COMERICA INC — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2014-02-25

Reporting Person: Killian John M (EVP - Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-25	Common Stock	A	1575	—	Acquired	33595	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$52.50	2014-04-16	Common Stock (8000)	8000	Direct
Employee Stock Option (right to buy)	$54.99	2015-04-21	Common Stock (11000)	11000	Direct
Employee Stock Option (right to buy)	$56.47	2016-02-15	Common Stock (9080)	9080	Direct
Employee Stock Option (right to buy)	$58.98	2017-01-23	Common Stock (9500)	9500	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (14000)	14000	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (14000)	14000	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (3500)	3500	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (3444)	3444	Direct

Footnotes

F1: On January 22, 2013, a "target" award of 10,500 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. On February 25, 2014, the Governance, Compensation and Nominating Committee of Comerica Incorporated certified that performance was achieved for the 2013 fiscal year. The number of PRSUs reported in this Form 4 represents the additional portion of the award that is not subject to reduction due to the achievement of the 2013 performance results.

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensaton plan as of February 25, 2014.

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