such election specifying the liquidation amount of Capital Securities
with respect to which such election is being made and the date of Distribution
on which such exchange shall occur, which Distribution date shall not be less
than ten Business Days after the date of receipt by the Property Trustee of such
election notice and (ii) shall be conditioned upon such Sponsor Affiliated
Owner/Holder having delivered or caused to be delivered to the Property Trustee
or its designee the Capital Securities which are the subject of such election by
10:00 A.M. New York time, on the Distribution date on which such exchange is to
occur.  After the exchange, such Capital Securities will be canceled and will no
longer be deemed to be outstanding and all rights of the Sponsor or its
Affiliate(s) with respect to such Capital Securities will cease.

              (e)  In the case of any exchange described in Section 7.5(c), the
Trust will, on the date of such exchange, exchange Debentures having a principal
amount equal to a proportional amount of the aggregate liquidation amount of the
outstanding Common Securities, based on the ratio of the aggregate liquidation
amount of the Capital Securities exchanged pursuant to Section 7.5(c) divided by
the aggregate liquidation amount of the Capital Securities outstanding
immediately prior to such exchange, for such proportional amount of Common
Securities held by the Sponsor (which contemporaneously shall be canceled and no
longer be deemed to be outstanding); provided, that the Sponsor delivers or
causes to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the
date of Distribution on which such exchange is to occur.


              (f)  Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), the Debenture Issuer
or its subsidiaries may at any time and from time to time purchase outstanding
Capital Securities by tender, in the open market or by private agreement.

        SECTION 7.5.    Voting Rights of Capital Securities.

              (a)  Except as provided under Section 6.6, Section 11.1 and this
Article 7 and as otherwise required by the Business Trust Act, the Trust
Indenture Act and other applicable law, the Holders of the Capital Securities
shall have no voting rights.

              (b)  Subject to the requirement of the Property Trustee obtaining
at tax opinion in certain circumstances set forth in Section 7.5(d) below, the
Holders of a Majority in Liquidation


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<PAGE>   128
Amount of the Capital Securities voting separately as a class have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee, or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration, including the
right to direct the Property Trustee, as holder of the Debentures, to (i)
exercise the remedies available to it under the Indenture as a holder of the
Debentures; (ii) consent to any amendment or modification of the Indenture or
the Debentures where such consent shall be required or (iii) waive any past
default and its consequences that is waivable under Section 5.13 of the
Indenture; provided, however, that if an Indenture Event of Default has occurred
and is continuing, then the Holders of 25% of the aggregate liquidation amount
of the Capital Securities may direct the Property Trustee to declare the
principal of and interest on the Debentures due and payable; provided, further,
that where a consent or action under the Indenture would require the consent or
act of the holders of more than a majority of the aggregate principal amount of
Debentures affected thereby, only the Holders of the percentage of the aggregate
stated liquidation amount of the Capital Securities which is at least equal to
the percentage required under the Indenture may direct the Property Trustee to
give such consent to take such action.

              (c)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Capital Securities has made a written request, such
Holder of Capital Securities may, to the extent permitted by applicable law,
institute a legal proceeding directly against the Debenture Issuer to enforce
the Property Trustee's rights under the Indenture without first instituting any
legal proceeding against the Property Trustee or any other Person. In addition,
if a Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to make any interest,
principal or other required payments when due under the Indenture, then a Holder
of Capital Securities may directly institute a Direct Action against the
Debenture Issuer on or after the respective due date specified in the
Debentures.

              (d)  The Property Trustee shall notify all Holders of the Capital
Securities of any notice of any Indenture Event of Default received from the
Debenture Issuer with respect to the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes a Trust Enforcement Event.
Except with respect to directing the time, method, and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clause 7.5(b)(i) and (ii) above unless the
Property Trustee has obtained an opinion of independent tax counsel to the
effect that the Trust will not be classified as an association or publicly
traded partnership taxable as a corporation for United States federal income tax
purposes as a result of such action.

              (e)  In the event the consent of the Property Trustee, as the
holder of the Debentures, is required under the Indenture with respect to any
amendment or modification of the Indenture, the Property Trustee shall request
the direction of the Holders of the Capital Securities with respect to such
amendment or modification and shall vote with respect to such amendment or
modification as directed by not less than a majority in liquidation amount of
the Capital Securities voting together as a single class; provided, however,
that where a consent under the Indenture would require the consent of the
holders of more than a majority of the aggregate principal amount of the
Debentures, the Property Trustee may only give such consent at the



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<PAGE>   129


direction of the Holders of at least the same proportion in aggregate stated
liquidation amount of the Securities. The Property Trustee shall not take any
such action in accordance with the directions of the Holders of the Securities
unless the Property Trustee has obtained an opinion of independent tax counsel
to the effect that the Trust will not be classified as an association or
publicly traded partnership taxable as a corporation for United States federal
income tax purposes as a result of such action.

              (f)  A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

              (g)  Any required approval or direction of Holders of Capital
Securities may be given at a separate meeting of Holders of Capital Securities
convened for such purpose, at a meeting of all of the Holders of Securities or
pursuant to written consent. The Administrative Trustees will cause a notice of
any meeting at which Holders of Capital Securities are entitled to vote to be
mailed to each Holder of record of Capital Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

              (h)  No vote or consent of the Holders of Capital Securities shall
be required for the Trust to redeem and cancel Capital Securities or distribute
Debentures in accordance with this Declaration and the terms of the Securities.

              (i)  Notwithstanding that Holders of Capital Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Securities that are owned at such time by the Debenture Issuer, any
Administrative Trustee or any Person directly or indirectly controlled by, or
under direct or indirect common control with, the Debenture Issuer or any
Administrative Trustee, shall not be entitled to vote or consent and shall, for
purposes of such vote or consent, be treated as if such Securities were not
outstanding; provided, however, that Persons otherwise eligible to vote to whom
the Debenture Issuer or any of its subsidiaries have pledged Capital Securities
may vote or consent with respect to such pledged Capital Securities under any of
the circumstances described herein; provided, however, that in determining
whether the requisite vote or consent under any of the circumstances described
above has been obtained, only Capital Securities which a Responsible Officer of
the Property Trustee actually knows to be owned by the Debenture Issuer, any
Administrative Trustee or any Person directly or indirectly controlled by, or
under direct or indirect common control with the Debenture Issuer or any
Administrative Trustee, shall be disregarded.

              (j)  Subject to Sections 6.6(a) and 7.5(k), Holders of the Capital
Securities shall have no rights to appoint or remove the Trustees, who may be
appointed, removed or replaced solely by the Common Securities Holder.

              (k)  If an Indenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at such
time only by a Majority in Liquidation Amount of the Capital Securities.

         SECTION 7.6.   Voting Rights of Common Securities.

              (a)  Except as provided under Section 6.1(b), this Section 7.6 or
Section 11.1 or as otherwise required by the Business Trust Act, the Trust
Indenture Act or other applicable law or provided by the Declaration, the
Holders of the Common Securities will have no voting rights.


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<PAGE>   130
              (b)  Subject to Sections 6.6(a) and 7.5(k), the Holders of the
Common Securities shall be entitled, in accordance with Article VI of this
Declaration, to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees.

              (c)  Subject to Section 2.6 and only after all Trust Enforcement
Events with respect to the Capital Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
obtaining a tax opinion in certain circumstances set forth in this paragraph
(c), the Holders of a Majority in Liquidation Amount of the Common Securities
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee, or direct the exercise of any
trust or power conferred upon the Property Trustee under this Declaration,
including the right to direct the Property Trustee, as holder of the Debentures,
to (i) exercise the remedies available to it under the Indenture as a holder of
the Debentures, (ii) consent to any amendment or modification of the Indenture
or the Debentures where such consent shall be required or (iii) waive any past
default and its consequences that is waivable under Section 5.13 of the
Indenture; provided, however, that where a consent or action under the Indenture
would require the consent or act of the holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of
the percentage of the aggregate stated liquidation amount of the Common
Securities which is at least equal to the percentage required under the
Indenture may direct the Property Trustee to have such consent or take such
action. Except with respect to directing the time, method, and place of
conducting a proceeding for a remedy, the Property Trustee shall be under no
obligation to take any of the actions described in clause 7.6(c)(i) and (ii)
above unless the Property Trustee has obtained an opinion of independent tax
counsel to the effect that, as a result of such action, for United States
federal income tax purposes the Trust will not be classified as other than a
grantor trust.

              (d)  If the Property Trustee fails to enforce its rights under the
Debentures after a Holder of Common Securities has made a written request, such
Holder of Common Securities may, to the extent permitted by applicable law,
directly institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
Person.

              (e)  A waiver of an Indenture Event of Default with respect to the
Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

              (f)  Any required approval or direction of Holders of Common
Securities may be given at a separate meeting of Holders of Common Securities
convened for such purpose, at a meeting of all of the Holders of Securities or
pursuant to written consent. The Administrative Trustees will cause a notice of
any meeting at which Holders of Common Securities are entitled to vote to be
mailed to each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.

              (g)  No vote or consent of the Holders of the Common Securities
will be required for the Trust to redeem and cancel Common Securities or to
distribute Debentures in accordance


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<PAGE>   131


with the Declaration and the terms of the Securities.

         SECTION 7.7.   Paying Agent.

         The Trust shall maintain in the Borough of Manhattan, City of New York,
State of New York, an office or agency where the Capital Securities may be
presented for payment ("Paying Agent"). The Trust may appoint the paying agent
and may appoint one or more additional paying agents in such other locations as
it shall determine. The term "Paying Agent" includes any additional paying
agent. The Trust may change any Paying Agent without prior notice to the
Holders. The Trust shall notify the Property Trustee of the name and address of
any Paying Agent not a party to this Declaration. If the Trust fails to appoint
or maintain another entity as Paying Agent, the Property Trustee shall act as
such. The Trust or any of its Affiliates may act as Paying Agent. The Property
Trustee shall initially act as Paying Agent for the Securities. In the event the
Property Trustee shall no longer be the Paying Agent, the Administrative
Trustees shall appoint a successor (which shall be a bank or trust company
acceptable to the Debenture Issuer) to act as Paying Agent. The Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Property Trustee and the Debenture Issuer.

         SECTION 7.8.   Listing.

              The Sponsor shall use its best efforts to cause the Capital
Securities to be listed for quotation on the New York Stock Exchange.

         SECTION 7.9.   Transfer of Securities.

              (a)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. To the fullest extent permitted by law, any
transfer or purported transfer of any Security not made in accordance with this
Declaration shall be null and void.

              (b)  (i)  Subject to this Article 7, Capital Securities shall be
freely transferable.

                   (ii) The Holder of the Common Securities may not transfer the
              Common Securities except (A) in compliance with a consolidation,
              merger, sale, conveyance or lease of the Sponsor in compliance
              with Article VIII of the Indenture or (B) to the Sponsor or an
              Affiliate thereof in compliance with applicable law, including the
              Securities Act and applicable state securities and blue sky laws.
              To the fullest extent permitted by law, any attempted transfer of
              the Common Securities other than as set forth in the immediately
              preceding sentence shall be null and void.

              (c)  The Trust shall cause to be kept at the Corporate Trust
Office of the Property Trustee a register (the register maintained in such
office being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the



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Trust shall provide for the registration of Capital Securities and of transfers
of Capital Securities. The Property Trustee is hereby appointed "Security
Registrar" for the purpose of registering Capital Securities and transfers of
Capital Securities as herein provided.

               (d)  Upon surrender for registration of transfer of any Security
at an office or agency of the Trust designated for such purpose, an
Administrative Trustee on behalf of the Trust shall execute, and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of any authorized denominations and
of a like aggregate principal amount.

               (e)  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, an
Administrative Trustee on behalf of the Trust shall execute, and in the case of
Capital Securities the Property Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

              (f)  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Trust or the Property
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Trust and the Security Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.

              (g)  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Trust may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities.

              (h)  If the Securities are to be redeemed in part, the Trust shall
not be required (A) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of any such Securities selected
for redemption under Section 7.4 and ending at the close of business on the day
of such mailing, or (B) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

         SECTION 7.10.  Mutilated, Destroyed, Lost or Stolen Certificates.

If:

              (a)  any mutilated Certificates should be surrendered to the
         Administrative Trustees, or if the Administrative Trustees shall
         receive evidence to their satisfaction of the destruction, loss or
         theft of any Certificate; and

              (b)  there shall be delivered to the Administrative Trustees such
         security or indemnity as may be required by them to keep each of the
         Trustees, the Sponsor and the Trust harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a protected


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<PAGE>   133
purchaser (as defined in Article 8 of the UCC), any Administrative Trustee on
behalf of the Trust shall execute, and, in the case of Capital Securities the
Property Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like denomination. In connection with the issuance of any new Certificate under
this Section 7.10, the Administrative Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

         SECTION 7.11.  Deemed Security Holders.

         The Trustees may treat the Person in whose name any Certificate shall
be registered on the register of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

         SECTION 7.12.  Global Securities.

         On initial issuance, the Capital Securities shall be issued in
definitive form to the Sponsor. Upon transfer by the Sponsor of the Capital
Securities, the Capital Securities may be issued in the form of one or more
Global Securities. If the Capital Securities are to be issued in the form of one
or more Global Securities, then an Administrative Trustee on behalf of the Trust
shall execute and the Property Trustee shall authenticate and deliver one or
more Global Securities that (i) shall represent and shall be denominated in an
amount equal to the aggregate liquidation amount of all of the Capital
Securities to be issued in the form of Global Securities and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security
or the nominee of such Depositary, and (iii) shall be delivered by the Property
Trustee to such Depositary or pursuant to such Depositary's instructions. Global
Securities shall bear a legend substantially to the following effect:

         "This Capital Security is a Global Security within the meaning of the
         Declaration hereinafter referred to and is registered in the name of
         The Depository Trust Company, a New York corporation (the
         "Depositary"), or a nominee of the Depositary. This Capital Security is
         exchangeable for Capital Securities registered in the name of a person
         other than the Depositary or its nominee only in the limited
         circumstances described in the Declaration and no transfer of this
         Capital Security (other than a transfer of this Capital Security as a
         whole by the Depositary to a nominee of the Depositary or by a nominee
         of the Depositary to the Depositary or another nominee of the
         Depositary) may be registered except in limited circumstances.

         Unless this Capital Security Certificate is presented by an authorized
         representative of the Depositary to Comerica Capital Trust I or its
         agent for registration of transfer, exchange or payment, and any
         Capital Security Certificate


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<PAGE>   134

         issued is registered in the name of Cede & Co. or such other name as
         requested by an authorized representative of the Depositary (and any
         payment hereon is made to Cede & Co. or to such other entity as is
         requested by an authorized representative of the Depositary), ANY
         TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
         Co., has an interest herein."

         Capital Securities not represented by a Global Security issued in
exchange for all or a part of a Global Security pursuant to this Section 7.12
shall be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Property Trustee. Upon execution and
authentication, the Property Trustee shall deliver such Capital Securities not
represented by a Global Security to the Persons in whose names such definitive
Capital Securities are so registered.

         At such time as all interests in Global Securities have been redeemed,
repurchased or cancelled, such Global Securities shall be, upon receipt thereof,
cancelled by the Property Trustee in accordance with standing procedures of the
Depositary. At any time prior to such cancellation, if any interest in Global
Securities is exchanged for Capital Securities not represented by a Global
Security, redeemed, cancelled or transferred to a transferee who receives
Capital Securities not represented by a Global Security therefor or any Capital
Security not represented by a Global Security is exchanged or transferred for
part of Global Securities, the principal amount of such Global Securities shall,
in accordance with the standing procedures of the Depositary, be reduced or
increased, as the case may be, and an endorsement shall be made on such Global
Securities by the Property Trustee to reflect such reduction or increase.

         The Trust and the Property Trustee may for all purposes, including the
making of payments due on the Capital Securities, deal with the Depositary as
the authorized representative of the Holders for the purposes of exercising the
rights of Holders hereunder. The rights of the owner of any beneficial interest
in a Global Security shall be limited to those established by law and agreements
between such owners and depository participants provided, that no such agreement
shall give any rights to any Person against the Trust or the Property Trustee
without the written consent of the parties so affected. Multiple requests and
directions from and votes of the Depositary as holder of Capital Securities in
global form with respect to any particular matter shall not be deemed
inconsistent to the extent they do not represent an amount of Capital Securities
in excess of those held in the name of the Depositary or its nominee.

         If at any time the Depositary for any Capital Securities represented by
one or more Global Securities notifies the Trust that it is unwilling or unable
to continue as Depositary for such Capital Securities or if at any time the
Depositary for such Capital Securities shall no longer be eligible under this
Section 7.12, the Trust shall appoint a successor Depositary with respect to
such Capital Securities. If a successor Depositary for such Capital Securities
is not appointed by the Trust within 90 days after the Trust receives such
notice or becomes aware of such ineligibility, the Trust's election that such
Capital Securities be represented by one or more Global Securities shall no
longer be effective and the Trust shall execute, and the Property



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<PAGE>   135
Trustee will authenticate and deliver, Capital Securities in definitive
registered form, in any authorized denominations, in an aggregate liquidation
amount equal to the principal amount of the Global Security or Capital
Securities representing such Capital Securities in exchange for such Global
Security or Capital Securities.

         The Trust may at any time and in its sole discretion determine that the
Capital Securities issued in the form of one or more Global Securities shall no
longer be represented by a Global Security or Capital Securities. In such event
the Trust shall execute, and the Property Trustee, shall authenticate and
deliver, Capital Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Capital Securities representing such Capital
Securities, in exchange for such Global Security or Capital Securities.

         Notwithstanding any other provisions of this Declaration (other than
the provisions set forth in Section 7.9), Global Securities may not be
transferred as a whole except by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

         Interests of beneficial owners in a Global Security may be transferred
or exchanged for Capital Securities not represented by a Global Security and
Capital Securities not represented by a Global Security may be transferred or
exchanged for Global Securities in accordance with rules of the Depositary and
the provisions of Section 7.9.

                                   ARTICLE 8

                      DISSOLUTION AND TERMINATION OF TRUST

         SECTION 8.1.   Dissolution and Termination of Trust.


              (a)  The Trust shall dissolve upon the earliest of:

                   (i)   the bankruptcy of the Holder of the Common Securities
              or the Sponsor;

                   (ii)  the filing of a certificate of dissolution or its
              equivalent with respect to the Sponsor or the revocation of the
              Sponsor's charter and the expiration of 90 days after the date of
              revocation without a reinstatement thereof;

                   (iii) the entry of a decree of judicial dissolution of the
              Sponsor or the Trust;

                   (iv)  the time when all of the Securities shall have been
              called for redemption and the amounts then due shall have been
              paid to the Holders in accordance with the terms of the
              Securities;

                   (v)   at the Sponsor's election by notice and direction to
              the Property Trustee to


                                       45
<PAGE>   136

              distribute the Debentures to the Holders of the Securities in
              exchange for all of the Securities, subject to the receipt of any
              necessary approvals by the Federal Reserve that may then be
              required under the applicable capital guidelines or policies of
              the Federal Reserve; provided that the Sponsor will be required to
              obtain an opinion of an independent counsel that the distribution
              of the Debentures will not be taxable to the Holders of the
              Capital Securities for United States federal income tax purposes;
              or

                   (vi)  the time when all of the Administrative Trustees and
              the Sponsor shall have consented to dissolution of the Trust
              provided such action is taken before the issuance of any
              Securities.

              (b)  As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and upon completion of the winding up and
liquidation of the Trust, one of the Trustees shall terminate the Trust by
filing a certificate of cancellation with the Secretary of State of the State of
Delaware.

              (c)  The provisions of Section 4.2 and Article 9 shall survive the
termination of the Trust.

         SECTION 8.2.   Liquidation Distribution Upon Dissolution of the Trust.

              (a)  In the event of any dissolution event described in Section
8.1(a)(i), (ii) or (iii) (each a "Liquidation Event"), the Holders of the
Securities on the date of the Liquidation will be entitled to receive, out of
the assets of the Trust available for Distribution to Holders of Securities
after satisfaction of the Trust's liabilities to creditors, if any,
distributions in cash or other immediately available funds in an amount equal to
the aggregate of the stated liquidation amount of $___ per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"), unless, in connection with such
Liquidation Event, Debentures in an aggregate stated principal amount equal to
the aggregate stated liquidation amount of, with an interest rate identical to
the distribution rate of, and accumulated and unpaid interest equal to accrued
and unpaid Distributions on, such Securities shall be distributed on a Pro Rata
basis to the Holders of the Securities in exchange for such Securities.

              (b)  If, upon any such Liquidation Event, the Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust on the Securities shall be paid on a Pro
Rata basis. The Holders of the Common Securities will be entitled to receive
distributions upon any such Liquidation Event Pro Rata with the Holders of the
Capital Securities except that if an Indenture Event of Default has occurred and
is continuing, the Capital Securities shall have a preference over the Common
Securities with regard to such distributions as provided for in Section 7.1(b).

                                   ARTICLE 9


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<PAGE>   137

           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE
                               TRUSTEES OR OTHERS

         SECTION 9.1.   Liability.

              (a)  Except as expressly set forth in this Declaration, the
Guarantee and the terms of the Securities, the Sponsor:

                   (i)  shall not be personally liable for the return of any
              portion of the capital contributions (or any return thereon) of
              the Holders of the Securities which shall be made solely from
              assets of the Trust; and

                   (ii) shall not be required to pay to the Trust or to any
              Holder of Securities any deficit upon dissolution of the Trust or
              otherwise.

              (b)  Pursuant to Section 3803(a) of the Business Trust Act, the
Holder of the Common Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware; provided,
however, the Holders of the Common Securities shall be liable for all of the
debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust's assets.

              (c)  Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the Capital Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

         SECTION 9.2.   Exculpation.

              (a)  No Indemnified Person (other than the Sponsor and the
Debenture Trustee) shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.

              (b)  An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

         SECTION 9.3.   Fiduciary Duty.


                                       47
<PAGE>   138

              (a)  To the extent that, at law or in equity, an Indemnified
Person (other than the Sponsor and the Debenture Trustee) has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to any other
Covered Person, an Indemnified Person acting under this Declaration shall not be
liable to the Trust or to another Covered Person for its good faith reliance on
the provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified Person.

              (b)  Unless otherwise expressly provided herein:

                   (i)  whenever a conflict of interest exists or arises between
              any Covered Person and any Indemnified Person; or

                   (ii) whenever this Declaration or any other agreement
              contemplated herein or therein provides that an Indemnified Person
              shall act in a manner that is, or provides terms that are, fair
              and reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

              (c)  Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                   (i)  in its "discretion" or under a grant of similar
              authority, the Indemnified Person shall be entitled to consider
              such interests and factors as it desires, including its own
              interests, and shall have no duty or obligation to give any
              consideration to any interest of or factors affecting the Trust or
              any other Person; or

                   (ii) in its "good faith" or under another express standard,
              the Indemnified Person shall act under such express standard and
              shall not be subject to any other or different standard imposed by
              this Declaration or by applicable law.

         SECTION 9.4.   Indemnification.

                   (a)(i) The Debenture Issuer shall indemnify, to the full
              extent permitted by law, any Debenture Issuer Indemnified Person
              who was or is a party or is threatened to be made a party to any
              threatened, pending or completed action, suit



                                       48
<PAGE>   139
              or proceeding, whether civil, criminal, administrative or
              investigative (other than an action by or in the right of the
              Trust) by reason of the fact that he is or was a Debenture Issuer
              Indemnified Person 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 acted in good faith and in a manner he reasonably
              believed to be in or not opposed to the best interests of the
              Trust, and, with respect to any criminal action or proceeding, had
              no reasonable cause to believe his conduct was unlawful. 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
              Debenture Issuer Indemnified Person did not act in good faith and
              in a manner which he reasonably believed to be in or not opposed
              to the best interests of the Trust, and, with respect to any
              criminal action or proceeding, had reasonable cause to believe
              that his conduct was unlawful.

                   (ii)   The Debenture Issuer shall indemnify, to the full
              extent permitted by law, any Debenture Issuer Indemnified 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 the Trust to procure a judgment in its favor by reason of the
              fact that he is or was a Debenture Issuer Indemnified Person
              against expenses (including attorneys' fees) actually and
              reasonably incurred by him in connection with the defense or
              settlement of such action or suit if he acted in good faith and in
              a manner he reasonably believed to be in or not opposed to the
              best interests of the Trust and except that no such
              indemnification shall be made in respect of any claim, issue or
              matter as to which such Debenture Issuer Indemnified Person shall
              have been adjudged to be liable to the Trust unless and only to
              the extent that the Court of Chancery of Delaware or 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 such
              Court of Chancery or such other court shall deem proper.

                   (iii)  Any indemnification under paragraphs (i) and (ii) of
              this Section 9.4(a) (unless ordered by a court) shall be made by
              the Debenture Issuer only as authorized in the specific case upon
              a determination that indemnification of the Debenture Issuer
              Indemnified Person is proper in the circumstances because he has
              met the applicable standard of conduct set forth in paragraphs (i)
              and (ii). Such determination shall be made (1) by the
              Administrative Trustees by a majority vote of a quorum consisting
              of such Administrative Trustees who were not parties to such
              action, suit or proceeding, (2) if such a quorum is not
              obtainable, or, even if obtainable, if a quorum of disinterested
              Administrative Trustees so directs, by independent legal counsel
              in a written opinion, or (3) by the Common Security Holder of the
              Trust.

                   (iv)   Expenses (including attorneys' fees) incurred by a
              Debenture Issuer



                                       49
<PAGE>   140

              Indemnified Person in defending a civil, criminal, administrative
              or investigative action, suit or proceeding referred to in
              paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by
              the Debenture Issuer in advance of the final disposition of such
              action, suit or proceeding upon receipt of an undertaking by or on
              behalf of such Debenture Issuer Indemnified Person to repay such
              amount if it shall ultimately be determined that he is not
              entitled to be indemnified by the Debenture Issuer as authorized
              in this Section 9.4(a). Notwithstanding the foregoing, no advance
              shall be made by the Debenture Issuer if a determination is
              reasonably and promptly made (1) by the Administrative Trustees by
              a majority vote of a quorum of disinterested Administrative
              Trustees, (2) if such a quorum is not obtainable, or, even if
              obtainable, if a quorum of disinterested Administrative Trustees
              so directs, by independent legal counsel in a written opinion or
              (3) the Common Security Holder of the Trust, that, based upon the
              facts known to the Administrative Trustees, counsel or the Common
              Security Holder at the time such determination is made, such
              Debenture Issuer Indemnified Person acted in bad faith or in a
              manner that such person did not believe to be in or not opposed to
              the best interests of the Trust, or, with respect to any criminal
              proceeding, that such Debenture Issuer Indemnified Person believed
              or had reasonable cause to believe his conduct was unlawful. In no
              event shall any advance be made in instances where the
              Administrative Trustees, independent legal counsel or Common
              Security Holder reasonably determine that such person deliberately
              breached his duty to the Trust or its Common or Capital Security
              Holders.

                   (v)    The indemnification and advancement of expenses
              provided by, or granted pursuant to, the other paragraphs of this
              Section 9.4(a) shall not be deemed exclusive of any other rights
              to which those seeking indemnification and advancement of expenses
              may be entitled under any agreement, vote of stockholders or
              disinterested directors of the Debenture Issuer or Capital
              Security Holders of the Trust or otherwise, both as to action in
              his official capacity and as to action in another capacity while
              holding such office. All rights to indemnification under this
              Section 9.4(a) shall be deemed to be provided by a contract
              between the Debenture Issuer and each Debenture Issuer Indemnified
              Person who serves in such capacity at any time while this Section
              9.4(a) is in effect. Any repeal or modification of this Section
              9.4(a) shall not affect any rights or obligations then existing.

                   (vi)   The Debenture Issuer or the Trust may purchase and
              maintain insurance on behalf of any person who is or was a
              Debenture Issuer Indemnified Person against any liability asserted
              against him and incurred by him in any such capacity, or arising
              out of his status as such, whether or not the Debenture Issuer
              would have the power to indemnify him against such liability under
              the provisions of this Section 9.4(a).

                   (vii)  For purposes of this Section 9.4(a), references to
              "the Trust" shall include, in addition to the resulting or
              surviving entity, any constituent entity (including



                                       50
<PAGE>   141

              any constituent of a constituent) absorbed in a consolidation or
              merger, so that any person who is or was a director, trustee,
              officer or employee of such constituent entity, or is or was
              serving at the request of such constituent entity as a director,
              trustee, officer, employee or agent of another entity, shall stand
              in the same position under the provisions of this Section 9.4(a)
              with respect to the resulting or surviving entity as he would have
              with respect to such constituent entity if its separate existence
              had continued.

                   (viii) The indemnification and advancement of expenses
              provided by, or granted pursuant to, this Section 9.4(a) shall,
              unless otherwise provided when authorized or ratified, continue as
              to a person who has ceased to be a Debenture Issuer Indemnified
              Person and shall inure to the benefit of the heirs, executors and
              administrators of such a person. The obligation to indemnify as
              set forth in this Section 9.4(a) shall survive the resignation or
              removal of the Delaware Trustee or the Property Trustee or the
              termination of this Declaration.

              (b)  The Debenture Issuer agrees to indemnify (i) the Property
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee
or the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee or the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The provisions of this Section 9.4(b) shall survive the resignation
and removal of the Delaware Trustee or the Property Trustee and the satisfaction
and discharge of this Declaration. In addition, the Debenture Issuer has agreed
in the Indenture to pay the fees and expenses of the Delaware Trustee and the
Property Trustee.

         SECTION 9.5.   Outside Businesses.

         Subject to the provisions of Section 6.3, any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess
an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the activities of the
Trust, and the Trust and the Holders of Securities shall have no rights by
virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the activities of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property
Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if
presented to the Trust, could be taken by the Trust, and any Covered Person, the
Sponsor, the Delaware Trustee and the Property Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered


                                       51
<PAGE>   142

Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

                                   ARTICLE 10

                                   ACCOUNTING

         SECTION 10.1.  Fiscal Year.

         The fiscal year ("Fiscal Year") of the Trust shall be the calendar
year, or such other year as is required by the Code.

         SECTION 10.2.  Certain Accounting Matters.

              (a)  At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States federal income tax purposes. The books of account
and the records of the Trust shall be examined by and reported upon as of the
end of each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Administrative Trustees.

              (b)  The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders of Securities, an annual United States
federal income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

              (c)  The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Administrative Trustees on behalf of the Trust with any state or
local taxing authority.

         SECTION 10.3.  Banking.

         The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Account and no other funds of the Trust shall be deposited in the
Property Account. The sole signatories for such accounts shall be


                                       52
<PAGE>   143

designated by the Administrative Trustees; provided, however, that the Property
Trustee shall designate the signatories for the Property Account.

         SECTION 10.4.  Withholding.

         The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall
be deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claimed over withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.

                                   ARTICLE 11

                             AMENDMENTS AND MEETINGS

         SECTION 11.1.  Amendments.

              (a)  Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by the Sponsor and (i) the
Administrative Trustees (or, if there are more than two Administrative Trustees,
a majority of the Administrative Trustees) and (ii) the Property Trustee if the
amendment affects the rights, powers, duties, obligations or immunities of the
Property Trustee; and (iii) the Delaware Trustee if the amendment affects the
rights, powers, duties, obligations or immunities of the Delaware Trustee.

              (b)  No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                   (i)   unless, in the case of any proposed amendment, the
              Property Trustee shall have first received an Officers'
              Certificate from each of the Trust and the Sponsor that such
              amendment is permitted by, and conforms to, the terms of this
              Declaration (including the terms of the Securities);

                   (ii)  unless, in the case of any proposed amendment which
              affects the rights, powers, duties, obligations or immunities of
              the Property Trustee, the Property Trustee shall have first
              received:



                                       53
<PAGE>   144

                         a.   an Officers' Certificate from each of the Trust
                              and the Sponsor that such amendment is permitted
                              by, and conforms to, the terms of this Declaration
                              (including the terms of the Securities) and that
                              all conditions precedent to the execution and
                              delivery of such amendment have been satisfied;
                              and

                         b.   an opinion of counsel (who may be counsel to the
                              Sponsor or the Trust) that such amendment is
                              permitted by, and conforms to, the terms of this
                              Declaration (including the terms of the
                              Securities) and that all conditions precedent to
                              the execution and delivery of such amendment have
                              been satisfied; and

                   (iii) to the extent the result of such amendment would be
              to:

                         a.   cause the Trust to be classified as an association
                              or publicly traded partnership taxable as a
                              corporation for United States federal income tax
                              purposes;

                         b.   reduce or otherwise adversely affect the powers of
                              the Property Trustee in contravention of the Trust
                              Indenture Act; or

                         c.   cause the Trust to be deemed to be an Investment
                              Company required to be registered under the
                              Investment Company Act.

              (c)  If the Trust has issued any Securities that remain
outstanding:

                   (i)   Any amendment that would (a) change the amount or
              timing of any distribution of the Securities or otherwise
              adversely affect the amount of any distribution required to be
              made in respect of the Securities as of a specified date or (b)
              restrict the right of a Holder of Securities to institute suit for
              the enforcement of any such payment on or after such date, will
              entitle the Holders of such Securities, voting together as a
              single class, to vote on such amendment or proposal and such
              amendment or proposal shall not be effective except with the
              approval of each of the Holders of the Securities affected
              thereby; and

                   (ii)  Except as provided in Section 11.1(c)(i) hereof, any
              provision of this Declaration may be amended by the Trustee and
              the Sponsor with (i) the consent of the Holders representing not
              less than a Majority in Liquidation Amount of the Securities
              outstanding and (ii) receipt by the Trustees of an opinion of
              counsel to the effect that such amendment or the exercise of any
              power granted to the Trustees in accordance with such amendment
              will not affect the Trust's status as a grantor trust for United
              States federal income tax purposes or the Trust's exemption from
              status of an Investment Company.


                                       54
<PAGE>   145

              (d)  This Section 11.1 shall not be amended without the consent of
all of the Holders of the Securities.

              (e)  Article 4 shall not be amended without the consent of the
Holders of a Majority in Liquidation Amount of the Common Securities.

              (f)  The rights of the Holders of the Common Securities under
Article 5 to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
Liquidation Amount of the Common Securities.

              (g)  Notwithstanding Section 11.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:

                   (i)   cure any ambiguity or correct or supplement any
              provision in this Declaration that may be defective or
              inconsistent with any other provision of this Declaration,
              provided that such action pursuant to this clause (i) shall not
              adversely affect in any material respect the rights of the Holders
              of the Securities;

                   (ii)  add to the covenants, restrictions or obligations of
              the Sponsor;

                   (iii) to conform to any change in Rule 3a-5 of the Investment
              Company Act or written change in interpretation or application of
              Rule 3a-5 of the Investment Company Act by any legislative body,
              court, government agency or regulatory authority;

                   (iv)  to modify, eliminate and add to any provision of this
              Declaration to ensure that the Trust will be classified as an
              association or publicly traded partnership taxable as a
              corporation for United States federal income tax purposes at all
              times that any Securities are outstanding or to ensure that the
              Trust will not be required to register as an Investment Company
              under the Investment Company Act; or

                   (v)   to comply with the requirements of the Commission in
              order to effect or maintain the qualification of this Declaration
              under the Trust Indenture Act.

         SECTION 11.2.  Meetings of the Holders of Securities; Action by Written
Consent.

              (a)  Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Declaration, the
terms of the Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 10% in Liquidation Amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more calls in a writing stating that the signing Holders of Securities wish to
call a meeting and indicating the general or specific purpose for which the


                                       55
<PAGE>   146

meeting is to be called. Any Holders of Securities calling a meeting shall
specify in writing the Certificates held by the Holders of Securities exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

              (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                   (i)   notice of any such meeting shall be given to all the
              Holders of Securities having a right to vote thereat at least 7
              days and not more than 60 days before the date of such meeting.
              Whenever a vote, consent or approval of the Holders of Securities
              is permitted or required under this Declaration or the rules of
              any stock exchange on which the Capital Securities are listed or
              admitted for trading, such vote, consent or approval may be given
              at a meeting of the Holders of Securities. Any action that may be
              taken at a meeting of the Holders of Securities may be taken
              without a meeting and without prior notice if a consent in writing
              setting forth the action so taken is signed by the Holders of
              Securities owning not less than the minimum amount of Securities
              in liquidation amount that would be necessary to authorize or take
              such action at a meeting at which all Holders of Securities having
              a right to vote thereon were present and voting. Prompt notice of
              the taking of action without a meeting shall be given to the
              Holders of Securities entitled to vote who have not consented in
              writing. The Administrative Trustees may specify that any written
              ballot submitted to the Security Holders for the purpose of taking
              any action without a meeting shall be returned to the Trust within
              the time specified by the Administrative Trustees;

                   (ii)  each Holder of a Security may authorize any Person to
              act for it by proxy on all matters in which a Holder of Securities
              is entitled to participate, including waiving notice of any
              meeting, or voting or participating at a meeting. No proxy shall
              be valid after the expiration of 11 months from the date thereof
              unless otherwise provided in the proxy. Every proxy shall be
              revocable at the pleasure of the Holder of Securities executing
              such proxy. Except as otherwise provided herein, all matters
              relating to the giving, voting or validity of proxies shall be
              governed by the General Corporation Law of the State of Delaware
              relating to proxies, and judicial interpretations thereunder, as
              if the Trust were a Delaware corporation and the Holders of the
              Securities were stockholders of a Delaware corporation;

                   (iii) each meeting of the Holders of the Securities shall be
              conducted by the Administrative Trustees or by such other Person
              that the Administrative Trustees may designate; and

                   (iv)  unless the Business Trust Act, this Declaration, the
              terms of the Securities, the Trust Indenture Act or the listing
              rules of any stock exchange on which the Capital Securities are
              then listed for trading, otherwise provides, the Administrative
              Trustees, in their sole discretion, shall establish all other



                                       56
<PAGE>   147

              provisions relating to meetings of Holders of Securities,
              including notice of the time, place or purpose of any meeting at
              which any matter is to be voted on by any Holders of Securities,
              waiver of any such notice, action by consent without a meeting,
              the establishment of a record date, quorum requirements, voting in
              person or by proxy or any other matter with respect to the
              exercise of any such right to vote.


                                   ARTICLE 12

            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

         SECTION 12.1.  Representations and Warranties of the Property Trustee.

         The Trustee that acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

              (a)  the Property Trustee is a company duly organized and validly
         existing under the laws of the jurisdiction of its incorporation or
         organization, with trust power and authority to execute and deliver,
         and to carry out and perform its obligations under the terms of, this
         Declaration;

              (b)  the Property Trustee satisfies the requirements set forth in
         Section 6.3(a);

              (c)  the execution, delivery and performance by the Property
         Trustee of this Declaration have been duly authorized by all necessary
         corporate action on the part of the Property Trustee. This Declaration
         has been duly executed and delivered by the Property Trustee, and it
         constitutes a legal, valid and binding obligation of the Property
         Trustee, enforceable against it in accordance with its terms, subject
         to applicable bankruptcy, reorganization, moratorium, insolvency and
         other similar laws affecting creditors' rights generally and to general
         principles of equity and the discretion of the court (regardless of
         whether the enforcement of such remedies is considered in a proceeding
         in equity or at law);

              (d)  the execution, delivery and performance of this Declaration
         by the Property Trustee do not conflict with or constitute a breach of
         the articles of association or incorporation, as the case may be, or
         the by-laws (or other similar organizational documents) of the Property
         Trustee; and

              (e)  no consent, approval or authorization of, or registration
         with or notice to, any State or federal banking authority governing the
         trust powers of the Property Trustee is required for the execution,
         delivery or performance by the Property Trustee of this Declaration.

         SECTION 12.2.  Representations and Warranties of the Delaware Trustee.


                                       57
<PAGE>   148

         The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

              (a)  the Delaware Trustee satisfies the requirements set forth in
         Section 6.2, satisfies Trust Section 3807(a) of the Business Trust Act
         and has the power and authority to execute and deliver, and to carry
         out and perform its obligations under the terms of, this Declaration
         and, if it is not a natural person, is duly organized and validly
         existing under the laws of its jurisdiction of incorporation or
         organization;

              (b)  the Delaware Trustee has been authorized to perform its
         obligations under the Certificate of Trust and this Declaration. This
         Declaration under Delaware law constitutes a legal, valid and binding
         obligation of the Delaware Trustee, enforceable against it in
         accordance with its terms, subject to applicable bankruptcy,
         reorganization, moratorium, insolvency and other similar laws affecting
         creditors' rights generally and to general principles of equity and the
         discretion of the court (regardless of whether the enforcement of such
         remedies is considered in a proceeding in equity or at law); and

              (c)  no consent, approval or authorization of, or registration
         with or notice to, any State or federal banking authority governing the
         trust powers of the Delaware Trustee is required for the execution,
         delivery or performance by the Delaware Trustee of this Declaration.

                                   ARTICLE 13

                                  MISCELLANEOUS

         SECTION 13.1.  Notices.

         All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by registered or certified mail, as follows:

              (a)  if given to the Trust, in care of the Administrative Trustees
at the Trust's mailing address set forth below (or such other address as the
Trust may give notice of to the Property Trustee, the Delaware Trustee and the
Holders of the Securities):


                                c/o Comerica Incorporated
                                500 Woodward Avenue
                                Detroit, MI 48226
                                Attn:




                                       58
<PAGE>   149

              (b)  if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice of to
the Administrative Trustees, the Property Trustee and the Holders of the
Securities):

                                Chase Manhattan Bank USA, National Association
                                c/o JP Morgan Chase
                                Attn: Institutional Trust Services
                                500 Stanton Christiana Road, OPS4/3rd Floor
                                Newark, DE 19713

              (c)  if given to the Property Trustee, at its Corporate Trust
Office (or such other address as the Property Trustee may give notice of to the
Administrative Trustees, the Delaware Trustee and the Holders of the
Securities).

              (d)  if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice of to the Property Trustee, the
Delaware Trustee and the Trust):

                                Comerica Incorporated
                                -------------------------
                                500 Woodward Avenue
                                -------------------------
                                Detroit, MI 48226
                                -------------------------

              (e)  if given to any other Holder, at the address set forth on the
register of the Trust.

All such notices shall be deemed to have been given when received in person,
telecopied with receipt confirmed or mailed by first class mail, postage prepaid
except that if a notice or other document is refused delivery or cannot be
delivered because of a changed address of which no notice was given, such notice
or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.

         SECTION 13.2.  Governing Law.

         This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware.

         SECTION 13.3.  Intention of the Parties.

         It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The provisions
of this Declaration shall be interpreted in a manner consistent with such
classification.

         SECTION 13.4.  Headings.

         Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any
provision hereof.

         SECTION 13.5.  Successors and Assigns.



                                       59
<PAGE>   150

         Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

         SECTION 13.6.  Partial Enforceability.

If any provision of this Declaration, or the application of such provision to
any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

         SECTION 13.7.  Counterparts.

         This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each of the Trustees to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.

[The remainder of this page left blank intentionally; The signature page
follows.]




                                       60
<PAGE>   151


         IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

                                      COMERICA INCORPORATED,
                                        as Sponsor, as Common Securities Holder
                                        and as Debenture Issuer


                                      By:
                                         -----------------------
                                         Name:
                                         Title:

                                      CHASE MANHATTAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Property Trustee


                                      By:
                                         -----------------------
                                         Name:
                                         Title:


                                      CHASE MANHATTAN BANK USA,
                                      NATIONAL ASSOCIATION,
                                        as Delaware Trustee


                                      By:
                                         ------------------------------------
                                          Name:
                                          Title:


                                      Ronald D. Marks,
                                       as Administrative Trustee


                                      By:
                                         -----------------------


                                      ------------------,
                                        as Administrative Trustee


                                      By:
                                         -----------------------


                                      ------------------,
                                        as Administrative Trustee


                                      By:
                                         -----------------------


                                       61
<PAGE>   152



                                                                       EXHIBIT A



         [IF THE CAPITAL SECURITY IS TO BE A GLOBAL CAPITAL SECURITY, INSERT THE
FOLLOWING: THIS CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A
NOMINEE OF THE DEPOSITARY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO
TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

         UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REGISTERED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

CERTIFICATE NO. ___________        NUMBER OF CAPITAL SECURITIES:  _____________
CUSIP NO. _____________

                 CERTIFICATE EVIDENCING _____ CAPITAL SECURITIES
                                       OF
                            COMERICA CAPITAL TRUST I

                            _____ CAPITAL SECURITIES
                 (LIQUIDATION AMOUNT $___ PER CAPITAL SECURITY)
                            FULLY AND UNCONDITIONALLY
                       GUARANTEED BY COMERICA INCORPORATED

         COMERICA CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of __________capital securities of the
Trust representing undivided beneficial ownership interests in the assets of the
Trust designated the "_____ Capital Securities" (liquidation amount $___ per
Capital Security) (the "Capital Securities"). The Capital Securities are
transferable on the register of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer as provided in the Declaration (as defined below). The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Capital Securities represented hereby are issued and shall in all respects
be



                                      A-1
<PAGE>   153
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust, dated as of __________, as the same may be amended from time to time
(the "Declaration"), by and among COMERICA INCORPORATED, Ronald D. Marks,
__________________, and __________________, as Administrative Trustees, Chase
Manhattan Trust Company, N.A., as Property Trustee, and Chase Manhattan Bank
USA, National Association, as Delaware Trustee and the holders of undivided
beneficial ownership interests in the assets of the Trust. Capitalized terms
used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Guarantee to the
extent described therein. The Sponsor will provide a copy of the Declaration,
the Guarantee and the Indenture to a Holder without charge upon written request
to the Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal,
state and local income tax purposes, the Debentures as indebtedness and the
Capital Securities as evidence of undivided beneficial ownership interests in
the Debentures.

         This certificate and the rights of the Holders hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
(without regard to conflict of laws principles).

         IN WITNESS WHEREOF, the Trust has executed this certificate this ___day
of ____________.

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


                                       By:
                                          -----------------------------------
                                            Name:
                                            Title:  Administrative Trustee

         This is one of the Capital Securities referred to in the
within-mentioned Declaration.

                                       --------------------------,
                                         as Property Trustee



                                       By:
                                          -----------------------------------
                                            Authorized Officer



                                      A-2
<PAGE>   154




                                                                       EXHIBIT B




                 TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE
                    CONDITIONS SET FORTH IN THE DECLARATION
                               REFERRED TO BELOW.

CERTIFICATE NO. ________                 NUMBER OF COMMON SECURITIES:  ________

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                            COMERICA CAPITAL TRUST I

                             ____% COMMON SECURITIES
                  (LIQUIDATION AMOUNT $___ PER COMMON SECURITY)

         COMERICA CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that COMERICA
INCORPORATED (the "Holder") is the registered owner of common securities of the
Trust representing an undivided beneficial ownership interest in the assets of
the Trust designated the "_____% Common Securities" (liquidation amount $___ per
Common Security) (the "Common Securities"). The Common Securities are not
transferable and any attempted transfer thereof shall be void except as
permitted by applicable law and by Section 7.9(b)(ii) of the Declaration (as
defined below). The designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust, dated as of ____________ (as the
same may be amended from time to time, the "Declaration"), by and among Comerica
Incorporated, as Sponsor, Ronald D. Marks, __________________, and
__________________, as Administrative Trustees, Chase Manhattan Trust Company,
N.A., as Property Trustee, and Chase Manhattan Bank USA, National Association,
as Delaware Trustee, and the holders of undivided beneficial ownership interests
in the assets of the Trust. The Holder is entitled to the benefits of the
Guarantee to the extent described therein. Capitalized terms used herein but not
defined shall have the meaning given them in the Declaration. The Sponsor will
provide a copy of the Declaration, the Guarantee and the Indenture to the Holder
without charge upon written request to the Sponsor at its principal place of
business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal,
state and local income tax purposes, the Debentures as indebtedness and the
Common Securities as evidence of an undivided indirect beneficial ownership
interest in the Debentures.

         This certificate and the rights of the Holders hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
(without regard to conflict of laws principles).

                                      B-1
<PAGE>   155


         IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of _________________





                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:  Administrative Trustee





                                      B-2

<PAGE>   156


                                                                         Annex B
<PAGE>   157
================================================================================






                               GUARANTEE AGREEMENT


                          DATED AS OF __________, 2001


                                 BY AND BETWEEN


                             COMERICA INCORPORATED,
                                  AS GUARANTOR


                                       AND


              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                   AS TRUSTEE






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


<PAGE>   158





                             CROSS REFERENCE TABLE(1)

Section of Trust                                                 Section of
Indenture Act of                                                  Guarantee
1939, as amended                                                  Agreement
----------------                                                 ----------

310(a)...............................................................4.1(a)
310(b)..........................................................2.8; 4.1(c)
310(c).........................................................Inapplicable
311(a)...............................................................2.2(b)
311(b)...............................................................2.2(b)
311(c).........................................................Inapplicable
312(a)..........................................................2.2(a); 2.9
312(b)..........................................................2.2(b); 2.9
312(c)..................................................................2.9
313(a)..................................................................2.3
313(b)..................................................................2.3
313(c)..................................................................2.3
313(d)..................................................................2.3
314(a)..................................................................2.4
314(b).........................................................Inapplicable
314(c)..................................................................2.5
314(d).........................................................Inapplicable
314(e)..................................................................2.5
314(f).........................................................Inapplicable
315(a).......................................................3.1(d); 3.2(a)
315(b)...............................................................2.7(a)
315(c)...............................................................3.1(c)
315(d)...............................................................3.1(d)
316(a)..........................................................2.6; 5.4(a)
316(b)................................................................. 5.3
316(c)........................................................ Inapplicable
317(a).................................................................2.10
317(b).........................................................Inapplicable
318(a)...............................................................2.1(b)





--------
(1)      This Cross-Reference Table does not constitute part of the Agreement
         and shall not have any bearing upon the interpretation of any of its
         terms or provisions.


<PAGE>   159



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                                               PAGE

<S>                                                                                                            <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS..........................................................................5

         SECTION 1.1.               Interpretation and Definitions................................................5

ARTICLE 2 TRUST INDENTURE ACT.....................................................................................8

         SECTION 2.1.               Trust Indenture Act; Application..............................................8

         SECTION 2.2.               Lists of Holders of Securities................................................8

         SECTION 2.3.               Reports by Guarantee Trustee..................................................9

         SECTION 2.4.               Periodic Reports to Guarantee Trustee.........................................9

         SECTION 2.5.               Evidence of Compliance with Conditions Precedent..............................9

         SECTION 2.6.               Guarantee Event of Default; Waiver............................................9

         SECTION 2.7.               Guarantee Event of Default; Notice............................................9

         SECTION 2.8.               Conflicting Interests........................................................10

         SECTION 2.9.               Disclosure of Information....................................................10

         SECTION 2.10.              Guarantee Trustee May File Proofs of Claim...................................10

ARTICLE 3 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE.........................................................10

         SECTION 3.1.               Powers and Duties of Guarantee Trustee.......................................10

         SECTION 3.2.               Certain Rights of Guarantee Trustee..........................................12

         SECTION 3.3.               Not Responsible for Recitals or Issuance of Guarantee........................13

ARTICLE 4 GUARANTEE TRUSTEE......................................................................................14

         SECTION 4.1.               Guarantee Trustee; Eligibility...............................................14

         SECTION 4.2.               Appointment, Removal and Resignation of Guarantee Trustee....................14

ARTICLE 5 GUARANTEE..............................................................................................15

</TABLE>


<PAGE>   160

<TABLE>
<S>                                                                                                            <C>
         SECTION 5.1.               Guarantee....................................................................15

         SECTION 5.2.               Waiver of Notice and Demand..................................................15

         SECTION 5.3.               Obligations Not Affected.....................................................15

         SECTION 5.4.               Rights of Holders............................................................16

         SECTION 5.5.               Guarantee of Payment.........................................................17

         SECTION 5.6.               Subrogation..................................................................17

         SECTION 5.7.               Independent Obligations......................................................17

         SECTION 5.8.               Waiver Under Indenture and Debentures........................................17

ARTICLE 6 LIMITATION OF TRANSACTIONS; SUBORDINATION..............................................................17

         SECTION 6.1.               Limitation of Transactions; Subordination....................................17

         SECTION 6.2.               Ranking......................................................................18

         SECTION 6.3.               Subordination of Common Securities...........................................18

ARTICLE 7 TERMINATION............................................................................................18

         SECTION 7.1.               Termination..................................................................18

ARTICLE 8 INDEMNIFICATION........................................................................................19

         SECTION 8.1.               Exculpation..................................................................19

         SECTION 8.2.               Indemnification..............................................................19

ARTICLE 9 MISCELLANEOUS..........................................................................................19

         SECTION 9.1.               Successors and Assigns.......................................................19

         SECTION 9.2.               Amendments...................................................................19

         SECTION 9.3.               Notices......................................................................19

         SECTION 9.4.               Benefit......................................................................20

         SECTION 9.5.               Governing Law................................................................20

</TABLE>



<PAGE>   161



                               GUARANTEE AGREEMENT


                  This GUARANTEE AGREEMENT (the "Guarantee"), dated as of
________, 2001, is executed and delivered by COMERICA INCORPORATED, a Delaware
corporation (the "Guarantor"), and CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION, a _____________, as trustee (the "Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Securities
(as defined herein) of COMERICA CAPITAL TRUST I, a Delaware statutory business
trust (the "Trust").

                                    RECITALS

                  WHEREAS, pursuant to the Declaration (as defined herein), the
Trust may issue up to $________ aggregate liquidation amount of capital
securities, having a liquidation amount of $__ per security and designated the
"____ Capital Securities" of the Trust (the "Capital Securities") and up to
$_______ aggregate liquidation amount of common securities, having a liquidation
amount of $__ per security and designated the "____ Common Securities" of the
Trust (the "Common Securities" and, together with the Capital Securities, the
"Securities");

                  WHEREAS, as incentive for the Holders to purchase the
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Guarantee, to pay to the Holders of the Securities
the Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein; and

                  WHEREAS, if a Trust Enforcement Event (as defined herein) has
occurred and is continuing, the rights of holders of the Common Securities to
receive Guarantee Payments (as defined herein) under this Guarantee are
subordinated to the rights of Holders of Capital Securities to receive Guarantee
Payments under this Guarantee;

                  NOW, THEREFORE, in consideration of the purchase by each
Holder of Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee for the
benefit of the Holders.

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1.   Interpretation and Definitions.

              In this Guarantee, unless the context otherwise requires:

              (a)  capitalized terms used in this Guarantee but not defined in
         the preamble above have the respective meanings assigned to them in
         this Section 1.1;

              (b)  a term defined anywhere in this Guarantee has the same
         meaning throughout;

              (c)  all references to "the Guarantee" or "this Guarantee" are to
         this Guarantee as modified, supplemented or amended from time to time;


                                       5
<PAGE>   162

              (d)  all references in this Guarantee to Articles, Sections and
         Recitals are to Articles, Sections and Recitals of this Guarantee,
         unless otherwise specified;

              (e)  unless otherwise defined in this Guarantee, a term defined in
         the Trust Indenture Act has the same meaning when used in this
         Guarantee;

              (f)  a reference to the singular includes the plural and vice
         versa and a reference to any masculine form of a term shall include the
         feminine form of a term, as applicable; and

              (g)  the following terms have the following meanings:

              "Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act of 1933, as amended, or any successor rule thereunder.

              "Business Day" has the meaning specified in the Declaration.

              "Capital Securities" has the meaning specified in the Recitals
hereto.

              "Common Securities" has the meaning specified in the Recitals
hereto.

              "Corporate Trust Office" means the principal office of the
Guarantee Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of execution of this Guarantee
is located at _______________________

              "Covered Person" means a Holder or beneficial owner of Securities.

              "Debentures" means the series of junior subordinated debentures to
be issued by Comerica Incorporated designated the "_____ Junior Subordinated
Debentures due _____", held by the Property Trustee as defined in the
Declaration.

              "Declaration" means the Amended and Restated Declaration of Trust,
dated as of the date hereof, as amended, modified or supplemented from time to
time, among the trustees of the Trust named therein, the Guarantor, as sponsor,
and the Holders, from time to time, of undivided beneficial ownership interests
in the assets of the Trust.

              "Global Security" means a fully registered, global Capital
Security, as defined in the Indenture, representing the Capital Securities.

              "Guarantee Event of Default" means a default by the Guarantor on
any of its payment or other obligations under this Guarantee.

              "Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Securities, to the
extent not paid by or on behalf of the Trust: (i) any accumulated and unpaid
Distributions (as defined in the Declaration) that are required to be paid on
such Securities to the extent the Trust has sufficient funds available therefor
at the time, (ii) the redemption price, including all accumulated and unpaid
Distributions to the date of redemption, with respect to any Securities called
for redemption by the Trust, to the extent the Trust shall have sufficient funds
available therefor at the time or (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of the Trust (other than in connection
with the



                                       6
<PAGE>   163

distribution of Debentures to the Holders in exchange for Securities as provided
in the Declaration), the lesser of (a) the aggregate of the liquidation amount
and all accumulated and unpaid Distributions on the Securities to the date of
payment, to the extent the Trust has sufficient funds available therefor and (b)
the amount of assets of the Trust remaining available for distribution to
Holders in liquidation of the Trust (in either case, the "Liquidation
Distribution").

              "Guarantee Trustee" means Chase Manhattan Trust Company, National
Association, until a Successor Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Guarantee and thereafter
means each such Successor Guarantee Trustee.

              "Holder" means any holder of Securities, as registered on the
books and records of the Trust; provided, however, that, in determining whether
the Holders of the requisite percentage of Capital Securities have given any
request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor or any other obligor on the Capital
Securities.

              "Indemnified Person" means the Guarantee Trustee, any Affiliate of
the Guarantee Trustee, or any officers, directors, shareholders, members,
partners, employees, representatives, nominees, custodians or agents of the
Guarantee Trustee.

              "Indenture" means the Indenture, dated as of the date hereof, by
and between Comerica Incorporated and Chase Manhattan Trust Company, National
Association, as Trustee, and by any indenture supplemental thereto pursuant to
which the Debentures are to be issued to the Property Trustee, as defined in the
Declaration.

              "List of Holders" has the meaning assigned to it in Section 2.2
hereof.

              "Majority in Liquidation Amount" means, except as provided in the
terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Capital Securities or Holders of outstanding
Common Securities, voting separately as a class, who are the record owners of
more than 50% of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accumulated and
unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class. In determining
whether the Holders of the requisite amount of Securities have voted, Securities
which are owned by the Guarantor or any Affiliate of the Guarantor or any other
obligor on the Securities shall be disregarded for the purpose of any such
determination.

              "Officers' Certificate" means, with respect to any Person, a
certificate signed on behalf of such Person by two Authorized Officers (as
defined in the Declaration) of such Person. Any Officers' Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Guarantee shall include:

                   (i)   a statement that each officer signing the Officers'
              Certificate has read the covenant or condition and the definitions
              relating thereto;

                   (ii)  a brief statement of the nature and scope of the
              examination or


                                       7
<PAGE>   164

              investigation undertaken by each officer on behalf of such Person
              in rendering the Officers' Certificate;

                   (iii) a statement that each such officer has made such
              examination or investigation as, in such officer's opinion, is
              necessary to enable such officer on behalf of such Person to
              express an informed opinion as to whether or not such covenant or
              condition has been complied with; and

                   (iv)  a statement as to whether, in the opinion of each such
              officer acting on behalf of such Person, such condition or
              covenant has been complied with.

              "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

              "Redemption Price" has the meaning specified in the Declaration.

              "Responsible Officer" means, with respect to the Guarantee
Trustee, any officer with direct responsibility for the administration of this
Guarantee and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

              "Securities" has the meaning specified in the Recitals hereto.

              "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

              "Trust Enforcement Event" in respect of the Securities means an
Indenture Event of Default (as defined in the Indenture) has occurred and is
continuing in respect of the Debentures.

              "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.


                                   ARTICLE 2

                               TRUST INDENTURE ACT

         SECTION 2.1.   Trust Indenture Act; Application.  (a)  This Guarantee
is subject to the provisions of the Trust Indenture Act that are required to be
part of this Guarantee and shall, to the extent applicable, be governed by such
provisions.

              (b)  If and to the extent that any provision of this Guarantee
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         SECTION 2.2.   Lists of Holders of Securities. (a) The Guarantor
shall provide the Guarantee Trustee



                                       8
<PAGE>   165

(i) except while the Capital Securities are represented by one or more Global
Securities at least one Business Day prior to the date for payment of
Distributions, a list, in such form as the Guarantee Trustee may reasonably
require, of the names and addresses of the Holders of the Securities ("List of
Holders") as of the record date relating to the payment of such Distributions,
and (ii) at any other time, within 30 days of receipt by the Guarantor of a
written request from the Guarantee Trustee for a List of Holders as of a date no
more than 15 days before such List of Holders is given to the Guarantee Trustee;
provided that the Guarantor shall not be obligated to provide such List of
Holders at any time the List of Holders does not differ from the most recent
List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it, provided that the
Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

              (b)  The Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         SECTION 2.3.   Reports by Guarantee Trustee. Within 60 days after May
15 of each year (commencing with the year of the first anniversary of the
issuance of the Securities), the Guarantee Trustee shall provide to the Holders
of the Securities such reports as are required by Section 313 of the Trust
Indenture Act (if any) in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Guarantee Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

         SECTION 2.4.   Periodic Reports to Guarantee Trustee. The Guarantor
shall provide to the Guarantee Trustee such documents, reports and information
as required by Section 314(a) (if any) of the Trust Indenture Act and the
compliance certificate required by Section 314(a) of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314(a) of the Trust
Indenture Act, but in no event later than 120 days after the end of each
calendar year.

         SECTION 2.5.   Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

         SECTION 2.6.   Guarantee Event of Default; Waiver. The Holders of a
Majority in Liquidation Amount of the Capital Securities may, by vote or written
consent, on behalf of the Holders of all of the Securities, waive any past
Guarantee Event of Default and its consequences. Upon such waiver, any such
Guarantee Event of Default shall cease to exist, and any Guarantee Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Guarantee, but no such waiver shall extend to any subsequent or other
default or Guarantee Event of Default or impair any right consequent thereon.

         SECTION 2.7.   Guarantee Event of Default; Notice. (a) The Guarantee
Trustee shall, within 90 days after the occurrence of a Guarantee Event of
Default actually known to a Responsible Officer of the Guarantee Trustee,
transmit by mail, first class postage prepaid, to the Holders of the Securities,
notices of all such Guarantee Events of Default, unless such defaults have been
cured before the giving of such notice; provided, that the Guarantee Trustee
shall be protected in


                                       9
<PAGE>   166

withholding such notice if and so long as a Responsible Officer of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities.

              (b)  The Guarantee Trustee shall not be deemed to have knowledge
of any Guarantee Event of Default unless the Guarantee Trustee shall have
received written notice thereof or a Responsible Officer of the Guarantee
Trustee charged with the administration of the Declaration shall have obtained
actual knowledge thereof.

         SECTION 2.8.   Conflicting Interests. The Declaration shall be deemed
to be specifically described in this Guarantee for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.

         SECTION 2.9.   Disclosure of Information. The disclosure of information
as to the names and addresses of the Holders of the Securities in accordance
with Section 312 of the Trust Indenture Act, regardless of the source from which
such information was derived, shall not be deemed to be a violation of any
existing law, or any law hereafter enacted which does not specifically refer to
Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

         SECTION 2.10.  Guarantee Trustee May File Proofs of Claim. Upon the
occurrence of a Guarantee Event of Default, the Guarantee Trustee is hereby
authorized to (a) recover judgment, in its own name and as trustee of an express
trust, against the Guarantor for the whole amount of any Guarantee Payments
remaining unpaid and (b) file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have its claims and those of the
Holders of the Securities allowed in any judicial proceedings relative to the
Guarantor, its creditors or its property.

                                   ARTICLE 3

                          POWERS, DUTIES AND RIGHTS OF
                                GUARANTEE TRUSTEE

         SECTION 3.1.   Powers and Duties of Guarantee Trustee. This Guarantee
shall be held by the Guarantee Trustee on behalf of the Trust for the benefit of
the Holders of the Securities, and the Guarantee Trustee shall not transfer this
Guarantee to any Person except a Holder of Securities exercising his or her
rights pursuant to Section 5.4(b) or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee in and to this Guarantee shall automatically vest in any Successor
Guarantee Trustee, and such vesting and succession of title shall be effective
whether or not conveyance documents have been executed and delivered pursuant to
the appointment of such Successor Guarantee Trustee.

              (a)  If a Guarantee Event of Default actually known to a
Responsible Officer of the Guarantee Trustee has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee for the benefit of the Holders of
the Securities.


                                       10
<PAGE>   167

              (b)  The Guarantee Trustee, before the occurrence of any Guarantee
Event of Default and after the curing of all Guarantee Events of Default that
may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Guarantee, and no implied covenants shall be read
into this Guarantee against the Guarantee Trustee. In case a Guarantee Event of
Default has occurred (that has not been cured or waived pursuant to Section 2.6)
and is actually known to a Responsible Officer of the Guarantee Trustee, the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

              (c)  No provision of this Guarantee shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                   (i)   prior to the occurrence of any Guarantee Event of
              Default and after the curing or waiving of all such Guarantee
              Events of Default that may have occurred:

                         (A)  the duties and obligations of the Guarantee
                              Trustee shall be determined solely by the express
                              provisions of this Guarantee, and the Guarantee
                              Trustee shall not be liable except for the
                              performance of such duties and obligations as are
                              specifically set forth in this Guarantee, and no
                              implied covenants or obligations shall be read
                              into this Guarantee against the Guarantee Trustee;
                              and

                         (B)  in the absence of bad faith on the part of the
                              Guarantee Trustee, the Guarantee Trustee may
                              conclusively rely, as to the truth of the
                              statements and the correctness of the opinions
                              expressed therein, upon any certificates or
                              opinions furnished to the Guarantee Trustee and
                              conforming to the requirements of this Guarantee;
                              but in the case of any such certificates or
                              opinions that by any provision hereof are
                              specifically required to be furnished to the
                              Guarantee Trustee, the Guarantee Trustee shall be
                              under a duty to examine the same to determine
                              whether or not they conform to the requirements of
                              this Guarantee;

                   (ii)  the Guarantee Trustee shall not be liable for any error
              of judgment made in good faith by a Responsible Officer of the
              Guarantee Trustee, unless it shall be proved that the Guarantee
              Trustee was negligent in ascertaining the pertinent facts upon
              which such judgment was made;

                   (iii) the Guarantee Trustee shall not be liable with respect
              to any action taken or omitted to be taken by it in good faith in
              accordance with the direction of the Holders of not less than a
              Majority in Liquidation Amount of the Securities relating to the
              time, method and place of conducting any proceeding for any remedy
              available to the Guarantee Trustee, or exercising any trust or
              power conferred upon the Guarantee Trustee under this Guarantee;
              and


                                       11
<PAGE>   168


                   (iv)   no provision of this Guarantee shall require the
              Guarantee Trustee to expend or risk its own funds or otherwise
              incur personal financial liability in the performance of any of
              its duties or in the exercise of any of its rights or powers, if
              the Guarantee Trustee shall have reasonable grounds for believing
              that the repayment of such funds or liability is not reasonably
              assured to it under the terms of this Guarantee or if the
              Guarantee Trustee shall have reasonable grounds for believing that
              an indemnity, reasonably satisfactory to the Guarantee Trustee,
              against such risk or liability is not reasonably assured to it
              under the terms of this Guarantee.

         SECTION 3.2.   Certain Rights of Guarantee Trustee.  (a) Subject to the
provisions of Section 3.1:

                   (i)    The Guarantee Trustee may conclusively rely, and shall
              be fully protected in acting or refraining from acting upon, any
              resolution, certificate, statement, instrument, opinion, report,
              notice, request, direction, consent, order, bond, debenture, note,
              other evidence of indebtedness or other paper or document believed
              by it to be genuine and to have been signed, sent or presented by
              the proper party or parties;

                   (ii)   Any direction or act of the Guarantor contemplated by
              this Guarantee shall be sufficiently evidenced by an Officers'
              Certificate;

                   (iii)  Whenever, in the administration of this Guarantee, the
              Guarantee Trustee shall deem it desirable that a matter be proved
              or established before taking, suffering or omitting any action
              hereunder, the Guarantee Trustee (unless other evidence is herein
              specifically prescribed) may, in the absence of bad faith on its
              part, request and conclusively rely upon an Officers' Certificate
              which, upon receipt of such request, shall be promptly delivered
              by the Guarantor;

                   (iv)   The Guarantee Trustee shall have no duty to see to any
              recording, filing or registration or any instrument (or any
              rerecording, refiling or re-registration thereof);

                   (v)    The Guarantee Trustee may consult with counsel, and
              the advice or opinion of such counsel with respect to legal
              matters shall be full and complete authorization and protection in
              respect of any action taken, suffered or omitted by it hereunder
              in good faith and in accordance with such advice or opinion. Such
              counsel may be counsel to the Guarantor or any of its Affiliates
              and may include any of its employees. The Guarantee Trustee shall
              have the right at any time to seek instructions concerning the
              administration of this Guarantee from any court of competent
              jurisdiction;

                   (vi)   The Guarantee Trustee shall be under no obligation to
              exercise any of the rights or powers vested in it by this
              Guarantee at the request or direction of any Holder, unless such
              Holder shall have provided to the Guarantee Trustee such security
              and indemnity, reasonably satisfactory to the Guarantee Trustee,
              against the costs, expenses (including attorneys' fees and
              expenses and the expenses of the Guarantee Trustee's agents,
              nominees or custodians) and liabilities that might



                                       12
<PAGE>   169

              be incurred by it in complying with such request or direction,
              including such reasonable advances as may be requested by the
              Guarantee Trustee; provided, that nothing contained in this
              Section 3.2(a)(vi) shall be taken to relieve the Guarantee
              Trustee, upon the occurrence of a Guarantee Event of Default, of
              its obligation to exercise the rights and powers vested in it by
              this Guarantee;

                   (vii)  The Guarantee Trustee shall not be bound to make any
              investigation into the facts or matters stated in any resolution,
              certificate, statement, instrument, opinion, report, notice,
              request, direction, consent, order, bond, debenture, note, other
              evidence of indebtedness or other paper or document, but the
              Guarantee Trustee, in its discretion, may make such further
              inquiry or investigation into such facts or matters as it may see
              fit;

                   (viii) The Guarantee Trustee may execute any of the trusts or
              powers hereunder or perform any duties hereunder either directly
              or by or through agents, nominees, custodians or attorneys, and
              the Guarantee Trustee shall not be responsible for any misconduct
              or negligence on the part of any agent or attorney appointed with
              due care by it hereunder;

                   (ix)   Any action taken by the Guarantee Trustee or its
              agents hereunder shall bind the Holders, and the signature of the
              Guarantee Trustee or its agents alone shall be sufficient and
              effective to perform any such action. No third party shall be
              required to inquire as to the authority of the Guarantee Trustee
              to so act or as to its compliance with any of the terms and
              provisions of this Guarantee, both of which shall be conclusively
              evidenced by the Guarantee Trustee's or its agent's taking such
              action; and

                   (x)    Whenever in the administration of this Guarantee, the
              Guarantee Trustee shall deem it desirable to receive instructions
              with respect to enforcing any remedy or right or taking any other
              action hereunder, the Guarantee Trustee (i) may request written
              instructions from the Holders of a Majority in Liquidation Amount
              of the Securities, (ii) may refrain from enforcing such remedy or
              right or taking such other action until such written instructions
              are received and (iii) shall be protected in conclusively relying
              on or acting in accordance with such written instructions.

              (b)  No provision of this Guarantee shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent to act in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty.

         SECTION 3.3.   Not Responsible for Recitals or Issuance of Guarantee.
The recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Guarantee Trustee does not assume any responsibility for
their correctness. The Guarantee Trustee makes no representations as to the
validity or sufficiency of this Guarantee.


                                       13
<PAGE>   170

                                   ARTICLE 4

                                GUARANTEE TRUSTEE

         SECTION 4.1.   Guarantee Trustee; Eligibility.


              (a)  There shall be at all times a Guarantee Trustee which shall:

                   (i)  not be an Affiliate of the Guarantor; and

                   (ii) be a corporation organized and doing business under the
              laws of the United States of America or any state or territory
              thereof or of the District of Columbia, or a corporation or other
              Person permitted by the Securities and Exchange Commission to act
              as an institutional trustee under the Trust Indenture Act,
              authorized under such laws to exercise corporate trust powers,
              having a combined capital and surplus of at least 50 million U.S.
              dollars ($50,000,000), and subject to supervision or examination
              by federal, state, territorial or District of Columbia authority.
              If such corporation publishes reports of condition at least
              annually, pursuant to law or to the requirements of the
              supervising or examining authority referred to above, then, for
              the purposes of this Section 4.1(a)(ii), the combined capital and
              surplus of such corporation shall be deemed to be its combined
              capital and surplus as set forth in its most recent report of
              condition so published.

              (b)  If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 4.2(c).

              (c)  If the Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act.

         SECTION 4.2.   Appointment, Removal and Resignation of Guarantee
Trustee.

              (a)  Subject to Section 4.2(b), unless a Guarantee Event of
Default shall have occurred and be continuing, the Guarantee Trustee may be
appointed or removed with or without cause at any time by the Guarantor.

              (b)  The Guarantee Trustee shall not be removed in accordance with
Section 4.2(a) until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.

              (c)  The Guarantee Trustee appointed to office shall hold such
office until a Successor Guarantee Trustee shall have been appointed or until
its removal or resignation. The Guarantee Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
executed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall not take effect until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed by
such Successor Guarantee Trustee and delivered to the Guarantor and the
resigning Guarantee Trustee (or Successor


                                       14
<PAGE>   171


Guarantee Trustee, as the case may be).

              (d)  If no Successor Guarantee Trustee shall have been appointed
and accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of removal or resignation, the
removed or resigning Guarantee Trustee may petition any court of competent
jurisdiction for appointment of a Successor Guarantee Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Guarantee Trustee.

              (e)  No Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Guarantee Trustee.

              (f)  Upon termination of this Guarantee or removal or resignation
of the Guarantee Trustee (or Successor Guarantee Trustee, as the case may be)
pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee
(or Successor Guarantee Trustee, as the case may be) all amounts owing for fees
and reimbursement of expenses which have accrued to the date of such
termination, removal or resignation.

                                   ARTICLE 5

                                    GUARANTEE

         SECTION 5.1.   Guarantee. The Guarantor irrevocably and unconditionally
agrees to pay in full to the Holders the Guarantee Payments (without duplication
of amounts theretofore paid by the Trust), as and when due, regardless of any
defense, right of set-off or counterclaim that the Trust may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Trust to pay such amounts to the Holders. Notwithstanding anything to the
contrary herein, the Guarantor retains all of its rights under the Indenture to
extend the interest payment period on the Debentures pursuant to Section 3.11
thereof and the Guarantor shall not be obligated hereunder to make any Guarantee
Payments during any Extension Period (as defined in the certificate evidencing
the Debentures) with respect to the Distributions (as defined in the
Declaration) on the Securities.

         SECTION 5.2.   Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of this Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a proceeding
first against the Trust or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

         SECTION 5.3.   Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee shall be absolute
and unconditional and shall remain in full force and effect until the entire
liquidation amount of all outstanding Securities shall have been paid and such
obligation shall in no way be affected or impaired by reason of the happening
from time to time of any event, including without limitation, the following,
whether or not with notice to, or the consent of, the Guarantor:

              (a)  The release or waiver, by operation of law or otherwise, of
                   the performance or


                                       15
<PAGE>   172

                   observance by the Trust of any express or implied agreement,
                   covenant, term or condition relating to the Securities to be
                   performed or observed by the Trust;

              (b)  The extension of time for the payment by the Trust of all or
                   any portion of the Distributions, Redemption Price,
                   Liquidation Distribution or any other sums payable under the
                   terms of the Securities or the extension of time for the
                   performance of any other obligation under, arising out of, or
                   in connection with the Securities (other than an extension of
                   time for payment of Distributions, Redemption Price,
                   Liquidation Distribution or other sum payable that results
                   from the extension of any interest payment period on the
                   Debentures);

              (c)  Any failure, omission, delay or lack of diligence on the part
                   of the Property Trustee or the Holders to enforce, assert or
                   exercise any right, privilege, power or remedy conferred on
                   the Property Trustee or the Holders pursuant to the terms of
                   the Securities, or any action on the part of the Trust
                   granting indulgence or extension of any kind;

              (d)  The voluntary or involuntary liquidation, dissolution, sale
                   of any collateral, receivership, insolvency, bankruptcy,
                   assignment for the benefit of creditors, reorganization,
                   arrangement, composition or readjustment of debt of, or other
                   similar proceedings affecting, the Trust or any of the assets
                   of the Trust;

              (e)  Any invalidity of, or defect or deficiency in, the
                   Securities;

              (f)  The settlement or compromise of any obligation guaranteed
                   hereby or hereby incurred; or

              (g)  Any other circumstance whatsoever that might otherwise
                   constitute a legal or equitable discharge or defense of a
                   guarantor, it being the intent of this Section 5.3 that the
                   obligations of the Guarantor hereunder shall be absolute and
                   unconditional under any and all circumstances.

              There shall be no obligation of the Guarantee Trustee or the
Holders to give notice to, or obtain consent of the Guarantor or any other
Person with respect to the happening of any of the foregoing.

              No setoff, counterclaim, reduction or diminution of any
obligation, or any defense of any kind or nature that the Guarantor has or may
have against any Holder shall be available hereunder to the Guarantor against
such Holder to reduce the payments to it under this Guarantee.

         SECTION 5.4.   Rights of Holders.

              (a)  The Holders of at least a Majority in Liquidation Amount of
the Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee in respect of
this Guarantee or to direct the exercise of any trust or power conferred upon
the Guarantee Trustee under this Guarantee.

              (b)  If the Guarantee Trustee fails to enforce this Guarantee,
then any Holder of Securities may, subject to the subordination provisions of
Section 6.2, institute a legal proceeding



                                       16
<PAGE>   173

directly against the Guarantor to enforce the Guarantee Trustee's rights under
this Guarantee without first instituting a legal proceeding against the Trust,
the Guarantee Trustee or any other person or entity. In addition, if the
Guarantor has failed to make a Guarantee Payment, a Holder of Securities may,
subject to the subordination provisions of Section 6.2, directly institute a
proceeding against the Guarantor for enforcement of the Guarantee for such
payment to the Holder of the Securities of the principal of or interest on the
Debentures on or after the respective due dates specified in the Debentures, and
the amount of the payment will be based on the Holder's pro rata share of the
amount due and owing on all of the Securities. The Guarantor hereby waives any
right or remedy to require that any action on this Guarantee be brought first
against the Trust or any other person or entity before proceeding directly
against the Guarantor.

         SECTION 5.5.   Guarantee of Payment. This Guarantee creates a guarantee
of payment and not of collection.

         SECTION 5.6.   Subrogation. The Guarantor shall be subrogated to all
(if any) rights of the Holders of Securities against the Trust in respect of any
amounts paid to such Holders by the Guarantor under this Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Guarantee, if at the
time of any such payment, any amounts are due and unpaid under this Guarantee.
If any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

         SECTION 5.7.   Independent Obligations. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Trust with
respect to the Securities, and that the Guarantor shall be liable as principal
and as debtor hereunder to make Guarantee Payments pursuant to the terms of this
Guarantee notwithstanding the occurrence of any event referred to in subsections
5.3(a) through 5.3(g), inclusive, hereof.

         SECTION 5.8.   Waiver Under Indenture and Debentures. Any waiver by the
Holders of any rights under the Indenture or the Declaration shall constitute a
waiver of their rights hereunder to the full extent of such waiver.


                                   ARTICLE 6

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         SECTION 6.1.   Limitation of Transactions. So long as any Securities
remain outstanding, if (i) there shall have occurred an event of default under
the Indenture with respect to the Debentures, (ii) there shall be a Guarantee
Event of Default or (iii) the Guarantor shall have given notice of its election
of an Extension Period as provided in the certificate evidencing the Debentures
and shall not have rescinded such notice, or such Extension Period or any
extension thereof shall be continuing, then the Guarantor shall not, and shall
not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends
or distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Guarantor's capital stock or (y) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt


                                       17
<PAGE>   174

securities of the Guarantor that rank on a parity with or junior in interest to
the Debentures or make any guarantee payments with respect to any guarantee by
the Guarantor of the debt securities of any subsidiary of the Guarantor if such
guarantee ranks on a parity with or junior in interest to the Debentures (other
than (a) repurchases, redemptions or other acquisitions of shares of the
Guarantor's capital stock in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of the Guarantor's capital stock (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable default, Guarantee Event of
Default or Extension Period, as the case may be, (b) as a result of an exchange
or conversion of any class or series of the Guarantor's capital stock (or any
capital stock of a subsidiary of the Guarantor) for any class or series of the
Guarantor's capital stock or of any class or series of the Guarantor's
indebtedness for any class or series of the Guarantor's capital stock,
(c) the purchase of fractional interests in shares of the Guarantor's capital
stock pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any shareholders' rights plan, or the issuance of
rights, stock or other property under any such plan in the future, or the
redemption or repurchase of rights pursuant thereto, (e) payments under this
Guarantee with respect to the Securities ,or (f) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu with or
junior to such stock).

         SECTION 6.2.   Ranking. This Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of
payment to all Senior Debt (as defined in the Indenture) of the Guarantor in the
same manner and to the same extent as set forth in Article XIII of the
Indenture.

         SECTION 6.3.   Subordination of Common Securities. If a Trust
Enforcement Event has occurred and is continuing under the Declaration, the
rights of the holders of the Common Securities to receive Guarantee Payments
hereunder shall be subordinated to the rights of the Holders of the Capital
Securities to receive Guarantee Payments under this Guarantee.


                                    ARTICLE 7

                                   TERMINATION

                                   Termination.

              This Guarantee shall terminate upon (i) full payment of the
Redemption Price of all Securities, (ii) distribution of the Debentures to the
Holders of all the Securities or (iii) full payment of the amounts payable in
accordance with the Declaration upon liquidation of the Trust. Notwithstanding
the foregoing, this Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder of Securities must
restore payment of any sums paid under the Securities or under this Guarantee.





                                       18

<PAGE>   175

                                   ARTICLE 8

                                 INDEMNIFICATION

         SECTION 8.1.   Exculpation. No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Guarantor or any
Covered Person for any loss, damage, liability, expense or claim incurred by
reason of any act or omission performed or omitted by such Indemnified Person in
good faith in accordance with this Guarantee and in a manner that such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.

              (a)  An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders of Securities might
properly be paid.

         SECTION 8.2.   Indemnification. The Guarantor agrees to indemnify each
Indemnified Person for, and to hold each Indemnified Person harmless against any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The provisions of this
Section 8.2 shall survive the termination of this Guarantee or the resignation
or removal of the Guarantee Trustee.

                                   ARTICLE 9

                                  MISCELLANEOUS

         SECTION 9.1.   Successors and Assigns. All guarantees and agreements
contained in this Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the benefit of
the Holders of the Securities then outstanding.

         SECTION 9.2.   Amendments. Except with respect to any changes that do
not materially adversely affect the rights of the Holders (in which case no
consent of the Holders will be required), this Guarantee may not be amended
without the prior approval of the Holders of at least a Majority in Liquidation
Amount of the Securities. The provisions of Section 11.2 of the Declaration with
respect to meetings of, and action by written consent of, the Holders of the
Securities apply to the giving of such approval.

         SECTION 9.3.   Notices. All notices provided for in this Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered by hand, telecopied or mailed by registered or certified mail, as
follows:


                                       19
<PAGE>   176

              (a)  If given to the Guarantee Trustee, at the Guarantee Trustee's
mailing address set forth below (or such other address as the Guarantee Trustee
may give notice of to the Guarantor and the Holders of the Securities):



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



              (b)  If given to the Guarantor, at the Guarantor's mailing
addresses set forth below (or such other address as the Guarantor may give
notice of to the Guarantee Trustee and the Holders of the Securities):



                   Comerica Incorporated
                   Comerica Tower at Detroit Center
                   Detroit, Michigan 48226

              (c)  If given to any Holder of Securities, at the address set
forth on the books and records of the Trust.

              All such notices shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

         SECTION 9.4.   Benefit. This Guarantee is solely for the benefit of the
Holders of the Securities and, subject to Section 3.1(a), is not separately
transferable from the Securities.

         SECTION 9.5.   Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.




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<PAGE>   177


                   IN WITNESS WHEREOF, this Guarantee is executed as of the day
and year first above written.

                                       COMERICA INCORPORATED,
                                         as Guarantor


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:



                                       CHASE MANHATTAN TRUST COMPANY, NATIONAL
                                         ASSOCIATION, as Guarantee Trustee



                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:





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