<PAGE>   1
                                                                     EXHIBIT 4.3


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




                    AMENDED AND RESTATED DECLARATION OF TRUST


                                   Dated as of


                                  July 31, 2001


                                  By and Among


                             COMERICA INCORPORATED,
                                   as Sponsor


                                RONALD D. MARKS,
                            as Administrative Trustee


                                MARK W. YONKMAN,
                            as Administrative Trustee


                               MARVIN J. ELENBAAS,
                            as Administrative Trustee


              CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION,
                               as Property Trustee


                                       And


                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                               as Delaware Trustee



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

<PAGE>   2



                             CROSS REFERENCE TABLE(1)

<TABLE>
<CAPTION>
Section of Trust
Indenture Act of                                                                                    Section of
1939, as amended                                                                                     Agreement
----------------                                                                                     ---------
<S>                                                                                       <C>
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)
</TABLE>

--------

(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>   3


                                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
                  Certificate.....................................................................................2
                  Certificate of Trust............................................................................2
                  Closing Date....................................................................................2
                  Code............................................................................................2
                  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................................................................................3
                  Depositary......................................................................................3
                  Depositary Participant..........................................................................3
                  Direct Action...................................................................................3
                  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
                  Investment Company Act..........................................................................4
                  Investment Company Event........................................................................4
                  Legal Action....................................................................................4
                  List of Holders.................................................................................5
</TABLE>


                                       i


<PAGE>   4

<TABLE>
<S>                                                                                                              <C>
                  Majority in Liquidation Amount..................................................................5
                  New York Stock Exchange.........................................................................5
                  Officers' Certificate...........................................................................5
                  Paying Agent....................................................................................5
                  Payment Amount..................................................................................5
                  Person..........................................................................................5
                  Preferred Security..............................................................................5
                  Preferred Security Certificate..................................................................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.............................................................................6
                  Securities......................................................................................6
                  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............................................................................7
                  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................................................8
         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..............................................9
         SECTION 2.7.               Trust Enforcement Event; Notice..............................................11

ARTICLE 3 ORGANIZATION...........................................................................................12
</TABLE>


                                       ii


<PAGE>   5

<TABLE>
<S>                                                                                                              <C>
         SECTION 3.1.               Name and Organization........................................................12
         SECTION 3.2.               Office.......................................................................12
         SECTION 3.3.               Purpose......................................................................12
         SECTION 3.4.               Authority of Administrative Trustees.........................................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.............................................................22
         SECTION 3.12.              Execution of Documents.......................................................22
         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................................................................................................25

         SECTION 4.1.               Responsibilities of the Sponsor..............................................25
         SECTION 4.2.               Indemnification and Fees and Expenses of the Trustees........................26
         SECTION 4.3.               Compensation of the Trustees.................................................26

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..........................................................31
         SECTION 6.11.              Merger, Conversion, Consolidation or Succession to Business..................32

ARTICLE 7 TERMS OF SECURITIES....................................................................................32

         SECTION 7.1.               General Provisions Regarding Securities......................................32
         SECTION 7.2.               Distributions................................................................34
         SECTION 7.3.               Redemption of Securities.....................................................35
</TABLE>


                                      iii


<PAGE>   6

<TABLE>
<S>                                                                                                              <C>
         SECTION 7.4.               Redemption Procedures........................................................35
         SECTION 7.5.               Voting Rights of Preferred Securities........................................37
         SECTION 7.6.               Voting Rights of Common Securities...........................................40
         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......................................................43
         SECTION 7.12.              Global Securities............................................................43

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..........................47

         SECTION 9.1.               Liability....................................................................47
         SECTION 9.2.               Exculpation..................................................................47
         SECTION 9.3.               Fiduciary Duty...............................................................48
         SECTION 9.4.               Indemnification..............................................................49
         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...................................................................55
         SECTION 11.2.              Meetings of the Holders of Securities; Action by Written Consent.............57

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

         SECTION 13.1.              Notices......................................................................58
         SECTION 13.2.              Governing Law................................................................59
         SECTION 13.3.              Intention of the Parties.....................................................59
         SECTION 13.4.              Headings.....................................................................59
</TABLE>


                                       iv

<PAGE>   7

<TABLE>
<S>                                                                                                              <C>
         SECTION 13.5.              Successors and Assigns.......................................................59
         SECTION 13.6.              Partial Enforceability.......................................................59
         SECTION 13.7.              Counterparts.................................................................60
</TABLE>

EXHIBITS

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


                                       v

<PAGE>   8



                    AMENDED AND RESTATED DECLARATION OF TRUST

                  This AMENDED AND RESTATED DECLARATION OF TRUST (this
"Declaration"), dated as of July 31, is entered into by and among COMERICA
INCORPORATED, a Delaware corporation, as sponsor (the "Sponsor"), RONALD D.
MARKS, MARK W. YONKMAN, and MARVIN J. ELENBAAS, 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 interests in the assets of the 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 June 12, 2001 (the "Original Declaration"), and
a Certificate of Trust (the "Certificate of Trust") filed with the Secretary of
State of the State of Delaware on June 13, 2001;

                  WHEREAS, the sole purpose of the Trust shall be to issue
certain securities representing undivided beneficial 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 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 have the meanings assigned to them in this
         Section 1.1;

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


<PAGE>   9

                  (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 Preferred Securities
represented by a Global Security, the Persons who acquire an interest in the
Preferred 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 Detroit, Michigan or 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.

                  "Certificate" means a Common Security Certificate or a
Preferred Security Certificate.

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

                  "Closing Date" means the date on which the Preferred
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



                                       2
<PAGE>   10

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.

                  "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.



                                       3
<PAGE>   11

                  "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 Preferred
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.

                  "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).



                                       4
<PAGE>   12

                  "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 Preferred 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 Preferred 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 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.

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



                                       5
<PAGE>   13

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

                  "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 Preferred Securities, the Preferred 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 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 Preferred
Securities.

                                       6
<PAGE>   14

                  "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 Preferred 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 Preferred 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



                                       7
<PAGE>   15

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 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
Preferred 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



                                       8
<PAGE>   16

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 Preferred Securities), the
Property Trustee shall provide to the Holders of the Preferred 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
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
Preferred Securities may, by vote or written consent, on behalf of the Holders
of all of the Preferred Securities, waive any past Trust Enforcement Event in
respect of the Preferred 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



                                       9
<PAGE>   17

                           (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 Preferred
                  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 Preferred Securities arising therefrom shall be deemed
to have been cured, for every purpose of this Declaration and the Preferred
Securities, but no such waiver shall extend to any subsequent or other Trust
Enforcement Event with respect to the Preferred Securities or impair any right
consequent thereon. Any waiver by the Holders of the Preferred Securities of a
Trust Enforcement Event with respect to the Preferred 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 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 Preferred Securities have been
                  cured, waived or otherwise eliminated, and until such Trust
                  Enforcement Events with respect to the Preferred Securities
                  have been so cured, waived or otherwise eliminated, the
                  Property Trustee will be deemed to be acting solely on behalf
                  of



                                       10
<PAGE>   18

                  the Holders of the Preferred Securities and only the Holders
                  of the Preferred 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 Preferred Securities constitutes
a waiver of the corresponding Trust Enforcement Event with respect to the
Preferred 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 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.



                                       11
<PAGE>   19

                                    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, 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, 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 other than a grantor trust for United States federal income tax
purposes.

         By the acceptance of this Trust, the Trustees, the Sponsor, the Holders
of the Preferred 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.

                  (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



                                       12
<PAGE>   20

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 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 Preferred
Securities and the Common Securities in the manner specified in Section 7.1 and
issue the Preferred 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 Preferred 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 Preferred Securities and
Common Securities on the Closing Date;

                  (b) in connection with the issuance of the Preferred
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 Preferred
Securities in any State in which the Sponsor has determined to qualify or
register such Preferred Securities for sale;

                  (c) to acquire the Debentures in exchange for the issuance of
the Preferred 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
Preferred 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



                                       13
<PAGE>   21

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 Preferred 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;

                  (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 Preferred
Securities and the Holders of the Common Securities or to enable the Trust to
effect the purposes for which the Trust was created;



                                       14
<PAGE>   22

                  (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.

                  (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 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;



                                       15
<PAGE>   23

                           (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 Preferred 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 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



                                       16
<PAGE>   24

                  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 Preferred 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 Preferred 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
                  Preferred 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 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, principal or other required payments are otherwise payable
(or in the case of redemption, on the redemption date), then a Holder of
Preferred 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 Preferred 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 Preferred 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 Preferred
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
                  pursuant to the terms of the Securities; or



                                       17
<PAGE>   25

                           (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 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



                                       18
<PAGE>   26

                                             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 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;


                                       19
<PAGE>   27

                           (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, 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



                                       20
<PAGE>   28

                  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;

                           (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



                                       21
<PAGE>   29

                  are received, and (iii) shall be protected in conclusively
                  relying on or acting in 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 Preferred 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 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.


                                       22
<PAGE>   30

         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:

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

                                    b.       substitutes for the Preferred
                                             Securities other securities having
                                             substantially the same terms as the
                                             Preferred Securities (the
                                             "Successor Securities") so long as
                                             the Successor Securities rank the
                                             same as the Preferred 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 Preferred 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 Preferred Securities are then listed or quoted;



                                       23
<PAGE>   31

                           (iv) such merger, consolidation, amalgamation,
                  replacement, conveyance, transfer or lease does not cause the
                  Preferred 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 Preferred 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 Preferred 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

                                    c.       following such merger,
                                             consolidation, amalgamation or
                                             replacement, the Trust (or the
                                             Successor Entity) will continue to
                                             be classified as a grantor trust
                                             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 other than a grantor trust 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.




                                       24
<PAGE>   32
         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
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 Preferred 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




                                       25
<PAGE>   33

         statements on the applicable forms, including any amendments thereto,
         pertaining to the Preferred 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 Preferred 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
         Preferred 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 Preferred
         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 Preferred 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 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.



                                       26
<PAGE>   34

                                   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 Preferred 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 Preferred 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.

         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;


                                       27
<PAGE>   35

              (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 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


                                       28
<PAGE>   36

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, Mark W. Yonkman and Marvin J. Elenbaas, the business
address of all of whom is c/o Comerica Incorporated, 500 Woodward Avenue,
Detroit, Michigan 48226.

         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 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 Preferred 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 Preferred
              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


                                       29
<PAGE>   37

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 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.


                                       30
<PAGE>   38


         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 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.


                                       31
<PAGE>   39

              (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 preferred securities representing undivided beneficial interests in
the assets of the Trust and one class of common securities representing
undivided beneficial interests in the assets of the Trust.

                    (i) Preferred Securities. The Preferred Securities of the
              Trust have an aggregate liquidation amount with respect to the
              assets of the Trust of $350,000,000 with respect to the closing of
              the sale of Preferred Securities on the Closing Date. The
              Preferred Securities are hereby designated for identification
              purposes only as "7.60% Trust Preferred Securities" (the
              "Preferred Securities"). The Preferred Security Certificates
              evidencing the Preferred 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 Preferred 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 $10,824,750 with respect to the closing of the sale
              of Common Securities on the Closing Date. The Common Securities
              are hereby designated for identification purposes only as "7.60%
              Common Securities" (the "Common Securities" and, together with the
              Preferred Securities, the "Securities"). The Common Security
              Certificates evidencing the Common Securities shall be
              substantially in the form



                                       32
<PAGE>   40

              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 Preferred Securities and the Common Securities,
as applicable, shall be made Pro Rata based on the liquidation amount of such
Preferred 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 Preferred 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 Preferred 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 Preferred Securities then due and payable. The Trust
shall issue no securities or other interests in the assets of the Trust other
than the Preferred 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 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 Preferred 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 Preferred
Securities for original issue. The aggregate amount of Preferred 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


                                       33
<PAGE>   41

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 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 interests in the Debentures,
Holders shall be entitled to receive cumulative cash Distributions at the rate
per annum of 7.60% of the stated liquidation amount of $25 per Security.
Pursuant to the Indenture, the amount 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
Preferred 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 January 1, April 1, July
1 and October 1 of each year, commencing October 1, 2001, 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 7.60% 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 7.60% per annum and, as a
result, the Distributions on the Securities will accumulate and compound at the
rate of 7.60% 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


                                       34
<PAGE>   42

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. While the Preferred Securities are
represented by one or more Global Securities, the relevant record date shall be
the Business Day preceding such Distribution payment date; otherwise the
relevant record date shall be the fifteenth day (whether or not a Business Day)
preceding such Distribution Date. At all times, the Distribution payment dates
shall correspond to the interest payment 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).

         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

                                       35
<PAGE>   43

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.
Each Redemption/Distribution Notice shall be addressed to the Holders 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 Preferred Securities will be redeemed
Pro Rata (subject to Section 7.1(b)) and the Preferred 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 Preferred Securities shall relate, in
the case of any Preferred Security redeemed or to be redeemed only in part, to
the portion of the aggregate liquidation amount of Preferred 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 Preferred Securities represented by one or more Global
Securities, by 2:00 p.m., New York City time, on the 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 Preferred Securities and will
give the Depositary irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred 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

                                       36
<PAGE>   44


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
Preferred Securities, such Sponsor Affiliated Owner/Holder shall have the right
to deliver to the Property Trustee all or such portion of its Preferred
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
Preferred 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 Preferred 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 Preferred
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 Preferred
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 Preferred Securities exchanged pursuant to Section 7.5(c) divided
by the aggregate liquidation amount of the Preferred 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; and provided further
that 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.

              (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
Preferred Securities by tender, in the open market or by private agreement.

         SECTION 7.5. Voting Rights of Preferred 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 Preferred Securities
shall have no voting rights.



                                       37
<PAGE>   45

              (b) Subject to the requirement of the Property Trustee obtaining a
tax opinion in certain circumstances set forth in Section 7.5(d) below, the
Holders of a Majority in Liquidation Amount of the Preferred 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 Preferred 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 Preferred
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 Preferred Securities has made a written request,
such Holder of Preferred 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 Preferred 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 Preferred
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 other than a grantor trust 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 Preferred 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 Preferred 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

                                       38
<PAGE>   46


aggregate principal amount of the Debentures, the Property Trustee may only give
such consent at the 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 Preferred
Securities may be given at a separate meeting of Holders of Preferred Securities
convened for such purpose, at a meeting of all of the Holders or pursuant to
written consent. The Administrative Trustees will cause a notice of any meeting
at which Holders of Preferred Securities are entitled to vote to be mailed to
each Holder of record of Preferred 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 Preferred Securities
shall be required for the Trust to redeem and cancel Preferred Securities or
distribute Debentures in accordance with this Declaration and the terms of the
Securities.

              (i) Notwithstanding that Holders of Preferred 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 Preferred
Securities may vote or consent with respect to such pledged Preferred 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 Preferred 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
Preferred 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 Preferred Securities.




                                       39
<PAGE>   47

         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.

              (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 Preferred 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 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



                                       40

<PAGE>   48

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 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 Preferred 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 Preferred
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, Preferred 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.



                                       41
<PAGE>   49


              (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 Trust shall provide for the
registration of Preferred Securities and of transfers of Preferred Securities.
The Property Trustee is hereby appointed "Security Registrar" for the purpose of
registering Preferred Securities and transfers of Preferred 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
Preferred 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



                                       42
<PAGE>   50

              (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 purchaser (as defined in Article 8 of the UCC), any Administrative
Trustee on behalf of the Trust shall execute, and, in the case of Preferred
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 Preferred Securities shall be issued in
definitive form to the Sponsor. Upon transfer by the Sponsor of the Preferred
Securities, the Preferred Securities may be issued in the form of one or more
Global Securities. If the Preferred 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 Preferred
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 Preferred 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 Preferred Security
         is exchangeable for Preferred 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
         Preferred Security (other than a transfer of this Preferred Security as
         a whole by the Depositary to a nominee of the Depositary or by a
         nominee of the Depositary



                                       43
<PAGE>   51

         to the Depositary or another nominee of the Depositary) may be
         registered except in limited circumstances.

         Unless this Preferred 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
         Preferred Security Certificate 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."

         Preferred 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 Preferred Securities not
represented by a Global Security to the Persons in whose names such definitive
Preferred 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 Preferred Securities not represented by a Global
Security, redeemed, cancelled or transferred to a transferee who receives
Preferred Securities not represented by a Global Security therefor or any
Preferred 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 Preferred 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 Preferred 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 Preferred
Securities in excess of those held in the name of the Depositary or its nominee.

         If at any time the Depositary for any Preferred Securities represented
by one or more Global Securities notifies the Trust that it is unwilling or
unable to continue as Depositary for




                                       44
<PAGE>   52

such Preferred Securities or if at any time the Depositary for such Preferred
Securities shall no longer be eligible under this Section 7.12, the Trust shall
appoint a successor Depositary with respect to such Preferred Securities. If a
successor Depositary for such Preferred 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 Preferred Securities be
represented by one or more Global Securities shall no longer be effective and
the Trust shall execute, and the Property Trustee will authenticate and deliver,
Preferred Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Preferred Securities representing such Preferred
Securities in exchange for such Global Security or Preferred Securities.

         The Trust may at any time and in its sole discretion determine that the
Preferred Securities issued in the form of one or more Global Securities shall
no longer be represented by a Global Security or Preferred Securities. In such
event the Trust shall execute, and the Property Trustee shall authenticate and
deliver, Preferred Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount
of the Global Security or Preferred Securities representing such Preferred
Securities, in exchange for such Global Security or Preferred 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 Preferred Securities not represented by a Global Security and
Preferred 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;



                                       45
<PAGE>   53


                    (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 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 Preferred 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 Event will be entitled to receive, out
of the assets of the Trust available for distribution to Holders 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 $25 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
Preferred Securities except that if an Indenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a preference over the
Common Securities with regard to such distributions as provided for in Section
7.1(b).


                                       46

<PAGE>   54


                                   ARTICLE 9

           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 Preferred 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 Issuer) 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 might properly be paid.




                                       47
<PAGE>   55

         SECTION 9.3. Fiduciary Duty.

              (a) To the extent that, at law or in equity, an Indemnified Person
(other than the Sponsor and the Debenture Issuer) 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.




                                       48
<PAGE>   56

         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 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



                                       49
<PAGE>   57

              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 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 Preferred 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 Preferred
              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).



                                       50
<PAGE>   58

                    (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 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 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 Person,



                                       51
<PAGE>   59

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 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 designated by
the Administrative Trustees; provided, however, that the Property Trustee shall
designate the signatories for the Property Account.




                                       52
<PAGE>   60

         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:

                    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







                                       53
<PAGE>   61

                         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 other than a
                         grantor trust 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 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
              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; provided, however, that if an
              amendment proposed under this Section 11.1(c)(ii) would adversely
              affect only Holders of one class of Securities, then only the
              Holders of the affected class of Securities shall be entitled to
              vote on such amendment.

              (d) This Section 11.1 shall not be amended without the consent of
all of the Holders.




                                       54
<PAGE>   62

              (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 a
              grantor trust 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
Preferred 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 wish to
call a meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders calling a meeting shall specify in writing
the Certificates held by the Holders 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.


                                       55
<PAGE>   63

              (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders:

                    (i) notice of any such meeting shall be given to all the
              Holders 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 is permitted or required
              under this Declaration or the rules of any stock exchange on which
              the Preferred Securities are listed or admitted for trading, such
              vote, consent or approval may be given at a meeting of the
              Holders. Any action that may be taken at a meeting of the Holders
              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 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 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 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 Preferred Securities are
              then listed for trading, otherwise provides, the Administrative
              Trustees, in their sole discretion, shall establish all other
              provisions relating to meetings of Holders, including notice of
              the time, place or purpose of any meeting at which any matter is
              to be voted on by any Holders, 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.



                                       56
<PAGE>   64

                                   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.

         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,



                                       57
<PAGE>   65

         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:  Administrative Trustees

              (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 J.P. 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).



                                       58
<PAGE>   66

              (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
                              Attn: Mark W. Yonkman, MC 3391

              (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.

         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.



                                       59
<PAGE>   67

         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>   68


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



                                   CHASE MANHATTAN TRUST COMPANY.
                                   NATIONAL ASSOCIATION,
                                   as Property Trustee


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



                                   CHASE MANHATTAN BANK USA,
                                   NATIONAL ASSOCIATION,
                                   as Delaware Trustee


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


                                   RONALD D. MARKS,
                                   as Administrative Trustee



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

                                   MARK W. YONKMAN,
                                   as Administrative Trustee



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


                                   MARVIN J. ELENBAAS,
                                   as Administrative Trustee


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


                                       61
<PAGE>   69
                                                                       EXHIBIT A




         THIS PREFERRED 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 PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED
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 PREFERRED 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 PREFERRED 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 PREFERRED 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. 1             NUMBER OF PREFERRED SECURITIES:  14,000,000
CUSIP NO. 20034Y202

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                            COMERICA CAPITAL TRUST I

                        7.60% TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $25 PER PREFERRED 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 fourteen million (14,000,000)
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the "7.60% Trust Preferred Securities"
(liquidation amount $25 per Preferred Security) (the "Preferred Securities").
The Preferred 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 Preferred 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 July 31, 2001, as
the same may be amended from time to time (the




                                      A-1
<PAGE>   70

"Declaration"), by and among COMERICA INCORPORATED, RONALD D. MARKS,
__________________, and __________________, as Administrative Trustees, CHASE
MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee, and CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and the holders of
undivided beneficial 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
Preferred Securities as evidence of undivided beneficial 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 Preferred Securities referred to in the
within-mentioned Declaration.

                                       CHASE MANHATTAN TRUST COMPANY,
                                       NATIONAL ASSOCIATION
                                       as Property Trustee



                                       By:____________________________________
                                          Authorized Officer



                                      A-2
<PAGE>   71
                                                                       EXHIBIT B




                 TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE
                    CONDITIONS SET FORTH IN THE DECLARATION
                               REFERRED TO BELOW.


CERTIFICATE NO. 1                        NUMBER OF COMMON SECURITIES:  ________

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                            COMERICA CAPITAL TRUST I

                             7.60% COMMON SECURITIES
                  (LIQUIDATION AMOUNT $25 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 interest in the assets of the Trust
designated the "7.60% Common Securities" (liquidation amount $25 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 July 31, 2001 (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,
National Association, as Property Trustee, and Chase Manhattan Bank USA,
National Association, as Delaware Trustee, and the holders of undivided
beneficial 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 interest in
the Debentures.




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<PAGE>   72

         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







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