COMERICA INC — Director's Dealing 2013

Jan 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2013-01-22

Reporting Person: ANDERSON LARS C (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-22	Common Stock	A	8250	—	Acquired	87861	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-22	Employee Stock Option (right to buy)	$33.79	A	5500	Acquired	2023-01-22	Common Stock (5500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$42.24	2020-12-31	Common Stock (30000)	30000	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (24000)	24000	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (22000)	22000	Direct

Footnotes

F1: On January 22, 2013, a "target" award of 15,000 performance restricted stock units (PRSUs) was 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 equivalents 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 forfeited, with a maximum reduction of 45% of the target award. The number of PRSUs reported in this Form 4 represents the portion that is not subject to such reduction.

F2: Includes shares acquired through employee stock plans and restricted stock units as of January 22, 2013.

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