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                                                                    EXHIBIT 4(g)

                DECLARATION OF TRUST OF COMERICA CAPITAL TRUST II


 This DECLARATION OF TRUST, dated as of June 12, 2001 (this "Declaration"), is
entered by and among COMERICA INCORPORATED, a Delaware corporation, as sponsor
(the "Sponsor"), Chase Manhattan Bank USA, National Association, a national
banking association, as trustee (the "Delaware Trustee"), Chase Manhattan Trust
Company, National Association, a national banking association, as trustee (the
"Property Trustee"), and Ronald D. Marks, as trustee (the "Administrative
Trustee" and collectively with the Delaware Trustee and the Property Trustee,
the "Trustees").

The Sponsor and the Trustees hereby agree as follows:

1.       The trust created hereby (the "Trust") shall be known as "Comerica
         Capital Trust II", in which name the Trustees, or the Sponsor to the
         extent provided herein, may conduct the business of the Trust, make and
         execute contracts, and sue and be sued.

2.       The Sponsor hereby assigns, transfers, conveys and sets over to the
         Trust the sum of ten dollars ($10.00), which amount shall constitute
         the initial trust estate. It is the intention of the parties hereto
         that the Trust created hereby constitute a business trust under Chapter
         38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
         (the "Business Trust Act"), and that this document constitutes the
         governing instrument of the Trust. The Trustees are hereby authorized
         and directed to execute and file a certificate of trust with the
         Delaware Secretary of State.

3.       The Sponsor and the Trustees will enter into an amended and restated
         declaration of trust, satisfactory to each such party (and
         substantially in the form included as an exhibit to the 1933 Act
         Registration Statement (as defined below)), to provide for the
         contemplated operation of the Trust created hereby and the issuance of
         preferred securities (the "Preferred Securities") and common securities
         by the Trust as such securities will be described therein. Prior to the
         execution and delivery of such amended and restated declaration of
         trust, the Trustees shall not have any duty or obligation hereunder or
         with respect to the trust estate, except as otherwise required by
         applicable law or as may be necessary to obtain prior to such execution
         and delivery and licenses, consents or approvals required by applicable
         law or otherwise.

4.       The Sponsor, as sponsor of the Trust, is hereby authorized and directed
         (i) to prepare and file with the Securities and Exchange Commission
         (the "Commission") (a) a Registration Statement on Form S-3 (the "1933
         Act Registration Statement"), including any pre-effective or
         post-effective amendments to the 1933 Act Registration Statement,
         relating to the registration under the Securities Act of 1933, as
         amended, of the Preferred Securities of the Trust and possibly certain
         other securities and (b) a Registration Statement on Form 8-A (the
         "1934 Act Registration Statement") (including all pre-effective and
         post-effective amendments thereto) relating to the registration of the
         Preferred Securities of the Trust under the Securities Exchange Act of
         1934, as amended; (ii) to file with the New


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         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 Preferred Securities to be listed
         on any of the Exchanges; (iii) to negotiate and execute an underwriting
         agreement among the Trust, the Sponsor and the underwriter(s) thereto
         relating to the offer and sale of the Preferred Securities,
         substantially in the form included or to be incorporated as an exhibit
         to the 1933 Act Registration Statement, (iv) to execute and file such
         applications, reports, surety bonds, irrevocable consents, appointments
         of attorneys for service of process and other papers and documents as
         shall be necessary or desirable to register the Preferred Securities
         under the securities or "Blue Sky" laws of such jurisdictions as the
         Sponsor, on behalf of the Trust, may deem necessary or desirable and
         (v) to execute and deliver letters or documents to, or instruments for
         filing with, a depository relating to the Preferred Securities of the
         Trust. It is hereby acknowledged and agreed that in connection with any
         document referred to in clauses (i), (ii) and (iv) above, Chase
         Manhattan Bank USA, National Association and Chase Manhattan Trust
         Company, National Association, in their capacities as trustees of the
         Trust, shall not be required to join in any such filing or execute on
         behalf of the Trust any such document unless required by the rules and
         regulations of the Commission, the Exchanges or state securities or
         blue sky laws, and in such case only to the extent so required.

5.       This Declaration may be executed in one or more counterparts.

6.       The number of Trustees initially shall be three (3) and thereafter the
         number of Trustees shall be such number as shall be fixed from time to
         time by a written instrument signed by the Sponsor which may increase
         or decrease the number of Trustees; provided that, to the extent
         required by the Business Trust Act, one Trustee shall be an entity that
         has its principal place of business in the State of Delaware. Subject
         to the foregoing, the Sponsor is entitled to appoint or remove without
         cause any Trustee at any time. The Trustees may resign upon thirty days
         prior notice to the Sponsor.

7.       Chase Manhattan Bank USA, National Association, in its capacity as
         trustee, shall not have the powers or the duties of the Property
         Trustee or the Administrative Trustee set forth herein (except as may
         be required under the Business Trust Act) and shall be a Trustee
         hereunder for the sole and limited purpose of fulfilling the
         requirements of Section 3807(a) of the Business Trust Act.

8.       The Trust may be dissolved and terminated before the issuance of the
         Preferred Securities at the election of the Sponsor.

9.       The Sponsor hereby agrees to (i) reimburse the Trustees for all
         reasonable expenses (including reasonable fees and expenses of counsel
         and other experts) and (ii) indemnify, defend and hold harmless the
         Trustees and any of the officers, directors, employees and agents of
         the Trustees (the "Indemnified Persons") from and against any and all
         losses, damages, liabilities, claims, actions, suits, costs, expenses,
         disbursements (including the


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         reasonable fees and expenses of counsel), taxes and penalties of any
         kind and nature whatsoever (collectively, "Expenses"), to the extent
         that such Expenses arise out of, or are imposed upon, or are asserted
         at any time against, such Indemnified Persons with respect to the
         performance of this Declaration, the creation, operation or termination
         of the Trust or the transactions contemplated hereby; provided,
         however, that the Sponsor shall not be required to indemnify any
         Indemnified Person for any Expenses which are a result of the willful
         misconduct, bad faith or gross negligence of such Indemnified Person.

10.      This Declaration shall be governed by and construed in accordance with
         the laws of the State of Delaware.

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

                              COMERICA INCORPORATED, as Sponsor


                              By: /s/ Mark W. Yonkman
                                 ----------------------------------------
                                   Name:
                                   Title: First Vice President, Assistant
                                          Secretary and General Counsel -
                                          Investment Bank & Corporate Finance


                              CHASE MANHATTAN TRUST COMPANY,
                              National Association, as trustee of the Trust

                              By: /s/ D. Kovach
                                 -------------------------------------------
                                      Name:  D. Kovach
                                      Title: Assistant Vice President

                              CHASE MANHATTAN BANK USA,
                              NATIONAL ASSOCIATION,
                              as trustee of the Trust

                              By: /s/ Denis Kelly
                                 -------------------------------------------
                                      Name:  Denis Kelly
                                      Title: Assistant Vice President

                              RONALD D. MARKS, as trustee of the Trust

                              By: /s/ Ronald D. Marks
                                 -------------------------------------------