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EXHIBIT 99.4
NOTICE TO PARTICIPANTS
IMPERIAL BANCORP
EMPLOYEE STOCK OWNERSHIP PLAN
Dear Plan Participant:
Enclosed with this letter are materials describing the Special Meeting
of Shareholders of Imperial Bancorp (the "Company"), to be held on January 18,
2001 (the "Special Meeting"). The Special Meeting will be for the purpose of
approving the principal terms of the Agreement and Plan of Merger, dated as of
October 31, 2000, by and among Imperial Bancorp, Comerica Incorporated, a
Delaware corporation, and Comerica Holdings Incorporated, a Delaware corporation
and a wholly-owned subsidiary of Comerica Incorporated. This information is very
important and is described in the proxy statement-prospectus that has been
prepared by the Company.
DIRECTIONS TO THE TRUSTEE
Only U.S. Trust Company, N.A., as trustee (the "Trustee") of Imperial
Bancorp Employee Stock Ownership Plan (the "ESOP"), can vote the shares of the
Company stock ("Shares") held by the ESOP. However, under the terms of the ESOP,
each participant of the "Plan" may act as a "Named Fiduciary" (as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and
instruct the Trustee how to vote the Shares that have been allocated to your
individual account ("Allocated Shares").
Enclosed with this letter is a confidential voting direction card that
is provided to you for the purpose of instructing the Trustee how to vote the
Shares allocated to your account. Your interest in this matter is very
important. Please take time to complete the voting direction card and return it
in the envelope provided. If you do not provide directions to the Trustee, your
Allocated Shares and shares that have not yet been allocated to the accounts of
ESOP participants ("Unallocated shares") will be voted in accordance with the
Imperial Bancorp Employee Stock Ownership Plan and Trust which provide that the
Trustee will vote such shares in the manner directed by the Plan Administrator
unless the Trustee determines instructions are contrary to the requirements of
ERISA.
CONFIDENTIALITY
How you vote will not be revealed, directly or indirectly, to any
officer, to any other employee, or any director of the Company or to anyone
else, except as other-
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wise required by law. You should, therefore, feel completely free to instruct
the Trustee to vote Shares in the manner you think best.
VOTING DEADLINE
Because of the time required to tabulate voting directions from
participants before the Special Meeting, the trustee must establish a cut-off
date for receiving your voting direction cards. The cut-off date established by
the Trustee is P.M. Eastern Time on January , 2001. The Trustee cannot
insure that voting direction cards received after the cut-off date will be
tabulated. Therefore, it is important that you act promptly and return your
voting direction card on or before January , 2001 in the envelope provided for
your convenience. If the Trustee does not receive timely directions from you,
the Trustee will vote the shares credited to your account in the manner directed
by the Plan Administrator.
FURTHER INFORMATION
If you have questions regarding the information provided to you, you
may contract the Trustee at (800) 535-3093 between 11:30 A.M. and 7:00 P.M.
Eastern Time, Monday through Friday.
Your ability to instruct the Trustee how to vote your ESOP Shares is an
important part of your rights as an ESOP participant. Please consider the
enclosed material carefully and then furnish your voting directions promptly.
U.S. Trust Company, National Association
as Trustee of Imperial Bancorp
Employee Stock Ownership Plan
