8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2007

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-10706	38-1998421
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226

(Address of principal executive offices) (zip code)

(313) 222-6317

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     Comerica Incorporated, a Delaware corporation (“Comerica”), and Comerica Capital Trust II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), closed on February 20, 2007 the public offering of $500,000,000 aggregate liquidation amount of 6.576% Capital Securities (the “Capital Securities”), and the Trust used the proceeds from such issuance, together with the proceeds of the issuance of the Trust’s common securities, to purchase 6.576% Capital Efficient Notes due 2082 (the “CENts”), from Comerica, pursuant to an Underwriting Agreement, dated February 13, 2007, among Comerica, the Trust, J.P. Morgan Securities Inc. Inc., as representative of the several underwriters named in Schedule 1 thereto. The Capital Securities are fully, irrevocably and unconditionally guaranteed on a subordinated basis by Comerica pursuant to a Guarantee Agreement (the “Guarantee”) between Comerica and The Bank of New York, as Guarantee Trustee. The terms of the Capital Securities are set forth in the Amended and Restated Declaration of Trust and Trust Agreement dated as of February 20, 2007, among Comerica, The Bank of New York, as Property Trustee, The Bank of New York (DE), as Delaware Trustee, the Administrative Trustee named therein and the Holders named therein (the “Trust Agreement”). The CENts were issued pursuant to an Indenture (the “Indenture”) dated July 31, 2001, between Comerica and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association) as supplemented by the First Supplemental Indenture, dated February 20, 2007, between Comerica and The Bank of New York, as trustee (the “First Supplemental Indenture”). The Capital Securities, the CENts and the Guarantee have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File Nos. 333-138924 and 333-138924-01). Copies of the Underwriting Agreement, the Trust Agreement, the Indenture, the First Supplemental Indenture, the Guarantee and the related forms of securities are included as Exhibits 1.1 – 4.6 hereto, and are incorporated herein by reference.

     On February 20, 2007, in connection with the closing of the Capital Securities offering, Comerica entered into a Replacement Capital Covenant (the “RCC”), whereby Comerica agreed for the benefit of certain of its debtholders named therein that it would not cause the redemption or repurchase of the Capital Securities or the CENts unless such repurchases or redemptions are made from the proceeds of the issuance of certain qualified securities and pursuant to the other terms and conditions set forth in the RCC. A copy of the RCC is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

     (d) Exhibits

1.1	Underwriting Agreement dated February 13, 2007, among Comerica Incorporated, Comerica Capital Trust II and the Underwriters named therein.
4.1	First Supplemental Indenture dated as of February 20, 2007 to Indenture dated as of July 31, 2001 between Comerica Incorporated and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association).
4.2	Indenture dated as of July 31, 2001 between Comerica and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association) (filed as Exhibit 4.1 to Comerica’s Current Report on Form 8-K dated July 31, 2001, and incorporated by reference herein).

4.3	Form of 6.576% Capital Efficient Note due 2082 (included in Exhibit 4.1).
4.4	Amended and Restated Declaration of Trust and Trust Agreement dated as of February 20, 2007, among Comerica Incorporated; The Bank of New York, as Property Trustee; The Bank of New York (DE), as Delaware Trustee; the Administrative Trustee named therein; and the Holders named therein.
4.5	Form of 6.576% Capital Security (included in Exhibit 4.3).
4.6	Guarantee Agreement dated as of February 20, 2007, between Comerica Incorporated and The Bank of New York.
5.1	Opinion of Robert W. Spencer, Jr., Esq. dated February 20, 2007.
5.2	Opinion of Richards, Layton & Finger, P.A. dated February 20, 2007.
8.1	Opinion of Wachtell, Lipton, Rosen & Katz dated February 20, 2007 as to tax matters.
99.1	Replacement Capital Covenant dated as of February 20, 2007 executed by Comerica Incorporated.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMERICA INCORPORATED
By:	/s/ Jon W. Bilstrom
Name:		Jon W. Bilstrom
Title:		Executive Vice President-Governance,
		Regulatory Relations and Legal Affairs,
		and Secretary

Date: February 21, 2007

EXHIBIT INDEX

Exhibit No.          Description

1.1	Underwriting Agreement dated February 13, 2007, among Comerica Incorporated, Comerica Capital Trust II and the Underwriters named therein.
4.1	First Supplemental Indenture dated as of February 20, 2007 to Indenture dated as of July 31, 2001 between Comerica Incorporated and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association).
4.2	Indenture dated as of July 31, 2001 between Comerica and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association) (filed as Exhibit 4.1 to Comerica’s Current Report on Form 8-K dated July 31, 2001, and incorporated by reference herein).
4.3	Form of 6.576% Capital Efficient Note due 2082 (included in Exhibit 4.1).
4.4	Amended and Restated Declaration of Trust and Trust Agreement dated as of February 20, 2007, among Comerica Incorporated; The Bank of New York, as Property Trustee; The Bank of New York (DE), as Delaware Trustee; the Administrative Trustee named therein; and the Holders named therein.
4.5	Form of 6.576% Capital Security (included in Exhibit 4.3).
4.6	Guarantee Agreement dated as of February 20, 2007, between Comerica Incorporated and The Bank of New York.
5.1	Opinion of Robert W. Spencer, Jr., Esq. dated February 20, 2007.
5.2	Opinion of Richards, Layton & Finger, P.A. dated February 20, 2007.
8.2	Opinion of Wachtell, Lipton, Rosen & Katz dated February 20, 2007 as to tax matters.
99.1	Replacement Capital Covenant dated as of February 20, 2007 executed by Comerica Incorporated.

EX-1.1

Exhibit 1.1

Comerica Capital Trust II

6.576% Capital Securities

(liquidation amount $1,000 per Capital Security)
guaranteed to the extent set forth in the Guarantee Agreement by
Comerica Incorporated

Underwriting Agreement

February 13, 2007

J.P. Morgan Securities Inc.
  As Representative of the several Underwriters listed
  in Schedule 1 hereto

c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

     Comerica Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), proposes to sell to the underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 of its 6.576% Capital Securities, liquidation amount $1,000 per capital security (the “Capital Securities”). The Capital Securities will be guaranteed (the “Guarantee”) by Comerica Incorporated, a Delaware corporation (“Comerica” or the “Company”), to the extent described in a Guarantee Agreement to be dated as of February 20, 2007 (the “Guarantee Agreement”) between the Company and The Bank of New York, as trustee (the “Guarantee Trustee”). The Trust will use the proceeds from the sale of the Capital Securities to purchase from the Company $500,000,000 aggregate principal amount of its 6.576% Capital Efficient Notes due 2082 (the “Junior Subordinated Debentures” and, together with the Capital Securities and the Guarantee, the “Securities”) to be issued under an Indenture dated as of July 31, 2001 between the Company and The Bank of New York, as trustee (as successor to Chase Manhattan Trust Company, National Association) (the “Note Trustee”), as supplemented by the First Supplemental Indenture dated as of February 20, 2007 (the “First Supplemental Indenture”) between the Company and the Note Trustee (together, the “Indenture”). The Trust was created under Delaware law in 2001 pursuant to a Declaration of Trust, as amended by the Amended and Restated Declaration of Trust dated November 22, 2006 and executed by Comerica, as sponsor, and by Paul E. Burdiss, as administrative trustee (the “Administrative Trustee”) of the Trust, The Bank of New York, as property trustee (the “Property Trustee”) and by The Bank of New York (Delaware), as Delaware trustee (the “Delaware Trustee”) and, and as further amended by the Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of the date hereof, among Comerica, as sponsor, the Administrative Trustee, the Delaware Trustee and the Property Trustee (collectively, the “Trust Agreement”). The Company will be the owner of all

of the undivided beneficial ownership interests represented by the common securities (the “Common Securities”) of the Trust. Under the terms of the Trust Agreement, the Company shall pay, under certain circumstances, certain expenses of the Trust.

     In addition, the Company will enter into a Replacement Capital Covenant to be dated the date hereof (the “Replacement Capital Covenant”) (as described in the Time of Sale Information and the Prospectus) for the benefit of a specified class of Covered Debtholders (as defined in the Replacement Capital Covenant) pursuant to which the Company will covenant not to redeem, repurchase or purchase, as applicable, the Junior Subordinated Debentures on or before February 2, 2062, unless the Company complies with certain specified conditions.

     This Agreement, the Indenture, the Trust Agreement, the Guarantee Agreement and the Replacement Capital Covenant are collectively referred to as the “Transaction Documents.”

     Each of the Company and the Trust hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Capital Securities, as follows:

     1. Registration Statement. The Trust and the Company have prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement on Form S-3 (File No. 333-138924) including a prospectus, for the registration under the Securities Act of the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of the Underwriters pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

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     At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus dated February 13, 2007, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto as constituting part of the Time of Sale Information.

     2. Purchase of the Capital Securities by the Underwriters. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Trust agrees to sell, and the Company agrees to cause the Trust to sell, to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, the liquidation amount of the Capital Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of $1,000 (the “Purchase Price”) per Capital Security, plus any accumulated distributions thereon. In consideration of such purchases, the proceeds of which will be used to purchase the Junior Subordinated Debentures, the Company shall pay to the Underwriters as compensation, in immediately available funds, on the Closing Date (as defined below) $10 per Capital Security, or an aggregate of $5,000,000. The Trust will not be obligated to deliver any of the Capital Securities except upon payment for all the Capital Securities to be purchased as provided herein.

     (b) The Trust understands that the Underwriters intend to make a public offering of the Capital Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Capital Securities on the terms set forth in the Prospectus. The Trust acknowledges and agrees that the Underwriters may offer and sell Capital Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Capital Securities purchased by it to or through any Underwriter.

     (c) Payment for and delivery of the Capital Securities will be made at the offices of Mayer, Brown, Rowe & Maw LLP at 10:00 A.M., New York City time, on February 20, 2007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.

     (d) Payment for the Capital Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Trust to the Representatives against delivery of the Capital Securities in the form of one or more permanent global securities in definitive form deposited with or on behalf of The Bank of New York as custodian for The Depository Trust Company (“DTC”) for credit to the respective accounts of the Underwriters and registered in the name of Cede & Co., as nominee for DTC. Interests in the permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus.

     (e) The Trust and the Company each acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Trust with respect to the offering of Capital Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Trust or any other person (including the Company). Additionally, neither the

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Representatives nor any other Underwriter is advising the Trust, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Trust and the Company shall each consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Trust or the Company with respect thereto. Any review by the Underwriters of the Trust or the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Trust or the Company. The Trust and the Company each agree that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency or fiduciary duty to the Trust or the Company, in connection with the purchase and sale of the Capital Securities pursuant to this Agreement or the process leading to such purchase and sale.

     3. Representations and Warranties. Each of the Company and the Trust, jointly and severally, represents and warrants to each Underwriter that:

     (a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor the Trust makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Trust in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.

     (b) Time of Sale Information. The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor the Trust makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Trust in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

     (c) Issuer Free Writing Prospectus. Neither the Company nor the Trust (including the agents and representatives of either, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Capital Securities (each such communication by the Company or the Trust or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an

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“Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as included the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor the Trust makes any representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Trust in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

     (d) Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Company nor the Trust makes any representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Trust in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

     (e) Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to

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state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (f) Organization and Good Standing of the Company. The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under the Securities (a “Material Adverse Effect”).

     (g) Organization and Good Standing of Significant Subsidiaries. Each significant subsidiary (as defined in Regulation S-X promulgated by the Commission) of the Company (each a “Significant Subsidiary”) has been duly organized and is validly existing and in good standing under the laws of its jurisdictions of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct its business in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable (except as provided by 12 U.S.C. §55 or any comparable provision of applicable state law); and the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects other than such liens, encumbrances and defects which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (h) Organization and Good Standing of the Trust. The Trust has been duly created and is validly existing as a statutory trust in good standing under the Delaware Statutory Trust Act (the “Delaware Statutory Trust Act”) with trust power and authority to own property and conduct its business; the Trust has conducted and will conduct no business other than the transactions contemplated by this Agreement and as described in the Registration Statement, the Time of Sale Information and the Prospectus; the Trust is not a party to or bound by any agreement or instrument other than this Agreement and the Trust Agreement, and the holders, from time to time, of undivided beneficial ownership interests in the assets of the Trust, and the

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agreements and instruments contemplated by the Trust Agreement and described in the Registration Statement, the Time of Sale Information and the Prospectus; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the agreements and instruments contemplated by the by the Trust Agreement and described in the Registration Statement, the Time of Sale Information and the Prospectus; and the Trust is not a party or subject to any action, suit or proceeding of any nature.

     (i) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization” and all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable.

     (j) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Trust.

     (k) Trust Agreement. The Trust Agreement has been duly authorized, and when executed and delivered by the Company, as Sponsor, and the Administrative Trustee, and, assuming due authorization, execution and delivery thereof by the Property Trustee and the Delaware Trustee, will constitute a valid and legally binding obligation of the Company and the Trust, enforceable against the Company and the Trust in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform to the description thereof contained in the Time of Sale Information and the Prospectus. The Administrative Trustee is currently an employee of the Company and has been duly authorized by the Company to serve in such capacity and to execute and deliver the Trust Agreement. The Trust Agreement has been duly qualified under the Trust Indenture Act.

     (l) Capital Securities and Common Securities. The Capital Securities and the Common Securities have been duly and validly authorized and, when issued and delivered in exchange for the Junior Subordinated Debentures as described above, will be duly and validly issued and fully paid and the Capital Securities will be non-assessable; and the Capital Securities and the Common Securities, when issued and delivered, will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus.

     (m) Indenture. The Indenture has been duly authorized and, when the First Supplemental Indenture has been executed and delivered by the Company, assuming due execution and delivery thereof by the Indenture Trustee, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus.

     (n) Junior Subordinated Debentures. The Junior Subordinated Debentures have been duly authorized and, when duly executed, authenticated and delivered as provided in the Indenture and paid for on the Closing Date, will be duly and validly issued and outstanding and

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will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles; and the Junior Subordinated Debentures, when issued and delivered, will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act.

     (o) Guarantee Agreement. The Guarantee Agreement has been duly authorized by the Company, and when executed and delivered by the Company, assuming due execution and delivery by the Guarantee Trustee, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus. The Guarantee Agreement has been duly qualified under the Trust Indenture Act.

     (p) Replacement Capital Covenant. The Replacement Capital Covenant has been duly authorized by the Company, and when executed and delivered by the Company will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus.

     (q) The statements set forth in the Time of Sale Information and the Prospectus under the captions “Description of the Capital Securities and Guarantees,” “Description of the CENts” and “Replacement Capital Covenant” insofar as they are descriptions of contracts, agreements or other legal documents or describe Federal statutes, rules and regulations, and under the caption “Underwriting,” insofar as they purport to describe the provisions of the documents referred to therein, constitute an accurate summary of the matters set forth therein in all material respects; the statements set forth in the Time of Sale Information and the Prospectus under the caption “Certain United States Federal Income Tax Consequences” insofar as they purport to constitute a summary of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitute an accurate summary of the matters set forth therein in all material respects.

     (r) No Conflicts. The execution, delivery and performance by the Company and the Trust of each of the Transaction Documents to be executed by it, the issuance and sale of the Capital Securities and compliance by the Company and the Trust with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents to which it is a party will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or

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encumbrance upon any property or assets of the Company or the Trust pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Trust is a party or by which the Company or the Trust is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or declaration of trust or similar organizational documents of the Company or the Trust or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (s) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company or the Trust of each of the Transaction Documents, the issuance and sale of the Capital Securities and compliance by the Company and the Trust with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Capital Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Capital Securities by the Underwriters.

     (t) Legal Proceedings. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

     (u) Financial Statements. The financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby.

     (v) Independent Accountants. Ernst & Young, LLP, who have certified certain financial statements of the Company and its subsidiaries is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and

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regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

     (w) No Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, since the date of the latest financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any material adverse change in the financial condition, business or results of operations of the Company and its subsidiaries taken as a whole.

     (x) No Violation or Default. Neither the Company nor the Trust is (i) in violation of its charter or by-laws or declaration of trust or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Trust is a party or by which the Company or the Trust is bound or to which any of the property or assets of the Company or the Trust is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (y) Investment Company Act. Neither the Company nor the Trust is and, after giving effect to the offering and sale of the Capital Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will be an “investment company” required to be registered under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”).

     (z) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

     (aa) Status under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Capital Securities. As of the Closing Date, the Company will have paid the registration fee for this offering pursuant to Rule 457 under the Securities Act.

     (bb) Bank Holding Company Act. The Company is duly registered as a bank holding company and qualified as a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).

     (cc) Deposit Insurance. The deposit accounts of each of the Company’s bank subsidiaries are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC; and no proceedings for the

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termination of such insurance are pending or, to the best of the Company’s knowledge, threatened.

     (dd) Absence of Consent Decrees. Neither the Company nor any of its subsidiaries is party to or otherwise the subject of any consent decree, memorandum of understanding, written commitment or other written supervisory agreement with the Board of Governors of the Federal Reserve System or any other federal or state authority or agency charged with the supervision or insurance of depository institutions or their holding companies.

     (ee) Internal Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting was effective as of December 31, 2006, and the Company was not aware of any material weaknesses in its internal control over financial reporting at such time.

     (ff) Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

     (gg) Money Laundering Laws To the Company’s knowledge, the operations of the Company and its subsidiaries are currently in compliance with applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all United States jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in the United States (collectively, the “Money Laundering Laws”), except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no formal action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (hh) OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee of the Company or any of its affiliates or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not use the proceeds of the offering of the Capital Securities or the Junior Subordinated Debentures hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC, it being acknowledged and agreed that the Company intends to use the proceeds of the offering to redeem outstanding trust

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preferred securities from Cede & Co., Inc., which holds such trust preferred securities as the registered holder of such securities on behalf of The Depository Trust Company.

     (ii) Business With Cuba. The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.

     4. Further Agreements of the Company and the Trust. The Company and the Trust each covenant and agree with each Underwriter that:

     (a) Required Filings. The Trust or the Company will provide to counsel for the Underwriters one manually executed copy of the Registration Statement, including all exhibits thereto, in the form it became effective and all amendments thereto. Prior to the Closing Date, the Trust and the Company will not file any amendment of the Registration Statement or supplement (including the Prospectus) to the Preliminary Prospectus unless the Trust or the Company has furnished the Underwriters a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriters do not reasonably object promptly after notice thereof. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. The Trust and the Company will promptly advise the Representatives (i) when the Prospectus shall have been filed with the Commission pursuant to Rule 424(b), (ii) when any amendment to the Registration Statement relating to the Securities shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or of any notice that would prevent its use, or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Trust or the Company of any notification with respect to the suspension of the qualification of the Capital Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. In the event of the issuance of any stop order preventing or suspending the use of any Preliminary Prospectus or Prospectus, the Trust and the Company will promptly use their best efforts to obtain the withdrawal of such stop order.

     (b) Delivery of Copies. The Company and the Trust will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Capital Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Capital Securities is required by law to be delivered (or required to be delivered but for Rule 

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172 under the Securities Act) in connection with sales of the Capital Securities by any Underwriter or dealer.

     (c) Amendments or Supplements; Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether before or after the time that the Registration Statement becomes effective the Company and the Trust will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects.

     (d) Notice to the Representatives. The Company and the Trust will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company or the Trust of any notice with respect to any suspension of the qualification of the Capital Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company or the Trust, as the case may be, will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Capital Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

     (e) Time of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company and the Trust will immediately notify the

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Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

     (f) Ongoing Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company and the Trust will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law

     (g) Blue Sky Compliance. The Trust will qualify the Capital Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Capital Securities; provided that the Trust shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

     (h) Earning Statement. The Company will make generally available to the holders of the Capital Securities and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

     (i) Clear Market. During the period from the date hereof through and including the business day following the Closing Date, neither the Company nor the Trust will, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued by the Company or the Trust or guaranteed by the Company and having a tenor of more than one year.

     (j) Use of Proceeds. The Trust will apply the net proceeds from the sale of the Capital Securities as described in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Use of Proceeds”.

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     (k) No Stabilization. Neither the Company nor the Trust will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Capital Securities.

     (l) Record Retention. The Company and the Trust will, pursuant to reasonable procedures developed in good faith, each retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

     (m) Clearance and Settlement. The Trust and the Company will cooperate with the Representatives and use all commercially reasonable efforts to permit the Capital Securities to be eligible for clearance and settlement through DTC, the Euroclear System and Clearstream Banking S.A., as applicable.

     (n) Expenses. The Company will pay all expenses incident to the performance of the Trust and its obligations under this Agreement, for any filing fees or other expenses (including fees and disbursements of counsel) in connection with qualification of the Capital Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Capital Securities and the Junior Subordinated Debentures, for any travel expenses of the Trust’s and the Company’s officers and employees and any other expenses of the Trust and the Company in connection with attending or hosting meetings with prospective purchasers of Capital Securities and for expenses incurred in distributing any Preliminary Prospectus, any Free Writing Prospectuses or the Prospectus. The Company will also pay all fees and expenses of the Note Trustee, including the fees and disbursements of counsel for the Note Trustee in connection with the Indenture and the Junior Subordinated Debentures; the fees and expenses of the Property Trustee and the Delaware Trustee, including the fees and disbursements of counsel for the Property Trustee and the Delaware Trustee in connection with any Certificate of Trust filed with the Delaware Secretary of State with respect to the Trust (the “Certificate of Trust”) and the Trust Agreement; and the fees and expenses of the Guarantee Trustee, including the fees and disbursements of counsel for the Guarantee Trustee in connection with the Guarantee and the Guarantee Agreement.

     5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that

     (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company or the Trust and not incorporated by reference into the Registration Statement and any press release issued by the Company or the Trust) other than (i) a free writing prospectus that, solely as a result of use by such underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company or the Trust in advance in writing. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of either the Company or the Trust.

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     (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

     6. Conditions of Underwriters; Obligations. The obligation of each Underwriter to purchase Capital Securities on the Closing Date as provided herein is subject to the performance by the Company and by the Trust, as the case may be, of its covenants and other obligations hereunder and to the following additional conditions:

     (a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

     (b) Representations and Warranties. The representations and warranties of each of the Company and the Trust contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of each of the Company and its officers, as applicable, and the Trust made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

     (c) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Capital Securities or any other debt securities or preferred stock of the Trust or the Company or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Capital Securities or of any other debt securities or preferred stock of the Trust or the Company or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

     (d) No Material Adverse Change. No event or condition of a type described in Section 3(w) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Capital Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

     (e) Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate signed by (x) with respect to the Trust, the Administrative Trustee and (y) with respect to the Company, an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives, in each

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case (i) confirming that such Administrative Trustee or officer, as the case may be, has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, the representations and warranties of the Trust (with respect to the certificate of the Administrative Trustee) and the Company (with respect to the certificate of an executive officer of the Company) in this Agreement are true and correct and that the Trust or the Company, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a), (c) and (d) above.

     (f) Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young, LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

     (g) Opinion of Counsel for the Company. Robert W. Spencer, Jr., inside counsel for the Company, shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit A hereto.

     (h) Opinion of Special Delaware Counsel for the Trust and the Company. The Representatives shall have received on and as of the Closing Date an opinion of Richards, Layton & Finger, P.A., as special Delaware counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit B hereto.

     (i) Opinion of Special Counsel for the Trust and the Company. The Representatives shall have received on and as of the Closing Date an opinion of Wachtell, Lipton, Rosen & Katz, as special counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit C hereto.

     (j) Opinion of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion of Mayer, Brown, Rowe & Maw LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

     (k) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Capital Securities; and no injunction or order of any federal, state or

17

foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Capital Securities.

     (l) Good Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and the Trust in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

     (m) Additional Documents. On or prior to the Closing Date, the Company and the Trust, as the case may be, shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

     All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

     7. Indemnification and Contribution.

     (a) Indemnification of the Underwriters. The Trust and the Company jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Trust or the Company in writing by such Underwriter through the Representatives expressly for use therein (it being understood and agreed that the only such information consists of the information provided in the third and eighth paragraphs in the section entitled “Underwriting” in the Time of Sale Information and the Prospectus).

     (b) Indemnification of the Company and the Trust. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Trust, and each of their directors, officers and/or administrative trustees who signed the Registration Statement and each person, if any, who controls the Company or the Trust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or

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liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company or the Trust in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (it being understood and agreed that the only such information consists of the information provided in the third and eighth paragraphs in the section entitled “Underwriting” in the Time of Sale Information and the Prospectus).

     (c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to Section 7 that the Indemnifying Party may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company or the Trust, or either of their directors, officers who signed the Registration Statement or any control persons of the Company or the Trust shall be designated in writing by the Company or the Trust, as the case may be. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified

19

Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

     (d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Trust and the Company on the one hand and the Underwriters on the other from the offering of the Capital Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Trust and the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Trust and the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Trust and the Company from the sale of the Capital Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Capital Securities. The relative fault of the Trust and the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Trust or the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e) Limitation on Liability. The Trust, the Company and the Underwriters each agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to

20

include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Capital Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

     (f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

     8. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

     9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Trust and the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Capital Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

     10. Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Capital Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Capital Securities by other persons satisfactory to the Trust on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Capital Securities, then the Trust and the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Capital Securities on such terms. If other persons become obligated or agree to purchase the Capital Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Trust may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Trust and the Company or counsel for the Underwriters may be necessary in the Registration Statement and the

21

Prospectus or in any other document or arrangement, and the Trust and the Company each agree to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Capital Securities that a defaulting Underwriter agreed but failed to purchase.

     (b) If, after giving effect to any arrangements for the purchase of the Capital Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Trust as provided in paragraph (a) above, the aggregate principal amount of such Capital Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Capital Securities, then the Trust shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Capital Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Capital Securities that such Underwriter agreed to purchase hereunder) of the Capital Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

     (c) If, after giving effect to any arrangements for the purchase of the Capital Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Trust as provided in paragraph (a) above, the aggregate principal amount of such Capital Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Capital Securities, or if the Trust shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Trust or the Company, except that the Trust and the Company, as the case may be, will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

     (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Trust or the Company or any non-defaulting Underwriter for damages caused by its default.

     11. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Trust or the Company, in any proportion as may be agreed between such parties, will pay or cause to be paid all costs and expenses incident to the performance of their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Capital Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Trust’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Capital Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky

22

Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Capital Securities; (vii) the fees and expenses of the Trustees and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc.; (ix) all expenses incurred by the Company or the Trust in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Capital Securities on the Exchange.

     (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Trust for any reason fails to tender the Capital Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Capital Securities for any reason permitted under this Agreement, the Trust and the Company each agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

     12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Capital Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

     13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Trust, the Company and the Underwriters contained in this Agreement or made by or on behalf of the Trust, the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Capital Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Trust, the Company or the Underwriters.

     14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

     15. Miscellaneous. (a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives. on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

     (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: 212-270-1063); Attention: Jose C. Padilla. Notices to either the Trust or the Company shall be given

23

at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226 (fax: 313-222-3977); Attention: Robert W. Spencer, Jr.

     (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

     (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

     (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

     (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours, COMERICA INCORPORATED
By:	/s/ Paul E. Burdiss
	Name:	Paul E. Burdiss
	Title:	Senior Vice President & Treasurer
COMERICA CAPITAL TRUST II BY: Paul E. Burdiss, as Administrative Trustee
By:	/s/ Paul E. Burdiss
	Name:	Paul E. Burdiss
	Title:	Senior Vice President & Treasurer

Accepted: February 13, 2007

J.P. MORGAN SECURITIES INC.

BY: J.P. MORGAN SECURITIES INC.

By	/s/ Jose C. Padilla
	Authorized Signatory

For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

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Schedule 1

	Aggregate Liquidation
Underwriter	Amount of Capital Securities
J.P. Morgan Securities Inc.	$	200,000,000
Citigroup Global Markets Inc.		150,000,000
Banc of America Securities LLC		30,000,000
Comerica Securities, Inc.		30,000,000
Credit Suisse Securities (USA) LLC		30,000,000
Sandler, O’Neill & Partners, L.P.		30,000,000
UBS Securities LLC		30,000,000
Total	$	500,000,000

S-1

Annex A

Time of Sale Information

Final Term Sheet with respect to the Capital Securities dated February 13, 2007 prepared pursuant to Section 5(a) of this Agreement.

Annex A-1

Annex B

Filed under Rule 433
File Nos. 333-138924 and 333-138924-01
February 13, 2007

COMERICA CAPITAL TRUST II

$500,000,000

6.576% CAPITAL SECURITIES

Issuer:	Comerica Capital Trust II (the “Trust”), a Delaware statutory trust, the only assets of which will be Capital Efficient Notes, which are junior subordinated debt securities issued by Comerica Incorporated (“Comerica”), referred to as “CENts.” Comerica will own all common securities of the Trust.
Guarantor:	Comerica
Securities:	6.576% Capital Securities
Legal Format:	SEC Registered
Aggregate Liquidation Amount:	$500,000,000
Liquidation Amount:	$1,000 per capital security
Distributions:	6.576% up to and excluding February 20, 2032
CUSIP/ISIN:	20036CAA7/US20036CAA71
Ratings:	Moody’s Investors Service: Baa1
	Standard & Poor’s: BBB+
	Fitch: A
Settlement Date:	February 20, 2007
Scheduled Maturity Date:	February 20, 2032
Final Repayment Date:	February 2, 2082
Interest Payment Dates:	Paid semi-annually on each February 20 and August 20, commencing August 20, 2007, up to and including February 20, 2032
Reference Treasury Benchmark Yield:	4.926% (4.500% due February 15, 2036)
Spread to Benchmark Treasury:	165 basis points (1.65%)
Day Count Convention:	30/360, up to but excluding February 20, 2032; LIBOR thereafter
Interest Rate from February 20, 2032 to the Scheduled Maturity Date:	One-month LIBOR plus 1.115% payable on the 20th day of each calendar month based on Actual/360 until the Scheduled Maturity Date
Interest Rate from the Scheduled Maturity Date:	One-month LIBOR plus 2.115% payable on the 20th day of each calendar month based on Actual/360

Annex B-1

Optional Redemption:	The capital securities may be redeemed by Comerica at any time prior to February 20, 2032, in whole or in part, at their liquidation amount or, if greater, a make-whole price, in either case plus accrued and unpaid distributions. The capital securities may be redeemed by Comerica at any time upon a Tax Event or a Rating Agency Event, in whole but not in part, at their liquidation amount or, in the case of a redemption before February 20, 2032, if greater, a make-whole price, in either case plus accrued and unpaid distributions. The capital securities may be redeemed by Comerica at any time, in whole but not in part, upon the occurrence of a Capital Treatment Event or an Investment Company Event, at 100% of their liquidation amount, plus accrued and unpaid distributions.
Make-Whole prior to February 20, 2032:	Discounted present value of Treasury plus 37.5 basis points unless a Tax Event or a Rating Agency Event has occurred.
Make-Whole for Tax Event or Rating Agency Event:	Discounted present value of Treasury plus 50 basis points.
Deferral Provision:	The Trust will defer payments on the Capital Securities for up to 10 years if Comerica defers payments on the CENts. Payments cannot be deferred beyond the final repayment date of the CENts on February 2, 2082. Any deferred payments will accrue additional interest at the then applicable rate, compounded on each interest payment date.
Replacement Capital Covenant:	A replacement capital covenant will apply until February 2, 2062. The dates referred to in the prospectus supplement on which the “applicable percentage” and the types of securities that constitute “qualifying capital securities” (as therein defined) will change are February 2, 2032 and February 2, 2052.
Public Offering Price:	100.00%
Underwriting Commission:	1.00%
Use of Proceeds:	General corporate purposes, which may include redeeming junior subordinated debt securities underlying currently outstanding trust preferred securities issued by certain of Comerica’s subsidiary trusts. Comerica currently intends to redeem at 100% of their principal amount the junior subordinated debt securities underlying the $350,000,000 liquidation amount of 7.60% trust preferred securities issued by Comerica Capital Trust I, which mature on July 1, 2050.
Sole Structuring Advisor:	J.P. Morgan Securities Inc.
Joint Book-Runner:	Citigroup Global Markets Inc.

Annex B-2

Co-Managers: Banc of America Securities LLC, Comerica Securities, Inc., Credit Suisse Securities (USA) LLC, Sandler, O’Neill & Partners, L.P., UBS Securities LLC

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities Inc. collect at 1-212-834-4533.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

Annex B-3

Exhibit A

Form of Opinion of Counsel for the Company pursuant to Section 6(g)

     (a) The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

     (b) Each Significant Subsidiary of the Company has been duly organized and is validly existing and in good standing under the laws of its jurisdictions of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct its business in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable (except as provided by 12 U.S.C. §55 or any comparable provision of applicable state law); and the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects other than such liens, encumbrances and defects which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (c) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization” and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company, including the Trust, have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

     (d) This Agreement has been duly authorized, executed and delivered by the Company.

     (e) The Trust Agreement has been duly authorized, executed and delivered by the Company and the Administrative Trustee, and, assuming due authorization, execution and delivery thereof by the Property Trustee and the Delaware Trustee, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform to the description thereof

Exhibit A-1

contained in the Time of Sale Information and the Prospectus. The Administrative Trustee is currently an employee of the Company and has been duly authorized by the Company to serve in such capacity and to execute and deliver the Trust Agreement. The Trust Agreement has been duly qualified under the Trust Indenture Act.

     (f) The Indenture has been duly authorized, executed and delivered by the Company and, assuming due execution and delivery thereof by the Indenture Trustee, constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus.

     (g) The Junior Subordinated Debentures have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof as provided in the Indenture, constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. The Indenture has been duly qualified under the Trust Indenture Act.

     (h) The Guarantee Agreement has been duly authorized, executed and delivered by the Company and, assuming due execution and delivery by the Guarantee Trustee, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus. The Guarantee Agreement has been duly qualified under the Trust Indenture Act.

     (i) The statements set forth in the Time of Sale Information and the Prospectus under the captions “Description of the Capital Securities and Guarantees,” “Description of the CENts” and “Replacement Capital Covenant” insofar as they are descriptions of contracts, agreements or other legal documents or describe Federal statutes, rules and regulations, and under the caption “Underwriting,” insofar as they purport to describe the provisions of the documents referred to therein, constitute an accurate summary of the matters set forth therein in all material respects.

     (j) The execution, delivery and performance by the Company and the Trust of each of the Transaction Documents to be executed by it, the issuance and sale of the Capital Securities and compliance by the Company and the Trust with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents to which it is a party will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Trust pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Trust is a

Exhibit A-2

party or by which the Company or the Trust is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or declaration of trust or similar organizational documents of the Company or the Trust or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (k) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company or the Trust of each of the Transaction Documents, the issuance and sale of the Capital Securities and compliance by the Company and the Trust with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Capital Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Capital Securities by the Underwriters and except for such state banking notices which are required to be given after the fact.

     (l) Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

     (m) Neither the Company nor the Trust is and, after giving effect to the offering and sale of the Capital Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will be an “investment company” required to be registered under the Investment Company Act.

     (n) The Company is duly registered as a bank holding company and qualified as a financial holding company under the BHC Act.

     (o) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date of the Underwriting Agreement; each of the Preliminary Prospectus and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or

Exhibit A-3

in connection with the offering is pending or, to the best knowledge of such counsel, threatened by the Commission.

     (p) The Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus included in the Time of Sale Information and the Prospectus (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act.

     (q) The documents incorporated by reference in the Time of Sale Information and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when such documents became effective or were so filed, as the case may be contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statement therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading.

     Such counsel shall also state that it has participated in conferences with representatives of the Company and with representatives of its independent accountants and representatives of the Underwriters at which conferences the contents of the Registration Statement, the Time of Sale Information and the Prospectus and any amendment and supplement thereto and related matters were discussed and, although such counsel assume no responsibility for the accuracy, completeness or fairness of the Registration Statement, the Time of Sale Information, the Prospectus and any amendment or supplement thereto (except as expressly provided above), nothing has come to the attention of such counsel to cause such counsel to believe that (i) the Registration Statement, at the time of its effective date (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C to be part of the Registration Statement at the time of effectiveness), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of the Underwriting Agreement) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Prospectus or any amendment or supplement thereto as of its date and the Closing Date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial information contained therein, as to which such counsel need express no belief).

     In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Michigan and the Delaware General Corporation Law or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of counsel who are satisfactory to counsel for the Underwriters; and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Trust and the Company and its subsidiaries and public officials.

Exhibit A-4

Exhibit B

Form of Opinion of Special Counsel for the Company
and the Trust pursuant to Section 6(h)

     (a) The Trust has been duly created and is validly existing and in good standing under the Delaware Statutory Trust Act and all filings required under the laws of the State of Delaware with respect to the creation and valid existence of the Trust as a statutory trust have been made;

     (b) Under the Delaware Statutory Trust Act and the Trust Agreement, the Trust has the trust power and authority to own its property and conduct its business, all as described in the Time of Sale Information and the Prospectus;

     (c) The provisions of the Trust Agreement, including the terms of the Capital Securities, are permitted under the Delaware Statutory Trust Act and the Trust Agreement constitutes a valid and binding obligation of the Company and the Trustees, enforceable against the Company and the Trustees in accordance with its terms, subject, as to enforcement, to the effect upon the Trust Agreement of (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) applicable public policy on the enforceability of provisions relating to indemnification or contribution;

     (c) Under the Delaware Statutory Trust Act and the Trust Agreement, the Trust has the trust power and authority to (x) execute and deliver this Agreement and the other Transaction Agreements to which it is a party and to perform its obligations under this Agreement and such other Transaction Agreements, and (y) issue and perform its obligations under the Capital Securities and the Common Securities;

     (d) Under the Delaware Statutory Trust Act and the Trust Agreement, (A) the execution and delivery by the Trust of this Agreement and the other Transaction Agreements to which it is a party and the performance by the Trust of its obligations hereunder and thereunder have been duly authorized by all necessary trust action on the part of the Trust; and (B) the Company is authorized to execute and deliver this Agreement on behalf of the Trust;

     (e) Under the Delaware Statutory Trust Act, the form of certificate attached to the Trust Agreement to represent the Capital Securities is an appropriate form of certificate to evidence ownership of the Capital Securities. The Capital Securities have been duly authorized by the Trust Agreement and, when delivered to and paid for by the Underwriters, in accordance with this Agreement, will be validly issued and fully paid and non-assessable beneficial interests in the Trust. The holders of the Capital Securities are entitled to the benefits provided by the Trust Agreement (subject to the terms of the Trust Agreement); and the holders of the Capital Securities, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General

Exhibit B-1

Corporation Law of the State of Delaware, provided that such counsel may note that the holders of the Capital Securities and of the Common Securities may be obligated, pursuant to the Trust Agreement, to (a) provide indemnity and/or security in connection with and pay taxes or governmental charges arising from transfers or exchanges of Capital Security certificates and the issuance of replacement of Capital Security certificates, and (b) provide security and indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and remedies under the Trust Agreement;

     (f) The Common Securities have been duly authorized by the Trust Agreement and when issued and delivered by the Trust to the Company against payment therefor described in the Trust Agreement, will be validly issued and fully paid (subject to the qualifications described in the proviso to clause (e) above) beneficial interests in the Trust. The Company, as holder of the Common Securities, will be entitled to the benefits of the Trust Agreement;

     (g) Under the Delaware Statutory Trust Act and the Trust Agreement, the issuance of the Capital Securities and the Common Securities is not subject to preemptive rights;

     (h) The issuance and sale by the Trust of the Capital Securities and the Common Securities, the execution, delivery and performance by the Trust of this Agreement and the other Transaction Agreements to which it is a party, the consummation by the Trust of the transactions contemplated hereby and thereby and compliance by the Trust with its obligations hereunder and thereunder do not violate (A) any of the provisions of the Certificate of Trust of the Trust or the Trust Agreement, or (B) any applicable Delaware law or administrative regulation;

     (i) No authorization, approval, consent or order of any Delaware court or Delaware governmental authority or Delaware agency is required to be obtained by the Trust solely in connection with the issuance and sale of the Capital Securities and the Common Securities or the execution, delivery and performance by the Trust of this Agreement or the other Transaction Agreements to which it is a party. In rendering the opinion expressed in this paragraph (i), such counsel need express no opinion concerning the securities laws of the State of Delaware; and

     (j) Assuming that the Trust derives no income from or connected with services provided within the State of Delaware and has no assets, activities (other than maintaining the Delaware Trustee and the filing of documents with the Secretary of State of the State of Delaware) or employees in the State of Delaware and assuming that the Trust is treated as a grantor trust or as an association not taxable as a corporation for federal income tax purposes, the holders of Capital Securities (other than those holders who reside or are domiciled in the State of Delaware) will have no liability for income taxes imposed by the State of Delaware solely as a result of their participation in the Trust, and the Trust will not be liable for any income tax imposed by the State of Delaware.

Exhibit B-2

Exhibit C

Form of Opinion of Special Counsel for the Company and the Trust pursuant to Section 6(i)

     (a) The Trust will be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes.

     (b) The Junior Subordinated Debentures will be respected as indebtedness of Comerica for United States federal income tax purposes (although the matter is not free from doubt).

     (c) Insofar as it relates to matters of United States federal income tax law, the discussion set forth in the Prospectus under the heading “Certain United States Federal Income Tax Consequences” is accurate in all material respects.

     (d) The execution and delivery of the Replacement Capital Covenant has been duly authorized by all necessary corporate action of the Company, and the Replacement Capital Covenant has been duly executed and delivered by the Company.

     (e) Assuming that the Company complies with its covenants in Section 3(c) of the Replacement Capital Covenant as to public disclosure and notices, if the Company were to breach its promise and covenant set forth in Section 2 of the Replacement Capital Covenant, said promise and covenant would be enforceable against the Company by any Covered Debtholder (as defined in the Replacement Capital Covenant) that bought or sold Covered Debt in reliance on said promise and covenant and that sustained injury resulting from said breach.

Exhibit C-1

EX-4.1

EXHIBIT 4.1

COMERICA INCORPORATED

AND

THE BANK OF NEW YORK

Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of February 20, 2007

to

INDENTURE

Dated as of July 31, 2001

6.576% Capital Efficient Notes due 2082

TABLE OF CONTENTS

		Page
ARTICLE ONE	DEFINITIONS
Section 101.	Definitions		1
ARTICLE TWO	TERMS OF SERIES OF DEBT SECURITIES
Section 201.	Terms of the Debentures		9
ARTICLE THREE	REPAYMENT OF THE DEBENTURES SECTION
Section 301.	Repayment		20
Section 302.	Selection of Debentures to be Repaid		20
Section 303.	Notice of Repayment		21
Section 304.	Deposit of Repayment Amount		21
Section 305.	Repayment of Debentures		22
ARTICLE FOUR	MISCELLANEOUS
Section 401.	Trust Indenture Act		22
Section 402.	Effect of Headings		22
Section 403.	Successors and Assigns		22
Section 404.	Separability		22
Section 405.	Benefit of First Supplemental Indenture		23
Section 406.	Governing Law		23
Section 407.	No Representations by Trustee		23
Section 408.	Amendments		23

 -i- 

     FIRST SUPPLEMENTAL INDENTURE, dated as of February 20, 2007, between COMERICA INCORPORATED, a Delaware corporation (hereinafter called the “Company”) having its principal place of business at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226, and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture referred to herein and under this First Supplemental Indenture (hereinafter called the “Trustee”), having its office at 101 Barclay Street, 8W, New York, New York 10286.

RECITALS OF THE COMPANY

     The Company and the Trustee (as successor to Chase Manhattan Trust Company, National Association), have heretofore executed and delivered a certain Indenture, dated as of July 31, 2001 (the “Indenture”), providing for the issuance from time to time of Securities;

     Section 9.1 of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1 of the Indenture;

     Pursuant to Sections 2.1 and 3.1 of the Indenture, the Company desires to provide for the establishment of a new series of Securities under the Indenture, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this First Supplemental Indenture; and the conditions set forth in the Indenture for the execution and delivery of this First Supplemental Indenture have been satisfied and all things necessary have been done to make this First Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the promises and the purchase of the Securities of the series established by this First Supplemental Indenture by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of such Securities, that the Indenture is supplemented and amended, to the extent and for the purposes expressed herein, as follows:

ARTICLE ONE

DEFINITIONS

     Section 101. Definitions. (a) For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) references to any Article, Section or subdivision thereof are references to an Article, Section or other subdivision of this First Supplemental Indenture and (ii) capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture and the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular:

     “Additional Interest” means interest that accrues upon accrued interest that is not paid on the applicable Interest Payment Date, to the extent permitted by law, at the interest rate in effect

from time to time, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date.

     “Administrative Trustee” has the meaning set forth in Section 201(a).

     “APM Commencement Date” means, with respect to any Deferral Period, the earlier of (i) the first Interest Payment Date following the commencement of such Deferral Period on which the Company pays any current interest on the Debentures and (ii) the fifth anniversary of the commencement of such Deferral Period.

     “APM Period” means, with respect to any Deferral Period, the period commencing on the APM Commencement Date and ending on the next Interest Payment Date on which the Company has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest, including Additional Interest, on the Debentures.

     “Bankruptcy Event” means any of the events set forth in Section 5.1(4) and (5) of the Indenture.

     “Business Day” means any day, other than (i) a Saturday, Sunday or other day on which banking institutions in The City of New York, Detroit, Michigan or Wilmington, Delaware are authorized or required by law or executive order to remain closed, or (ii) on or after February 20, 2032, a day on which dealings in deposits in U.S. dollars are not transacted in the London interbank market.

     “Calculation Agent” means Comerica Bank, or any other firm appointed by the Company, acting as calculation agent for the Debentures.

     “Capital Securities” has the meaning set forth in the Trust Agreement.

     “Capital Stock” for any entity means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) shares issued by that entity.

     “Capital Treatment Event” means the Company’s reasonable determination that, as a result of any amendment to, or change in, including any announced proposed change in, the laws or regulations of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which proposed change, pronouncement, action or decision is announced on or after the date of the prospectus supplement relating to issuance of the Capital Securities, there is more than an insubstantial risk that the Company will not be entitled to treat an amount equal to the liquidation amount of such Capital Securities as Tier I capital, or the then-equivalent thereof, for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Company.

     “Common Stock Issuance Cap” has the meaning set forth in Section 201(j)(1).

     “Current Stock Market Price” of the Common Stock on any date shall mean (i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask

2

prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange, Inc. or, if the Common Stock is not then listed on the New York Stock Exchange, Inc., as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted, (ii) if the Common Stock is not either listed on any U.S. securities exchange or quoted on the relevant date, the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization, or (iii) if the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “Debentures” has the meaning set forth in Section 201(a).

     “Deferral Period” means each period beginning on an Interest Payment Date with respect to which the Company elects pursuant to Section 201(g) to defer all or part of any interest payment and ending on the earlier of (i) the tenth anniversary of such Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid the deferred amount, all deferred amounts with respect to any subsequent period and all other accrued interest on the Debentures.

     “Distribution Date” has the meaning set forth in the Trust Agreement.

     “Eligible Proceeds” means, with respect to any Interest Payment Date, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale) the Company has received (without double counting any proceeds received during overlapping periods) during the 180-day period prior to such Interest Payment Date from the issuance or sale of Qualifying Warrants up to the Share Cap or Qualifying Non-Cumulative Preferred Stock up to the Preferred Stock Issuance Cap to Persons that are not Subsidiaries.

     “Federal Reserve” means the Board of Governors of the Federal Reserve System.

     “Final Repayment Date” has the meaning set forth in Section 201(d)(iii).

     “Guarantee” has the meaning set forth in Section 201(a).

     “Interest Payment Date” means a Monthly Interest Payment Date or a Semi-Annual Interest Payment Date, as the case may be.

     “Interest Period” means the period from and including any Interest Payment Date (or, in the case of the first Interest Payment Date, February 20, 2007) to but excluding the next Interest Payment Date.

     “Investment Company Event” means the receipt by the Issuer Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or a written change, including any announced prospective change, in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Issuer Trust is or

3

will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, which change or prospective change becomes effective or would become effective, as the case may be, on or after February 13, 2007.

     “Issuer Trust” has the meaning set forth in Section 201(a).

     “Make-Whole Redemption Price” means the present value of scheduled payments of principal and interest from the Redemption Date to the Scheduled Maturity Date (assuming for this purpose the repayment in full of the Debentures on the Scheduled Maturity Date), on the Debentures being prepaid, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus a spread of (i) 0.375% in the case of a redemption pursuant to clause (i) of Section 201(l) or (ii) 0.500% in the case of a redemption pursuant to clause (ii) of Section 201(l).

     “Market Disruption Event” means the occurrence or existence of any of the following events or sets of circumstances:

     (a) trading in securities generally on the New York Stock Exchange, Inc. or any other national securities exchange or over-the-counter market on which the Common Stock and/or the Company’s preferred stock is then listed or traded shall have been suspended or its settlement generally shall have been materially disrupted;

     (b) the Company would be required to obtain the consent or approval of its stockholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock pursuant to Section 201(j) or to issue Qualifying Capital Securities pursuant to Section 201(d), as the case may be, and the Company fails to obtain such consent or approval notwithstanding its commercially reasonable efforts to obtain such consent or approval (including, without limitation, failing to obtain approval for such issuance if required from the Federal Reserve after having given notice to the Federal Reserve as required under Section 201(j));

     (c) an event occurs and is continuing as a result of which the offering document for the offer and sale of Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock or Qualifying Capital Securities, as the case may be, would, in the Company’s reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such offering document or necessary to make the statements in such offering document not misleading and either (i) the disclosure of such event, in the Company’s reasonable judgment, would have a material adverse effect on its business or (ii) the disclosure relates to a previously undisclosed proposed or pending material business transaction, and the Company has a bona fide business reason for keeping the same confidential or the disclosure of which would impede the Company’s ability to consummate such transaction; provided that one or more events described in this clause (c) shall not constitute a Market Disruption Event (A) with respect to more than one Semi-Annual Interest Payment Date (or after the Scheduled Maturity Date, three consecutive Monthly Interest Payment Dates) in any APM Period with respect to the Company’s obligations pursuant to Section 201(j) or (B) with respect

4

to more than three Monthly Interest Payment Dates (whether or not consecutive) in addition to the Scheduled Maturity Date in connection with the Company’s obligations pursuant to Section 201(d); or

     (d) the Company reasonably believes that the offering document for the offer and the sale of Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock or Qualifying Capital Securities, as the case may be, would not be in compliance with a rule or regulation of the Commission (for reasons other than those referred to in clause (b) or (c) above) and the Company is unable to comply with such rule or regulation or such compliance is impracticable; provided that one or more events described in this clause (d) shall not constitute a Market Disruption Event (A) with respect to more than one Semi-Annual Interest Payment Date (or after the Scheduled Maturity Date, six consecutive Monthly Interest Payment Dates) in any APM Period with respect to the Company’s obligations pursuant to Section 201(j) or (B) with respect to more than six Monthly Interest Payment Dates (whether or not consecutive) in addition to the Scheduled Maturity Date in connection with the Company’s obligations pursuant to Section 201(d).

     “Maximum Share Number” has the meaning set forth in Section 201(j)(4).

     “Monthly Interest Payment Date” has the meaning set forth in Section 201(e).

     “One-month LIBOR” means, with respect to any Interest Period beginning on or after the Scheduled Maturity Date, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period commencing on the first day of that Interest Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the LIBOR determination date for that Interest Period. If such rate does not appear on Moneyline Telerate Page 3750, one-month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a one-month period commencing on the first day of that Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time on the LIBOR determination date for that Interest Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, one-month LIBOR with respect to that Interest Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, one-month LIBOR with respect to that Interest Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on the first day of that Interest Period for loans in U.S. dollars to leading European banks for a one-month period commencing on the first day of that Interest Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, one-month LIBOR for that Interest Period will be the same as one-month LIBOR as determined for the previous Interest Period or, in the case of the Interest Period commencing on February 20, 2032, 5.32%. The establishment of one-month LIBOR for each Interest Period commencing on or after the Scheduled Maturity Date by the Calculation Agent shall (in the absence of manifest error) be final and binding. For purposes

5

of this definition, “London banking day” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England; “LIBOR determination date” means the second London banking day immediately preceding the first day of the relevant Interest Period; “MoneyLine Telerate Page” means the display on Moneyline Telerate, Inc., or any successor service, on the Telerate Page 3750 or any replacement page or pages on that service; and “Telerate Page 3750” means the display designated on page 3750 on MoneyLine Telerate Page (or such other page as may replace the 3750 page on the service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. Dollar deposits).

     “Parity Securities” has the meaning set forth in Section 201(g)(i).

     “Qualifying Non-Cumulative Preferred Stock” means non-cumulative perpetual preferred stock of the Company that (i) contains no remedies other than Permitted Remedies and (ii)(a) is subject to Intent-Based Replacement Disclosure and has a Mandatory Trigger Provision or (b) is subject to a replacement capital covenant substantially similar to the Replacement Capital Covenant.

     “Qualifying Warrants” means net share settled warrants to purchase Common Stock that (i) have an exercise price per share greater than the Current Stock Market Price as of the date of issuance thereof and (ii) the Company is not entitled to redeem for cash and the holders of which are not entitled to require the Company to repurchase for cash in any circumstances.

     “Preferred Stock Issuance Cap” has the meaning set forth in Section 201(j)(1).

     “Repayment Date” means the Scheduled Maturity Date and each Monthly Interest Payment Date thereafter until the Company shall have repaid or redeemed all of the Debentures.

     “Rating Agency Event” means a change in the methodology employed by any nationally recognized statistical rating organization within the meaning of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended, that currently publishes a rating for the Company or any of its Subsidiaries (a “Rating Agency”) in assigning equity credit to securities such as the Debentures, as such methodology was in effect on the date hereof (the “Current Criteria”), which change results in a lower equity credit being assigned by such Rating Agency to the Debentures as of the date of such change than the equity credit that would have been assigned to the Debentures as of the date of such change by such Rating Agency pursuant to its Current Criteria.

     “Replacement Capital Covenant” means the Replacement Capital Covenant, dated as of the date hereof, of the Company, as the same may be amended or supplemented from time to time in accordance with the provisions thereof, but only to the extent Holders of a majority in Outstanding principal amount of the Debentures shall have consented to such amendment or supplement.

     “Scheduled Maturity Date” has the meaning set forth in Section 201(d).

     “Securities” has the meaning set forth in the Indenture.

     “Semi-Annual Interest Payment Date” has the meaning set forth in Section 201(e).

6

     “Senior Debt” has the meaning set forth in the Indenture, as modified by Section 201(q).

     “Share Cap” has the meaning set forth in Section 201(j)(4).

     “Subsidiary” means, with respect to any Person:

     (a) any corporation or company a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly, owned by such Person (a “subsidiary”), by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person;

     (b) any partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general partner of such partnership; or

     (c) any partnership, limited liability company or other Person in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination, have (x) at least a majority ownership interest or (y) the power to elect or appoint or direct the election or appointment of the managing partner or member of such Person or, if applicable, a majority of the directors or other governing body of such Person.

     “Tax Event” means, for purposes of the Debentures, the Company has requested and received an Opinion of Counsel experienced in such matters to the effect that, as a result of:

     (a) any amendment to or change in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after the date hereof;

     (b) any proposed change in those laws or regulations that is announced after the date hereof;

     (c) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the date hereof; or

     (d) any threatened challenge asserted in connection with an audit of the Issuer Trust, the Company or its Subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Debentures or the Capital Securities, there is more than an insubstantial risk that:

     (i) the Issuer Trust is, or will be, subject to United States federal income tax with respect to income received or accrued on the Debentures,

     (ii) interest payable by the Company on the Debentures is not, or will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes, or

7

     (iii) the Issuer Trust is, or will be, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

     “Trading Day” means a day on which the Common Stock is traded on the New York Stock Exchange, or if not then listed on The New York Stock Exchange, a day on which the Common Stock is traded or quoted on the principal U.S. securities exchange on which it is listed or quoted, or if not then listed or quoted on a U.S. securities exchange, a day on which the Common Stock is quoted in the over-the-counter market.

     “Treasury Dealer” means each of (i) J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. (or their respective successors) or, if (ii) J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. (or their respective successors) refuse to act as Treasury Dealer for the purpose of determining the Make-Whole Redemption Price or ceases to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by the Company for these purposes.

     “Treasury Price” means the bid-side price for the Treasury Security as of the third trading day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York on that trading day and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities,” except that: (i) if that release (or any successor release) is not published or does not contain that price information on that trading day; or (ii) if the Treasury Dealer determines that the price information is not reasonably reflective of the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that trading day, then Treasury Price will instead mean the bid-side price for the Treasury Security at or around 3:30 p.m., New York City time, on that trading day (expressed on a next trading day settlement basis) as determined by the Treasury Dealer through such alternative means as are commercially reasonable under the circumstances.

     “Treasury Rate” means the semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury Price (calculated in accordance with standard market practice and computed as of the second trading day preceding the Redemption Date).

     “Treasury Security” means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Debentures being redeemed in a tender offer based on a spread to United States Treasury yields.

     “Trust Agreement” has the meaning set forth in Section 201(a).

     (b) “Intent-Based Replacement Disclosure”, “Mandatory Trigger Provision”, “Permitted Remedies” and “Qualifying Capital Securities” shall have the respective meanings set forth in the Replacement Capital Covenant as in effect on the date hereof or as it may be amended with the consent of the Holders of a majority in Outstanding principal amount of the Debentures.

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ARTICLE TWO

TERMS OF SERIES OF DEBT SECURITIES

     Section 201. Terms of the Debentures. Pursuant to Sections 2.1 and 3.1 of the Indenture, there is hereby established a series of Securities, the terms of which shall be as follows:

     (a) Designation. The Securities of this series shall be known and designated as the “6.576% Capital Efficient Notes due 2082” of the Company (the “Debentures”). The Debentures initially shall be issued to Comerica Capital Trust II, a Delaware statutory trust (the “Issuer Trust”). The Trust Agreement for the Issuer Trust shall be the Amended and Restated Declaration of Trust and Trust Agreement, dated as of February 20, 2007 (the “Trust Agreement”), among the Company, as Depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustee named therein (the “Administrative Trustee”). The Guarantee (the “Guarantee”) will be issued pursuant to the Guarantee Agreement, dated as of February 20,2007, between the Company and The Bank of New York, as Guarantee Trustee.

     (b) Aggregate Principal Amount. The maximum aggregate principal amount of the Debentures which may be authenticated and delivered under the Indenture and this First Supplemental Indenture is $515,464,000(except for Debentures authenticated and delivered upon registration of transfer of, or exchange for, or in lieu of, other Debentures pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 of the Indenture or Section 305 of this First Supplemental Indenture); provided that the Company may issue an additional $103,093,000 aggregate principal amount of Debentures from time to time without the consent of the Holders of the Debentures and such additional Debentures shall be treated for all purposes under the Indenture as the same series of securities as the Debentures. To the extent such maximum aggregate principal amount of Debentures is not authenticated and delivered on the date hereof, from time to time the Company may execute and deliver, and upon Company Order the Trustee shall authenticate and deliver, additional Debentures subject to the immediately preceding sentence.

     (c) Form and Denominations. The Debentures will be issued only in fully registered form, and the authorized denominations of the Debentures shall be $1,000 principal amount and any integral multiple thereof. The Debentures will be denominated in U.S. dollars and payments of principal and interest will be made in U.S. dollars.

     (d) Scheduled Maturity Date. (i) The principal amount of, and all accrued and unpaid interest on, the Debentures shall be payable in full on February 20, 2037 or if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”); provided, that in the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (vii) of this Section 201(d) in connection with the Scheduled Maturity Date, (A) the principal amount of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (B) such principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article Three, and (C) subject to clause (ii) of this Section 201(d), the remaining Debentures shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 201(l) or shall

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become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the Debentures outstanding shall be due and payable on the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the Trustee on or prior to the 10^th Business Day immediately preceding the Scheduled Maturity Date.

     (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (vii) of this Section 201(d) in connection with any Monthly Interest Payment Date, the principal amount of Debentures repayable on such Monthly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Monthly Interest Payment Date pursuant to Article Three, and the remaining Debentures shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 201(l) or shall become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the Debentures outstanding shall be due and payable on any Monthly Interest Payment Date in the event the Company does not deliver an Officers’ Certificate to the Trustee on or prior to the 10^th Business Day immediately preceding such Monthly Interest Payment Date.

     (iii) The principal of, and all accrued and unpaid interest on, all outstanding Debentures shall be due and payable on February 2, 2082 or if such day is not a Business Day, the following Business Day (the “Final Repayment Date”).

     (iv) The obligation of the Company to repay the Debentures pursuant to this Section 201(d) on any date prior to the Final Repayment Date shall be subject to (A) its obligations under Section 13.1 of the Indenture to the holders of Senior Debt and (B) its obligations under Section 201(h) with respect to the payment of deferred interest on the Debentures.

     (v) Until the Debentures are paid in full, the Replacement Capital Covenant is no longer in effect, or the Debentures become due and payable pursuant to Section 5.2 of the Indenture, the Company shall use Commercially Reasonable Efforts (as defined in clause (vi) below), subject to a Market Disruption Event:

     (A) to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date, not more than 15 and not less than 10 Business Days prior to the Scheduled Maturity Date, on which the Company delivers the notice required by clause (vii) of this Section 201(d) and Section 301, to permit repayment of the Debentures in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 201(d); and

     (B) if the Company is unable for any reason to raise sufficient proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Debentures on the Scheduled Maturity Date or any subsequent Monthly Interest Payment Date, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 30-day period ending on the date, not more than 15 and not less than 10 Business Days prior to the following Monthly

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Interest Payment Date, on which the Company delivers the notice required by clause (vii) of this Section 201(d) and Section 301, to permit repayment of the Debentures in full on such following Monthly Interest Payment Date pursuant to clause (i)(C) of this Section 201(d); and the Company shall apply any such net proceeds to the repayment of the Debentures as provided in clause (viii) of this Section 201(d).

     (vi) For purposes of this Section 201(d), “Commercially Reasonable Efforts” to sell Qualifying Capital Securities means commercially reasonable efforts to complete the offer and sale of Qualifying Capital Securities to Persons other than Subsidiaries in public offerings or private placements. The Company shall not be considered to have made Commercially Reasonable Efforts to effect a sale of Qualifying Capital Securities if it determines not to pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

     (vii) The Company shall, if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to clause (v) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee (which the Trustee will promptly forward upon receipt to the Administrative Trustee, who shall forward such certificate to each holder of record of Capital Securities) no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to clause (v) above in connection with such Repayment Date. The Company shall be excused from its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities pursuant to clause (v) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 30-day period preceding the date of such Officers’ Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or 30-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after commercially reasonable efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the Debentures in full. Each Officers’ Certificate delivered pursuant to this clause (vii), unless no principal amount of Debentures is to be repaid on the applicable Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 301 setting forth the principal amount of the Debentures to be repaid on such Repayment Date, which amount shall be determined after giving effect to clause (viii) of this Section 201(d).

     (viii) Net proceeds of the issuance of any Qualifying Capital Securities that the Company is permitted to apply to repayment of the Debentures on any Repayment Date will be applied, first, to pay deferred interest to the extent of Eligible Proceeds raised pursuant to Section 201(j), second, to pay current interest to the extent not paid from other sources and, third, to repay the principal of Debentures; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any outstanding securities in addition to the Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the

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Debentures and those other securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full. If the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 30-day period (which 30-day period, for purposes of this clause (d), shall extend to the immediately preceding period (not to exceed 150 days) during which Qualifying Capital Securities were sold by the Company the proceeds of which were not applied by the Company to redeem the Debentures, it will not be required to repay any Debentures on the Scheduled Maturity Date or the next Monthly Interest Payment Date, as applicable, but it will use those net proceeds (without double counting for any proceeds from sales of Qualifying Capital Securities during overlapping Market Disruptions Periods) to repay the Debentures on the next Monthly Interest Payment Date as of which it has raised at least $5 million of net proceeds.

     (e) Rate of Interest. The Debentures shall bear interest (i) from and including February 20, 2007 to but excluding February 20, 2032 at the rate of 6.576% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, (ii) thereafter and until the Scheduled Maturity Date, as to any unpaid amounts of the Debentures that remain outstanding, at an annual rate equal to one-month LIBOR plus 1.115%, computed on the basis of a 360-day year and the actual number of days elapsed, and (iii) thereafter until the Final Repayment Date, as to any unpaid amounts of the Debentures that remain outstanding, at an annual rate equal to one-month LIBOR plus 2.115%, computed on the basis of a 360-day year and the actual number of days elapsed. Subject to Sections 201(g) and (h), interest on the Debentures shall be payable (i) semi-annually in arrears on February 20 and August 20 of each year, commencing on August 20, 2007, until and including February 20, 2032 (each such date, a “Semi-Annual Interest Payment Date”), or if any such day is not a Business Day, the following Business Day (and no interest shall accrue as a result of such postponement) and (ii) thereafter, on the 20^th day of each month, or if any such day is not a Business Day, the following Business Day unless such day would fall in the next calendar month, in which case such payment will be made on the immediately preceding Business Day (each such date, a “Monthly Interest Payment Date”), in arrears, commencing on March 20, 2032. Any installment of interest (or portion thereof) deferred in accordance with Section 201(g) or otherwise unpaid shall bear interest, to the extent permitted by law, at the rate of interest then in effect on the Debentures, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date, until paid in accordance with Section 201(h).

     (f) To Whom Interest Payable. Interest shall be payable to the Person in whose name the Debentures are registered at the close of business on the Regular Record Date next preceding the relevant Interest Payment Date, except that (i) interest payable on any Debentures pursuant to their repayment in full in accordance with Article Three and (ii) interest payable on the Final Repayment Date shall be paid to the Person to whom principal is paid. The Regular Record Dates for the Debentures shall be the first day of the month in which an Interest Payment Date occurs; provided that for so long as the Debentures are held by the Property Trustee (or, if distributed to the holders of the Capital Securities in accordance with Section 9.4 of the Trust Agreement, for so long as the Debentures are issued in the form of Global Securities) the

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Regular Record Dates for the Debentures shall be one Business Day prior to the relevant Interest Payment Date. Interest shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, New York and at any other office or agency maintained by the Company for such purpose; provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to such account as may have been appropriately designated by such Person. The principal of and interest on the Debentures payable at Maturity will be made against presentation of the Debentures at the office or agency of the Company maintained for that purpose in the City of New York, New York and at any other office or agency maintained by the Company for such purpose. Upon written request to the Paying Agent not less than 15 calendar days prior to the date on which interest is payable, a Holder of $1,000,000 or more in aggregate principal amount of Debentures may receive payment of interest, other than payments of interest payable at Maturity, by wire transfer of immediately available funds.

     (g) Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time to time prior to the Final Repayment Date, to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Repayment Date or the earlier repayment or redemption in full of the Debentures; and provided, further, that if there has occurred and is continuing an Event of Default with respect to the Debentures, or the Company is in default regarding its payment of any obligation under the Guarantee, or on any date on which accrued interest on the Debentures through the most recent Interest Payment Date has not been paid in full (whether during any applicable Deferral Period or otherwise), the Company shall not, and shall not permit any Subsidiary to: (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock, (B) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any of the Company’s debt securities that rank upon the Company’s liquidation pari passu with the Debentures (“Parity Securities”) or junior to the Debentures or (C) make any guarantee payments with respect to any guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such guarantee ranks pari passu with or junior in interest to the Debentures.

     (ii) The restrictions listed in clause (i) of this Section 201(g) do not apply to:

     (1) any repurchase, redemption or other acquisition of shares of capital stock of the Company in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) a dividend reinvestment or stockholder purchase plan, or (3) the issuance of capital stock of the Company, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Deferral Period;

     (2) any exchange, redemption or conversion of any class or series of the capital stock of the Company or of any of its Subsidiaries for any other class or series of the Company’s capital stock, or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock;

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     (3) any purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged;

     (4) any declaration of a dividend in connection with a stockholder rights plan, or the issuance of rights, stock or other property under any stockholder rights plan, or the redemption or repurchase of rights pursuant thereto;

     (5) any payment by the Company under our Guarantee regarding the Issuer Trust;

     (6) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock;

     (7) any payment during a Deferral Period of current interest in respect of Parity Securities that is made pro rata to the amounts due on such Parity Securities and on the Debentures and any payments of deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities; provided that such payments are made in accordance with Section 201(h) to the extent it applies; or

     (8) any payment of principal during a Deferral Period in respect of Parity Securities having the same Scheduled Maturity Date as the Debentures, as required under a provision of such Parity Securities that is substantially the same as the provision described in Section 201(d), and that is made on a pro rata basis among one or more series of Parity Securities having such a provision and the Debentures.

     (iii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures (together with Additional Interest thereon, if any, at the rate specified for the Debentures) to the extent permitted by applicable law, to the Persons in whose names the Debentures are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period.

     (iv) Subject to Section 201(r), in the case of any Deferral Period that does not terminate on or prior to the Interest Payment Date falling nearest the first anniversary of its commencement, the restrictions set forth in clause (i) of this Section 201(g) shall continue in effect in respect of any redemption or repurchase of securities that rank pari passu with or junior to the Debentures until the first anniversary of the termination of such Deferral Period.

     (v) Upon termination of any Deferral Period and upon the payment of all deferred interest and any Additional Interest then due on any Interest Payment Date the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 201(g).

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     (vi) The Company may elect to pay interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 201(h).

     (vii) The Company shall give written notice of its election to begin or extend any Deferral Period (i) if the Property Trustee is not the sole holder or a holder of the Debentures, to the Holders of the Debentures and the Trustee at least one Business Day prior to the next succeeding Interest Payment Date or (ii) if the Property Trustee is the sole holder of the Debentures, to the Property Trustee and the Trustee at least one Business Day prior to the earlier of (a) the next Distribution Date or (b) the date the Property Trustee is required to give notice to holders of the Capital Securities of the record date for such Distribution Date or of such Distribution Date.

     (h) Payment of Deferred Interest. The Company will not pay deferred interest (including Additional Interest thereon) on the Debentures on any Interest Payment Date during any Deferral Period prior to the Final Repayment Date or at any time an Event of Default has occurred and is continuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) the Company may pay current interest during a Deferral Period from any available funds and (ii) if the Federal Reserve disapproves of the Company’s sale of Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock, the Company may pay deferred interest on the Debentures from any source and if the Federal Reserve disapproves of the use of proceeds of the Company’s sale of Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock to pay deferred interest on the Debentures, the Company may use the proceeds for other purposes and continue to defer interest on the Debentures. To the extent that the Company applies proceeds from the sale of Qualifying Warrants and Qualifying Non-Cumulative Preferred Stock to pay interest on the Debentures, such proceeds shall be allocated first to deferred payments of interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds will be applied to deferred interest payments (including Additional Interest thereon) to the extent such proceeds exceed the amounts described in clause (1) of Section 201(j) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Company and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Debentures. If the Company has outstanding Parity Securities under which it is obligated to sell Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Debentures and those Parity Securities on a pro rata basis up to the Share Cap and the Qualifying Warrants Issuance Cap or Preferred Stock Issuance Cap (or comparable provisions in the instruments governing those Parity Securities) in proportion to the total amounts that are due on the Debentures and such Parity Securities, or on such other basis as the Federal Reserve may approve.

     (i) [Intentially Omitted].

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     (j) Alternative Payment Mechanism. The Company shall provide notice to the Federal Reserve at least 10 Business Days prior to the commencement of any APM Period . Immediately following any APM Commencement Date and until the termination of the related Deferral Period, the Company shall, unless after notice to the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock until the Company has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of deferred interest on the Debentures (including Additional Interest thereon) and applied such Eligible Proceeds on the next Interest Payment Date to the payment of deferred interest (including Additional Interest thereon) in accordance with Section 201(h); provided that:

     (1) the foregoing obligations shall not apply to the extent that (i) with respect to deferred interest attributable to the first five years of any Deferral Period (including Additional Interest thereon), the net proceeds of any issuance of Qualifying Warrants applied during such Deferral Period to pay interest on the Debentures pursuant to this Section 201(j), together with the net proceeds of all prior issuances of Qualifying Warrants pursuant to this Section 201(j) so applied, would exceed an amount equal to 2% of the product of the average of the Current Stock Market Prices of the Qualifying Warrants on the 10 consecutive Trading Days ending on the second Trading Day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of Qualifying Warrants as of the date of the Company’s then most recent publicly available consolidated financial statements (the “Warrant Issuance Cap”) and (ii) the net proceeds of any issuance of Qualifying Non-Cumulative Preferred Stock applied to pay interest on the Debentures pursuant to this Section 201(j), together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Preferred Stock pursuant to this Section 201(j) applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Debentures initially issued under the Indenture (the “Preferred Stock Issuance Cap”); provided that the Warrant Issuance Cap will cease to apply after the ninth anniversary of the commencement of any Deferral Period, at which point the Company must pay any deferred interest, to the extent not disapproved of by the Federal Reserve after notice, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event and the Share Cap; and provided, further, that if the Warrant Issuance Cap is reached during a Deferral Period and the Company subsequently repays all deferred interest, the Warrant Issuance Cap will cease to apply at the termination of such Deferral Period and will not apply again unless and until the Company starts a new Deferral Period;

     (2) the foregoing obligations shall not apply in respect of any Interest Payment Date if the Company shall have provided to the Trustee (and to the Property Trustee of the Issuer Trust to the extent it is the Holder of the Debentures) no more than 15 and no less than 10 Business Days prior to such Interest Payment Date an Officers’ Certificate stating that (i) a Market Disruption Event was existing after the immediately preceding Interest Payment Date and (ii) either (A) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which such Officers’ Certificate is provided or (B) the Market Disruption Event

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continued for only part of such period but the Company was unable after commercially reasonable efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid interest due on the Interest Payment Date with respect to which such Officers’ Certificate is being delivered;

     (3) to the extent that the Company has raised some but not all Eligible Proceeds necessary to pay all deferred interest (including Additional Interest thereon) on any Interest Payment Date pursuant to this Section 201(j) and subject to the Warrant Issuance Cap and the Preferred Stock Issuance Cap, such Eligible Proceeds shall be applied in accordance with Section 201(h); and

     (4) notwithstanding the provisions of clause (1) of this Section 201(j), the Company shall not issue Qualifying Warrants pursuant to this Section 201(j) for the purpose of paying deferred interest on the Debentures (including Additional Interest thereon) to the extent that the total number of shares of Common Stock underlying such Qualifying Warrants, together with all Qualifying Warrants previously issued pursuant to this Section 201(j) exceeds 25 million shares (the “Share Cap”); provided that if the issued and outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Shares Cap shall be correspondingly adjusted. The Company shall use its commercially reasonable efforts to (x) increase the Share Cap from time to time to a number of shares of Common Stock that the Company determines would enable it to issue sufficient Qualifying Warrants to satisfy its obligations under this Section 201(j); and (y) subject to the Share Cap, set the terms of the Qualifying Warrants so as to raise sufficient Eligible Proceeds from their issuance to pay all unpaid deferred interest on the CENts (and Additional Interest thereon) in accordance with this Section 201(j).

     For the avoidance of doubt, once the Company reaches the Warrant Issuance Cap for a Deferral Period, the Company shall not be required to issue more Qualifying Warrants with respect to deferred interest attributable to the first five years of such Deferral Period (including Additional Interest thereon) pursuant to this Section 201(j) even if the amount referred to in clause (1)(i) of this Section 201(j) subsequently increases because of a subsequent increase in the sale price of Common Stock or the number of outstanding shares of Common Stock. The Company shall not be excused from its obligations under this Section 201(j) if it determines not to pursue or complete the sale of Qualifying Warrants or Qualifying Non-Cumulative Preferred Stock due to pricing, dividend rate or dilution considerations.

     (k) Events of Default.

     (i) Solely for purposes of the Debentures, Section 5.1 of the Indenture is revised to add the following as new subsections (6) and (7), and current subsection (6) shall become subsection (8):

          (6) failure to pay in full any interest, including compounded interest, accrued on any Debentures upon the conclusion of a ten-year period commencing with

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the first interest period for which interest (including compounded interest) has not been paid in full and continuance of such failure to pay for a period of 30 days; or

          (7) with respect to a series of junior subordinated debt securities held by a Trust, the related Trust shall have voluntarily or involuntarily dissolved, wound-up its business or otherwise terminated its existence, except in connection with (i) the distribution of the junior subordinated debt securities to holders of the capital securities of the Trust, (ii) the redemption of all of the outstanding capital securities of the Trust or (iii) certain mergers, consolidations or amalgamations of the Trust; or

     (ii) Solely for purposes of the Debentures, Section 5.1(3) of the Indenture shall not apply.

     (iii) Section 5.1 of the Indenture is further revised to replace clause (2) with the following:

          (2) default in the payment of the principal of the Debentures when due whether at maturity, upon redemption or otherwise, subject in the case of any repayment pursuant to Section 201(d) to the limitations set forth therein; or

     (iv) Solely for purposes of the Debentures, Section 5.2 of the Indenture is hereby amended such that it shall apply solely to an Event of Default described in subsection (6) of Section 5.1 of the Indenture as amended in Section 201(k)(i) of this First Supplemental Indenture.

     (v) For so long as the Debentures are held by the Issuer Trust or a trustee thereof, any waiver of past defaults (except for uncured payment defaults) shall require the consent of the Holders of at least a majority by liquidation amount of the Capital Securities; provided, however, that the consent of each Holder of Capital Securities is required to waive a default in the payment of principal, premium or interest with respect to the Debentures or a default in respect of a covenant or provision that cannot be modified or amended without the consent of the Holders of each Outstanding Debenture. If the Holders of Debentures do not waive such default, the Holders of a majority by liquidation amount of the Capital Securities shall have such right.

     (l) Redemption. The Debentures shall be redeemable in accordance with Article Eleven of the Indenture, provided that (i) the Debentures are redeemable in whole or in part at the option of the Company at any time after the date hereof at a Redemption Price equal to (1) 100% of their principal amount plus accrued and unpaid interest to the Redemption Date or (2) in the case of any such redemption prior to February 20, 2032 if greater, the Make-Whole Redemption Price; (ii) (1) in the case of a redemption of the Debentures pursuant to Tax Event or a Rating Agency Event, the Redemption Price shall equal the greater of (1) 100% of their principal amount plus accrued and unpaid interest to the Redemption Date or (2) in the case of any such redemption prior to February 20, 2032 if greater, the Make-Whole Redemption Price and (iii) in the case of a redemption of the Debentures pursuant to an Investment Company Event or a Capital Treatment Event, the Redemption Price shall equal 100% of their principal amount plus accrued and unpaid interest to the Redemption Date. The date of the prospectus supplement

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referred to in the definitions of Capital Treatment Event and Investment Company Event set forth in the Prospectus is February 13, 2007; the Debentures shall be redeemable in whole, but not in part, and subject to any required prior approval by the Federal Reserve, at any time within 90 days following an Investment Company Event, a Capital Treatment Event, a Tax Event or a Rating Agency Event.

     (m) Replacement Capital Covenant. The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities for purposes of determining the extent to which repayment, redemption or purchase of the Debentures or Capital Securities is permitted, except with the consent of the holders of a majority by liquidation amount of the Capital Securities or, if the Debentures have been distributed by the Issuer Trust, the Holders of a majority by principal amount of the Debentures. Except as aforesaid, the Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without the consent of the Holders of the Capital Securities or the Debentures.

     (n) Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership. Each Holder, by such Holder’s acceptance of the Debentures, agrees that if a Bankruptcy Event shall occur prior to the redemption or repayment of such Debentures, such Holder shall have no claim for, and thus no right to receive, any interest deferred pursuant to Section 201(g) (including Additional Interest thereon) that has not been paid pursuant to Sections 201(h) and (j) to the extent the amount of such interest exceeds two years of accumulated and unpaid interest (including Additional Interest thereon) on such Holder’s Debentures; provided that a Holder of Debentures will have an additional preferred equity claim in respect of such accumulated and unpaid interest (including Additional Interest thereon) which is in excess of two years of accumulated and unpaid interest (including Additional Interest thereon) that is senior to the Common Stock and is or would be pari passu with any Preferred Stock up to the amount equal to its pro rata share of any unused portion of the Preferred Stock Issuance Cap. Any such claim will be subject to applicable law.

     (o) Sinking Fund. The Debentures shall not be subject to any sinking fund or analogous provisions.

     (p) Form. The Debentures shall be issued as Registered Securities without coupons and shall be substantially in the form of Annex A attached hereto, with such modifications thereto as may be approved by the authorized officer executing the same.

     (q) Subordination. The subordination provisions of Article Eleven of the Indenture shall apply to the Debentures; provided that for the purposes of the Debentures (but not for the purposes of any other Securities unless specifically set forth in the terms of such Securities), (i) Senior Debt shall also include debt securities, and guarantees in respect of those debt securities, initially issued to any trust, partnership or other entity affiliated with the Company, that is, directly or indirectly, a financing vehicle of the Company in connection with the issuance by such entity of capital securities or other similar securities except to the extent, in the case of any such securities or guarantees issued after the date hereof, the instrument creating those obligations provides that they are not superior in right of payment to the Debentures and (ii)

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Senior Debt shall exclude trade accounts payable and accrued liabilities arising in the ordinary course of business.

     (r) Business Combinations. If the Company engages in any merger, consolidation, amalgamation or conveyance, transfer or lease of assets substantially as any entirety to any other Person, where immediately after the consummation of such transaction more than 50% of the voting stock of the Person formed by such transaction, or the Person that is the surviving entity of such transaction, or the Person to whom such properties and assets are conveyed, transferred or leased in such transaction, is owned by the shareholders of the other party to such transaction, then (i) Section 201(h) shall not apply to any interest on the Debentures that is deferred and unpaid as of the date of consummation of such transaction and (ii) clause (iv) of Section 201(g) shall not apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of such transaction.

     (s) Registrar, Paying Agent, Authenticating Agent and Place of Payment. The Company hereby appoints The Bank of New York, as Security Registrar, Authenticating Agent and Paying Agent with respect to the Debentures. The Debentures may be surrendered for registration of transfer and for exchange at the office or agency of the Company maintained for such purpose in the City of New York and at any other office or agency maintained by the Company for such purpose. The Place of Payment for the Debentures shall be the Security Registrar’s office at 101 Barclay Street, 8W, New York, New York 10286.

     (t) Modification of the Indenture.

     (i) Section 9.2(1) of the Indenture is revised to add the modification or amendment of the subordination provisions of the Indenture in a manner adverse to the holders of Senior Debt as an action requiring the consent of each Outstanding Holder affected thereby.

     (ii) Section 9.2(2) of the Indenture is revised to add as a proviso that, with respect to any Outstanding Security issued to a Trust, so long as any of the corresponding series of Outstanding Securities issued by such Trust remains outstanding, no such amendment shall be made that adversely affects the holders of such Outstanding Securities in any material respect without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Outstanding Securities.

ARTICLE THREE

REPAYMENT OF THE DEBENTURES SECTION

     Section 301. Repayment. The Company shall, not less than 20 Business Days prior to each Repayment Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of the principal amount of Debentures to be repaid on such date pursuant to Section 201(d).

     Section 302. Selection of Debentures to be Repaid. If less than all the Debentures are to be repaid on any Repayment Date (unless the Debentures are issued in the form of a Global Security or held by the Property Trustee), the particular Debentures to be repaid shall be selected

20

not more than 60 days prior to such Repayment Date by the Trustee, from the Outstanding Debentures not previously repaid or called for redemption, by lot or such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Debenture, provided that the portion of the principal amount of any Debenture not repaid shall be in an authorized denomination (which shall not be less than the minimum authorized denomination).

     The Trustee shall promptly notify the Company in writing of the Debentures selected for partial repayment and the principal amount thereof to be repaid. For all purposes hereof, unless the context otherwise requires, all provisions relating to the repayment of Debentures shall relate, in the case of any Debenture repaid or to be repaid only in part, to the portion of the principal amount of such Debenture which has been or is to be repaid. Debentures registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Debentures selected for repayment except to the extent no other Debentures remain or would remain outstanding.

     Section 303. Notice of Repayment. Notice of repayment shall be given by first-class mail, postage prepaid, mailed not earlier than the 15th day, and not later than the 10th Business Day, prior to the Repayment Date, to each Holder of Debentures to be repaid, at the address of such Holder as it appears in the Security Register.

     Each notice of repayment shall identify the Debentures to be repaid (including CUSIP number, if a CUSIP number has been assigned to the Debentures) and shall state:

     (a) the Repayment Date;

     (b) if less than all Outstanding Debentures are to be repaid, the identification (and, in the case of partial repayment, the respective principal amounts) of the particular Debentures to be repaid;

     (c) that on the Repayment Date, the principal amount of the Debentures to be repaid will become due and payable upon each such Debenture or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date; and

     (d) the place or places where such Debentures are to be surrendered for payment of the principal amount thereof.

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

     Section 304. Deposit of Repayment Amount. Prior to 10:00 a.m. New York City time on the Repayment Date specified in the notice of repayment given as provided in Section 303, the Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is

21

acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 6.6 of the Indenture) an amount of money sufficient to pay the principal amount of, and any accrued interest (including Additional Interest) on, all the Debentures which are to be repaid on that date.

     Section 305. Repayment of Debentures. If any notice of repayment has been given as provided in Section 303, the Debentures or portion of the Debentures with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice. On presentation and surrender of such Debentures at a Place of Payment in said notice specified, the said securities or the specified portions thereof shall be paid by the Company at their principal amount, together with accrued interest (including any Additional Interest) to the Repayment Date; provided that, except in the case of a repayment in full of all Outstanding Debentures, installments of interest whose Stated Maturity is on or prior to the Repayment Date will be payable to the Holders of such Debentures, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.7 of the Indenture.

     Upon presentation of any Debenture repaid in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Debenture or Debentures, of authorized denominations, in aggregate principal amount equal to the portion of the Debenture not repaid and so presented and having the same Scheduled Maturity Date and other terms. If a Global Security is so surrendered, such new Debenture will also be a new Global Security.

     If any Debenture required to be repaid shall not be so repaid upon surrender thereof, the principal of such Debenture shall, until paid, bear interest from the applicable Repayment Date at the rate prescribed therefore in the Debenture.

ARTICLE FOUR

MISCELLANEOUS

     Section 401. Trust Indenture Act. If any provision of this First Supplemental Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 through operation of Section 318(c) thereof, such imposed duties shall control.

     Section 402. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

     Section 403. Successors and Assigns. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether expressed or not.

     Section 404. Separability. In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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     Section 405. Benefit of First Supplemental Indenture. Nothing in this First Supplemental Indenture or the Debentures, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Paying Agent, the Holders, and, to the extent set forth in Section 201(m), the holders of the Capital Securities, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture.

     Section 406. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section 407. No Representations by Trustee. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

     Section 408. Amendments. Notwithstanding anything to the contrary contained in this First Supplemental Indenture, the consent of the Holders of the Debentures shall not be required to effect any amendment required in order to make this First Supplemental Indenture consistent with the description of the First Supplemental Indenture contained in the Prospectus, dated February 13, 2007, as supplemented by the Prospectus Supplement, dated February 13, 2007, relating to the Capital Securities.

* * * *

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

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

COMERICA INCORPORATED
By:	/s/ Robert W. Spencer, Jr.
Name: Robert W. Spencer, Jr.
Title: Vice President, Corporate Finance & Securities Counsel & Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By:	/s/ James D. Heaney
Name: James D. Heaney
Title: Vice President

[First Supplemental Indenture]

S-1

ANNEX A

     The following legend applies if this Security is a Global Security: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), 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.

     This Security is not a deposit or other obligation of a depository institution and is not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other governmental agency.

COMERICA INCORPORATED

6.576% Capital Efficient Notes due 2082

No. 1

CUSIP No.

$515,464,000

     COMERICA INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York, as property trustee for COMERICA CAPITAL TRUST II, or its registered assigns, the principal sum of FIVE HUNDRED FIFTEEN MILLION FOUR HUNDRED SIXTY-FOUR THOUSAND dollars ($515,464,000) on February 2, 2082, or if such day is not a Business Day (as hereinafter defined), the following Business Day (the “Final Repayment Date”); provided that the principal amount of, and all accrued and unpaid interest on, this Security shall be payable in full on February 20, 2037, or if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”) or any subsequent Interest Payment Date (as hereinafter defined) to the extent set forth in the First Supplemental Indenture hereinafter referred to. The Company further promises to pay interest on said principal sum from February 20, 2007 or from the most recent Interest Payment Date for which interest has been paid or duly provided for. This Security shall bear interest (i) from and including February 20, 2007 to but excluding February 20, 2032 (or if earlier, until the principal hereof is paid in full), at the rate of 6.576% per annum, payable (subject to deferral as set forth herein) semi-annually in arrears on February 20 and August 20 of each year, commencing on August 20, 2007, (ii) thereafter and until the Scheduled Maturity Date, at an annual rate equal to one-month LIBOR (as defined in the First Supplemental Indenture) plus 1.115%, payable (subject to deferral as set forth herein) on the 20^th day of each month, and (iii) thereafter until the Final Repayment Date, at

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an annual rate equal to one-month LIBOR plus 2.115%, payable (subject to deferral as set forth herein) on the 20^th day of each month, or in the case of these clauses (ii) and (iii), if any such day is not a Business Day, the following Business Day unless such date would fall in the next calendar month, in which case the immediately preceding Business Day, in arrears, commencing on March 20, 2032 until the principal thereof is paid or duly provided for or made available for payment (each such day referred to in clause (i), (ii), or (iii), an “Interest Payment Date”). In the event any Interest Payment Date before the Scheduled Maturity Date is not a Business Day, the interest payable on such day shall be paid on the following Business Day and no interest will accrue as a result of such postponement. Any installment of interest (or portion thereof) deferred in accordance with the First Supplemental Indenture or otherwise unpaid on the relevant Interest Payment Date shall bear interest, to the extent permitted by law, at the rate of interest then in effect on this Security, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date, until paid in accordance with the First Supplemental Indenture.

     From and including February 20, 2007 to but excluding February 20, 2032, the amount of interest payable on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months; thereafter and until the Final Repayment Date, the amount of interest payable on this Security shall be computed on the basis of a 360-day year and the actual number of days elapsed. A “Business Day” shall mean any day other than (i) a Saturday or Sunday or other day on which banking institutions in The City of New York, Detroit, Michigan or Wilmington, Delaware are authorized or required by law or executive order to remain closed, or (ii) on or after February 20, 2032 a day on which dealings in deposits in U.S. dollars are not transacted in the London interbank market. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which shall be (i) the Business Day next preceding such Interest Payment Date if this Security is issued in the form of a Global Security or is held by the Property Trustee, or (ii) the first day of the month in which such Interest Payment Date occurs if this Security is not issued in the form of a Global Security or held by the Property Trustee. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or self-regulatory organization, all as more fully provided in said Indenture.

     The Company shall have the right, at any time and from time to time prior to the Final Repayment Date, to defer the payment of interest on this Security for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period (as hereinafter defined) shall extend beyond the Final Repayment Date or the earlier repayment or redemption in full of the Securities of this series; and provided, further, that during any such Deferral Period (and, except as provided in the First Supplemental Indenture with respect to certain transactions,

A-2

in the case of any Deferral Period that does not terminate on or prior to the Interest Payment Date falling closest to the first anniversary of the commencement of such Deferral Period, until the first anniversary of the termination of such Deferral Period), if there has occurred and is continuing an Event of Default with respect to the Securities of this series or if accrued interest through the most recent Interest Payment Date has not been paid in full, whether during any applicable Deferral Period or otherwise or a Deferral Period is continuing or the Company is in default regarding its payment of any obligation under its guarantee regarding the Issuer Trust, the Company shall not, and shall not permit any Subsidiary, subject to certain exceptions set forth in the First Supplemental Indenture, to: (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock, (ii) other than any repayment of the Securities of this series pursuant to Section 201(d) of the First Supplemental Indenture or any partial payments of deferred interest that may be made pursuant to Section 201(h) of the First Supplemental Indenture, make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company (including other Securities or other A-2 junior subordinated debt) that ranks upon the Company’s liquidation pari passu with or junior in interest to this Security or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary if such guarantee ranks pari passu with or junior in interest to this Security. Each period beginning on the Interest Payment Date with respect to which the Company elects to defer all or part of any interest payment and ending on the earlier of (i) the tenth anniversary of such Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid all accrued and unpaid interest on this Security is referred to as a “Deferral Period.” At the end of any such Deferral Period, the Company shall pay all interest then accrued and unpaid on this Security (together with Additional Interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name this Security is registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period. Upon termination of any Deferral Period, the Company may elect to begin a new Deferral Period, subject to the above requirements. The Company may elect to pay current interest on any Interest Payment Date during any Deferral Period to the extent permitted, and shall pay deferred interest (including Additional Interest thereon) to the extent required, by the First Supplemental Indenture.

     The Company shall give written notice of its election to begin or extend any Deferral Period (i) if the Property Trustee is not the sole holder or a holder of the Securities of this series, to the Holders of the Securities of this series and the Trustee at least one Business Day prior to the next succeeding Interest Payment Date, or (ii) if the Property Trustee is the sole holder of the Securities of this series, to the Property Trustee and the Trustee at least one Business Day prior to the earlier of (a) the next Distribution Date or (b) the date the Property Trustee is required to give notice to holders of such Capital Securities of the record date for such Distribution Date or of such Distribution Date.

     Payment of principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the City of Detroit, Michigan or at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such

A-3

address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the relevant Interest Payment Date by the Person entitled thereto as specified in the Securities Register. Upon written request to the Paying Agent not less than 15 days prior to the date on which interest is payable, a Holder of $1,000,000 or more in aggregate principal amount of Securities of the series may receive payments of interest, other than payments of interest at Maturity, by wire transfer of immediately available funds.

     The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. The Securities of this series shall, not in limitation of the preceding sentence, rank junior to debt securities issued under the Indenture dated July 31, 2001 between the Company and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association). Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

COMERICA INCORPORATED

By:
Name:
Title:

[SEAL]

Attest:

          [Secretary or Assistant Secretary]

Dated:

     This is one of the Securities, of the series designated herein, described in the within mentioned Indenture.

THE BANK OF NEW YORK
Not in its individual capacity but solely as Trustee

By:
          Authorized Officer:

A-5

REVERSE OF SECURITY

     This Capital Efficient Note is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of July 31, 2001, between the Company and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association)(herein called the “Indenture”), as supplemented by the first supplemental indenture thereto, dated as of February 20, 2007 (herein called the “First Supplemental Indenture”), between the Company and The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities of this series, and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount of $515,464,000.

     All terms used in this Security that are defined in the First Supplemental Indenture, in the Indenture or in the Amended and Restated Declaration of Trust and Trust Agreement, dated as of February 20, 2007(the “Trust Agreement”), for Comerica Capital Trust II, among Comerica Incorporated, as Depositor, and the Issuer Trustees named therein, shall have the meanings assigned to them in the First Supplemental Indenture, the Indenture or the Trust Agreement, as the case may be; provided, however, in the event that different meanings are assigned in the First Supplemental Indenture and the Indenture, the meanings assigned in the First Supplemental Indenture shall control.

     The Company may, at its option, and subject to the terms and conditions of the First Supplemental Indenture and Article Eleven of the Indenture, redeem this Security in whole or in part at any time at a price equal to the greater of (1) 100% of the principal amount of this Security (plus accrued and unpaid interest to the Redemption Date) or (2) in the case of any redemption prior to the Scheduled Maturity Date, the present value of scheduled payments of principal and interest from the Redemption Date to the Scheduled Maturity Date (assuming for this purpose the repayment in full of this Security on the Scheduled Maturity Date) on this Security, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus a spread of 0.375%.

     Upon the occurrence and during the continuation of a Tax Event, Rating Agency Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Company may, at its option, at any time within 90 days of the occurrence of such event, redeem the Securities of this series, in whole but not in part, subject to Section 11.7 of the Indenture and the other provisions of Article Eleven of the Indenture and Section 201(l) of the First Supplemental Indenture. In the case of a Tax Event or a Rating Agency Event, the redemption price shall be equal to the greater of (1) 100% of the principal amount of this Security (plus accrued and unpaid interest through the Redemption Date) or (2) the present value of scheduled payments of principal and interest from the Redemption Date to the Scheduled Maturity Date on this Security, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day

A-6

year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus a spread of 0.500%. In the case of an Investment Company Event or a Capital Treatment Event, the redemption price shall be equal to 100% of the principal amount of this Security (plus accrued and unpaid interest through the Redemption Date).

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

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

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

     As provided in and subject to the provisions of the Indenture and the First Supplemental Indenture, if an Event of Default arising from a failure to pay in full any interest, including compounded interest, accrued on any Debentures upon the conclusion of a ten-year period commencing with the first interest period for which interest (including compounded interest) has not been paid in full and continuance of such failure to pay for a period of 30 days, then and in each such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount, and accrued interest (including Additional Interest), of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); provided that if, upon such an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fail to declare the principal amount of all the Securities of this series to be immediately due and payable, either the Property Trustee or the holders of at least 25% in aggregate liquidation amount of the Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable; and provided, further, that the payment of principal and

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interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article Thirteen of the Indenture.

     As provided in and subject to the provisions of the Indenture and the First Supplemental Indenture, a Holder of a Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Section 3.7 of the Indenture) interest (including any Additional Interest) on the Security on the Scheduled Maturity Date or the Final Repayment Date, as applicable (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. In the case of Securities held by the Issuer Trust, any holder of Capital Securities shall have the right, upon the occurrence of an Event of Default described in Section 5.1(1), 5.1(2) or 5.1(6) of the Indenture (as supplemented by the First Supplemental Indenture), to institute a suit directly against the Company for enforcement of payment to such holder of principal of (premium, if any) and (subject to Section 3.7 of the Indenture) interest (including any Additional Interest) on the Securities having a principal amount equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of such Capital Securities held by such Holder.

     Each Holder, by such Holder’s acceptance hereof, agrees that if a Bankruptcy Event shall occur prior to the redemption or repayment of this Security, such Holder shall have no claim for, and thus no right to receive, any interest deferred pursuant to the First Supplemental Indenture (including Additional Interest thereon) that has not been paid out of the proceeds of the issuance of certain securities in accordance with the First Supplemental Indenture to the extent the amount of such interest exceeds two years of accumulated and unpaid interest (including Additional Interest thereon) on this Security; provided, that a Holder of Debentures will have an additional preferred equity claim in respect of such accumulated and unpaid interest (including compounded interest thereon) which is in excess of two years of accumulated and unpaid interest (including Additional Interest thereon) that is senior to the Common Stock and is or would be pari passu with any Preferred Stock up to the amount equal to its pro rata share of any unused portion of the Preferred Stock Issuance Cap. Any such claim will be subject to applicable law.

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

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

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

     The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same.

     If this Security is a Global Security, this Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof, or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, bearing interest at the same rate, having the same terms and of authorized denominations aggregating a like amount.

     If this Security is a Global Security, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of beneficial interests in this global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.

     No recourse shall be had for the payment of the principal of or the interest, including Additional Interest, on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, the First Supplemental Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

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

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

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ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN
COM	—	as tenants in common
TEN
ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT —		Custodian
	(Cust)		(Minor)
Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

Please Insert Social Security or
Other Identifying Number of Assignee

(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

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the within Security of COMERICA INCORPORATED and does hereby irrevocably constitute and appoint                      attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.

Dated:

     NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

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EX-4.3

EXHIBIT 4.3

     The following legend applies if this Security is a Global Security: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), 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.

     This Security is not a deposit or other obligation of a depository institution and is not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other governmental agency.

COMERICA INCORPORATED

6.576% Capital Efficient Notes due 2082

No. 1

$515,464,000

     COMERICA INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York, as property trustee for COMERICA CAPITAL TRUST II, or its registered assigns, the principal sum of FIVE HUNDRED FIFTEEN MILLION FOUR HUNDRED SIXTY-FOUR THOUSAND dollars ($515,464,000) on February 2, 2082, or if such day is not a Business Day (as hereinafter defined), the following Business Day (the “Final Repayment Date”); provided that the principal amount of, and all accrued and unpaid interest on, this Security shall be payable in full on February 20, 2037, or if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”) or any subsequent Interest Payment Date (as hereinafter defined) to the extent set forth in the First Supplemental Indenture hereinafter referred to. The Company further promises to pay interest on said principal sum from February 20, 2007 or from the most recent Interest Payment Date for which interest has been paid or duly provided for. This Security shall bear interest (i) from and including February 20, 2007 to but excluding February 20, 2032 (or if earlier, until the principal hereof is paid in full), at the rate of 6.576% per annum, payable (subject to deferral as set forth herein) semi-annually in arrears on February 20 and August 20 of each year, commencing on August 20, 2007, (ii) thereafter and until the Scheduled Maturity Date, at an annual rate equal to one-month LIBOR (as defined in the First Supplemental Indenture) plus 1.115%, payable (subject to deferral as set forth herein) on the 20^th day of each month, and (iii) thereafter until the Final Repayment Date, at an annual rate equal to one-month LIBOR plus 2.115%, payable (subject to deferral as set forth herein) on the 20^th day of each month, or in the case of these clauses (ii) and (iii), if any such day is not a Business Day, the following Business Day unless such date would fall in the next calendar month, in which case the immediately preceding Business Day, in arrears, commencing

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on March 20, 2032 until the principal thereof is paid or duly provided for or made available for payment (each such day referred to in clause (i), (ii), or (iii), an “Interest Payment Date”). In the event any Interest Payment Date before the Scheduled Maturity Date is not a Business Day, the interest payable on such day shall be paid on the following Business Day and no interest will accrue as a result of such postponement. Any installment of interest (or portion thereof) deferred in accordance with the First Supplemental Indenture or otherwise unpaid on the relevant Interest Payment Date shall bear interest, to the extent permitted by law, at the rate of interest then in effect on this Security, from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date, until paid in accordance with the First Supplemental Indenture.

     From and including February 20, 2007 to but excluding February 20, 2032, the amount of interest payable on this Security shall be computed on the basis of a 360-day year comprised of twelve 30-day months; thereafter and until the Final Repayment Date, the amount of interest payable on this Security shall be computed on the basis of a 360-day year and the actual number of days elapsed. A “Business Day” shall mean any day other than (i) a Saturday or Sunday or other day on which banking institutions in The City of New York, Detroit, Michigan or Wilmington, Delaware are authorized or required by law or executive order to remain closed, or (ii) on or after February 20, 2032 a day on which dealings in deposits in U.S. dollars are not transacted in the London interbank market. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which shall be (i) the Business Day next preceding such Interest Payment Date if this Security is issued in the form of a Global Security or is held by the Property Trustee, or (ii) the first day of the month in which such Interest Payment Date occurs if this Security is not issued in the form of a Global Security or held by the Property Trustee. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or self-regulatory organization, all as more fully provided in said Indenture.

     The Company shall have the right, at any time and from time to time prior to the Final Repayment Date, to defer the payment of interest on this Security for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period (as hereinafter defined) shall extend beyond the Final Repayment Date or the earlier repayment or redemption in full of the Securities of this series; and provided, further, that during any such Deferral Period (and, except as provided in the First Supplemental Indenture with respect to certain transactions, in the case of any Deferral Period that does not terminate on or prior to the Interest Payment Date falling closest to the first anniversary of the commencement of such Deferral Period, until the first anniversary of the termination of such Deferral Period), if there has occurred and is continuing an Event of Default with respect to the Securities of this series or if accrued interest

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through the most recent Interest Payment Date has not been paid in full, whether during any applicable Deferral Period or otherwise or a Deferral Period is continuing or the Company is in default regarding its payment of any obligation under its guarantee regarding the Issuer Trust, the Company shall not, and shall not permit any Subsidiary, subject to certain exceptions set forth in the First Supplemental Indenture, to: (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock, (ii) other than any repayment of the Securities of this series pursuant to Section 201(d) of the First Supplemental Indenture or any partial payments of deferred interest that may be made pursuant to Section 201(h) of the First Supplemental Indenture, make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company (including other Securities or other A-2 junior subordinated debt) that ranks upon the Company’s liquidation pari passu with or junior in interest to this Security or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary if such guarantee ranks pari passu with or junior in interest to this Security. Each period beginning on the Interest Payment Date with respect to which the Company elects to defer all or part of any interest payment and ending on the earlier of (i) the tenth anniversary of such Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid all accrued and unpaid interest on this Security is referred to as a “Deferral Period.” At the end of any such Deferral Period, the Company shall pay all interest then accrued and unpaid on this Security (together with Additional Interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name this Security is registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period. Upon termination of any Deferral Period, the Company may elect to begin a new Deferral Period, subject to the above requirements. The Company may elect to pay current interest on any Interest Payment Date during any Deferral Period to the extent permitted, and shall pay deferred interest (including Additional Interest thereon) to the extent required, by the First Supplemental Indenture.

     The Company shall give written notice of its election to begin or extend any Deferral Period (i) if the Property Trustee is not the sole holder or a holder of the Securities of this series, to the Holders of the Securities of this series and the Trustee at least one Business Day prior to the next succeeding Interest Payment Date, or (ii) if the Property Trustee is the sole holder of the Securities of this series, to the Property Trustee and the Trustee at least one Business Day prior to the earlier of (a) the next Distribution Date or (b) the date the Property Trustee is required to give notice to holders of such Capital Securities of the record date for such Distribution Date or of such Distribution Date.

     Payment of principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the City of Detroit, Michigan or at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the relevant Interest Payment Date by the Person entitled thereto as specified in the Securities Register. Upon written request to the Paying Agent not less than 15 days prior to the date on

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which interest is payable, a Holder of $1,000,000 or more in aggregate principal amount of Securities of the series may receive payments of interest, other than payments of interest at Maturity, by wire transfer of immediately available funds.

     The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. The Securities of this series shall, not in limitation of the preceding sentence, rank junior to debt securities issued under the Indenture dated July 31, 2001 between the Company and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association). Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

COMERICA INCORPORATED

By:

Name:

Title:

[SEAL]

Attest:

[Secretary or Assistant Secretary]

Dated:

     This is one of the Securities, of the series designated herein, described in the within mentioned Indenture.

THE BANK OF NEW YORK

Not in its individual capacity but solely as Trustee

By:

Authorized Officer:

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REVERSE OF SECURITY

     This Capital Efficient Note is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of July 31, 2001, between the Company and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association)(herein called the “Indenture”), as supplemented by the first supplemental indenture thereto, dated as of February 20, 2007 (herein called the “First Supplemental Indenture”), between the Company and The Bank of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities of this series, and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount of $515,464,000.

     All terms used in this Security that are defined in the First Supplemental Indenture, in the Indenture or in the Amended and Restated Declaration of Trust and Trust Agreement, dated as of February 20, 2007(the “Trust Agreement”), for Comerica Capital Trust II, among Comerica Incorporated, as Depositor, and the Issuer Trustees named therein, shall have the meanings assigned to them in the First Supplemental Indenture, the Indenture or the Trust Agreement, as the case may be; provided, however, in the event that different meanings are assigned in the First Supplemental Indenture and the Indenture, the meanings assigned in the First Supplemental Indenture shall control.

     The Company may, at its option, and subject to the terms and conditions of the First Supplemental Indenture and Article Eleven of the Indenture, redeem this Security in whole or in part at any time at a price equal to the greater of (1) 100% of the principal amount of this Security (plus accrued and unpaid interest to the Redemption Date) or (2) in the case of any redemption prior to the Scheduled Maturity Date, the present value of scheduled payments of principal and interest from the Redemption Date to the Scheduled Maturity Date (assuming for this purpose the repayment in full of this Security on the Scheduled Maturity Date) on this Security, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus a spread of 0.375%.

     Upon the occurrence and during the continuation of a Tax Event, Rating Agency Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Company may, at its option, at any time within 90 days of the occurrence of such event, redeem the Securities of this series, in whole but not in part, subject to Section 11.7 of the Indenture and the other provisions of Article Eleven of the Indenture and Section 201(l) of the First Supplemental Indenture. In the case of a Tax Event or a Rating Agency Event, the redemption price shall be equal to the greater of (1) 100% of the principal amount of this Security (plus accrued and unpaid interest through the Redemption Date) or (2) the present value of scheduled payments of principal and interest from the Redemption Date to the Scheduled Maturity Date on this Security, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day

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year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus a spread of 0.500%. In the case of an Investment Company Event or a Capital Treatment Event, the redemption price shall be equal to 100% of the principal amount of this Security (plus accrued and unpaid interest through the Redemption Date).

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

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

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

     As provided in and subject to the provisions of the Indenture and the First Supplemental Indenture, if an Event of Default arising from a failure to pay in full any interest, including compounded interest, accrued on any Debentures upon the conclusion of a ten-year period commencing with the first interest period for which interest (including compounded interest) has not been paid in full and continuance of such failure to pay for a period of 30 days, then and in each such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount, and accrued interest (including Additional Interest), of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); provided that if, upon such an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fail to declare the principal amount of all the Securities of this series to be immediately due and payable, either the Property Trustee or the holders of at least 25% in aggregate liquidation amount of the Capital Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable; and provided, further, that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article Thirteen of the Indenture.

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     As provided in and subject to the provisions of the Indenture and the First Supplemental Indenture, a Holder of a Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Section 3.7 of the Indenture) interest (including any Additional Interest) on the Security on the Scheduled Maturity Date or the Final Repayment Date, as applicable (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. In the case of Securities held by the Issuer Trust, any holder of Capital Securities shall have the right, upon the occurrence of an Event of Default described in Section 5.1(1), 5.1(2) or 5.1(6) of the Indenture (as supplemented by the First Supplemental Indenture), to institute a suit directly against the Company for enforcement of payment to such holder of principal of (premium, if any) and (subject to Section 3.7 of the Indenture) interest (including any Additional Interest) on the Securities having a principal amount equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of such Capital Securities held by such Holder.

     Each Holder, by such Holder’s acceptance hereof, agrees that if a Bankruptcy Event shall occur prior to the redemption or repayment of this Security, such Holder shall have no claim for, and thus no right to receive, any interest deferred pursuant to the First Supplemental Indenture (including Additional Interest thereon) that has not been paid out of the proceeds of the issuance of certain securities in accordance with the First Supplemental Indenture to the extent the amount of such interest exceeds two years of accumulated and unpaid interest (including Additional Interest thereon) on this Security; provided, that a Holder of Debentures will have an additional preferred equity claim in respect of such accumulated and unpaid interest (including compounded interest thereon) which is in excess of two years of accumulated and unpaid interest (including Additional Interest thereon) that is senior to the Common Stock and is or would be pari passu with any Preferred Stock up to the amount equal to its pro rata share of any unused portion of the Preferred Stock Issuance Cap. Any such claim will be subject to applicable law.

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

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

A-8

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

     The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same.

     If this Security is a Global Security, this Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days, (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof, or (z) an Event of Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, bearing interest at the same rate, having the same terms and of authorized denominations aggregating a like amount.

     If this Security is a Global Security, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as provided above, owners of beneficial interests in this global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.

     No recourse shall be had for the payment of the principal of or the interest, including Additional Interest, on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, the First Supplemental Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

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

A-9

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

A-10

ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

	TEN
	COM	—	as tenants in common
	TEN
	ENT	—	as tenants by the entireties
JT TEN		—	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT —                      Custodian

          (Cust) (Minor)

Under Uniform Gifts to Minors Act

          (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

Please Insert Social Security or

Other Identifying Number of Assignee

(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

A-11

the within Security of COMERICA INCORPORATED and does hereby irrevocably constitute and appoint                      attorney to transfer the said Security on the books of the Company, with full power of substitution in the premises.

Dated:

     NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.

A-12

EX-4.4

EXHIBIT 4.4

AMENDED AND RESTATED DECLARATION

OF TRUST AND TRUST AGREEMENT

among

COMERICA INCORPORATED, as Sponsor

THE BANK OF NEW YORK, as Property Trustee

THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee

PAUL E. BURDISS, as Administrative Trustee

and the several Holders of the Trust Securities

Dated as of February 20, 2007

COMERICA CAPITAL TRUST II

TABLE OF CONTENTS

			Page
ARTICLE 1 DEFINED TERMS				1
	SECTION 1.1.	Definitions		1
ARTICLE 2 CONTINUATION OF THE ISSUER TRUST				10
	SECTION 2.1.	Name		10
	SECTION 2.2.	Office of the Delaware Trustee; Principal Place of Business		10
	SECTION 2.3.	Initial Contribution of Trust Property; Organizational Expenses		10
	SECTION 2.4.	Issuance of the Capital Securities		10
	SECTION 2.5.	Issuance of the Common Securities; Subscription and Purchase Debentures		11
	SECTION 2.6.	Declaration of Trust		11
	SECTION 2.7.	Authorization to Enter into Certain Transactions		12
	SECTION 2.8.	Assets of Trust		15
	SECTION 2.9.	Title to Trust Property		16
ARTICLE 3 PAYMENT ACCOUNT				16
	SECTION 3.1.	Payment Account		16
ARTICLE 4 DISTRIBUTIONS; REDEMPTION				16
	SECTION 4.1.	Distributions		16
	SECTION 4.2.	Redemption		18
	SECTION 4.3.	Ranking of Common Securities		20
	SECTION 4.4.	Payment Procedures		20
	SECTION 4.5.	Tax Returns and Reports		21
	SECTION 4.6.	Payment of Expenses of the Issuer Trust		21
	SECTION 4.7.	Payments under Indenture or Pursuant to Direct Actions		21
ARTICLE 5 TRUST SECURITIES CERTIFICATES				22
	SECTION 5.1.	Initial Ownership		22
	SECTION 5.2.	The Trust Securities Certificates		22
	SECTION 5.3.	Execution and Delivery of Trust Securities Certificates		22
	SECTION 5.4.	Registration of Transfer and Exchange of Capital Securities Certificates		23

i

TABLE OF CONTENTS
(continued)

			Page
	SECTION 5.5.	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates		24
	SECTION 5.6.	Persons Deemed Holders		24
	SECTION 5.7.	Access to List of Holders’ Names and Addresses		24
	SECTION 5.8.	Maintenance of Office Agency		24
	SECTION 5.9.	Appointment of Paying Agent		25
	SECTION 5.10.	Ownership of Common Securities by Sponsor		25
	SECTION 5.11.	Book-Entry Capital Securities Certificates; Common Securities Certificate		25
	SECTION 5.12.	Notices to Clearing Agency		26
	SECTION 5.13.	Definitive Capital Securities Certificates		26
	SECTION 5.14.	Rights of Holders; Waivers of Past Defaults		27
	SECTION 5.15.	CUSIP Numbers		29
ARTICLE 6 ACTS OF HOLDERS; MEETINGS; VOTING				30
	SECTION 6.1.	Limitations on Voting Rights		30
	SECTION 6.2.	Notice of Meetings		31
	SECTION 6.3.	Meetings of Holders of the Capital Securities		31
	SECTION 6.4.	Voting Rights		31
	SECTION 6.5.	Proxies, etc.		31
	SECTION 6.6.	Holder Action by Written Consent		32
	SECTION 6.7.	Record Date for Voting and Other Purposes		32
	SECTION 6.8.	Acts of Holders		32
	SECTION 6.9.	Inspection of Records		33
ARTICLE 7 REPRESENTATIONS AND WARRANTIES				33
	SECTION 7.1.	Representations and Warranties of the Property Trustee and the Delaware Trustee		33
	SECTION 7.2.	Representations and Warranties of Sponsor		35
ARTICLE 8 THE ISSUER TRUSTEES				35
	SECTION 8.1.	Certain Duties and Responsibilities		35
	SECTION 8.2.	Certain Notices		38

ii

TABLE OF CONTENTS
(continued)

			Page
	SECTION 8.3.	Certain Rights of Property Trustee and the Delaware Trustee		38
	SECTION 8.4.	Not Responsible for Recitals or Issuance of Securities		40
	SECTION 8.5.	May Hold Securities		41
	SECTION 8.6.	Compensation; Indemnity; Fees		41
	SECTION 8.7.	Corporate Property Trustee Required; Eligibility of Issuer Trustees and
		Administrative Trustee		42
	SECTION 8.8.	Conflicting Interests		43
	SECTION 8.9.	Co-Trustees and Separate Trustee		43
	SECTION 8.10.	Resignation and Removal; Appointment of Successor		44
	SECTION 8.11.	Acceptance of Appointment by Successor		46
	SECTION 8.12.	Merger, Conversion, Consolidation or Succession to Business		47
	SECTION 8.13.	Preferential Collection of Claims Against Sponsor or Issuer Trust		47
	SECTION 8.14.	Trustee May File Proofs of Claim		47
	SECTION 8.15.	Reports by Property Trustee		48
	SECTION 8.16.	Reports to the Property Trustee		49
	SECTION 8.17.	Evidence of Compliance with Conditions Precedent		49
	SECTION 8.18.	Number of Issuer Trustees		49
	SECTION 8.19.	Delegation of Power		49
ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER				50
	SECTION 9.1.	Dissolution Upon Expiration Date		50
	SECTION 9.2.	Early Dissolution		50
	SECTION 9.3.	Dissolution		51
	SECTION 9.4.	Liquidation		51
	SECTION 9.5.	Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust		52
ARTICLE 10 MISCELLANEOUS PROVISIONS				53
	SECTION 10.1.	Limitation of Rights of Holders		53
	SECTION 10.2.	Amendment		54
	SECTION 10.3.	Separability		55

iii

TABLE OF CONTENTS
(continued)

		Page
SECTION 10.4.	Governing Law		55
SECTION 10.5.	Payments Due on Non-Business Day		55
SECTION 10.6.	Successors		55
SECTION 10.7.	Headings		56
SECTION 10.8.	Reports, Notices and Demands		56
SECTION 10.9.	Agreement Not to Petition		56
SECTION 10.10.	Trust Indenture Act; Conflict with Trust Indenture Act		57
SECTION 10.11.	Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture		57
SECTION 10.12.	Counterparts		57

iv

EXHIBITS:

Exhibit A — Certificate of Trust

Exhibit B — Form of Common Securities Certificate

Exhibit C — Form of Capital Securities Certificate

v

     AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT, dated as of February 20, 2007 among (i) Comerica Incorporated, a Delaware corporation (including any successors or assigns, the “Sponsor”), (ii) The Bank of New York, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Paul E. Burdiss, an individual, whose address is c/o Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226, as administrative trustee (the “Administrative Trustee”) (the Property Trustee, the Delaware Trustee, and the Administrative Trustee being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.

WITNESSETH

     WHEREAS, the Sponsor and certain of the Issuer Trustees have heretofore duly declared and established Comerica Capital Trust II, as a statutory trust (the “Issuer Trust”) pursuant to the Delaware Statutory Trust Act (as hereinafter defined) and have entered into that certain Amended and Restated Declaration of Trust, dated as of November 22, 2006 (the “Prior Trust Agreement”), and by the execution and filing with the Secretary of State of the State of Delaware the Restated Certificate of Trust, filed on November 22, 2006, attached as Exhibit A (the “Certificate of Trust”); and

     WHEREAS, the Sponsor and the Issuer Trustees desire to amend and restate the Prior Trust Agreement in its entirety as set forth herein to provide for, among other things, (i) the issuance of the Common Securities by the Issuer Trust to the Sponsor, (ii) the issuance and sale of the Capital Securities by the Issuer Trust pursuant to the Underwriting Agreement, and (iii) the acquisition by the Issuer Trust from the Sponsor of all of the right, title and interest in the Debentures;

     NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Prior Trust Agreement in its entirety and agrees as follows:

ARTICLE 1

DEFINED TERMS

     SECTION 1.1. Definitions.

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

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

     All other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

     The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

     All accounting terms used but not defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles;

     Unless the context otherwise requires, any reference to an “Article,” a “Section” or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of or to this Trust Agreement; and

     The words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or other subdivision.

     “Act” has the meaning specified in Section 6.8.

     “Additional Amount” means, with respect to Trust Securities of a given Liquidation Amount and/or a given period, the amount of Additional Interest (as defined in the Indenture) paid by the Sponsor on a Like Amount of Debentures for such period.

     “Administrative Trustee” means the individual identified as the “Administrative Trustee” in the preamble to this Trust Agreement solely in such individual’s capacity as Administrative Trustee of the Issuer Trust and not in such individual’s individual capacity, or such Administrative Trustee’s successor in interest in such capacity, or any successor trustee appointed as herein provided.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Bankruptcy Event” means, with respect to any Person:

     (a) the entry of a decree or order by a court having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency,

2

reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action.

     “Bankruptcy Laws” has the meaning specified in Section 10.9.

     “Board of Directors” means the board of directors of the Sponsor or a committee designated by the board of directors of the Sponsor (or any such committee), comprised of one or more members of the board of directors of the Sponsor or officers of the Sponsor, or both.

     “Book-Entry Capital Securities Certificate” means a Capital Securities Certificate evidencing ownership of Book-Entry Capital Securities.

     “Book-Entry Capital Security” means a Capital Security, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.

     “Business Day” means a day other than a Saturday, a Sunday, or any other day on which banking institutions in The City of New York, Detroit, Michigan or Wilmington, Delaware are authorized or required by law or executive order to remain closed, or on or after February 20, 2032, a day that is not a “London Business Day.”.

     “Capital Securities Certificate” means a certificate evidencing ownership of Capital Securities, substantially in the form attached as Exhibit C.

     “Capital Security” means an undivided beneficial interest in the assets of the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

     “Certificate Depository Agreement” means the agreement between the Issuer Trust and DTC, as the initial Clearing Agency, dated as of the Closing Date.

     “Certificate of Trust” has the meaning specified in the recitals hereof, as amended from time to time.

     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing Agency.

     “Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

     “Closing Date” means the Time of Delivery, which date is also the date of execution and delivery of this Trust Agreement.

3

     “Code” means the Internal Revenue Code of 1986, as amended.

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

     “Common Securities Certificate” means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit B.

     “Common Security” means an undivided beneficial interest in the assets of the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

     “Corporate Trust Office” means when used with respect to the Property Trustee, the principal corporate trust office of the Property Trustee located at 101 Barclay Street — 8W, New York, New York 10286.

     “Debenture Event of Default” means any “Event of Default” specified in Section 5.1 of the Indenture, as modified by Section 201(k) of the First Supplemental Indenture.

     “Debenture Payment Default” means any event specified in Section 5.1, clauses (1), (2) and (6) of the Indenture as modified by Section 201(k) of the First Supplemental Indenture.

     “Debenture Redemption Date” means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption of such Debentures under the Indenture.

     “Debenture Repayment Date” means, with respect to any Debentures to be repaid under the First Supplemental Indenture, the date fixed for repayment of such Debentures under the First Supplemental Indenture.

     “Debenture Trustee” means The Bank of New York, solely in its capacity as trustee pursuant to the Indenture and the First Supplemental Indenture and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Indenture and the First Supplemental Indenture.

     “Debentures” means the 6.576% Capital Efficient Notes due 2082, issued pursuant to the Indenture and the First Supplemental Indenture.

     “Definitive Capital Securities Certificates” means either or both (as the context requires) of (i) Capital Securities Certificates issued as Book-Entry Capital Securities Certificates as provided in Section 5.11, and (ii) Capital Securities Certificates issued in certificated, fully registered form as provided in Section 5.13.

     “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq., as it may be amended from time to time.

4

     “Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware trustee appointed as herein provided.

     “Distribution Date” has the meaning specified in Section 4.1(a)(i).

     “Distribution Period” means the period of time beginning on any Distribution Date and ending on the day immediately preceding the next succeeding Distribution Date.

     “Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.1.

     “DTC” means The Depository Trust Company.

     “Early Dissolution Event” has the meaning specified in Section 9.2.

     “Event of Default” means any one of the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (a) the occurrence of a Debenture Event of Default; or

     (b) default by the Issuer Trust in the payment of any Distribution when it becomes due and payable, and continuation of such default for a period of 30 days; or

     (c) default by the Issuer Trust in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or

     (d) default in the performance, or breach, in any material respect, of any covenant or warranty of the Issuer Trustees in this Trust Agreement (other than those specified in clause (b) or (c) above) and continuation of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer Trustees and to the Sponsor by the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Capital Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

     (e) the occurrence of a Bankruptcy Event with respect to the Property Trustee if a successor Property Trustee has not been appointed within 90 days thereof.

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

     “Expiration Date” has the meaning specified in Section 9.1.

5

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

     “First Supplemental Indenture” means the First Supplemental Indenture, dated as of February 20, 2007 between the Sponsor and the Debenture Trustee, as trustee, to the Indenture, as amended or supplemented from time to time.

     “Guarantee” means the Guarantee Agreement executed and delivered by the Sponsor and The Bank of New York, as trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the holders of the Capital Securities, as amended from time to time.

     “Holder” means a Person in whose name a Trust Security or Trust Securities are registered in the Securities Register; any such Person shall be a beneficial owner within the meaning of the Delaware Statutory Trust Act.

     “Indenture” means the Indenture, dated as of July 31, 2001, between the Sponsor and the Debenture Trustee (as successor to Chase Manhattan Bank Trust Company, National Association), as trustee, as amended or supplemented from time to time.

     “Investment Company Act” means the Investment Company Act of 1940, or any successor statute thereto, in each case as amended from time to time.

     “Issuer Trust” means the Delaware statutory trust known as “Comerica Capital Trust II” which was restated on November 22, 2006 under the Delaware Statutory Trust Act pursuant to the Prior Trust Agreement and the filing of the Certificate of Trust, and continued pursuant to this Trust Agreement.

     “Issuer Trustees” means, collectively, the Property Trustee, the Delaware Trustee, and the Administrative Trustee.

     “Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

     “Like Amount” means (a) with respect to a redemption of any Trust Securities, Trust Securities having a Liquidation Amount equal to the principal amount of Debentures to be contemporaneously redeemed or repaid in accordance with the Indenture and the First Supplemental Indenture, the proceeds of which will be used to pay the Redemption Price of such Trust Securities, (b) with respect to a distribution of Debentures to Holders of Trust Securities in connection with a dissolution or liquidation of the Issuer Trust, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed, and (c) with respect to any distribution of Additional Amounts to Holders of Trust Securities, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities in respect of which such distribution is made.

6

     “Liquidation Amount” means the stated amount of $1,000 per Trust Security.

     “Liquidation Date” means the date of the dissolution, winding-up or dissolution of the Issuer Trust pursuant to Section 9.4.

     “Liquidation Distribution” has the meaning specified in Section 9.4(d).

     “London business day” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

     “Majority in Liquidation Amount of the Capital Securities” or “Majority in Liquidation Amount of the Common Securities” means, except as provided by the Trust Indenture Act, Capital Securities or Common Securities, as the case may be, representing more than 50% of the aggregate Liquidation Amount of all then Outstanding Capital Securities or Common Securities, as the case may be.

     “Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman of the Board of Directors of such Person, a Vice Chairman of the Board of Directors of such Person, the President or a Vice President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Agreement shall include:

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

     (b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

     (c) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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

     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Sponsor or any Affiliate of the Sponsor.

     “Outstanding” when used with respect to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Trust Agreement, except:

     (a) Trust Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for cancellation;

     (b) Trust Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent;

7

provided that, if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and

     (c) Trust Securities that have been paid or in exchange for or in lieu of which other Capital Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Capital Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Capital Securities owned by the Sponsor, any Issuer Trustee, or any Affiliate of the Sponsor or any Issuer Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Issuer Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Capital Securities that a Responsible Officer of such Issuer Trustee knows to be so owned shall be so disregarded, and (b) the foregoing shall not apply at any time when all of the outstanding Capital Securities are owned by the Sponsor, one or more of the Issuer Trustees, and/or any such Affiliate. Capital Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustee the pledgee’s right so to act with respect to such Capital Securities and that the pledgee is not the Sponsor or any Affiliate of the Sponsor.

     “Owner” means each Person who is the beneficial owner of Book-Entry Capital Securities as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).

     “Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.9 and shall initially be The Bank of New York.

     “Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee with The Bank of New York in its trust department for the benefit of the Holders in which all amounts paid in respect of the Debentures will be held and from which the Property Trustee, through the Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 and 4.2.

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

     “Prior Trust Agreement” has the meaning specified in the recitals to this Trust Agreement.

     “Property Trustee” means the Person identified as the “Property Trustee” in the preamble to this Trust Agreement, solely in its capacity as Property Trustee of the trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

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     “Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Trust Agreement; provided that each Debenture Redemption Date, each Debenture Repayment Date and the stated maturity of the Debentures shall be a Redemption Date for a Like Amount of Trust Securities.

     “Redemption Price” means, with respect to any Trust Security, the Liquidation Amount of such Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, plus the related amount of the premium, if any, paid by the Sponsor upon the concurrent redemption of a Like Amount of Debentures.

     “Relevant Trustee” shall have the meaning specified in Section 8.10.

     “Responsible Officer” means, with respect to any Issuer Trustee that is not an individual, any officer having direct responsibility for the administration of this Trust Agreement.

     “Securities Act” means the Securities Act of 1933, and any successor statute thereto, in each case as amended from time to time.

     “Securities Register” and “Securities Registrar” have the respective meanings specified in Section 5.4.

     “Sponsor” has the meaning specified in the preamble to this Trust Agreement.

     “Sponsor Bankruptcy Event” means a Bankruptcy Event with respect to the Sponsor.

     “Time of Delivery” means February 20, 2007.

     “Trust Agreement” means this Amended and Restated Declaration of Trust and Trust Agreement, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including (i) all exhibits, and (ii) for all purposes of this Trust Agreement and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any such modification, amendment or supplement, respectively.

     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

     “Trust Property” means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

     “Trust Securities Certificate” means any one of the Common Securities Certificates or the Capital Securities Certificates.

     “Trust Security” means any one of the Common Securities or the Capital Securities.

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     “Underwriting Agreement” means the Underwriting Agreement, dated as of February 13, 2007, among the Trust, the Sponsor, and J.P. Morgan Securities Inc. as representative of the several underwriters listed on Schedule A thereto.

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

ARTICLE 2

CONTINUATION OF THE ISSUER TRUST

     SECTION 2.1. Name.

     The trust continued hereby shall be known as “Comerica Capital Trust II”, as such name may be modified from time to time by the Administrative Trustee following written notice to the Holders and the other Issuer Trustees, in which name the Administrative Trustee and the other Issuer Trustees may conduct the business of the Issuer Trust, make and execute contracts and other instruments on behalf of the Issuer Trust and sue and be sued on behalf of the Issuer Trust. Any name change shall be effective upon the execution and filing by the Administrative Trustee of a certificate of amendment or a restated certificate pursuant to Section 3810 of the Delaware Statutory Trust Act.

     SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is 100 White Clay Center, Route 273, P.O. Box 6995, Newark, Delaware 19711, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Sponsor, the Property Trustee and the Administrative Trustee. The principal executive office of the Issuer Trust is Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226.

     SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses.

     The Issuer Trustees acknowledge receipt from the Sponsor in connection with the Prior Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Sponsor shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee. The Sponsor shall make no claim upon the Trust Property for the payment of such expenses.

     SECTION 2.4. Issuance of the Capital Securities.

     The Sponsor, on its own behalf, and the Administrative Trustee, on behalf of the Issuer Trust, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, the Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.3 and deliver to the Underwriters named in the Underwriting Agreement a Capital Securities Certificate, registered in the name of the nominee

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of the initial Clearing Agency, in an aggregate amount of 500,000 Capital Securities having an aggregate Liquidation Amount of $500,000,000, against payment of the purchase price therefor in immediately available funds, which funds such Administrative Trustee shall promptly deliver to the Property Trustee. On any one or more dates after the execution and delivery of this Trust Agreement additional Capital Securities Certificates representing Capital Securities with an aggregate Liquidation Amount up to $600,000,000 may be issued in accordance with Section 5.3, registered in the name of the nominee of the initial Clearing Agency, against receipt by the Property Trustee of the purchase price that is determined by the Sponsor. Such additional Capital Securities will be part of the same series as those issued as of the Time of Delivery.

     SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase Debentures.

     Contemporaneously with the execution and delivery of this Trust Agreement, the Administrative Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.3 and deliver to the Sponsor Common Securities Certificates, registered in the name of the Sponsor, in an aggregate amount of 15,464 Common Securities having an aggregate Liquidation Amount of $15,464,000 against payment by the Sponsor of the purchase price therefor in immediately available funds, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. Contemporaneously therewith, the Administrative Trustee, on behalf the Issuer Trust, shall subscribe to and purchase from the Sponsor Debentures registered in the name of the Issuer Trust and having an aggregate principal amount equal to $515,464,000 and shall deliver to the Sponsor the purchase price therefor (being the sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence of this Section 2.5). In connection with any subsequent issuance of Capital Securities as set forth in the last sentence of Section 2.4, the Administrative Trustee, on behalf of the Issuer Trust, shall contemporaneously with any such additional issuance, subscribe to and purchase from the Sponsor Debentures, registered in the name of the Issuer Trust, having an aggregate principal amount equal to the aggregate Liquidation Amount of Capital Securities being issued by the Issuer Trust pursuant to the last sentence of Section 2.4 against payment of a purchase price equal to the aggregate purchase prices of the Capital Securities being so issued.

     SECTION 2.6. Declaration of Trust.

     The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities, (b) to use the proceeds from such sale to acquire the Debentures, and (c) to engage in those activities necessary, convenient or incidental thereto. The Sponsor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Holders. The Administrative Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. 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 Property Trustee or the Administrative Trustee, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the

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requirements of Section 3807(a) of the Delaware Statutory Trust Act. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Issuer Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust, the Sponsor or the Holders, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Trust Agreement. The Delaware Trustee shall have no liability for the acts or omissions of the other Issuer Trustees or the Sponsor.

     SECTION 2.7. Authorization to Enter into Certain Transactions.

     (a) The Issuer Trustees shall conduct the affairs of the Issuer Trust in accordance with the terms of this Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section, and in accordance with the following provisions (i) and (ii), the Issuer Trustees shall have the authority to enter into all transactions and agreements determined by the Issuer Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Issuer Trustees under this Trust Agreement, and to perform all acts in furtherance thereof, including the following:

     (i) As among the Issuer Trustees, the Administrative Trustee shall have the power and authority to act on behalf of the Issuer Trust with respect to the following matters:

     (A) the issuance and sale of the Trust Securities;

     (B) the execution and delivery, and the causing of the Issuer Trust to perform on behalf of the Issuer Trust the Underwriting Agreement and the causing of the Issuer Trust to enter into, and to execute, deliver and perform on behalf of the Issuer Trust the Certificate Depository Agreement and such other agreements as may be necessary or desirable in connection with the purposes and function of the Issuer Trust;

     (C) assisting in the registration of the Capital Securities under the Securities Act and under state securities or blue sky laws, and the qualification of this Trust Agreement under the Trust Indenture Act;

     (D) assisting in the listing of the Capital Securities upon such securities exchange or exchanges as shall be determined by the Sponsor, with the registration of the Capital Securities under the Exchange Act, if required, and with the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

     (E) assisting in the sending of notices (other than notices of default) and other information regarding the Trust Securities and the Debentures to the Holders in accordance with this Trust Agreement;

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     (F) the appointment of a Paying Agent and Securities Registrar in accordance with this Trust Agreement;

     (G) to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Issuer Trust and the execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;

     (H) execution of the Trust Securities on behalf of the Trust in accordance with this Trust Agreement;

     (I) execution and delivery of closing certificates, if any, pursuant to the Underwriting Agreement and application for a taxpayer identification number for the Issuer Trust;

     (J) unless otherwise determined by the Sponsor, the Property Trustee, or the Administrative Trustee or as otherwise required by the Delaware Statutory Trust Act or the Trust Indenture Act, to execute on behalf of the Issuer Trust (either acting alone or together with the Administrative Trustee) any documents that the Administrative Trustee has the power to execute pursuant to this Trust Agreement;

     (K) to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Issuer Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; and

     (L) the taking of any action incidental to the foregoing as the Issuer Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement.

     (ii) As among the Issuer Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Issuer Trust with respect to the following matters:

     (A) the establishment of the Payment Account;

     (B) the receipt of the Debentures;

     (C) the collection of interest, principal and any other payments made in respect of the Debentures and the holding of such amounts in the Payment Account;

     (D) the distribution through the Paying Agent of amounts distributable to the Holders in respect of the Trust Securities;

     (E) the exercise of all of the rights, powers and privileges of a holder of the Debentures;

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     (F) the sending of notices of default and other information regarding the Trust Securities and the Debentures to the Holders in accordance with this Trust Agreement;

     (G) the distribution of the Trust Property in accordance with the terms of this Trust Agreement;

     (H) after an Event of Default (other than under paragraph (b),(c), (d) or (e) of the definition of such term if such Event of Default is by or with respect to the Property Trustee) the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); and

     (I) except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustee set forth in Section 2.7(a)(i).

     (b) So long as this Trust Agreement remains in effect, the Issuer Trust (or the Issuer Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or transactions except as expressly provided herein or contemplated hereby. In particular, the Issuer Trustees (acting on behalf of the Issuer Trust) shall not (i) acquire any investments or engage in any activities not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would reasonably be expected to cause the Issuer Trust to become taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt, (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property, (vi) invest any proceeds received by the Issuer Trust from holding the Debentures, but shall distribute all such proceeds to Holders of Trust Securities pursuant to the terms of this Trust Agreement and of the Trust Securities, (vii) acquire any assets other than the Trust Property, (viii) possess any power or otherwise act in such a way as to vary the Trust Property, (ix) possess any power or otherwise act in such a way as to vary the terms of the Trust Securities in any way whatsoever (except to the extent expressly authorized in this Trust Agreement or by the terms of the Trust Securities) or (x) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Issuer Trust other than the Trust Securities. The Property Trustee shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Issuer Trust or the Holders in their capacity as Holders.

     (c) In connection with the issuance and sale of the Capital Securities, the Sponsor shall have the right and responsibility to act on behalf of the Issuer Trust with respect to the following (and any actions taken by the Sponsor in furtherance of the

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following prior to the date of this Trust Agreement are hereby ratified and confirmed in all respects):

     (i) the preparation and filing by the Issuer Trust with the Commission of and the execution on behalf of the Issuer Trust of a registration statement on the appropriate form in relation to the Capital Securities, including any amendments thereto;

     (ii) the determination of the states in which to take appropriate action to qualify or register for sale all or part of the Capital Securities and the determination of any and all such acts, other than actions that must be taken by or on behalf of the Issuer Trust, and the advice to the Issuer Trust of actions they must take on behalf of the Issuer Trust, and the preparation for execution and filing of any documents to be executed and filed by the Issuer Trust or on behalf of the Issuer Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such states;

     (iii) the preparation for filing by the Issuer Trust and execution on behalf of the Issuer Trust of an application to the New York Stock Exchange or any other national stock exchange or any automated quotation system for listing upon notice of issuance of any Capital Securities and filing with such exchange or self-regulatory organization such notification and documents as may be necessary from time to time to maintain such listing;

     (iv) the negotiation of the terms of the Underwriting Agreement on behalf of the Issuer Trust providing for the sale of the Capital Securities; and

     (v) the taking of any other actions necessary or desirable to carry out any of the foregoing activities.

     (d) Notwithstanding anything herein to the contrary, the Administrative Trustee is authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act, and will not be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes and so that the Debentures will be treated as indebtedness of the Sponsor for United States Federal income tax purposes. In this connection, the Sponsor and the Administrative Trustee are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or this Trust Agreement, that they determine in their discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the Holders of the Outstanding Capital Securities. In no event shall the Sponsor or the Issuer Trustees be liable to the Issuer Trust or the Holders for any failure to comply with this section that results from a change in law or regulation or in the interpretation thereof.

     SECTION 2.8. Assets of Trust.

     The assets of the Issuer Trust shall consist solely of the Trust Property.

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     SECTION 2.9. Title to Trust Property.

     Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee in trust for the benefit of the Issuer Trust and the Holders in accordance with this Trust Agreement.

ARTICLE 3

PAYMENT ACCOUNT

     SECTION 3.1. Payment Account.

     (a) On or prior to the Closing Date, the Property Trustee shall establish the Payment Account. The Property Trustee and its agents shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Trust Agreement. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Holders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein.

     (b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof.

ARTICLE 4

DISTRIBUTIONS; REDEMPTION

     SECTION 4.1. Distributions.

     (a) The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including of Additional Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including Additional Interest, as defined in the Indenture) are made on the Debentures. Accordingly:

     (i) Distributions on the Trust Securities shall be cumulative, and will accumulate whether or not there are funds of the Issuer Trust available for the payment of Distributions. Distributions shall accumulate from February 20, 2007 and, except in the event (and to the extent) that the Sponsor exercises its right to defer the payment of interest on the Debentures pursuant to the First Supplemental Indenture, shall be payable semi-annually in arrears on each February 20 and August 20, beginning on August 20, 2007 through February 20, 2032 and thereafter on a monthly basis on the 20^th day of each month, unless deferred. In the event that any such date on which a Distribution is payable on or after February 20, 2032 would otherwise fall on a day that is not a Business Day, that date will be postponed to the next day that is a Business Day unless the

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postponement would cause that date to fall in the next calendar month, in which case that date will instead be brought forward to the immediately preceding Business Day. If any date prior to February 20, 2032 on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall 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 the date on which such payment was originally payable (each date on which distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).

     (ii) In the event (and to the extent) that the Sponsor exercises its right under the First Supplemental Indenture to defer the payment of interest on the Debentures, Distributions on the Trust Securities shall be deferred but shall continue to accumulate. Distributions on the Trust Securities shall be payable on the Liquidation Amount of the Trust Securities at the rate per annum equal to the then applicable rate of interest on the Debentures. The amount of Distributions for any period ending prior to February 20, 2032 shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of Distributions for any partial semi-annual period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of Distributions for any period commencing on or after February 20, 2032 shall be computed on the basis of a 360-day year and the actual number of days elapsed. The amount of Distributions payable for any period shall include the Additional Amounts, if any.

     (iii) Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and shall be payable on each Distribution Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Distributions.

     (b) Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date for such Distribution Date, which shall be the first day of the month (whether or not a Business Day) in which the relevant Distribution Date occurs; provided, however, that so long as the Capital Securities are Book-Entry Capital Securities, the record date for such Capital Securities will be one Business Day before the relevant Distribution Date. Distributions payable on any Trust Securities that are not punctually paid on any Distribution Date will cease to be payable to the Person in whose name such Trust Securities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Trust Securities are registered on the special record date or other specified date for determining Holders entitled to such defaulted interest established in accordance with the Indenture.

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     SECTION 4.2. Redemption.

     (a) On each Debenture Redemption Date, on each Debenture Repayment Date and on the stated maturity of the Debentures, the Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price.

     (b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register. All notices of redemption shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price or if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);

     (iii) the CUSIP number or CUSIP numbers of the Capital Securities affected;

     (iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;

     (v) that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accumulate on and after said date, except as provided in Section 4.2(d) below; and

     (vi) if the Capital Securities are no longer in book-entry-only form, the place or places where the Capital Securities Certificates are to be surrendered for the payment of the Redemption Price.

     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption, repayment or payment at stated maturity of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price.

     (d) If the Property Trustee gives a notice of redemption in respect of any Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date,

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subject to Section 4.2(c), the Property Trustee will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities upon surrender of their Capital Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders holding Trust Securities so called for redemption will cease, except the right of such Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date, but without interest, and such Trust Securities will cease to be outstanding. In the event that any date on which any Redemption Price is payable 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 (without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Sponsor pursuant to the Guarantee, Distributions on such Trust Securities will continue to accumulate, as set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.

     (e) Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Securities and the Capital Securities based upon the relative Liquidation Amounts of such classes. The particular Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital Securities not previously called for redemption by any method the Property Trustee deems fair and appropriate, provided that so long as the Capital Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital Securities. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital Securities selected for redemption and, in the case of any Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Securities redeemed or to be redeemed only in part,

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to the portion of the aggregate Liquidation Amount of Capital Securities that has been or is to be redeemed. At the Sponsor’s request, the Property Trustee shall give the notice of redemption in the Sponsor’s name and at its expense; provided however, that the Sponsor shall have delivered to the Property Trustee, at least 45 days (or such shorter time allowed by the Property Trustee) prior to the redemption date, an Officer’s Certificate requesting that the Property Trustee give such notice (in the name and at the expense of the Sponsor) and setting forth the information to be stated in such notice as provided in Section 4.2.

     SECTION 4.3. Ranking of Common Securities.

     (a) Payment of Distributions (including any Additional Amounts) on, the Redemption Price of, and the Liquidation Distribution in respect of, the Trust Securities, as applicable, shall be made, subject to Section 4.2(e), pro rata among the Common Securities and the Capital Securities based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date, Redemption Date or Liquidation Date a Debenture Payment Default shall have occurred and be continuing, no payment of any Distribution (including any Additional Amounts) on, Redemption Price of, or Liquidation Distribution in respect of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including any Additional Amounts) on all Outstanding Capital Securities for all Distribution Periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all Outstanding Capital Securities then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of such Liquidation Distribution on all Outstanding Capital Securities, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including any Additional Amounts) on, or the Redemption Price of, the Capital Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from any Debenture Event of Default, the Holders of the Common Securities shall have no right to act with respect to any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the Capital Securities have been cured, waived or otherwise eliminated. Until all such Events of Default under this Trust Agreement with respect to the Capital Securities have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Capital Securities and not on behalf of the Holders of the Common Securities, and only the Holders of the Capital Securities will have the right to direct the Property Trustee to act on their behalf.

     SECTION 4.4. Payment Procedures.

     Payments of Distributions (including any Additional Amounts) in respect of the Capital Securities shall, subject to the next succeeding sentence, be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the

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Capital Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency by wire transfer in immediately available funds. A Holder of $1,000,000 or more in aggregate Liquidation Amount of Capital Securities may receive payments of Distributions (including any Additional Amounts) by wire transfer of immediately available funds upon written request to the Property Trustee not later than the 15^th calendar day, whether or not a Business Day, before the relevant Distribution Date. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holders of the Common Securities.

     SECTION 4.5. Tax Returns and Reports.

     The Administrative Trustee shall prepare (or cause to be prepared), at the Sponsor’s expense, and file all United States Federal, state and local tax and information returns and reports required to be filed by or in respect of the Issuer Trust. In this regard, the Administrative Trustee shall (a) prepare and file (or cause to be prepared and filed) all Internal Revenue Service forms required to be filed in respect of the Issuer Trust in each taxable year of the Issuer Trust, and (b) prepare and furnish (or cause to be prepared and furnished) to each Holder all Internal Revenue Service forms required to be provided by the Issuer Trust. The Administrative Trustee shall provide the Sponsor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Issuer Trustees shall comply with United States Federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Holders under the Trust Securities.

     SECTION 4.6. Payment of Expenses of the Issuer Trust.

     The Sponsor shall pay to the Issuer Trust, and reimburse the Issuer Trust for, the full amount of any costs, expenses or liabilities of the Issuer Trust (other than obligations of the Issuer Trust to pay the Holders of any Capital Securities or other similar interests in the Issuer Trust the amounts due such Holders pursuant to the terms of the Capital Securities or such other similar interests, as the case may be), including, without limitation, any taxes, duties or other governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States or any other taxing authority. Such payment obligation includes any such costs, expenses or liabilities of the Issuer Trust that are required by applicable law to be satisfied in connection with a dissolution of the Issuer Trust.

     SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Capital Securities (or any Owner with respect thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner) has directly received pursuant to Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement.

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ARTICLE 5

TRUST SECURITIES CERTIFICATES

     SECTION 5.1. Initial Ownership.

     Upon the formation of the Issuer Trust and the contribution by the Sponsor pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Sponsor was and shall be the sole beneficial owner of the Issuer Trust.

     SECTION 5.2. The Trust Securities Certificates.

     The Capital Securities Certificates shall be issued in minimum denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $1,000 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be (i) executed on behalf of the Issuer Trust by manual or facsimile signature of the Administrative Trustee and, if executed on behalf of the Issuer Trust by facsimile, countersigned by the Securities Registrar or its agent and (ii) authenticated by the Property Trustee by manual signature of an authorized signatory thereof. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer Trust or the Property Trustee or, if executed on behalf of the Issuer Trust or the Property Trustee by facsimile, countersigned by the Securities Registrar or its agent, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. The Capital Securities Certificates shall contain a legend relating to certain matters under Title I of the Employee Retirement Income Security Act of 1974, as amended, substantially in the form of the legend set forth on Exhibit C hereto. A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Sections 5.4, 5.11 and 5.13.

     SECTION 5.3. Execution and Delivery of Trust Securities Certificates.

     At the Time of Delivery, the Administrative Trustee shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the Sponsor, such written order executed by one authorized officer thereof, without further corporate action by the Sponsor, in authorized denominations. After the Time of Delivery, the Administrative Trustee may cause additional Capital Securities Certificates, subject to the maximum aggregate Liquidation Amount set forth in Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the Sponsor, such written order executed by one authorized officer thereof, without further corporate action by the Sponsor, in authorized denominations. Upon issuance of the Trust Securities as provided in this Trust Agreement,

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securities so issued shall be deemed to be validly issued, fully paid and non-assessable, and each Holder thereof shall be entitled to the benefits provided by this Trust Agreement.

     SECTION 5.4. Registration of Transfer and Exchange of Capital Securities Certificates.

     The Sponsor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Capital Securities Certificates (the “Securities Register”) in which the transfer agent and registrar designated by the Sponsor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Capital Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Capital Securities Certificates as herein provided. The Bank of New York shall be the initial Securities Registrar. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to The Bank of New York also in its role as Securities Registrar, for so long as The Bank of New York shall act as Securities Registrar.

     Upon surrender for registration of transfer of any Capital Securities Certificate at the office or agency maintained pursuant to Section 5.8, the Administrative Trustee shall execute on behalf of the Issuer Trust (and if executed on behalf of the Issuer Trust by a facsimile signature, such certificate shall be countersigned by the Securities Registrar or its agent) and deliver, in the name of the designated transferee or transferees, one or more new Capital Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Capital Securities that have been called for redemption during a period beginning at the opening of business 15 days before the day of selection for such redemption.

     At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.8.

     Every Capital Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Capital Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Administrative Trustee or the Securities Registrar in accordance with such Person’s customary practice.

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

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     SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate, and (b) there shall be delivered to the Securities Registrar and the Administrative Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a protected purchaser, the Administrative Trustee on behalf of the Issuer Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section 5.5, the Administrative Trustee or the Securities Registrar 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 Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust corresponding to that evidenced by the lost, stolen or destroyed Trust Securities Certificate, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

     SECTION 5.6. Persons Deemed Holders.

     The Issuer Trustees and the Securities Registrar shall each treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and none of the Issuer Trustees and the Securities Registrar shall be bound by any notice to the contrary.

     SECTION 5.7. Access to List of Holders’ Names and Addresses.

     Each Holder and each Owner shall be deemed to have agreed not to hold the Sponsor, the Property Trustee, the Delaware Trustee or the Administrative Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

     SECTION 5.8. Maintenance of Office Agency.

     The Administrative Trustee shall designate an office or offices or agency or agencies where Capital Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer Trustees in respect of the Trust Securities Certificates may be served. The Administrative Trustee initially designates The Bank of New York, 101 Barclay Street – 8W, New York, New York 10286, as its office and agency for such purposes. The Administrative Trustee shall give prompt written notice to the Sponsor, the Property Trustee and to the Holders of any change in the location of the Securities Register or any such office or agency.

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     SECTION 5.9. Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke such power and remove the Paying Agent in its sole discretion. The Paying Agent shall initially be The Bank of New York. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustee and the Property Trustee. If The Bank of New York shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Sponsor shall appoint a successor (which shall be a bank or trust company) that is reasonably acceptable to the Administrative Trustee and the Paying Agent to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to The Bank of New York also in its role as Paying Agent, for so long as The Bank of New York shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

     SECTION 5.10. Ownership of Common Securities by Sponsor.

     At the Time of Delivery, the Sponsor shall acquire, and thereafter shall retain, beneficial and record ownership of the Common Securities. To the fullest extent permitted by law, other than a transfer in connection with a consolidation or merger of the Sponsor into another Person, or any conveyance, transfer or lease by the Sponsor of its properties and assets substantially as an entirety to any Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of the Common Securities shall be void. The Administrative Trustee shall cause each Common Securities Certificate issued to the Sponsor to contain a legend consistent with this Section 5.10.

     SECTION 5.11. Book-Entry Capital Securities Certificates; Common Securities Certificate.

     (a) The Capital Securities Certificates, upon original issuance, will be issued in the form of a typewritten Capital Securities Certificate or Certificates representing Book-Entry Capital Securities Certificates, to be delivered to, or on behalf of, DTC, the initial Clearing Agency, by, or on behalf of, the Issuer Trust. Such Capital Securities Certificate or Certificates shall initially be registered on the Securities Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner will receive a Definitive Capital Securities Certificate representing such Owner’s interest in such Capital Securities, except as provided in Section 5.13. Unless and until Definitive Capital Securities Certificates have been issued to Owners pursuant to Section 5.13:

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     (i) the provisions of this Section 5.11(a) shall be in full force and effect;

     (ii) the Securities Registrar and the Issuer Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Capital Securities Certificates (including the payment of the Liquidation Amount of and Distributions on the Capital Securities evidenced by Book-Entry Capital Securities Certificates and the giving of instructions or directions to Owners of Capital Securities evidenced by Book-Entry Capital Securities Certificates) as the sole Holder of Capital Securities evidenced by Book-Entry Capital Securities Certificates and shall have no obligations to the Owners thereof;

     (iii) to the extent that the provisions of this Section 5.11 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.11 shall control; and

     (iv) the rights of the Owners of the Book-Entry Capital Securities Certificate shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Capital Securities Certificates are issued pursuant to Section 5.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments on the Capital Securities to such Clearing Agency Participants.

     (b) A single Common Securities Certificate representing the Common Securities shall be issued to the Sponsor in the form of a definitive Common Securities Certificate.

     SECTION 5.12. Notices to Clearing Agency.

     To the extent that a notice or other communication to the Holders is required under this Trust Agreement, for so long as Capital Securities are represented by a Book-Entry Capital Securities Certificates, the Administrative Trustee and the Property Trustee shall give all such notices and communications specified herein to be given to the Clearing Agency, and shall have no obligations to the Owners.

     SECTION 5.13. Definitive Capital Securities Certificates.

     If (a) the Sponsor advises the Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Capital Securities Certificates, and the Sponsor is unable to locate a qualified successor, (b) the Sponsor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of a Debenture Event of Default, Owners of Capital Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount advise the Administrative Trustee in writing that the

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continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Capital Securities Certificates, then the Administrative Trustee shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Capital Securities of the occurrence of any such event and of the availability of the Definitive Capital Securities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustee of the typewritten Capital Securities Certificate or Certificates representing the Book-Entry Capital Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustee shall execute the Definitive Capital Securities Certificates in accordance with the instructions of the Clearing Agency, and if executed on behalf of the Issuer Trust by facsimile, countersigned by the Securities Registrar or its agent. Neither the Securities Registrar nor the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Capital Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Capital Securities Certificates as holders of Trust Securities. The Definitive Capital Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustee that meets the requirements of any stock exchange or automated quotation system on which the Capital Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustee.

     SECTION 5.14. Rights of Holders; Waivers of Past Defaults.

     (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Issuer Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement. The Trust Securities shall have no preemptive or similar rights and when issued and delivered to Holders against payment of the purchase price therefor will be fully paid and, to the fullest extent permitted by applicable law, nonassessable by the Issuer Trust. The Holders of the Trust Securities, in their capacities as such, 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.

     (b) For so long as any Capital Securities remain Outstanding, if, upon a Debenture Event of Default with respect to which the Debenture Trustee or the holders of not less than 25% in principal amount of the outstanding Debentures are entitled to declare the principal of all of the Debentures to be immediately due and payable (which, for the avoidance of doubt, shall only include a Debenture Event of Default of the nature set forth in Section 5.1, clause (6) of the Indenture, as modified by Section 201(k)(i) of the First Supplemental Indenture), the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and payable, the Property Trustee or the Holders of at least 25% in Liquidation Amount of the Capital Securities then Outstanding

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shall have the right to make such declaration by a notice in writing to the Sponsor, the Debenture Trustee and the Property Trustee, in the case of notice by the Holders of the Capital Securities, or to the Sponsor, the Debenture Trustee and the Holders of the Capital Securities, in the case of notice by the Property Trustee.

     At any time after a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Debenture Trustee as in the Indenture provided, the Holders of at least a Majority in Liquidation Amount of the Capital Securities, by written notice to the Property Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such declaration and its consequences if:

     (i) the Sponsor has paid or deposited with the Debenture Trustee a sum sufficient to pay

     (A) all overdue installments of interest on all of the Debentures,

     (B) any accrued Additional Interest (as defined in the Indenture) on all of the Debentures,

     (C) the principal of (and premium, if any, on) any Debentures that have become due otherwise than by such declaration of acceleration and interest and Additional Interest (as defined in the Indenture) thereon at the rate borne by the Debentures, and

     (D) all sums paid or advanced by the Debenture Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Debenture Trustee, the Property Trustee and the Delaware Trustee, their agents and counsel; and

     (ii) all Events of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 of the Indenture.

     The Holders of at least a Majority in Liquidation Amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past default under the Indenture, except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or a default in respect of a covenant or provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Debenture. No such rescission shall affect any subsequent default or impair any right consequent thereon.

     Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the Capital Securities a record date shall be established for determining Holders of Outstanding

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Capital Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Capital Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Indenture, upon a Debenture Payment Default, any Holder of Capital Securities shall have the right to institute a proceeding directly against the Sponsor, pursuant to Section 5.8 of the Indenture, for enforcement of payment to such Holder of any amounts payable in respect of Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such Holder (a “Direct Action”). Except as set forth in Section 5.14(b) and this Section 5.14(c), the Holders of Capital Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Debentures. A Direct Action may be brought by any Holder of Capital Securities without first directing the Property Trustee to enforce the terms of the Debentures or suing the Company to enforce the Property Trustee’s rights under the Debentures.

     (d) Except as otherwise provided in paragraphs (a), (b) and (c) of this Section 5.14, the Holders of at least a Majority in Liquidation Amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising there from shall be deemed to have been cured, for every purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. The right of Direct Action under paragraph (c) above may not be amended in a manner that would impair the rights of the Holders of any Capital Securities without the consent of all Holders of such Capital Securities.

     SECTION 5.15. CUSIP Numbers.

     The Administrative Trustee in issuing the Capital Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Capital

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Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Capital Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Administrative Trustee will promptly notify the Property Trustee in writing of any change in the CUSIP numbers.

ARTICLE 6

ACTS OF HOLDERS; MEETINGS; VOTING

     SECTION 6.1. Limitations on Voting Rights.

     (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

     (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

     (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be

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entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

     SECTION 6.2. Notice of Meetings.

     Notice of all meetings of the Holders of the Capital Securities, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each Holder of Capital Securities, at such Holder’s registered address, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice.

     SECTION 6.3. Meetings of Holders of the Capital Securities.

     No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of the Holders of the Capital Securities to vote on any matter upon the written request of the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Capital Securities and the Administrative Trustee or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of the Capital Securities to vote on any matters as to which such Holders are entitled to vote.

     The Holders of at least a Majority in Liquidation Amount of the Capital Securities, present in person or by proxy, shall constitute a quorum at any meeting of the Holders of the Capital Securities.

     If a quorum is present at a meeting, an affirmative vote by the Holders present, in person or by proxy, holding Capital Securities representing at least a Majority in Liquidation Amount of the Capital Securities held by the Holders present, either in person or by proxy, at such meeting shall constitute the action of the Holders of the Capital Securities, unless this Trust Agreement requires a greater number of affirmative votes.

     SECTION 6.4. Voting Rights.

     Holders shall be entitled to one vote for each $1,000 of Liquidation Amount represented by their Outstanding Trust Securities in respect of any matter as to which such Holders are entitled to vote.

     SECTION 6.5. Proxies, etc.

     At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Property Trustee, or with such other officer or agent of the Issuer Trust as the Property Trustee may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property

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Trustee or one or more officers of the Property Trustee. Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution.

     SECTION 6.6. Holder Action by Written Consent.

     Any action that may be taken by Holders at a meeting may be taken without a meeting and without prior notice if Holders holding at least a Majority in Liquidation Amount of all Capital Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

     SECTION 6.7. Record Date for Voting and Other Purposes.

     For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other action, the Administrative Trustee may from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or the payment of a Distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes.

     SECTION 6.8. Acts of Holders.

     Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Trust Agreement to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Property Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided in this Section.

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

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affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that any Issuer Trustee receiving the same deems sufficient.

     The ownership of Trust Securities shall be proved by the Securities Register.

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

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

     If any dispute shall arise between the Holders and the Issuer Trustees or among the Holders or the Issuer Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee under this Article 6, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

     SECTION 6.9. Inspection of Records.

     Upon reasonable notice to the Administrative Trustee and the Property Trustee, the records of the Issuer Trust shall be open to inspection by Holders during normal business hours for any purpose reasonably related to such Holder’s interest as a Holder.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

     SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Sponsor and the Holders that:

     (a) the Property Trustee is a banking corporation, duly organized, validly existing and in good standing under the laws of the State of New York;

     (b) the Property Trustee has full corporate trust power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

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     (c) the Delaware Trustee is a Delaware banking corporation;

     (d) the Delaware Trustee has full corporate trust power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

     (e) this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

     (f) to the best of its knowledge, the execution, delivery and performance of this Trust Agreement have been duly authorized by all necessary corporate or other action on the part of the Property Trustee and the Delaware Trustee and do not require any approval of stockholders of the Property Trustee and the Delaware Trustee and such execution, delivery and performance will not (i) violate the charter or by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee;

     (g) to the best of its knowledge, neither the authorization, execution or delivery by the Property Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as the case may be) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law of the United States or the State of Delaware governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context), other than the filing of the Certificate of Trust with the Delaware Secretary of State; and

     (h) to the best of each of the Property Trustee’s and the Delaware Trustee’s knowledge, there are no proceedings pending or threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Issuer Trust or would question the right, power and authority of the Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

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     SECTION 7.2. Representations and Warranties of Sponsor.

     The Sponsor hereby represents and warrants for the benefit of the Holders that:

     (a) the Trust Securities Certificates issued at the Time of Delivery on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of such date, entitled to the benefits of this Trust Agreement; and

     (b) there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by any Issuer Trustee of this Trust Agreement.

ARTICLE 8

THE ISSUER TRUSTEES

     SECTION 8.1. Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Agreement, subject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this Section 8.1. To the extent that, at law or in equity, the Administrative Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Administrative Trustee shall not be liable to the Issuer Trust or to any Holder for such Administrative Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustee otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace such other duties and liabilities of the Administrative Trustee.

     (b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Issuer Trustees are not personally liable to such Holder for any amount distributable in respect

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of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

     (c) If an Event of Default has occurred and is continuing, the Property Trustee shall enforce this Trust Agreement for the benefit of the Holders.

     (d) The Property Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Agreement (including pursuant to Section 10.10), and no implied covenants shall be read into this Trust Agreement against the Property Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 5.14), the Property Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

     (e) No provision of this Trust Agreement 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 any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

     (A) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Trust Agreement (including pursuant to Section 10.10), and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement (including pursuant to Section 10.10); 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 Trust Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act 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 Trust Agreement;

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

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     (iii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of at least a Majority in Liquidation Amount of the Capital 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 Trust Agreement;

     (iv) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment 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 Trust Agreement and the Trust Indenture Act;

     (v) 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; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law;

     (vi) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustee or the Sponsor with their respective duties under this Trust Agreement, nor shall the Property Trustee be liable for the default or misconduct of any other Issuer Trustee, the Administrative Trustee or the Sponsor; and

     (vii) subject to Section 8.1(c), no provision of this Trust Agreement 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 the Property Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Trust Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

     (f) The Administrative Trustee shall not be responsible for monitoring the compliance by the other Issuer Trustees or the Sponsor with their respective duties under this Trust Agreement, nor shall either Administrative Trustee be liable for the default or misconduct of any other Issuer Trustee or the Sponsor.

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     SECTION 8.2. Certain Notices.

     Within ninety days after the occurrence of any Event of Default actually known to the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such Event of Default to the Holders and the Administrative Trustee, unless such Event of Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the Sponsor’s exercise of its right to defer the payment of interest on the Debentures pursuant to the Indenture, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such exercise to the Holders and the Administrative Trustee, unless such exercise shall have been revoked.

     The Property Trustee shall not be deemed to have knowledge of any Event of Default unless the Property Trustee shall have received written notice or a Responsible Officer of the Property Trustee charged with the administration of this Trust Agreement shall have obtained actual knowledge of such Event of Default.

     SECTION 8.3. Certain Rights of Property Trustee and the Delaware Trustee.

     Subject to the provisions of Section 8.1 and Section 2.6:

     (a) each of the Property Trustee and the Delaware Trustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

     (b) if (i) in performing its duties under this Trust Agreement the Property Trustee or the Delaware Trustee, as the case may be, is required to decide between alternative courses of action, (ii) in construing any of the provisions of this Trust Agreement the Property Trustee or the Delaware Trustee, as the case may be, finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the Property Trustee or the Delaware Trustee, as the case may be, is unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Holders of the Capital Securities are entitled to vote under the terms of this Trust Agreement, the Property Trustee or the Delaware Trustee, as the case may be, shall deliver a notice to the Sponsor requesting the Sponsor’s opinion as to the course of action to be taken; provided, however, that if the Sponsor fails to deliver such opinion, the Property Trustee or the Delaware Trustee, as the case may be, shall take such action, or refrain from taking such action, as the Property Trustee or the Delaware Trustee, as the case may be, shall deem advisable and in the best interests of the Holders, in which event the Property Trustee or the Delaware Trustee, as the case may be, shall have no liability except for its own bad faith, negligence or willful misconduct;

     (c) any direction or act of the Sponsor contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate;

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     (d) any direction or act of the Administrative Trustee contemplated by this Trust Agreement shall be sufficiently evidenced by a certificate executed by such Administrative Trustee and setting forth such direction or act;

     (e) neither the Property Trustee nor the Delaware Trustee shall have any 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 re-registration thereof;

     (f) each of the Property Trustee and the Delaware Trustee may consult with counsel (which counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice; the Property Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction;

     (g) neither the Property Trustee nor the Delaware Trustee shall be under any obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Holders pursuant to this Trust Agreement, unless such Holders shall have offered to the Property Trustee or the Delaware Trustee, as the case may be, reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; provided that nothing contained in this Section 8.3(g) shall be taken to relieve the Property Trustee or the Delaware Trustee, as the case may be, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Trust Agreement;

     (h) neither the Property Trustee nor the Delaware Trustee shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Holders, but each of the Property Trustee and the Delaware Trustee may make such further inquiry or investigation into such facts or matters as it may see fit;

     (i) each of the Property Trustee and the Delaware Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, provided that each of the Property Trustee and the Delaware Trustee shall be responsible for its own negligence or misconduct with respect to selection of any agent or attorney appointed by it hereunder;

     (j) whenever in the administration of this Trust Agreement the Property Trustee or, to the extent applicable, the Delaware 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 or the Delaware Trustee, as the case may be, (i) may request instructions from the Holders (which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would

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be entitled to direct the Property Trustee or, to the extent applicable, the Delaware Trustee, as the case may be, under the terms of the Trust Securities in respect of such remedy, right or action), (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in acting in accordance with such instructions; and

     (k) except as otherwise expressly provided by this Trust Agreement, neither the Property Trustee nor the Delaware Trustee shall be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement.

     No provision of this Trust Agreement shall be deemed to impose any duty or obligation on any Issuer 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 such Person 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 any Issuer Trustee shall be construed to be a duty.

     The Property Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Property Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Property Trustee at the Corporate Trust Office of the Property Trustee, and such notices references the Capital Securities and this Agreement.

     In no event shall any Issuer Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether any Issuer Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

     The rights, privileges, protections, immunities and benefits given to the Property Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Property Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

     The Property Trustee may request that the Company or the Guarantor deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

     SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Issuer Trust and the Sponsor, and the Issuer Trustees do not assume any responsibility for their correctness. The Issuer Trustees shall not be accountable for the use or application by the Sponsor of the proceeds of the Debentures.

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     SECTION 8.5. May Hold Securities.

     Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13, and except as provided in the definition of the term “Outstanding” in Article 1, may otherwise deal with the Issuer Trust with the same rights it would have if it were not Issuer Trustee or such other agent.

     SECTION 8.6. Compensation; Indemnity; Fees.

     The Sponsor agrees:

     (a) to pay to the Issuer Trustees from time to time such reasonable compensation for all services rendered by them hereunder as may be separately agreed by the Sponsor and the Issuer Trustees from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

     (b) except as otherwise expressly provided herein, to reimburse the Issuer Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Issuer Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence, bad faith or willful misconduct; and

     (c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any Issuer Trustee, (iii) any officer, director, shareholder, employee, representative or agent of any Issuer Trustee, and (iv) any employee or agent of the Issuer Trust (referred to herein as an “Indemnified Person”) from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or dissolution of the Issuer Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Issuer Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence, bad faith or willful misconduct with respect to such acts or omissions.

     The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and the removal or resignation of any Issuer Trustee.

     To secure the Sponsor’s payment obligations in this Section, the Property Trustee will have a lien prior to the Capital Securities on all money or property held or collected by the Property Trustee, in its capacity as Property Trustee, or held or collected by any Paying Agent, except money or property held in trust to pay Distributions (including any Additional Amounts) on, the Redemption Price of, and the Liquidation Distribution in respect of, the Capital Securities.

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     If the Property Trustee incurs expenses or renders services in connection with an Event of Default as specified herein, the expenses (including charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, reorganization, insolvency or similar law now or hereafter in effect.

     No Issuer Trustee may claim any Lien on any Trust Property as a result of any amount due pursuant to this Section 8.6.

     The Sponsor and any Issuer Trustee (in the case of the Property Trustee, subject to Section 8.8 hereof) 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 business of the Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall have no rights by virtue of this Trust Agreement 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 business of the Issuer Trust, shall not be deemed wrongful or improper. Neither the Sponsor nor any Issuer Trustee shall be obligated to present any particular investment or other opportunity to the Issuer Trust even if such opportunity is of a character that, if presented to the Issuer Trust, could be taken by the Issuer Trust, and the Sponsor and any Issuer 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 Issuer 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 Depository 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.

     SECTION 8.7. Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrative Trustee.

     (a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is a national or state chartered bank and eligible pursuant to the Trust Indenture Act to act as such and that has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 8.7 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section 8.7, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 8. At the time of appointment, the Property Trustee must have securities rated in one of the three highest rating categories by a nationally recognized statistical rating organization.

     (b) There shall at all times be one or more Administrative Trustee hereunder with respect to the Trust Securities. Each Administrative 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 persons authorized to bind that entity.

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     (c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware, or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law and that shall act through one or more persons authorized to bind such entity. If the Property Trustee meets such requirements, the Property Trustee may also serve as Delaware Trustee.

     SECTION 8.8. Conflicting Interests.

     (a) If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust Agreement.

     (b) The Guarantee Agreement and the Indenture shall be deemed to be specifically described in this Trust Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

     SECTION 8.9. Co-Trustees and Separate Trustee.

     Unless and until a Debenture Event of Default or a Debenture Payment Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Holder of Common Securities and the Administrative Trustee shall have the power to appoint one or more Persons either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If a Debenture Event of Default or Debenture Payment Default shall have occurred and be continuing, the Property Trustee shall have the sole power to so appoint such a co-trustee or separate trustee, and upon the written request of the Property Trustee, the Sponsor and the Administrative Trustee shall for such purpose join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint, such co-trustee or separate trustee. Any co-trustee or separate trustee appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States, or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons authorized to bind such entity.

     Should any written instrument from the Sponsor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Sponsor.

     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

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     (a) The Trust Securities shall be executed by one or more Administrative Trustees, and the Trust Securities shall be delivered by the Property Trustee, and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Property Trustee specified hereunder shall be exercised solely by the Property Trustee and not by such co-trustee or separate trustee.

     (b) The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Sponsor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 8.9, and, in case a Debenture Event of Default or Debenture Payment Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Sponsor. Upon the written request of the Property Trustee, the Sponsor shall join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigning or removed may be appointed in the manner provided in this Section 8.9.

     (d) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee or any other trustee hereunder.

     (e) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

     SECTION 8.10. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of any Issuer Trustee (the “Relevant Trustee”) and no appointment of any successor Issuer Trustee pursuant to this Article 8 shall become effective until the acceptance of appointment by such successor Issuer Trustee in accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by giving written notice thereof to the Holders and by appointing a successor Relevant Trustee. The Relevant Trustee shall appoint a successor by requesting from at

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least three Persons meeting the eligibility requirements its expenses and charges to serve as the Relevant Trustee on a form provided by the Administrative Trustee, and selecting the Person who agrees to the lowest expenses and charges. If the instrument of acceptance by the successor Issuer Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 60 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Sponsor, in the case of the Property Trustee, any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

     The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, delivered to the Relevant Trustee (in its individual capacity and, in the case of the Property Trustee, on behalf of the Issuer Trust) (i) for cause (including upon the occurrence of an Event of Default described in subparagraph (d) of the definition thereof with respect to the Relevant Trustee), or (ii) at any time if a Debenture Event of Default or Debenture Payment Default shall have occurred and be continuing. Unless and until a Debenture Event of Default or Debenture Payment Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at any time by Act of the Holders of the Common Securities.

     If a resigning Property Trustee or Delaware Trustee shall fail to appoint a successor, or if the Property Trustee or the Delaware Trustee shall be removed or become incapable of acting as Issuer Trustee, or if a vacancy shall occur in the office of the Property Trustee or the Delaware Trustee for any cause, the Holders of the Common Securities by Act of such Holders delivered to the Relevant Trustee or, if a Debenture Event of Default or Debenture Payment Default shall have occurred and be continuing, the Holders of the Capital Securities, by Act of the Holders of not less than 25% in aggregate Liquidation Amount of the Capital Securities then Outstanding delivered to such Relevant Trustee, may appoint a successor Relevant Trustee or Trustees, and such successor Issuer Trustee shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee shall have been so appointed by the Holders of the Common Securities or Capital Securities, as the case may be, and accepted appointment in the manner required by Section 8.11, any Holder, on behalf of such Holder and all others similarly situated, or any other Issuer Trustee, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

     (b) The Administrative Trustee may resign at any time by giving notice thereof to the Holders and the Sponsor, which resignation shall take effect upon delivery of such notice to the Sponsor or upon such later date specified therein. The Administrative Trustee may be appointed or removed at any time by Act of the Holders of Common Securities delivered to the Relevant Trustee.

     (c) The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in Section 10.8 and shall give notice to the Sponsor and to the Administrative Trustee. Each notice shall include the name of the successor

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Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee.

     (d) Notwithstanding the foregoing or any other provision of this Trust Agreement, if any Delaware Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Property Trustee following the procedures regarding expenses and charges set forth above (with the successor being a Person who satisfies the eligibility requirement for the Delaware Trustee set forth in Section 8.7).

     SECTION 8.11. Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Relevant Trustee, the retiring or removed Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an amendment hereto (without the consent of any other Person) wherein each successor Relevant Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring or removed Relevant Trustee with respect to the Trust Securities and the Issuer Trust, and (ii) shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or facilitate the administration of the Issuer Trust by more than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring or removed Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring or removed Relevant Trustee, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act; but, on request of the Issuer Trust or any successor Relevant Trustee such retiring or removed Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring or removed Relevant Trustee hereunder with respect to the Trust Securities and the Issuer Trust.

     Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph.

     No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article 8.

     (b) In case of the appointment hereunder of a successor Administrative Trustee, each successor Administrative Trustee with respect to the Trust Securities shall

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execute and deliver an amendment hereto wherein each successor Administrative Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Administrative Trustee all the rights, powers, trusts and duties of the retiring or removed Administrative Trustee with respect to the Trust Securities and the Issuer Trust and upon the execution and delivery of such amendment, each such successor Administrative Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring or removed Administrative Trustee, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act.

     SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any Person, succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided that such Person shall be otherwise qualified and eligible under this Article 8, without the execution or filing of any paper or any further act on the part of any of the parties hereto, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act.

     SECTION 8.13. Preferential Collection of Claims Against Sponsor or Issuer Trust.

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

     SECTION 8.14. Trustee May File Proofs of Claim.

     In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Trust Securities or the property of the Issuer Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable and irrespective of whether the Property Trustee shall have made any demand on the Issuer 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 Trust 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 agents and counsel) and of the Holders allowed in such judicial proceeding, and

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     (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 Trust 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.

     SECTION 8.15. Reports by Property Trustee.

     (a) Within 60 days after May 15 of each year commencing with May 15, 2008, the Property Trustee shall transmit to all Holders in accordance with Section 10.8, and to the Sponsor, a brief report dated as of the immediately preceding May 15 with respect to:

     (i) its eligibility under Section 8.7 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect;

     (ii) a statement that the Property Trustee has complied with all of its obligations under this Trust Agreement during the twelve-month period (or, in the case of the initial report, the period since the Closing Date) ending with such May 15 or, if the Property Trustee has not complied in any material respect with such obligations, a description of such noncompliance; and

     (iii) any change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities.

     (b) In addition, the Property Trustee shall transmit to Holders such reports concerning the Property Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

     (c) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property Trustee with the Sponsor.

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     SECTION 8.16. Reports to the Property Trustee.

     Each of the Sponsor and the Administrative Trustee 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(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. The Sponsor and the Administrative Trustee shall annually file with the Property Trustee a certificate specifying whether such Person is in compliance with all of the terms and covenants applicable to such Person hereunder. Delivery of such reports, information and documents to the Property Trustee is for informational purposes only, and the Property Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the each of the Sponsors’ or Administrative Trustee’s compliance with any of their covenants hereunder (as to which the Property Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate)

     SECTION 8.17. Evidence of Compliance with Conditions Precedent.

     Each of the Sponsor and the Administrative Trustee shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Trust Agreement 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) of the Trust Indenture Act shall be given in the form of an Officers’ Certificate.

     SECTION 8.18. Number of Issuer Trustees.

     (a) The number of Issuer Trustees shall be three, unless the Property Trustee also acts as the Delaware Trustee, in which case the number of Issuer Trustees may be two and shall consist of a Delaware Trustee, a Property Trustee and an Administrative Trustee.

     (b) If an Issuer Trustee ceases to hold office for any reason, a vacancy shall occur. The vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of an Issuer Trustee shall not operate to annul or dissolve the Issuer Trust.

     SECTION 8.19. Delegation of Power.

     (a) Any 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 purpose of executing any documents contemplated in Section 2.7(a) or making any governmental filing; and

     (b) The Administrative Trustee shall have power to delegate from time to time to such of its number the doing of such things and the execution of such instruments either in the name of the Issuer Trust or the names of the Administrative Trustee

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or otherwise as the Administrative Trustee may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement.

ARTICLE 9

DISSOLUTION, LIQUIDATION AND MERGER

     SECTION 9.1. Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Issuer Trust shall automatically dissolve, and its affairs be wound up, on February 2, 2087 (the “Expiration Date”), following the distribution of the Trust Property in accordance with Section 9.4.

     SECTION 9.2. Early Dissolution.

     The first to occur of any of the following events is an “Early Dissolution Event”, upon the occurrence of which the Trust shall be dissolved:

     (a) the occurrence of a Sponsor Bankruptcy Event in respect of, or the dissolution or liquidation of, the Sponsor, in its capacity as the Holder of the Common Securities, unless the Sponsor shall transfer the Common Securities as provided by Section 5.10, in which case this provision shall refer instead to any such successor Holder of the Common Securities;

     (b) the written direction to the Property Trustee from all of the Holders of the Common Securities at any time to dissolve the Issuer Trust and to distribute the Debentures to Holders in exchange for the Capital Securities (which direction is optional and wholly within the discretion of the Holders of the Common Securities), subject to receipt of any prior approval of the Federal Reserve;

     (c) the redemption of all of the Capital Securities in connection with the redemption or repayment of all the Debentures; and

     (d) the entry of an order for dissolution of the Issuer Trust by a court of competent jurisdiction.

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     SECTION 9.3. Dissolution.

     The respective obligations and responsibilities of the Issuer Trustees, the Administrative Trustee and the Issuer Trust created and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Holders of all amounts required to be distributed hereunder upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the redemption of all of the Trust Securities pursuant to Section 4.2; (b) the payment of any expenses owed by the Issuer Trust; and (c) the discharge of all administrative duties of the Administrative Trustee, including the performance of any tax reporting obligations with respect to the Issuer Trust or the Holders.

     SECTION 9.4. Liquidation.

     (a) If an Early Dissolution Event specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law including Section 3808(e) of the Delaware Statutory Trust Act, to each Holder a Like Amount of Debentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All such notices of liquidation shall:

     (i) state the CUSIP Number of the Trust Securities;

     (ii) state the Liquidation Date;

     (iii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures, or if Section 9.4(d) applies, a right to receive a Liquidation Distribution; and

     (iv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Property Trustee (after consultation with the Administrative Trustee) shall deem appropriate.

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Debentures to Holders, the Property Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates.

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     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such Certificates to the exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures) and (iv) all rights of Holders holding Trust Securities will cease, except the right of such Holders to receive Debentures upon surrender of Trust Securities Certificates.

     (d) If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines, subject to applicable law. In such event, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, including Section 3808(e) of the Delaware Statutory Trust Act, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Capital Securities, except that the Capital Securities shall have a priority over the Common Securities under the circumstances provided in Section 4.3.

     SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust.

     The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5 or Section 9.4. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustee, but without the consent of the Holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Capital Securities, or (b)

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substitutes for the Capital Securities other securities having substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the Capital Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Capital Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee and the Delaware Trustee have received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, (vii) the Sponsor or its permitted transferee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement, and (viii) the Delaware Trustee shall not be required to be a trustee of such successor entity or otherwise have any obligations or duties with respect to such successor entity without its consent if such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease adversely affects in any material respect the rights, protections, duties, indemnities or immunities of the Delaware Trustee. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Capital 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 Issuer Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

ARTICLE 10

MISCELLANEOUS PROVISIONS

     SECTION 10.1. Limitation of Rights of Holders.

     Except as set forth in Section 9.2, the death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate, dissolve or annul this Trust Agreement, nor entitle the legal representatives or heirs of such Person or any Holder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

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     SECTION 10.2. Amendment.

     (a) This Trust Agreement may be amended from time to time by the Administrative Trustee and the Holders of all of the Common Securities, without the consent of any Holder of the Capital Securities, (i) to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Issuer Trust will not be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes at all times that any Trust Securities are outstanding or to ensure that the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act; provided, however, that in the case of either clause (i) or (ii), such action shall not adversely affect in any material respect the interests of any Holder.

     (b) Except as provided in Section 10.2(c), any provision of this Trust Agreement may be amended by the Administrative Trustee, the Property Trustee, and the Holders of all of the Common Securities and with (i) the consent of Holders of at least a Majority in Liquidation Amount of the Capital Securities, and (ii) receipt by the Issuer Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Issuer Trustees in accordance with such amendment will not affect the Trust’s status as a grantor trust or cause the Issuer Trust to be taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes or affect the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act.

     (c) In addition to and notwithstanding any other provision in this Trust Agreement, without the consent of each affected Holder, this Trust Agreement may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date, or (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date; and notwithstanding any other provision herein, without the unanimous consent of the Holders, this paragraph (c) of this Section 10.2 may not be amended.

     (d) Notwithstanding any other provisions of this Trust Agreement, no Issuer Trustee shall enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to fail or cease to qualify for the exemption from status as an “investment company” under the Investment Company Act or to be taxable as a corporation or to be classified as other than a grantor trust for United States Federal income tax purposes.

     (e) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Sponsor and the Administrative Trustee, this Trust Agreement may not

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be amended in a manner that imposes any additional obligation on the Sponsor or the Administrative Trustee.

     (f) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Property Trustee, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Property Trustee.

     (g) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Delaware Trustee, this Trust Agreement may not be amended in a manner that imposes any additional obligation on the Delaware Trustee or adversely affects in any material respect the rights, protections, duties, indemnities or immunities of the Delaware Trustee.

     (h) In the event that any amendment to this Trust Agreement is made, the Administrative Trustee or the Property Trustee shall promptly provide to the Sponsor and the Delaware Trustee a copy of such amendment.

     (i) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Trust Agreement that affects its own rights, duties or immunities under this Trust Agreement. The Property Trustee and the Delaware Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust Agreement.

     SECTION 10.3. Separability.

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

     SECTION 10.4. Governing Law.

     This Trust Agreement and the rights and obligations of each of the Holders, the Issuer Trust, the Sponsor, and the Issuer Trustees with respect to this Trust Agreement and the Trust Securities shall be construed in accordance with and governed by the laws of the State of Delaware without reference to its conflicts of laws provisions.

     SECTION 10.5. Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day that is a Business Day, with the same force and effect as though made on the date fixed for such payment, and no Distributions shall accumulate on such unpaid amount for the period after such date.

     SECTION 10.6. Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the Sponsor, the Issuer Trust, and any Issuer Trustee, including any successor by

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operation of law. Except in connection with a consolidation, merger or sale involving the Sponsor that is permitted under Article Eight of the Indenture and pursuant to which the assignee agrees in writing to perform the Sponsor’s obligations hereunder, the Sponsor shall not assign its obligations hereunder.

     SECTION 10.7. Headings.

     The Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement.

     SECTION 10.8. Reports, Notices and Demands.

     Any report, notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder or the Sponsor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Capital Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and (b) in the case of the Holder of the Common Securities or the Sponsor, to Comerica Incorporated, Attention: Chief Financial Officer, or to such other address as may be specified in a written notice by the Holder of the Common Securities or the Sponsor, as the case may be, to the Property Trustee. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other communication to or upon the Sponsor shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Sponsor.

     Any notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative Trustee or the Issuer Trust shall be given in writing addressed to such Person as follows: (a) with respect to the Property Trustee, to The Bank of New York, 101 Barclay Street – 8W, New York, New York 10286; (b) with respect to the Delaware Trustee, to 100 White Clay Center, Route 273, P.O. Box 6995, Newark, Delaware 19711; (c) with respect to the Administrative Trustee, to it at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226 marked “Attention: Administrative Trustee of Comerica Capital Trust II”; and (d) with respect to the Issuer Trust, to its principal office specified in Section 2.2, with a copy to the Property Trustee. Such notice, demand or other communication to or upon the Issuer Trust, the Property Trustee or the Administrative Trustee shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee or such Administrative Trustee.

     SECTION 10.9. Agreement Not to Petition.

     Each of the Issuer Trustees and the Sponsor agree for the benefit of the Holders that, until at least one year and one day after the Issuer Trust has been dissolved in accordance with Article 9, they shall not file, or join in the filing of, an involuntary petition against the Issuer Trust under any bankruptcy, insolvency, reorganization or other similar law (including the United States Bankruptcy Code) (collectively, “Bankruptcy Laws”) or otherwise join in the commencement of

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any involuntary proceeding against the Issuer Trust under any Bankruptcy Law. If the Sponsor takes action in violation of this Section 10.9, the Property Trustee agrees, for the benefit of Holders, that at the expense of the Sponsor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Sponsor against the Issuer Trust or the commencement of such action and raise the defense that the Sponsor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any, as counsel for the Issuer Trustee or the Issuer Trust may assert.

     SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.

     (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions. Except as otherwise expressly provided herein, if and to the extent that any provision of this Trust Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

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

     (c) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Issuer Trust.

     SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT, THE INDENTURE AND THE SUPPLEMENTAL INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT, THE INDENTURE AND THE SUPPLEMENTAL INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

     SECTION 10.12. Counterparts.

     This Trust Agreement may contain more than one counterpart of the signature page and this Trust Agreement may be executed by the affixing of the signature of each of the Issuer 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.

57

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

58

     IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Declaration of Trust and Trust Agreement.

COMERICA INCORPORATED
By:	/s/ Robert W. Spencer, Jr.
	Name:	Robert W. Spencer, Jr.
	Title:	Vice President, Corporate Finance & Securities Counsel & Assistant Secretary

THE BANK OF NEW YORK, as Property Trustee
By:	/s/ James D. Heaney
	Name:	James D. Heaney
	Title:	Vice President

THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee
By:	/s/ Kristine K. Gullo
	Name:	Kristine K. Gullo
	Title:	Vice President

/s/ Paul E. Burdiss

Paul E. Burdiss
as Administrative Trustee
 

[Amended and Restated Declaration of Trust and Trust Agreement]

EXHIBIT A

RESTATED CERTIFICATE OF TRUST
OF
COMERICA CAPITAL TRUST II

     THIS Restated Certificate of Trust of Comerica Capital Trust II (the “Trust”), dated as of November 22, 2006 (this “Certificate”), is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to amend and restate the original Certificate of Trust of the Trust which was filed on June 13, 2001, with the Secretary of State of the State of Delaware under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

     1. Name. The name of the statutory trust continued hereby is Comerica Capital Trust II.

     2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are The Bank of New York (Delaware), 100 White Clay Center, Route 273, P.O. Box 6995, Newark, Delaware 19711.

     3. Effective Date. This Certificate shall be effective upon filing.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate in accordance with Section 3811(a) of the Act.

The Bank of New York (Delaware), as Delaware Trustee
	By:
	Name:
	Title:

A-1

EXHIBIT B

[FORM OF COMMON SECURITIES CERTIFICATE]

     THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.10 OF THE TRUST AGREEMENT

Certificate Number Number of Common Securities

Certificate Evidencing Common Securities of Comerica Capital Trust II
6.576% Common Securities (liquidation amount $1,000 per Common Security)

     Comerica Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that ___(the “Holder”) is the registered owner of ___(___) Common Securities of the Issuer Trust representing undivided common beneficial interests in the assets of the Issuer Trust and designated the 6.576% Common Securities (liquidation amount $1,000 per Common Security) (the “Common Securities”). Except in accordance with the Trust Agreement (as defined below), to the fullest extent permitted by law, the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust and Trust Agreement of the Issuer Trust, dated as of February 20, 2007, as the same may be amended from time to time (the “Trust Agreement”), among Comerica Incorporated, as Sponsor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustee named therein, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

     Terms used but not defined herein have the meanings set forth in the Trust Agreement.

A-1

     IN WITNESS WHEREOF, the Administrative Trustee of the Issuer Trust has executed this certificate this 20^th day of February, 2007.

COMERICA CAPITAL TRUST II
By:
Name:	Paul E. Burdiss
Title:	Administrative Trustee

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Common Securities referred to in the above mentioned Trust Agreement.

Dated: February 20, 2007

THE BANK OF NEW YORK,
as Property Trustee

By:

Name:

Title:

     This Capital Securities Certificate is a Book-Entry Capital Securities Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of a Clearing Agency or a nominee of a Clearing Agency. This Capital Securities Certificate is exchangeable for Capital Securities Certificates registered in the name of a person other than the Clearing Agency or its nominee only in the limited circumstances described in the Trust Agreement and may not be transferred except as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency, except in the limited circumstances described in the Trust Agreement.

     Unless this Capital Security Certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), to Comerica Capital Trust II or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

     NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR THE REQUIREMENTS OF U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1 ARE SATISFIED SUCH THAT THE CAPITAL SECURITIES CERTIFICATE HELD BY THE PURCHASER OR HOLDER DOES NOT CONSTITUTE “PLAN ASSETS” AND, IN THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1, HAS COMPLIED WITH ANY REQUEST BY THE SPONSOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE OR (B) IF IT COULD RESULT IN A PROHIBITED TRANSACTION, IT IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1.

C-1

EXHIBIT C

[FORM OF CAPITAL SECURITIES CERTIFICATE]

Certificate Number –	Number of Capital Securities
CUSIP NO. 20036CAA7

Certificate Evidencing Capital Securities of Comerica Capital Trust II
6.576% Capital Securities (liquidation amount $1,000 per Capital Security)

     Comerica Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that ___(the “Holder”) is the registered owner of ___(___) Capital Securities of the Trust representing an undivided preferred beneficial interest in the assets of the Trust and designated the Comerica Capital Trust II 6.576% Capital Securities (liquidation amount $1,000 per Capital Security) (the “Capital Securities”). The Capital Securities are transferable on the books and records of the Issuer 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 Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities are set forth in, and this certificate and the Capital Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust and Trust Agreement of the Issuer Trust, dated as of February 20, 2007, as the same may be amended from time to time (the “Trust Agreement”), among Comerica Incorporated, as Sponsor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustee named therein, and the Holders of Trust Securities, including the designation of the terms of the Capital Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of February 20, 2007 (the “Guarantee Agreement”), by and between Comerica Incorporated, as Guarantor, and The Bank of New York, as Guarantee Trustee, to the extent provided therein. The Issuer Trust will furnish a copy of the Trust Agreement and the Guarantee Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

C-2

     IN WITNESS WHEREOF, the Administrative Trustee of the Issuer Trust has executed this certificate this 20^th day of February, 2007.

COMERICA CAPITAL TRUST II
By:
Name:	Paul E. Burdiss
Title:	Administrative Trustee

C-3

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Capital Securities referred to in the above mentioned Trust Agreement.

Dated: February 20, 2007

THE BANK OF NEW YORK,
as Property Trustee

By:

Name:

Title:

C-4

ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security to:

(Insert assignee’s social security or tax identification number):

(Insert address and zip code of assignee) and irrevocably appoints:

agent to transfer this Capital Security Certificate on the books of the Issuer Trust. The agent may substitute another to act for him or her.

Date:	Signature:
	(Sign exactly as your name appears on the other side of this Capital Security Certificate.) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

C-5

EX-4.5

EXHIBIT 4.5

     This Capital Securities Certificate is a Book-Entry Capital Securities Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of a Clearing Agency or a nominee of a Clearing Agency. This Capital Securities Certificate is exchangeable for Capital Securities Certificates registered in the name of a person other than the Clearing Agency or its nominee only in the limited circumstances described in the Trust Agreement and may not be transferred except as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency, except in the limited circumstances described in the Trust Agreement.

     Unless this Capital Security Certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation (“DTC”), to Comerica Capital Trust II or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

     NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR THE REQUIREMENTS OF U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1 ARE SATISFIED SUCH THAT THE CAPITAL SECURITIES CERTIFICATE HELD BY THE PURCHASER OR HOLDER DOES NOT CONSTITUTE “PLAN ASSETS” AND, IN THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1, HAS COMPLIED WITH ANY REQUEST BY THE SPONSOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS CAPITAL SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE OR (B) IF IT COULD RESULT IN A PROHIBITED TRANSACTION, IT IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING OR U.S. DEPARTMENT OF LABOR REGULATION SECTION 2550.401c-1.

C-1

[FORM OF CAPITAL SECURITIES CERTIFICATE]

Certificate Number –
CUSIP NO. 20036CAA7 Liquidation Amount of Capital Securities

Certificate Evidencing Capital Securities of Comerica Capital Trust II
6.576% Capital Securities (liquidation amount $1,000 per Capital Security)

     Comerica Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that                      (the “Holder”) is the registered owner of                                          (                    ) Capital Securities of the Trust representing an undivided preferred beneficial interest in the assets of the Trust and designated the Comerica Capital Trust II 6.576% Capital Securities (liquidation amount $1,000 per Capital Security) (the “Capital Securities”). The Capital Securities are transferable on the books and records of the Issuer 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 Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities are set forth in, and this certificate and the Capital Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust and Trust Agreement of the Issuer Trust, dated as of February 20, 2007, as the same may be amended from time to time (the “Trust Agreement”), among Comerica Incorporated, as Sponsor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustee named therein, and the Holders of Trust Securities, including the designation of the terms of the Capital Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of February 20, 2007 (the “Guarantee Agreement”), by and between Comerica Incorporated, as Guarantor, and The Bank of New York, as Guarantee Trustee, to the extent provided therein. The Issuer Trust will furnish a copy of the Trust Agreement and the Guarantee Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

C-2

     IN WITNESS WHEREOF, the Administrative Trustee of the Issuer Trust has executed this certificate this 20^th day of February, 2007.

COMERICA CAPITAL TRUST II
By:
Name:	Paul E. Burdiss
Title:	Administrative Trustee

C-3

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Capital Securities referred to in the above mentioned Trust Agreement.

Dated: February 20, 2007

THE BANK OF NEW YORK,
as Property Trustee

By:

Name:

Title:

C-4

ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security to:

(Insert assignee’s social security or tax identification number):

(Insert address and zip code of assignee) and irrevocably appoints:

agent to transfer this Capital Security Certificate on the books of the Issuer Trust. The agent may substitute another to act for him or her.

Date:	Signature:
	(Sign exactly as your name appears on the other side of this Capital Security Certificate.) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

C-5

EX-4.6

EXHIBIT 4.6

GUARANTEE AGREEMENT

by and between

COMERICA INCORPORATED
as Guarantor

and

THE BANK OF NEW YORK
as Guarantee Trustee

relating to

COMERICA CAPITAL TRUST II

Dated as of February 20, 2007

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
Section 1.1. Definitions		1
ARTICLE II TRUST INDENTURE ACT		4
Section 2.1. Trust Indenture Act; Application		4
Section 2.2. List of Holders		5
Section 2.3. Reports by the Guarantee Trustee		5
Section 2.4. Periodic Reports to the Guarantee Trustee		5
Section 2.5. Evidence of Compliance with Conditions Precedent		5
Section 2.6. Events of Default; Waiver		6
Section 2.7. Event of Default; Notice		6
Section 2.8. Conflicting Interests		6
ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE		6
Section 3.1. Powers and Duties of the Guarantee Trustee		6
Section 3.2. Certain Rights of Guarantee Trustee		8
Section 3.3. Compensation; Indemnity; Fees		9
ARTICLE IV GUARANTEE TRUSTEE		10
Section 4.1. Guarantee Trustee; Eligibility		10
Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee		11
ARTICLE V GUARANTEE		12
Section 5.1. Guarantee		12
Section 5.2. Waiver of Notice and Demand		12
Section 5.3. Obligations Not Affected		12
Section 5.4. Rights of Holders		13
Section 5.5. Guarantee of Payment		13
Section 5.6. Subrogation		13
Section 5.7. Independent Obligations		14
ARTICLE VI COVENANTS AND SUBORDINATION		14
Section 6.1. Subordination		14
Section 6.2. Pari Passu Guarantees		14

-i-

TABLE OF CONTENTS
(continued)

	Page
ARTICLE VII TERMINATION		14
Section 7.1. Termination		14
ARTICLE VIII MISCELLANEOUS		15
Section 8.1. Successors and Assigns		15
Section 8.2. Amendments		15
Section 8.3. Notices		15
Section 8.4. Benefit		16
Section 8.5. Governing Law		16
Section 8.6. Counterparts		16

-ii-

     GUARANTEE AGREEMENT, dated as of February 20, 2007, between COMERICA INCORPORATED, a Delaware corporation (the “Guarantor”), having its principal office at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of COMERICA CAPITAL TRUST II, a Delaware statutory trust (the “Issuer Trust”).

RECITALS

     WHEREAS, pursuant to an Amended and Restated Declaration of Trust and Trust Agreement, of even date herewith (the “Trust Agreement”), among Comerica Incorporated, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustee (each as named therein) and the holders from time to time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing $500,000,000 aggregate Liquidation Amount (as defined in the Trust Agreement) of its 6.576% Capital Securities (liquidation amount $1,000 per capital security) (the “Capital Securities”), representing preferred undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement; and

     WHEREAS, the Capital Securities will be issued by the Issuer Trust, and the proceeds thereof, together with the proceeds from the issuance of the Issuer Trust’s Common Securities (as defined herein), will be used to purchase the Debentures of the Guarantor, which Debentures will be deposited with The Bank of New York, as Property Trustee under the Trust Agreement, as trust assets; and

     WHEREAS, as an incentive for the Holders to purchase Capital Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Capital Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the purchase of Capital Securities by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I

DEFINITIONS

     Section 1.1. Definitions.

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

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

     (b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

     (c) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

     (d) all accounting terms used but not defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles;

     (e) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Guarantee Agreement; and

     (f) the words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar import refer to this Guarantee Agreement as a whole and not to any particular Article, Section or other subdivision.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Board of Directors” means the board of directors of the Guarantor or any committee of the board of directors of the Guarantor, comprised of one or more members of the board of directors of the Guarantor or officers of the Guarantor, or both.

     “Capital Securities” has the meaning specified in the recitals to this Guarantee Agreement.

     “Common Securities” means the securities representing common undivided beneficial interests in the assets of the Issuer Trust.

     “Debentures” shall have the meaning specified in the Trust Agreement.

     “Distributions” shall have the meaning specified in the Trust Agreement.

     “Event of Default” means (i) a default by the Guarantor in any of its payment obligations under this Guarantee Agreement or (ii) a default by the Guarantor in any other obligation hereunder that remains unremedied for 30 days.

     “Guarantee Agreement” means this Guarantee Agreement, as modified, amended or supplemented from time to time.

     “Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Capital Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions required to be paid on the Capital Securities, to the extent the Issuer Trust shall have funds on hand available therefor at

2

such time; (ii) the Redemption Price with respect to any Capital Securities called for redemption by the Issuer Trust, to the extent the Issuer Trust shall have funds on hand available therefor at such time; and (iii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer Trust, unless Debentures are distributed to the Holders, the lesser of (a) the Liquidation Distribution with respect to the Capital Securities, to the extent that the Issuer Trust shall have funds on hand available therefor at such time, and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer Trust.

     “Guarantee Trustee” means The Bank of New York, solely in its capacity as Guarantee Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

     “Guarantor” has the meaning specified in the first paragraph of this Guarantee Agreement.

     “Holder” means any Holder (as defined in the Trust Agreement) of any Capital Securities; provided, however, that in determining whether the holders of the requisite percentage of Capital Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

     “Indenture” means the Indenture, dated as of July 31, 2001, between Comerica Incorporated and The Bank of New York (as successor to Chase Manhattan Trust Company, National Association), as trustee, as supplemented by the First Supplemental Indenture, dated as of February 20, 2007, between Comerica Incorporated and The Bank of New York, as trustee, as the same may be further modified, amended or supplemented from time to time.

     “Issuer Trust” has the meaning specified in the first paragraph of this Guarantee Agreement.

     “Liquidation Distribution” shall have the meaning specified in the Trust Agreement.

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

     “Majority in Liquidation Amount of the Capital Securities” means, except as provided by the Trust Indenture Act, Capital Securities representing more than 50% of the aggregate Liquidation Amount (as defined in the Trust Agreement) of all Capital Securities then Outstanding (as defined in the Trust Agreement).

     “Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman or a Vice Chairman of the Board of Directors of such Person or the President or a Vice President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

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

3

     (b) a brief statement of the nature and scope of the examination or investigation undertaken by such officer in rendering the Officers’ Certificate;

     (c) a statement that such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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

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

     “Redemption Price” shall have the meaning specified in the Trust Agreement.

     “Responsible Officer” means, with respect to any Guarantee Trustee that is not an individual, any officer having direct responsibility for the administration of this Guarantee Agreement and also means, with respect to a particular matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

     “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     “Trust Agreement” means the Amended and Restated Declaration of Trust and Trust Agreement of the Issuer Trust referred to in the recitals to this Guarantee Agreement, as modified, amended or supplemented from time to time.

     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Guarantee Agreement was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

ARTICLE II

TRUST INDENTURE ACT

     Section 2.1. Trust Indenture Act; Application.

     Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a matter of contract to this Guarantee Agreement for purposes of interpretation, construction and defining the rights and obligations hereunder, and this Guarantee Agreement, the Guarantor and

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the Guarantee Trustee shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this Guarantee Agreement were qualified under the Trust Indenture Act on the date hereof. Except as otherwise expressly provided herein, if and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

     Section 2.2. List of Holders.

     (a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (a) semiannually, on or before June 30 and December 31 of each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (a “List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (b) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such information is in the possession or control of the Guarantor and has not otherwise been received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

     (b) The Guarantee Trustee shall comply with the requirements of Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     Section 2.3. Reports by the Guarantee Trustee.

     Within 60 days after May 15 each year, commencing May 15, 2008, the Guarantee Trustee shall provide to the Holders 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. If this Guarantee Agreement shall have been qualified under the Trust Indenture Act, the Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

     Section 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act 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, provided that such documents, reports and information shall be required to be provided to the Securities and Exchange Commission only if this Guarantee Agreement shall have been qualified under the Trust Indenture Act. Delivery of such reports, information and documents to the Guarantee Trustee is for informational purposes only, and the Guarantee Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s Sponsors’ or Administrative Trustee’s compliance with any of their covenants hereunder (as to which the Guarantee Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate.

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     Section 2.5. Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement 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 of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

     Section 2.6. Events of Default; Waiver.

     The Holders of at least a Majority in Liquidation Amount of the Capital Securities may, by vote, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

     Section 2.7. Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default known to the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders, notice of any such Event of Default known to the Guarantee Trustee, unless such Event of Default has been cured before the giving of such notice, provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such Event of Default.

     Section 2.8. Conflicting Interests.

     The Trust Agreement and the Indenture shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     Section 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except to a Successor Guarantee Trustee on acceptance by such Successor Guarantee

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Trustee of its appointment to act as Guarantee Trustee hereunder. The right, title and interest of the Guarantee Trustee, as such, hereunder shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1), and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

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

     (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement (including pursuant to Section 2.1), and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1); and

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

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

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     (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

     (iv) subject to Section 3.1(b), no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

     Section 3.2. Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 3.1:

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

     (ii) Any request, direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

     (iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor.

     (iv) The Guarantee Trustee may consult with legal counsel, and the written advice or opinion of such legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

     (v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder unless such Holder shall have provided to the Guarantee Trustee such

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adequate security and indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee against the costs, expenses (including attorneys’ fees and expenses) 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 Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

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

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

     (viii) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions.

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

     Section 3.3. Compensation; Indemnity; Fees.

     The Guarantor agrees:

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

     (b) except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents

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and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

     (c) to indemnify the Guarantee Trustee, any Affiliate of the Guarantee Trustee and any officer, director, shareholder, employee, representative or agent of the Guarantee Trustee (each, an “Indemnified Person”) for, and to hold each Indemnified Person harmless against, any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Indemnified Person, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

     The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement. The claims of the Guarantee Trustee under this Section 3.3 shall not be subject to the provisions of Article VI.

     The provisions of this Section 3.3 shall survive the termination of this Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

ARTICLE IV

GUARANTEE TRUSTEE

     Section 4.1. Guarantee Trustee; Eligibility.

     (a) There shall at all times be a Guarantee Trustee which shall:

     (i) not be an Affiliate of the Guarantor; and

     (ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

     (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2.

     (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

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     Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

     (a) Subject to Section 4.2(c), the Guarantee Trustee may be appointed or removed at any time by the action of the Holders of a Majority in Liquidation Amount of the Capital Securities delivered to the Guarantee Trustee and the Guarantor (i) for cause or (ii) if a Debenture Event of Default (as defined in the Trust Agreement) shall have occurred and be continuing at any time.

     (b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by giving written notice thereof to the Holders and the Guarantor and by appointing a successor Guarantee Trustee. The Guarantee Trustee shall appoint a successor by requesting from at least three Persons meeting the requirements of Section 4.1(a) their expenses and charges to serve as the Guarantee Trustee, and selecting the Person who agrees to the lowest expenses and charges.

     (c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed and shall have accepted such appointment. No removal or resignation of a Guarantee Trustee shall be effective until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor and, in the case of any resignation, the resigning Guarantee Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Holders and the Guarantor of a notice of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

     (e) If a resigning Guarantee Trustee shall fail to appoint a successor, or if a Guarantee Trustee shall be removed or become incapable of acting as Guarantee Trustee and a replacement shall not be appointed prior to such resignation or removal, or if a vacancy shall occur in the office of Guarantee Trustee for any cause, the Holders of the Capital Securities, by the action of the Holders of record of not less than 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of the Capital Securities then Outstanding (as defined in the Trust Agreement) delivered to such Guarantee Trustee, may appoint a Successor Guarantee Trustee or Trustees. If no successor Guarantee Trustee shall have been so appointed by the Holders of the Capital Securities and accepted appointment, any Holder, on behalf of such Holder and all others similarly situated, or any other Guarantee Trustee, may petition any court of competent jurisdiction for the appointment of a successor Guarantee Trustee

     (f) Any corporation into which the Guarantee Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Guarantee Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Guarantee Trustee, shall be the successor of the Guarantee Trustee hereunder, provided such corporation shall be otherwise

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qualified and eligible under this Guarantee Agreement, without the executing or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE V

GUARANTEE

     Section 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer Trust may have or assert, except the defense of payment. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders.

     Section 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

     Section 5.3. Obligations Not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

     (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer Trust;

     (b) the extension of time for the payment by the Issuer Trust of any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities;

     (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind;

     (d) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or

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readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust;

     (e) any invalidity of, or defect or deficiency in, the Capital Securities;

     (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

     (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation), it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

     Section 5.4. Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

     Section 5.5. Guarantee of Payment.

     This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust) or upon the distribution of Debentures to Holders as provided in the Trust Agreement.

     Section 5.6. Subrogation.

     The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

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     Section 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3.

ARTICLE VI

COVENANTS AND SUBORDINATION

     Section 6.1. Subordination.

     The obligations of the Guarantor under this Guarantee Agreement will constitute unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Debt (as defined in the Indenture) of the Guarantor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article Eighteen of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder (other than those arising under Section 3.3 hereof) do not constitute Senior Debt (as defined in the Indenture) of the Guarantor.

     Section 6.2. Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement (other than those arising under Section 3.3) shall rank pari passu with the obligations of the Guarantor under any security, guarantee or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or with any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement.

ARTICLE VII

TERMINATION

     Section 7.1. Termination.

     This Guarantee Agreement (other than with respect to Section 3.3) shall terminate and be of no further force and effect upon (i) full payment of the Redemption Price of all Capital Securities, (ii) the distribution of Debentures to the Holders in exchange for all of the Capital Securities or (iii) full payment of the amounts payable in accordance with Article IX of the Trust Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder is required to repay any sums paid with respect to Capital Securities or this Guarantee Agreement.

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ARTICLE VIII

MISCELLANEOUS

     Section 8.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Guarantee Trustee and the Holders of the Capital Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article Eight of the Indenture and pursuant to which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder, and any purported assignment other than in accordance with this provision shall be void.

     Section 8.2. Amendments.

     Except with respect to any changes that do not adversely affect the rights of the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Capital Securities. The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval.

     Section 8.3. Notices.

     Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows:

     (a) if given to the Guarantor, to the address or telecopy number set forth below or such other address or telecopy number as the Guarantor may give notice to the Guarantee Trustee and the Holders:

Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Robert W. Spencer, Jr.
Facsimile: 313-222-3977

     (b) if given to the Guarantee Trustee, to the address or telecopy number set forth below or such other address or telecopy number as the Guarantee Trustee may give notice to the Guarantor and Holders:

The Bank of New York
101 Barclay Street — 8W
New York, New York 10286

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Attention: James Heaney
Facsimile: 212-815-5704/3272

with a copy to:

Comerica Capital Trust II
c/o Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Robert W. Spencer, Jr.
Facsimile: 313-222-3977

     (c) if given to any Holder, at the address set forth on the books and records of the Issuer Trust.

     All notices hereunder 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 8.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Capital Securities.

     Section 8.5. Governing Law.

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

     Section 8.6. Counterparts.

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

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     IN WITNESS WHEREOF, the parties hereto have executed this Guarantee Agreement as of the day and year first above written.

COMERICA INCORPORATED, as Guarantor
By:	/s/ Robert W. Spencer, Jr.
	Name: Robert W. Spencer, Jr.
	Title:   Vice President, Corporate Finance &             Securities Counsel & Assistant Secretary
THE BANK OF NEW YORK, as Guarantee Trustee
By:	/s/ James D. Heaney
	Name: James D. Heaney
	Title:   Vice President

[Guarantee Agreement]

EX-5.1

EXHIBIT 5.1

[Comerica Incorporated Letterhead]

Comerica Tower at Detroit Center

Corporate Legal Department, MC3391

500 Woodward Avenue, 33rd Floor

Detroit, Michigan 48226

(313) 222-9583 — Direct

(313) 222-3977 – Facsimile

rwspencer@comerica.com

Robert W. Spencer, Jr.

Vice President, Corporate Finance &

Securities Counsel and Assistant Secretary

February 20, 2007

J.P. Morgan Securities Inc.
Citigroup Global Markets Inc.
  As Representatives of the several Underwriters named
  in the Underwriting Agreement

c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

I am Vice President, Corporate Finance & Securities Counsel of Comerica Incorporated, a Delaware corporation (the “Company”). This opinion is furnished to you in connection with the execution of the Underwriting Agreement, dated February 13, 2007 (the “Underwriting Agreement”) among the Company, Comerica Capital Trust II and you, in connection with (a) the issuance and sale by Comerica Capital Trust II of $500,000,000 in aggregate liquidation amount of 6.576% Capital Securities (“Capital Securities”) and (b) the issuance by the Company of $515,464,000 in aggregate principal amount of 6.576% Capital Efficient Notes due February 2, 2082 (the “CENts”). I am furnishing this opinion to you pursuant to Section 6(g) of the Underwriting Agreement, and unless otherwise defined herein or unless the context otherwise requires, capitalized terms used herein shall have the meanings assigned to them in the Underwriting Agreement.

For purposes of rendering the opinions expressed below, I have examined and relied upon the accuracy and completeness of the facts, information, covenants, and representations contained in: (1) the Indenture, (2) the Supplemental Indenture, (3) the Junior Subordinated Debentures, (4) the Trust Agreement, (5) the Trust Certificate, (6) the Guarantee Agreement, (7) the Capital Covenant, (8) the Registration Statement, (9) the Prospectus, (10) the Prospectus Supplement, (11) the Underwriting Agreement, and such other documents that I have deemed necessary or relevant for the purpose of the opinions expressed below. The opinions expressed below are conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants, and representations set forth in the documents, and statements referred to in this paragraph.

In my examination of the above described documents, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of all such documents.

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Citigroup Global Markets Inc., et al.
February 20, 2007
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Based on and subject to the foregoing, I am of the opinion that:

     (a) The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

     (b) Each Significant Subsidiary of the Company has been duly organized and is validly existing and in good standing under the laws of its jurisdictions of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties and to conduct its business in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable (except as provided by 12 U.S.C. §55 or any comparable provision of applicable state law); and the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects other than such liens, encumbrances and defects which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (c) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization” and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company, including the Trust, have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

     (d) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

     (e) The Trust Agreement has been duly authorized, executed and delivered by the Company and the Administrative Trustee, and, assuming due authorization, execution and delivery thereof by the Property Trustee and the Delaware Trustee, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform to the description thereof contained in the Time of Sale Information and the Prospectus. The Administrative Trustee is currently an employee of the

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Citigroup Global Markets Inc., et al.
February 20, 2007
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Company and has been duly authorized by the Company to serve in such capacity and to execute and deliver the Trust Agreement. The Trust Agreement has been duly qualified under the Trust Indenture Act.

     (f) The Indenture has been duly authorized, executed and delivered by the Company and, assuming due execution and delivery thereof by the Indenture Trustee, constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus.

     (g) The Junior Subordinated Debentures have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof as provided in the Indenture, constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles. The Indenture has been duly qualified under the Trust Indenture Act.

     (h) The Guarantee Agreement has been duly authorized, executed and delivered by the Company and, assuming due execution and delivery by the Guarantee Trustee, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles, and will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus. The Guarantee Agreement has been duly qualified under the Trust Indenture Act.

     (i) The statements set forth in the Time of Sale Information and the Prospectus under the captions “Description of the Capital Securities and Guarantees,” “Description of the CENts” and “Replacement Capital Covenant” insofar as they are descriptions of contracts, agreements or other legal documents or describe Federal statutes, rules and regulations, and under the caption “Underwriting,” insofar as they purport to describe the provisions of the documents referred to therein, constitute an accurate summary of the matters set forth therein in all material respects.

     (j) The execution, delivery and performance by the Company and the Trust of each of the Transaction Documents to be executed by it, the issuance and sale of the Capital Securities and compliance by the Company and the Trust with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents to which it is a party will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Trust pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Trust is a party

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Citigroup Global Markets Inc., et al.
February 20, 2007
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or by which the Company or the Trust is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or declaration of trust or similar organizational documents of the Company or the Trust or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (k) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company or the Trust of each of the Transaction Documents, the issuance and sale of the Capital Securities and compliance by the Company and the Trust with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Capital Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Capital Securities by the Underwriters and except for such state banking notices which are required to be given after the fact.

     (l) Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

     (m) Neither the Company nor the Trust is and, after giving effect to the offering and sale of the Capital Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will be an “investment company” required to be registered under the Investment Company Act.

     (n) The Company is duly registered as a bank holding company and qualified as a financial holding company under the BHC Act.

     (o) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date of the Underwriting Agreement; each of the Preliminary Prospectus and the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or in connection with the offering is pending or, to my best knowledge, threatened by the Commission.

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Citigroup Global Markets Inc., et al.
February 20, 2007
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     (p) The Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus included in the Time of Sale Information and the Prospectus (other than the financial statements and related schedules therein, as to which I express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act.

     (q) The documents incorporated by reference in the Time of Sale Information and the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules therein, as to which I express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and I have no reason to believe that any of such documents, when such documents became effective or were so filed, as the case may be contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statement therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading.

As Vice President, Corporate Finance & Securities Counsel of the Company, I have participated in conferences with representatives of the Company and with representatives of its independent accountants and representatives of the Underwriters at which conferences the contents of the Registration Statement, the Time of Sale Information and the Prospectus and any amendment and supplement thereto and related matters were discussed, and although I assume no responsibility for the accuracy, completeness or fairness of the Registration Statement, the Time of Sale Information, the Prospectus and any amendment or supplement thereto (except as expressly provided above), nothing has come to my the attention or caused me to believe that (i) the Registration Statement, at the time of its effective date (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C to be part of the Registration Statement at the time of effectiveness), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Information, at the Time of Sale dated February 13, 2007 contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the Prospectus or any amendment or supplement thereto as of its date and the Closing Date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial information contained therein, as to which I express no belief).

Whenever my opinion herein with respect to the existence or absence of facts is indicated to be based on my knowledge, it is intended to signify that during the course of my representation of the Company, as herein described, no information has come to my attention which would give me actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, I have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my knowledge of the existence or absence of such facts should be drawn from my representation of the Company. As to any facts material to the opinion

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Citigroup Global Markets Inc., et al.
February 20, 2007
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expressed herein, I did not independently establish or verify such facts but have relied upon statement, representations and/or warranties contained in the Transaction Documents, and upon certificates, statements and representations of officers and other representatives of the Company. No inquiry or investigation independent of any of the foregoing was required by you or performed by me to determine the accuracy or completeness thereof.

The opinions expressed herein are specifically qualified by reference to, and are based solely upon, laws, rulings and regulations in effect on the date hereof and are subject to modification to the extent such laws, rules and regulations are changed in the future; provided, however, in rendering this opinion I assume no obligation to revise or supplement this opinion should any law, rulings or regulations in effect be changed by legislative action, judicial decision, or otherwise. This opinion is limited solely to the matters specifically addressed herein and I do not opine on any other matters.

In giving the foregoing opinions, I express no opinion other than as to the laws of the State of Michigan, the Delaware General Corporation Law and, where indicated, federal law.

This opinion is furnished to you pursuant to Section 6(g) of the Underwriting Agreement solely for the benefit of you and for the benefit of the Indenture Trustee, Delaware Trustee and Property Trustee, upon the understanding, as I have advised you and you have agreed, that I am not hereby assuming any professional responsibility to any other person whatsoever.

Very truly yours,

/s/ Robert W. Spencer, Jr.  

Robert W. Spencer, Jr. 

EX-5.2

EXHIBIT 5.2

[Letterhead of Richards, Layton & Finger, P.A.]

February 20, 2007

J.P. Morgan Securities Inc.,
for itself and as Representative of the
Several Underwriters listed in Schedule 1 to the
Underwriting Agreement

     Re: Comerica Capital Trust II

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Comerica Incorporated, a Delaware corporation (the “Company”), and Comerica Capital Trust II, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

          (a) The Certificate of Trust of the Trust, dated June 12, 2001, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on June 13, 2001;

          (b) The Restated Certificate of Trust of the Trust, dated as of November 22, 2006 (the “Certificate”), as filed in the office of the Secretary of State on November 22, 2006;

          (c) The Declaration of Trust of the Trust, dated as of June 12, 2001, among the Company and the trustees of the Trust named therein;

          (d) The Removal and Appointment of Trustees of the Trust, dated as of November 22, 2006, among the Company and the trustees of the Trust named therein;

          (e) The Amended and Restated Declaration of Trust of the Trust, dated as of November 22, 2006, among Company and the trustees of the Trust named therein;

          (f) The Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated as of February 20, 2007 (the “Declaration”), among the Company, as sponsor, the trustees of the Trust named therein (the “Trustees”) and the holders, from time to time, of undivided beneficial interests in the assets of the Trust;

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February 20, 2007
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          (g) The Underwriting Agreement, dated February 12, 2007, (the “Underwriting Agreement”), among the Company, the Trust, and J.P. Morgan Securities Inc., for itself and as representative of the several Underwriters named in Schedule 1 of the Underwriting Agreement;

          (h) The Prospectus, dated February 13, 2007, the Prospectus Supplement, dated February 13, 2007, and the Issuer Free Writing Prospectus, dated February 13, 2007 (together, the “Prospectus”), relating to the 6.576% Trust Capital Securities of the Trust representing undivided beneficial interests in the assets of the Trust issued on the date hereof (each, a “Capital Security” and collectively, the “Capital Securities”); and

          (i) A Certificate of Good Standing for the Trust, dated February 16, 2007, obtained from the Secretary of State.

          Capitalized terms used herein and not otherwise defined are used as defined in the Declaration.

          For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (i) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (i) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

          With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Declaration constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation, and termination of the Trust, and that the Declaration and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, formed or organized, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, formation or organization, (iii) the legal capacity of each natural person who is a party to the documents examined by us, (iv) except to the extent set forth in paragraphs 2 and 4 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) except to the extent provided in paragraphs 5 and 6 below, that each of the parties to the documents examined by us has duly authorized,

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executed and delivered such documents, (vi) the receipt by each Person to whom Capital Securities are to be issued by the Trust (the “Capital Security Holders”) of a Capital Securities Certificate for the Capital Securities in accordance with the Declaration and as described in the Prospectus, (vii) that the Capital Securities have been issued to the Capital Security Holders in accordance with the Declaration and as described in the Prospectus (viii) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware trustee as required by the Statutory Trust Act and filing documents with the Secretary of State) or employees in the State of Delaware, and (ix) that the Trust is treated as a grantor trust for federal income tax purposes. We have not participated in the preparation of the Prospectus and assume no responsibility for its contents.

          This opinion is limited to the laws of the State of Delaware (excluding the securities and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

          Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

          1. The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act; and all filings required under the laws of the State of Delaware with respect to the creation and valid existence of the Trust as a statutory trust have been made.

          2. Under the Declaration and the Delaware Statutory Trust Act, the Trust has the trust power and authority to own property and conduct its business, all as described in the Prospectus, and to enter into and perform its obligations under each of the Underwriting Agreement, the Capital Securities and the Common Securities.

          3. The Declaration, including the terms of the Capital Securities, constitutes a valid and binding obligation of the Company and the Trustees, and is enforceable against the Company and the Trustees, in accordance with its terms, subject, as to enforcement, to the effect upon the Declaration of (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent transfer, fraudulent conveyance and similar laws of general applicability relating to or affecting creditors’ rights, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to indemnification or contribution.

          4. Under the Delaware Statutory Trust Act and the Declaration, the Trust has the requisite trust power and authority to (a) execute and deliver, and to perform its obligations under, the Underwriting Agreement, and (b) issue and perform its obligations under the Capital Securities and the Common Securities.

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          5. Under the Delaware Statutory Trust Act and the Declaration, (a) the execution and delivery by the Trust of the Underwriting Agreement and the performance by the Trust of its obligations thereunder have been duly authorized by all necessary trust action on the part of the Trust; and (b) the Company is authorized to execute and deliver the Underwriting Agreement on behalf of the Trust.

          6. Under the Delaware Statutory Trust Act, the form of certificate attached to the Declaration to represent the Capital Securities is an appropriate form of certificate to evidence ownership of the Capital Securities. The Capital Securities have been duly authorized by the Declaration and, when delivered to and paid for by the Underwriters, in accordance with Underwriting Agreement, will be validly issued and fully paid and non-assessable beneficial interests in the Trust. The Capital Security Holders are entitled to the benefits provided by the Declaration (subject to the terms of the Declaration); and the Capital Security Holders, as beneficial owners of the Trust, will 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 that the Capital Security Holders may be obligated, pursuant to the Declaration, to (a) provide indemnity and/or security in connection with and pay taxes or governmental charges arising from transfers or exchanges of Capital Securities Certificates and the issuance of replacement of Capital Securities Certificates, and (b) provide security and indemnity in connection with requests of or directions to the Property Trustee to exercise its rights and remedies under the Declaration.

          7. The Common Securities have been duly authorized by the Declaration and when issued and delivered by the Trust to the Company against payment therefor described in the Declaration, will be validly issued and fully paid beneficial interests in the Trust. The Company, as holder of the Common Securities, will be entitled to the benefits of the Declaration (subject to the terms of the Declaration).

          8. Under the Delaware Statutory Trust Act and the Declaration, the issuance of the Capital Securities is not subject to any preemptive rights.

          9. The issuance and sale by the Trust of the Capital Securities and the Common Securities, the execution, delivery and performance by the Trust of the Underwriting Agreement, the consummation by the Trust of the transactions contemplated thereby and compliance by the Trust with its obligations thereunder do not violate (i) any of the provisions of the Certificate or the Declaration, or (ii) any applicable Delaware law or administrative regulation.

          10. No authorization, approval, consent or order of any Delaware court or Delaware governmental authority or Delaware agency is required to be obtained by the Trust solely in connection with the issuance and sale of the Capital Securities and the Common Securities or the execution, delivery and performance by the Trust of the Underwriting Agreement.

          11. The Capital Security Holders (other than those Capital Security Holders who reside or are domiciled in the State of Delaware) will have no liability for income taxes imposed by the State of Delaware solely as a result of their participation in the Trust, and the Trust will not be liable for any income tax imposed by the State of Delaware.

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February 20, 2007
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          We consent to your relying as to matters of Delaware law upon this opinion in connection with the Underwriting Agreement. We also consent to The Bank of New York’s relying as to matters of Delaware law upon this opinion in connection with the matters set forth herein. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

BJK/BGK

EX-8.2

EXHIBIT 8.2

[Wachtell, Lipton, Rosen & Katz Letterhead]

February 20, 2007

Comerica Incorporated
500 Woodward Avenue
Detroit, Michigan 48226

Ladies and Gentlemen:

          We have acted as special tax counsel for Comerica Incorporated (“Comerica”) and Comerica Capital Trust II (“Comerica Trust II”) in connection with (a) the issuance and sale by Comerica Trust II of $500,000,000 in aggregate liquidation amount of 6.576% Capital Securities (“Cap Securities”) and (b) the issuance by Comerica of $515,464,000 in aggregate principal amount of 6.576% junior subordinated deferrable Capital Efficient Notes due February 2, 2082 (the “CENts”). In connection with the issuance of the Cap Securities and the CENts, a joint registration statement on Form S-3 (Registration No. 333-138924) was filed on November 22, 2006 with the Securities and Exchange Commission (the “SEC”) for the registration of securities and stock, including the Cap Securities and the CENts (the “Registration Statement”). Comerica also filed with the SEC a prospectus, dated February 13, 2007 (the “Prospectus”), and a prospectus supplement, dated February 13, 2007 (the “Prospectus Supplement”) with respect to the issuance of the Cap Securities and the CENts.

          Comerica Trust II and Comerica, respectively, will issue the Cap Securities and the CENts pursuant to an Indenture dated as of July 31, 2001 between Comerica and Chase Manhattan Trust Company, National Association, as trustee (the “Indenture”) (in November 2006, The Bank of New York, became the trustee under the Indenture) and a First Supplemental Indenture dated as of February 20, 2007 (the “Supplemental Indenture”); a Form of CENt; a Trust Agreement dated as of November 22, 2006, and an Amended and Restated Trust Agreement dated as of February 20, 2007 (collectively, the “Trust Agreement”) between Comerica,

February 20, 2007
Page 2

The Bank of New York as Property Trustee, The Bank of New York (Delaware) as Delaware Trustee, Paul E. Burdiss, Senior Vice President and Treasurer of Comerica, an individual, as Administrative Trustee, and several holders of the trust securities; Certificate of Trust of Comerica Trust II dated November 22, 2006 (the “Trust Certificate”); a Guarantee Agreement between Comerica as Guarantor and The Bank of New York as Guarantee Trustee, dated as of February 20, 2007 (the “Guarantee Agreement”); a Replacement Capital Covenant by Comerica (the “Capital Covenant”); and an Underwriting Agreement between Comerica, the Trust, and the underwriters listed therein, dated as of February 13, 2007 (the “Underwriting Agreement”).

          For purposes of rendering the opinions expressed below, we have examined and relied upon the accuracy and completeness of the facts, information, covenants, and representations contained in: (1) the Indenture, (2) the Supplemental Indenture, (3) the Form of Debenture, (4) the Trust Agreement, (5) the Trust Certificate, (6) an Officer’s Certificate of Comerica, dated February 20, 2007 (the “Officer’s Certificate”), (7) the Guarantee Agreement, (8) the Capital Covenant, (9) the Registration Statement, (10) the Prospectus, (11) the Prospectus Supplement, (12) the Underwriting Agreement, and such other documents that we have deemed necessary or relevant for the purpose of the opinions expressed below. The opinions expressed below are conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants, and representations set forth in the documents, and statements referred to in this paragraph.

          In our examination of the above described documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of all such documents.

          In rendering our opinions, we have assumed that (a) the Indenture, the Supplemental Indenture, the Trust Agreement, the Trust Certificate, the Officer’s Certificate, the Guarantee Agreement, the Capital Covenant, and the Underwriting Agreement (collectively the “Governing Documents”) are all the documents that govern the Cap Securities, the CENts, and Comerica Trust II, (b) the Cap Securities, the CENts, and Comerica Trust II will continue to be governed by the Governing Documents and in accordance with all laws applicable to the Cap Securities, the CENts, and Comerica Trust II (including appropriate execution and filing of any declarations, certificates, instruments, and documents as are required), (c) the documents we have reviewed accurately reflect the documents executed by the parties thereto, and (d) the activities described in these documents are to be conducted in the manner provided therein.

          Our opinions are based on the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, each as amended from time to time and as in existence as of the date hereof, and on existing administrative and judicial interpretations thereof. Legislation enacted, administrative action taken, administrative interpretations or rulings, or judicial decisions promulgated or issued subsequent to the date hereof may result in tax consequences different from those anticipated by our opinions herein. Additionally, our opinions are

February 20, 2007
Page 3

not binding on the Internal Revenue Service or any court, and there can be no assurance that contrary positions may not be taken by the Internal Revenue Service.

          Based solely upon and subject to the foregoing, we are of the opinion that, under current law: (1) Comerica Trust II will be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes; (2) the CENts will be respected as indebtedness of Comerica for United States federal income tax purposes (although the matter is not free from doubt); and (3) insofar as it relates to matters of United States federal income tax law, the discussion set forth in the Prospectus Supplement under the heading “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES” is accurate in all material respects.

          We are rendering these opinions solely in connection with the Prospectus Supplement, and these opinions are not to be relied upon for any other purpose.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

JMR/raf

EX-99.1

EXHIBIT 99.1

REPLACEMENT CAPITAL COVENANT

          Replacement Capital Covenant, dated as of February 20, 2007 (this “Replacement Capital Covenant”), by Comerica Incorporated, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

RECITALS

          WHEREAS, on the date hereof, the Corporation is issuing $515,464,000 aggregate principal amount of its 6.576% Capital Efficient Notes due 2082 (the “CENts”) to Comerica Capital Trust II (the “Trust”).

          WHEREAS, on the date hereof, the Trust is issuing $500,000,000 aggregate liquidation amount of its 6.576% Capital Securities (the “Capital Securities” and together with the CENts, the “Securities”).

          WHEREAS, this Replacement Capital Covenant is the “Replacement Capital Covenant” referred to in the Prospectus Supplement, dated February 13, 2007, relating to the Capital Securities (together with the accompanying Prospectus, dated February 13, 2007, the “Prospectus Supplement”).

          WHEREAS, the Corporation is entering into and disclosing the content of this Replacement Capital Covenant in the manner provided below with the intent that the covenants provided for in this Replacement Capital Covenant be enforceable by each Covered Debtholder and that the Corporation be estopped from disregarding the covenants in this Replacement Capital Covenant, in each case to the fullest extent permitted by applicable law.

          WHEREAS, the Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants.

          Now, Therefore, the Corporation hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debtholder.

          SECTION 1. Definitions. Capitalized terms used in this Replacement Capital Covenant (including the Recitals) have the meanings set forth in Schedule I hereto.

          SECTION 2. Limitations on Redemption and Purchase of Securities. The Corporation hereby promises and covenants to and for the benefit of each Covered Debtholder that the Corporation shall not repay, redeem or purchase, and shall cause its Subsidiaries not to purchase, all or any part of the Securities prior to February 2, 2062 except to the extent that (a) in the case of a redemption or purchase, the Corporation has obtained the prior approval of the Federal Reserve if such approval is then required under the Federal Reserve’s capital guidelines applicable to bank holding companies and (b) the principal amount repaid or the applicable redemption or purchase price does not exceed the sum of the following amounts:

     (i) the Applicable Percentage of (a) the aggregate amount of the net cash proceeds the Corporation and its Subsidiaries have received from the sale of Common Stock and rights to acquire Common Stock to Persons other than the Corporation and its Subsidiaries and (b) the Market Value of any Common Stock that the Corporation and its Subsidiaries have issued to persons other than the Corporation and its Subsidiaries in connection with the conversion of any convertible or exchangeable securities, other than securities for which the Corporation or any of its Subsidiaries has received equity credit from any NRSRO, in each case within a Measurement Period (without double counting proceeds received in any prior Measurement Period); plus

     (ii) 100% of the aggregate amount of net cash proceeds the Corporation and its Subsidiaries have received within a Measurement Period (without double counting proceeds received in any prior Measurement Period) from the sale of Mandatorily Convertible Preferred Stock and Debt Exchangeable for Equity to Persons other than the Corporation and its Subsidiaries; plus

     (iii) 100% of the aggregate amount of net cash proceeds the Corporation and its Subsidiaries have received within a Measurement Period (without double counting proceeds received in any prior Measurement Period) from the sale of Qualifying Capital Securities to Persons other than the Corporation and its Subsidiaries.

          SECTION 3. Covered Debt. (a) The Corporation represents and warrants that the Initial Covered Debt is Eligible Debt.

          (b) On or during the 30-day period immediately preceding any Redesignation Date with respect to the Covered Debt then in effect, the Corporation shall identify the series of Eligible Debt that will become the Covered Debt on and after such Redesignation Date in accordance with the following procedures:

     (i) the Corporation shall identify each series of its and its Depository Institution Subsidiaries’ then outstanding long-term indebtedness for money borrowed that is Eligible Debt;

     (ii) if only one series of the Corporation’s then outstanding long-term indebtedness for money borrowed is Eligible Debt, such series shall become the Covered Debt commencing on the related Redesignation Date;

     (iii) if the Corporation has more than one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, then the Corporation shall identify the series that has the latest occurring final maturity date as of the date the Corporation is applying the procedures in this Section 3(b) and such series shall become the Covered Debt on the related Redesignation Date;

     (iv) if the Corporation has no outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, and its Largest Depository Institution Subsidiary has only one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, such series shall become the Covered Debt commencing on the related Redesignation Date;

     (v) if the Corporation has no outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, but its Largest Depository Institution Subsidiary has more than one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, then the Corporation shall identify the series that has the latest occurring final maturity date as of the date the Corporation is applying the procedures in this Section 3(b) and such series shall become the Covered Debt on the related Redesignation Date;

     (vi) the series of outstanding long-term indebtedness for money borrowed that is determined to be Covered Debt pursuant to clause (ii), (iii), (iv) or (v) above shall be the Covered Debt for purposes of this Replacement Capital Covenant for the period commencing on the related Redesignation Date and continuing to but not including the Redesignation Date as of which a new series of outstanding long-term indebtedness is next determined to be the Covered Debt pursuant to the procedures set forth in this Section 3(b); and

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     (vii) in connection with such identification of a new series of Covered Debt, the Corporation shall give the notice provided for in Section 3(c) within the time frame provided for in such section.

          (c) Notice. In order to give effect to the intent of the Corporation described in the fourth Recital, the Corporation covenants that (i) simultaneously with the execution of this Replacement Capital Covenant or as soon as practicable after the date hereof, it shall (x) give notice to the Holders of the Initial Covered Debt, in the manner provided in the indenture relating to the Initial Covered Debt, of this Replacement Capital Covenant and the rights granted to such Holders hereunder and (y) file a copy of this Replacement Capital Covenant with the Commission as an exhibit to a Current Report on Form 8-K under the Securities Exchange Act; (ii) so long as the Corporation is a reporting company under the Securities Exchange Act, the Corporation will include in each annual report filed with the Commission on Form 10-K under the Securities Exchange Act a description of the covenant set forth in Section 2 and identify the series of long-term indebtedness for borrowed money that is Covered Debt as of the date such Form 10-K is filed with the Commission; (iii) if a series of the Corporation’s or one of its Depository Institution Subsidiary’s long-term indebtedness for money borrowed (1) becomes Covered Debt or (2) ceases to be Covered Debt, give notice of such occurrence within 30 days to the holders of such long-term indebtedness for money borrowed in the manner provided for in the indenture, fiscal agency agreement or other instrument under which such long-term indebtedness for money borrowed was issued and report such change in the Corporation’s next quarterly report on Form 10-Q or annual report on Form 10-K, as applicable; (iv) if, and only if, the Corporation ceases to be a reporting company under the Securities Exchange Act, post on its website the information otherwise required to be included in Securities Exchange Act filings pursuant to clauses (ii) and (iii) of this Section 3(c); and (v) promptly upon request by any Holder of Covered Debt, provide such Holder with an executed copy of this Replacement Capital Covenant.

          SECTION 4. Termination, Amendment and Waiver. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) February 2, 2062, (ii) the date, if any, on which the Holders of a majority by principal amount of the then-effective series of Covered Debt consent or agree in writing to the termination of this Replacement Capital Covenant and the obligations of the Corporation hereunder and (iii) the date on which neither the Corporation nor any of its Depository Institution Subsidiaries has any series of outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (b) of the definition of each such term). Moreover, if an event of default under the Supplemental Indenture resulting in an acceleration of the CENts occurs, this Replacement Capital Covenant shall, without any further action, immediately terminate upon such acceleration. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect.

          (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation with the consent of the Holders of a majority by principal amount of the then-effective series of Covered Debt, provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of the Holders of the then-effective series of Covered Debt) if any of the following apply (it being understood that any such amendment or supplement may fall into one or more of the following): (i) the effect of such amendment or supplement is solely to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities, and an officer of the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate to that effect, (ii) such amendment or supplement is not materially adverse to the rights of the Covered Debtholders hereunder and an officer of the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture,

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fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate stating that, in his or her determination, such amendment or supplement is not materially adverse to the Covered Debtholders, or (iii) such amendment or supplement eliminates Common Stock and/or Mandatorily Convertible Preferred Stock (but only to the extent exchangeable for Common Stock) as Replacement Capital Securities if, in the case of this clause (iii), the Corporation has been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to do so would result in a reduction in the Corporation’s earnings per share as calculated for financial reporting purposes.

          (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement the obligations of the Corporation under this Replacement Capital Covenant shall be the Holders of the then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

          SECTION 5. Miscellaneous. (a) This Replacement Capital Covenant shall be governed by and construed in accordance with the laws of the State of New York.

          (b) This Replacement Capital Covenant shall be binding upon the Corporation and its successors and assigns and shall inure to the benefit of the Covered Debtholders as they exist from time-to-time (it being understood and agreed by the Corporation that any Person who is a Covered Debtholder at the time such Person acquires, holds or sells Covered Debt shall retain its status as a Covered Debtholder for so long as the series of long-term indebtedness for borrowed money owned by such Person is Covered Debt and, if such Person initiates a claim or proceeding to enforce its rights under this Replacement Capital Covenant after the Corporation has violated its covenants in Section 2 and before the series of long-term indebtedness for money borrowed held by such Person is no longer Covered Debt, such Person’s rights under this Replacement Capital Covenant shall not terminate by reason of such series of long-term indebtedness for money borrowed no longer being Covered Debt). Other than the Covered Debtholders as provided in the previous sentence, no other Person shall have any rights under this Replacement Capital Covenant or be deemed a third party beneficiary of this Replacement Capital Covenant. In particular, no holder of the CENts is a third party beneficiary of this Replacement Capital Covenant, it being understood that such holders may have rights under the Supplemental Indenture.

          (c) All demands, notices, requests and other communications to the Corporation under this Replacement Capital Covenant shall be deemed to have been duly given and made if in writing and (i) if served by personal delivery upon the Corporation, on the day so delivered (or, if such day is not a Business Day, the next succeeding Business Day), (ii) if delivered by registered post or certified mail, return receipt requested, or sent to the Corporation by a national or international courier service, on the date of receipt by the Corporation (or, if such date of receipt is not a Business Day, the next succeeding Business Day), or (iii) if sent by telecopier, on the day telecopied, or if not a Business Day, the next succeeding Business Day, provided that the telecopy is promptly confirmed by telephone confirmation thereof, and in each case to the Corporation at the address set forth below, or at such other address as the Corporation may thereafter notify to Covered Debtholders or post on its website as the address for notices under this Replacement Capital Covenant:

Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodland Avenue
Detroit, Michigan 48226
Attention: Robert W. Spencer, Jr.
Facsimile: 313-222-3977

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[Signatures to follow]

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     In Witness Whereof, the Corporation has caused this Replacement Capital Covenant to be executed by its duly authorized officer, as of the day and year first above written.

COMERICA INCORPORATED
By:	/s/ Paul E. Burdiss
	Name:	Paul E. Burdiss
	Title:	Senior Vice President & Treasurer

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Schedule 1

DEFINITIONS

          “Alternative Payment Mechanism” means, with respect to any securities or combination of securities (together in this definition, “securities”), provisions in the related transaction documents that require the Corporation to issue (or use commercially reasonable efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such securities and apply the proceeds to pay unpaid Distributions on such securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

          (a) define “eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale of the relevant securities, where applicable, and including the fair market value of property received by the Corporation or any of its Subsidiaries as consideration for such securities) that the Corporation has received during the six months prior to the related Distribution Date from the issuance of APM Qualifying Securities, up to the Preferred Cap in the case of APM Qualifying Securities that are Qualifying Non-Cumulative Preferred Stock;

          (b) permit the Corporation to pay current Distributions on any Distribution Date out of any source of funds but (x) require the Corporation to pay deferred Distributions only out of eligible proceeds and (y) prohibit the Corporation from paying deferred Distributions out of any source of funds other than eligible proceeds, unless otherwise required at the time by the Federal Reserve;

          (c) if deferral of Distributions continues for more than one year, require the Corporation not to redeem or repurchase any of its Common Stock until at least one year after all deferred Distributions have been paid (the “Repurchase Restriction”);

          (d) notwithstanding clause (b) of this definition, if the Federal Reserve disapproves the issuer’s sale of APM Qualifying Securities, may (if the Corporation elects to so provide in the terms of such securities) permit the Corporation to pay deferred Distributions from any source without a breach of its obligations under the transaction documents;

          (e) if the Federal Reserve does not disapprove the Corporation’s issuance and sale of APM Qualifying Securities but disapproves the use of the proceeds thereof to pay deferred Distributions, may (if the Corporation elects to so provide in the terms of such securities) permit the Corporation to use such proceeds for other purposes and to continue to defer Distributions without a breach of its obligations under the transaction documents;

          (f) limit the obligation of the Corporation to issue (or use commercially reasonable efforts to issue) APM Qualifying Securities:

     (A) in the case of APM Qualifying Securities that are Common Stock and rights to purchase Common Stock, either (i) during the first five years of any deferral period or (ii) with respect to deferred Distributions attributable to the first five years of any deferral period (provided that such limitation shall not apply after the ninth anniversary of the commencement of any deferral period), (x) to an aggregate amount of such securities, the net proceeds from the issuance thereof pursuant to the Alternative Payment Mechanism is equal to 2% of the Corporation’s market capitalization or (y) to a number of shares of

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Common Stock and rights to purchase a number of shares of Common Stock, in the aggregate, not in excess of 2% of the outstanding number of shares of Common Stock (the amount in clause (x) or (y) is referred to as the “Common Cap”); and

     (B) in the case of APM Qualifying Securities that are Qualifying Non-Cumulative Preferred Stock, an amount from the issuance thereof pursuant to the related Alternative Payment Mechanism (including at any point in time from all prior issuances thereof pursuant to such Alternative Payment Mechanism) equal to 25% of the liquidation or principal amount of the securities that are the subject of the related Alternative Payment Mechanism (the “Preferred Cap”);

          (g) in the case of securities other than Non-Cumulative Perpetual Preferred Stock, include a Bankruptcy Claim Limitation Provision; and

          (h) permit the Corporation, at its option, to provide that if the Corporation is involved in a merger, consolidation, amalgamation, binding share exchange or conveyance, transfer or lease of assets substantially as an entirety to any other person or a similar transaction (a “business combination”) where immediately after the consummation of the business combination more than 50% of the surviving or resulting entity’s voting stock is owned by the shareholders of the other party to the business combination, then clauses (a), (b) and (c) above will not apply to any deferral period that is terminated on the next interest payment date following the date of consummation of the business combination;

provided (and it being understood) that:

          (a) the Alternative Payment Mechanism may at the Corporation’s discretion include a share cap limiting the issuance of APM Qualifying Securities consisting of Common Stock and rights to purchase Common Stock, in each case to a maximum issuance cap to be set at the Corporation’s discretion and otherwise substantially similar to the “share cap”, as defined in the Prospectus Supplement, provided that such maximum issuance cap shall not represent a lower proportion of the Corporation’s shares of Common Stock as of the date of issuance of such securities than the “share cap” represents as a proportion of the Corporation’s outstanding shares of Common Stock, as of the date of the Prospectus Supplement;

          (b) the Corporation shall not be obligated to issue (or use commercially reasonable efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing;

          (c) if, due to a Market Disruption Event or otherwise, the Corporation is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, the Corporation will apply any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the Common Cap, the Preferred Cap, and any maximum issuance cap referred to above, as applicable; and

          (d) if the Corporation has outstanding more than one class or series of securities under which it is obligated to sell a type of APM Qualifying Securities and apply some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to the Common Cap, the Preferred Cap and any maximum issuance cap referred to above, as applicable, in proportion to the total amounts that are due on such securities, or on such other basis as the Federal Reserve may approve.

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          “APM Qualifying Securities” means, with respect to an Alternative Payment Mechanism, one or more of the following (as designated in the transaction documents for the Qualifying Capital Securities that include an Alternative Payment Mechanism):

(a)	Common Stock; or
(b)	rights to purchase Common Stock; and
(c)	Qualifying Non-Cumulative Preferred Stock;

provided that if the APM Qualifying Securities for any Alternative Payment Mechanism include both Common Stock and rights to purchase Common Stock, such Alternative Payment Mechanism may permit, but need not require, the Corporation to issue rights to purchase Common Stock.

          “Applicable Percentage” means a percentage equivalent of 1 divided by (a) 75% with respect to any repayment, redemption or purchase on or prior to February 20, 2032, (b) 50% with respect to any repayment, redemption or purchase after February 20, 2032 and on or prior to February 2, 2052 and (c) 25% with respect to any repayment, redemption or purchase after February 2, 2052.

          “Bankruptcy Claim Limitation Provision” means, with respect to any securities or combination of securities that have an Alternative Payment Mechanism or a Mandatory Trigger Provision (together in this definition, “securities”), provisions that, upon any liquidation, dissolution, winding up or reorganization or in connection with any insolvency, receivership or proceeding under any bankruptcy law with respect to the issuer, limit the claim of the holders of such securities to Distributions that accumulate during (a) any deferral period, in the case of securities that have an Alternative Payment Mechanism or (b) any period in which the Corporation fails to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements, in the case of securities having a Mandatory Trigger Provision, to:

     (i) in the case of securities having an Alternative Payment Mechanism or Mandatory Trigger Provision with respect to which the APM Qualifying Securities do not include Qualifying Non-Cumulative Preferred Stock, 25% of the stated or principal amount of such securities then outstanding; and

     (ii) in the case of any other securities, the sum of (x) the amount of accumulated and unpaid Distributions (including compounded amounts) that relate to the earliest two years of the portion of the deferral period for which Distributions have not been paid and (y) an amount equal to the excess, if any, of the Preferred Cap over the aggregate amount of net proceeds from the sale of Qualifying Non-Cumulative Preferred Stock that the issuer has applied to pay such Distributions pursuant to the Alternative Payment Mechanism or the Mandatory Trigger Provision, provided that the holders of such securities are deemed to agree that, to the extent the remaining claim exceeds the amount set forth in subclause (x), the amount they receive in respect of such excess shall not exceed the amount they would have received had such claim ranked pari passu with the interests of the holders, if any, of Qualifying Non-Cumulative Preferred Stock.

          “Business Day” means each day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in The City of New York or Detroit, Michigan are authorized or required by law or executive order to remain closed or, on or after February 20, 2032, a day that is not a London business day.

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A “London business day” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

          “Capital Securities” has the meaning specified in the Recitals.

          “CENts” has the meaning specified in the Recitals.

          “Commission” means the United States Securities and Exchange Commission.

          “Common Cap” has the meaning specified in the definition of Alternative Payment Mechanism.

          “Common Stock” means any equity securities of the Corporation (including equity securities held as treasury shares and equity securities sold pursuant to our dividend reinvestment plan and employee benefit plans) that have no preference in the payment of dividends or amounts payable upon the liquidation, dissolution or winding up of the Corporation (including a security that tracks the performance of, or relates to the results of, a business, unit or division of the Corporation), and any securities issued in exchange therefor in connection with a merger, consolidation, binding share exchange, business combination, recapitalization or other similar event.

          “Corporation” has the meaning specified in the introduction to this instrument.

          “Covered Debt” means (a) at the date of this Replacement Capital Covenant and continuing to but not including the first Redesignation Date, the Initial Covered Debt and (b) thereafter, commencing with each Redesignation Date and continuing to but not including the next succeeding Redesignation Date, the Eligible Debt identified pursuant to Section 3(b) as the Covered Debt for such period.

          “Covered Debtholder” means each Person (whether a Holder or a beneficial owner holding through a participant in a clearing agency) that buys, holds or sells long-term indebtedness for money borrowed of the Corporation or its Depository Institution Subsidiary during the period that such long-term indebtedness for money borrowed is Covered Debt.

          “Debt Exchangeable for Equity” means a security or combination of securities (together in this definition, “securities”) that:

          (a) gives the holder a beneficial interest in (a) debt securities of the Corporation that are Non-Cumulative and that are the most junior subordinated debt of the Corporation (or rank pari passu with the most junior subordinated debt of the Corporation) and (b) a fractional interest in a stock purchase contract for Qualifying Non-Cumulative Preferred Stock;

          (b) provides that the investors directly or indirectly grant to the Corporation a security interest in such debt securities and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the investors’ direct or indirect obligation to purchase the Corporation’s preferred stock pursuant to such stock purchase contract;

          (c) includes a remarketing feature pursuant to which the subordinated debt of the Corporation is remarketed to new investors commencing within five years from the date of issuance of the security or earlier in the event of an early settlement event based on (a) the capital ratios of the Corporation,

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(b) the capital ratios of the Corporation as anticipated by the Federal Reserve, or (c) the dissolution of the issuer of such Debt Exchangeable for Equity;

          (d) provides for the proceeds raised in the remarketing to be used to purchase Qualifying Non-Cumulative Preferred Stock under the stock purchase contracts and, if there has not been a successful remarketing by the first Distribution Date that is six years after the date of issuance of such debt securities of the Corporation, provides that the stock purchase contracts will be settled by the Corporation exercising its remedies as a secured party with respect to such debt securities or other collateral directly or indirectly pledged by investors in the Debt Exchangeable for Equity;

          (e) includes a replacement capital covenant substantially similar to this Replacement Capital Covenant, provided that such replacement capital covenant will apply to such securities and to the Qualifying Non-Cumulative Preferred Stock and will not include Debt Exchangeable for Equity in the definition of “qualifying capital securities”; and

          (f) after the issuance of such Qualifying Non-Cumulative Preferred Stock, provides the holder of the security with a beneficial interest in such Qualifying Non-Cumulative Preferred Stock.

          “Depository Institution Subsidiary” means any Subsidiary of the Corporation that is a depository institution within the meaning of 12 C.F.R. § 204.2(m).

          “Distribution Date” means, as to any securities or combination of securities, the dates on which periodic Distributions on such securities are scheduled to be made.

          “Distribution Period” means, as to any securities or combination of securities, each period from and including a Distribution Date for such securities to but not including the next succeeding Distribution Date for such securities.

          “Distributions” means, as to a security or combination of securities, dividends, interest payments or other income distributions to the holders thereof that are not Subsidiaries of the Corporation.

          “Eligible Debt” means, at any time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt is then outstanding, Eligible Senior Debt.

          “Eligible Senior Debt” means, at any time in respect of any issuer, each series of outstanding long-term indebtedness for money borrowed of such issuer that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks most senior among the issuer’s then outstanding classes of unsecured indebtedness for money borrowed, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding senior long-term indebtedness for money borrowed that satisfies the requirements of clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents, and (e) if issued by a Depository Institution Subsidiary, is fully and unconditionally guaranteed by the Corporation on (I) a subordinated basis or (II) if on the relevant Redesignation Date there is no outstanding debt of a Depository Institution Subsidiary meeting the other requirements set forth above and guaranteed by the Corporation on a subordinated basis but there is outstanding debt of a Depository Institution Subsidiary meeting such requirements and guaranteed on a senior basis, a senior basis. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money

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borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

          “Eligible Subordinated Debt” means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of unsecured indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents, and (e) if issued by a Depository Institution Subsidiary, is fully and unconditionally guaranteed by the Corporation on (I) a subordinated basis or (II) if on the relevant Redesignation Date there is no outstanding debt of a Depository Institution Subsidiary meeting the other requirements set forth above and guaranteed by the Corporation on a subordinated basis but there is outstanding debt of a Depository Institution Subsidiary meeting such requirements and guaranteed on a senior basis, a senior basis. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

          “Federal Reserve” means the Board of Governors of the Federal Reserve System or any successor thereto as primary regulator of the Corporation.

          “Holder” means, as to the Covered Debt then in effect, each holder of such Covered Debt as reflected on the securities register maintained by or on behalf of the Corporation with respect to such Covered Debt.

          “Initial Covered Debt” means the Corporation’s 4.80% Subordinated Notes due May 1, 2015.

          “Intent-Based Replacement Disclosure” means, as to any security or combination of securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer will redeem or repurchase such securities only with the proceeds of replacement capital securities that have terms and provisions at the time of redemption or repurchase that are as or more equity-like than the securities then being redeemed or repurchased, raised within six months prior to the applicable redemption or repurchase date. Notwithstanding the use of the term Intent-Based Replacement Disclosure in the definitions of Qualifying Capital Securities and Qualifying Non-Cumulative Preferred Stock, the requirement in those definitions that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

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          “Largest Depository Institution Subsidiary” means, from time to time, the Depository Institution Subsidiary of the Corporation with the greatest total assets that also has outstanding at least one series of Eligible Subordinated Debt; provided, however, that if no Depository Institution Subsidiary of the Corporation has outstanding a series of Eligible Subordinated Debt, this term shall mean the Depository Institution Subsidiary of the Corporation with the greatest total assets that also has outstanding at least one series of Eligible Senior Debt.

          “Mandatorily Convertible Preferred Stock” means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.

          “Mandatory Trigger Provision” means, as to any security or combination of securities, provisions in the terms thereof or of the related transaction agreements that:

          (a) require, or at its option in the case of non-cumulative perpetual preferred stock permit, the issuer of such security or combination of securities to make payment of Distributions on such securities only pursuant to the issuance and sale of APM Qualifying Securities, within two years of a failure to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements, in amount such that the net proceeds of such sale are at least equal the amount of unpaid Distributions on such securities (including without limitation all deferred and accumulated amounts), and in either case require the application of the net proceeds of such sale to pay such unpaid Distributions, provided that (i) if the Mandatory Trigger Provision does not require such issuance and sale within one year of such failure, the amount of Common Stock or rights to acquire Common Stock the net proceeds of which the issuer must apply to pay such Distributions pursuant to such provision may not exceed the Common Cap, and (ii) the amount of Qualifying Non-Cumulative Preferred Stock the net proceeds of which the issuer may apply to pay such distributions pursuant to such provision may not exceed the Preferred Cap;

          (b) other than in the case of non-cumulative preferred stock, if the provisions described in clause (a) do not require such issuance and sale within one year of such failure, prohibit the Corporation from repurchasing any of its Common Stock prior to the date six months after the issuer applies the net proceeds of the sales described in clause (a) to pay such unpaid Distributions in full; and

          (c) other than in the case of non-cumulative perpetual preferred stock, include a Bankruptcy Claim Limitation Provision.

          No remedy other than Permitted Remedies will arise by the terms of such securities or related transaction agreements in favor of the holders of such securities as a result of the issuer’s failure to pay Distributions because of the Mandatory Trigger Provision until Distributions have been deferred for one or more Distribution Periods that total together at least ten years.

          “Market Disruption Events” means one or more events or circumstances substantially similar to those listed as “Market Disruption Events” in the Supplemental Indenture.

          “Market Value” means, on any date, (i) in the case of Common Stock, the closing sale price per share of Common Stock (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or, if the Common Stock is not then

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listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted; if the Common Stock is not either listed or quoted on any U.S. securities exchange on the relevant date, the market price will be the average of the mid-point of the bid and ask prices for the Common Stock on the relevant date submitted by at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose and (ii) in the case of rights to acquire Common Stock, a value determined by a nationally recognized independent investment banking firm selected by the Corporation’s Board of Directors (or a duly authorized committee thereof) for this purpose.

          “Measurement Date” means (a) with respect to any repayment, redemption or purchase on or prior to February 20, 2032, the date that is 180 days prior to delivery of notice of such repayment, redemption or purchase; an (b) with respect to any repayment, redemption or purchase after February 20, 2032, the date that is 30 days prior to the date of such repayment, redemption or purchase, except that, if during the 150 days (or any shorter period) preceding the date that is 30 days prior to the date of such repayment, redemption or purchase, net cash proceeds described above were received but no repayment, redemption or purchase was made in connection therewith, the date upon which such 150 day (or shorter) period prior to the date of such repayment, redemption or purchase began.

          “Measurement Period” with respect to any notice date or purchase date means the period (i) beginning on the Measurement Date with respect to such notice date or purchase date and (ii) ending on such notice date or purchase date. Measurement Periods cannot run concurrently.

          “Non-Cumulative” means, with respect to any securities, that the issuer thereof may elect not to make any number of periodic Distributions without any remedy arising under the terms of the securities or related agreements in favor of the holders, other than one or more Permitted Remedies. Securities that include an Alternative Payment Mechanism shall also be deemed to be Non-Cumulative for all purposes of this Replacement Capital Covenant, other than the definitions of APM Qualifying Securities and Qualifying Non-Cumulative Preferred Stock, and debt securities that include an Alternative Payment Mechanism shall be deemed to be Non-Cumulative for purposes of the definition of Debt Exchangeable for Equity (it being understood that such Alternative Payment Mechanism for the purposes of the definition of Debt Exchangeable for Equity need not include a Common Cap, a Preferred Cap or a Bankruptcy Claim Limitation Provision).

          “NRSRO” means a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act.

          “Optional Deferral Provision” means, as to any securities, a provision in the terms thereof or of the related transaction agreements to the effect of either (a) or (b) below:

     (a) (i) the issuer of such securities may, in its sole discretion, defer in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to five years or, if a Market Disruption Event is continuing, ten years, without any remedy other than Permitted Remedies and (ii) such securities are subject to an Alternative Payment Mechanism (provided that such Alternative Payment Mechanism need not apply during the first 5 years of any deferral period and need not include a Common Cap, Preferred Cap, Bankruptcy Claim Limitation Provision or Repurchase Restriction); or

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     (b) the issuer of such securities may, in its sole discretion, defer in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods up to ten years, without any remedy other than Permitted Remedies.

          “Other Qualifying Replacement Capital Covenant” means a replacement capital covenant, as identified by the Corporation’s Board of Directors, (a) entered into by a company that at the time it enters into such replacement capital covenant is a reporting company under the Securities Exchange Act and (b) that restricts the related issuer from redeeming or purchasing identified securities except to the extent of the applicable percentage of the net proceeds of specified Replacement Capital Securities that have terms and provisions at the time of redemption or repurchase that are as or more equity-like than the securities then being redeemed or repurchased, raised within the six month period prior to the applicable redemption or repurchase date.

          “Permitted Remedies” means, with respect to any securities, one or more of the following remedies:

     (a) rights in favor of the holders of such securities permitting such holders to elect one or more directors of the issuer (including any such rights required by the listing requirements of any stock or securities exchange on which such securities may be listed or traded), and

     (b) complete or partial prohibitions on the issuer paying Distributions on or repurchasing common stock or other securities that rank pari passu with or junior as to Distributions to such securities for so long as Distributions on such securities, including unpaid Distributions, remain unpaid.

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

          “Preferred Cap” has the meaning specified in the definition of Alternative Payment Mechanism.

          “Prospectus Supplement” has the meaning specified in Recital C.

          “Qualifying Capital Securities” means securities (other than Common Stock, rights to acquire Common Stock and securities convertible into Common Stock) that (a) qualify as Tier 1 capital of the Corporation under the capital guidelines of the Federal Reserve as then in effect and applicable to bank holding companies and (b) in the determination of the Corporation’s Board of Directors, reasonably construing the definitions and other terms of the Replacement Capital Covenant, meet one of the following criteria:

     (i) in connection with any repayment, redemption or purchase of CENts or Capital Securities on or prior to February 20, 2032:

     (A) junior subordinated debt securities and guarantees issued by the Corporation with respect to trust preferred securities if the junior subordinated debt securities and guarantees (1) rank pari passu with or junior to the CENts upon the liquidation, dissolution or winding-up of the Corporation, (2) are Non-Cumulative, (3) have no maturity or a maturity of at least 60 years, and (4) are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant;

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     (B) securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the CENts upon a liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity of at least 60 years, and (3) either (i) are Non-Cumulative and are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant or (ii) have a Mandatory Trigger Provision, an Optional Deferral Provision and Intent-Based Replacement Disclosure; or

     (C) securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the CENts upon a liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity of at least 40 years, (3) are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant, and (4) have a Mandatory Trigger Provision and Optional Deferral Provision;

     (ii) in connection with any repayment, redemption or purchase of the CENts or Capital Securities at any time after February 20, 2032 and on or prior to February 2, 2052:

     (A) all securities described under clause (i) of this definition;

     (B) securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the CENts upon a liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity of at least 60 years, (3) are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant and (4) have an Optional Deferral Provision;

     (C) securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the CENts upon a liquidation, dissolution or winding up of the Corporation, (2) are Non-Cumulative and (3) have no maturity or a maturity of at least 60 years; and (4) have Intent-Based Replacement Disclosure;

     (D) securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the CENts upon the liquidation, dissolution or winding up of the Corporation, (2) have no maturity or a maturity at least 40 years; (3) either (i) are Non-Cumulative and are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant or (ii) have a Mandatory Trigger Provision, an Optional Deferral Provision and Intent-Based Replacement Disclosure;

     (E) securities issued by the Corporation or its Subsidiaries that (1) rank senior to the CENts and junior to the Corporation’s senior subordinated debt qualifying as Tier 2 capital under the Federal Reserve’s risk based capital adequacy guidelines up on liquidation, dissolution or winding up of the Corporation, (2) have a Mandatory Trigger Provision and an Optional Deferral Provision, (3) have no maturity or a maturity of at least 60 years, and (4) have Intent-Based Replacement Disclosure;

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     (F) cumulative preferred stock issued by the Corporation or its Subsidiaries that (1) has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (2) (a) has no maturity or a maturity of at least 60 years and (b) is subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant; or

     (G) other securities issued by the Corporation or its Subsidiaries that (A) rank upon a liquidation, dissolution or winding-up of the Corporation either (1) pari passu with or junior to the CENts or (2) pari passu with the claims of the Corporation’s trade creditors and junior to the Corporation’s senior subordinated debt qualifying as Tier 2 capital under the Federal Reserve’s risk based capital adequacy guidelines upon a liquidation, dissolution or winding up of the Corporation and to all of the Corporation’s long-term indebtedness for money borrowed (other than the Corporation’s long-term indebtedness for money borrowed from time to time outstanding that by its terms ranks pari passu with such securities on a liquidation, dissolution or winding-up of the Corporation); and (B) have a Mandatory Trigger Provision and an Optional Deferral Provision and either (x) have no maturity or a maturity of at least 40 years and have Intent-Based Replacement Disclosure and or (y) have no maturity or a maturity of at least 25 years and are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant; or

     (iii) in connection with any repayment, redemption or purchase of CENts or Capital Securities at any time after February 2, 2052:

     (A) all securities described under clause (ii) of this definition;

     (B) preferred stock issued by the Corporation that (1) has no maturity or a maturity of at least 60 years and (2) has an Optional Deferral Provision and Intent-Based Replacement Disclosure;

     (C) securities issued by the Corporation or its Subsidiaries that (1) rank pari passu with or junior to the CENts upon a liquidation, dissolution or winding up of the Corporation, (2) either (A) have no maturity or a maturity of at least 60 years and Intent-Based Replacement Disclosure or (B) have no maturity or a maturity of at least 30 years and are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant and (3) have an Optional Deferral Provision;

     (D) securities issued by the Corporation or its Subsidiaries that (1) rank senior to the CENts and junior to the Corporation’s senior subordinated debt qualifying as Tier 2 capital under the Federal Reserve’s risk based capital adequacy guidelines upon a liquidation, dissolution or winding up of the Corporation, (2) have a Mandatory Trigger Provision and an Optional Deferral Provision, (3) have no maturity or a maturity at least 30 years and (4) have Intent-Based Replacement Disclosure; or

     (E) cumulative preferred stock issued by the Corporation or its Subsidiaries that either (1) has no maturity or a maturity of at least 60 years and Intent-Based Replacement Disclosure or (2) has a maturity of at least 40 years and is subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant.

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It is acknowledged that the Federal Reserve has not approved as a Tier 1 capital instrument for bank holding companies securities containing a Mandatory Trigger Provision that otherwise would be Qualifying Capital Securities and, accordingly, these securities would not constitute Qualifying Capital Securities unless such approval is obtained.

          “Qualifying Non-Cumulative Preferred Stock” means non-cumulative perpetual preferred stock issued by the Corporation or its Subsidiaries that ranks pari passu with or junior to all other preferred stock of the issuer and contains no remedies other than Permitted Remedies and either (i) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from making any Distributions thereon upon the Corporation’s failure to satisfy one or more financial tests set forth therein or (ii) is subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or an Other Qualifying Replacement Capital Covenant.

          “Redesignation Date” means, as to the Covered Debt in effect at any time, the earliest of (a) the date that is two years prior to the final maturity date of such Covered Debt, (b) if the Corporation elects to redeem, or the Corporation or a Subsidiary of the Corporation elects to repurchase, such Covered Debt either in whole or in part with the consequence that after giving effect to such redemption or repurchase the outstanding principal amount of such Covered Debt is less than $100,000,000, the applicable redemption or repurchase date and (c) if such Covered Debt is not Eligible Subordinated Debt of the Corporation, the date on which the Corporation issues long-term indebtedness for money borrowed that is Eligible Subordinated Debt.

          “Replacement Capital Covenant” has the meaning specified in the introduction to this instrument.

          “Replacement Capital Securities” means

(a)	Common Stock and rights to acquire Common Stock;
(b)	Mandatorily Convertible Preferred Stock;
(c)	Debt Exchangeable for Equity; and
(d)	Qualifying Capital Securities.

          “Repurchase Limitation” has the meaning specified in the definition of Alternative Payment Mechanism.

          “Rights to acquire Common Stock” includes any right to acquire Common Stock, including any right to acquire Common Stock pursuant to a stock purchase plan or employee benefit plan.

          “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Securities” has the meaning specified in Recital B.

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          “Subsidiary” means, at any time, any Person the shares of stock or other ownership interests of which having ordinary voting power to elect a majority of the board of directors or other managers of such Person are at the time owned, or the management or policies of which are otherwise at the time controlled, directly or indirectly through one or more intermediaries (including other Subsidiaries) or both, by another Person.

          “Supplemental Indenture” means the First Supplemental Indenture, dated as of February 20, 2007, between the Corporation and The Bank of New York, as Trustee.

          “Termination Date” has the meaning specified in Section 4(a).

          “Trust” has the meaning specified in Recital A.

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