COMERICA INC — Director's Dealing 2013

Nov 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2013-11-20

Reporting Person: RITCHIE MICHAEL T (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-20	Common Stock	M	3750	$17.32	Acquired	22280	Direct
2013-11-20	Common Stock	S	3750	$44.85	Disposed	18530	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-20	Employee Stock Option (right to buy)	$17.32	M	3750	Disposed	2019-01-27	Common Stock (3750)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$52.50	2014-04-16	Common Stock (2200)	2200	Direct
Employee Stock Option (right to buy)	$54.99	2015-04-21	Common Stock (3200)	3200	Direct
Employee Stock Option (right to buy)	$56.47	2016-02-15	Common Stock (3800)	3800	Direct
Employee Stock Option (right to buy)	$58.98	2017-01-23	Common Stock (4000)	4000	Direct
Employee Stock Option (right to buy)	$37.45	2018-01-22	Common Stock (4150)	4150	Direct
Employee Stock Option (right to buy)	$34.78	2020-01-26	Common Stock (12000)	12000	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (10800)	10800	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (8000)	8000	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (2000)	2000	Direct

Footnotes

F1: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of November 20, 2013. Also includes performance restricted stock units (PRSUs) which were granted to the reporting person pursuant to the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan. The PRSUs are settled in stock, with accrued dividend equivalent paid out annually in cash. The PRSUs vest in one installment at the end of a three-year performance period. If, during any year in such performance period, Comerica falls below the Tier 1 Capital Threshold defined by the Federal Reserve for well capitalized banks, 15% of the PRSU target award will be forfieted, with a maximum reduction of 45% of the target award. The number of PRSUs included in the total represents the portion that is not subject to such reduction as of November 20, 2013.

F2: The options vest in four equal annual installments beginning on the date indicated in this column.