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: Burkhart Megan D (EVP - Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-22	Common Stock	F	58	$33.79	Disposed	16349	Direct
2013-01-22	Common Stock	A	4675	—	Acquired	21024	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	3000	Acquired	2023-01-22	Common Stock (3000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$52.50	2014-04-16	Common Stock (363)	363	Direct
Employee Stock Option (right to buy)	$54.99	2015-04-21	Common Stock (2750)	2750	Direct
Employee Stock Option (right to buy)	$56.47	2016-02-15	Common Stock (2200)	2200	Direct
Employee Stock Option (right to buy)	$58.98	2017-01-23	Common Stock (3200)	3200	Direct
Employee Stock Option (right to buy)	$37.45	2018-01-22	Common Stock (2800)	2800	Direct
Employee Stock Option (right to buy)	$17.32	2019-01-27	Common Stock (2100)	2100	Direct
Employee Stock Option (right to buy)	$34.78	2020-01-26	Common Stock (15000)	15000	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (11000)	11000	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (11500)	11500	Direct

Footnotes

F1: Includes shares acquired through employee stock plans and shares purchased with reinvested dividends as of January 22, 2013.

F2: On January 22, 2013, a "target" award of 8,500 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.

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