COMERICA INC — Director's Dealing 2011

Jan 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2011-01-25

Reporting Person: BABB RALPH W JR (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-25	Common Stock	A	54400	—	Acquired	474395	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-25	Employee Stock Option (right to buy)	$39.10	A	115300	Acquired	2021-01-25	Common Stock (115300)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$51.43	2011-05-02	Common Stock (75000)	75000	Direct
Employee Stock Option (right to buy)	$54.95	2011-09-30	Common Stock (50000)	50000	Direct
Employee Stock Option (right to buy)	$63.20	2012-04-17	Common Stock (125000)	125000	Direct
Employee Stock Option (right to buy)	$40.32	2013-04-17	Common Stock (70000)	70000	Direct
Employee Stock Option (right to buy)	$52.50	2014-04-16	Common Stock (150000)	150000	Direct
Employee Stock Option (right to buy)	$54.99	2015-04-21	Common Stock (175000)	175000	Direct
Employee Stock Option (right to buy)	$56.47	2016-02-15	Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$58.98	2017-01-23	Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$37.45	2018-01-22	Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$17.32	2019-01-27	Common Stock (83600)	83600	Direct
Phantom Stock Units	$	2011-02-05	Common Stock (43435)	43435	Direct
Employee Stock Option (right to buy)	$39.16	2020-07-27	Common Stock (61500)	61500	Direct

Footnotes

F1: Shares of restricted stock awarded under issuer's Long-Term Incentive Plan.

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of January 25, 2011.

F3: The options vest in four equal annual installments beginning on the date indicated in this column.

F4: The phantom stock units represent a portion of the reporting person's base salary.

F5: Each phantom stock unit is the economic equivalent of one share of Comerica Incorporated common stock.

F6: Phantom stock units will be settled in cash on the earlier to occur of February 5, 2011 or the reporting person's death.