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EXHIBIT 4(g)
DECLARATION OF TRUST OF COMERICA CAPITAL TRUST II
This DECLARATION OF TRUST, dated as of June 12, 2001 (this "Declaration"), is
entered by and among COMERICA INCORPORATED, a Delaware corporation, as sponsor
(the "Sponsor"), Chase Manhattan Bank USA, National Association, a national
banking association, as trustee (the "Delaware Trustee"), Chase Manhattan Trust
Company, National Association, a national banking association, as trustee (the
"Property Trustee"), and Ronald D. Marks, as trustee (the "Administrative
Trustee" and collectively with the Delaware Trustee and the Property Trustee,
the "Trustees").
The Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as "Comerica
Capital Trust II", in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of ten dollars ($10.00), which amount shall constitute
the initial trust estate. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
(the "Business Trust Act"), and that this document constitutes the
governing instrument of the Trust. The Trustees are hereby authorized
and directed to execute and file a certificate of trust with the
Delaware Secretary of State.
3. The Sponsor and the Trustees will enter into an amended and restated
declaration of trust, satisfactory to each such party (and
substantially in the form included as an exhibit to the 1933 Act
Registration Statement (as defined below)), to provide for the
contemplated operation of the Trust created hereby and the issuance of
preferred securities (the "Preferred Securities") and common securities
by the Trust as such securities will be described therein. Prior to the
execution and delivery of such amended and restated declaration of
trust, the Trustees shall not have any duty or obligation hereunder or
with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery and licenses, consents or approvals required by applicable
law or otherwise.
4. The Sponsor, as sponsor of the Trust, is hereby authorized and directed
(i) to prepare and file with the Securities and Exchange Commission
(the "Commission") (a) a Registration Statement on Form S-3 (the "1933
Act Registration Statement"), including any pre-effective or
post-effective amendments to the 1933 Act Registration Statement,
relating to the registration under the Securities Act of 1933, as
amended, of the Preferred Securities of the Trust and possibly certain
other securities and (b) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of
1934, as amended; (ii) to file with the New
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York Stock Exchange or any other national stock exchange or The Nasdaq
National Market (each, an "Exchange") and execute on behalf of the
Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be listed
on any of the Exchanges; (iii) to negotiate and execute an underwriting
agreement among the Trust, the Sponsor and the underwriter(s) thereto
relating to the offer and sale of the Preferred Securities,
substantially in the form included or to be incorporated as an exhibit
to the 1933 Act Registration Statement, (iv) to execute and file such
applications, reports, surety bonds, irrevocable consents, appointments
of attorneys for service of process and other papers and documents as
shall be necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the
Sponsor, on behalf of the Trust, may deem necessary or desirable and
(v) to execute and deliver letters or documents to, or instruments for
filing with, a depository relating to the Preferred Securities of the
Trust. It is hereby acknowledged and agreed that in connection with any
document referred to in clauses (i), (ii) and (iv) above, Chase
Manhattan Bank USA, National Association and Chase Manhattan Trust
Company, National Association, in their capacities as trustees of the
Trust, shall not be required to join in any such filing or execute on
behalf of the Trust any such document unless required by the rules and
regulations of the Commission, the Exchanges or state securities or
blue sky laws, and in such case only to the extent so required.
5. This Declaration may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to
time by a written instrument signed by the Sponsor which may increase
or decrease the number of Trustees; provided that, to the extent
required by the Business Trust Act, one Trustee shall be an entity that
has its principal place of business in the State of Delaware. Subject
to the foregoing, the Sponsor is entitled to appoint or remove without
cause any Trustee at any time. The Trustees may resign upon thirty days
prior notice to the Sponsor.
7. Chase Manhattan Bank USA, National Association, in its capacity as
trustee, shall not have the powers or the duties of the Property
Trustee or the Administrative Trustee set forth herein (except as may
be required under the Business Trust Act) and shall be a Trustee
hereunder for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Business Trust Act.
8. The Trust may be dissolved and terminated before the issuance of the
Preferred Securities at the election of the Sponsor.
9. The Sponsor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel
and other experts) and (ii) indemnify, defend and hold harmless the
Trustees and any of the officers, directors, employees and agents of
the Trustees (the "Indemnified Persons") from and against any and all
losses, damages, liabilities, claims, actions, suits, costs, expenses,
disbursements (including the
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reasonable fees and expenses of counsel), taxes and penalties of any
kind and nature whatsoever (collectively, "Expenses"), to the extent
that such Expenses arise out of, or are imposed upon, or are asserted
at any time against, such Indemnified Persons with respect to the
performance of this Declaration, the creation, operation or termination
of the Trust or the transactions contemplated hereby; provided,
however, that the Sponsor shall not be required to indemnify any
Indemnified Person for any Expenses which are a result of the willful
misconduct, bad faith or gross negligence of such Indemnified Person.
10. This Declaration shall be governed by and construed in accordance with
the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be duly
executed as of the day and year first above written.
COMERICA INCORPORATED, as Sponsor
By: /s/ Mark W. Yonkman
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Name:
Title: First Vice President, Assistant
Secretary and General Counsel -
Investment Bank & Corporate Finance
CHASE MANHATTAN TRUST COMPANY,
National Association, as trustee of the Trust
By: /s/ D. Kovach
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Name: D. Kovach
Title: Assistant Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as trustee of the Trust
By: /s/ Denis Kelly
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Name: Denis Kelly
Title: Assistant Vice President
RONALD D. MARKS, as trustee of the Trust
By: /s/ Ronald D. Marks
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