COMERICA INC — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2015-02-24

Reporting Person: Burkhart Megan D (EVP - Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-24	Common Stock	A	1275	—	Acquired	25752	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (3000)	3000	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (2786)	2786	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (3325)	3325	Direct

Footnotes

F1: On January 22, 2013, a "target" award of 8,500 performance restricted stock units (PRSUs) was granted to the reporting person pursuant to Comerica Incorporated's long-term incentive plan. The PRSUs are settled in stock, with accrued dividend equivalents paid out annually in cash, and vest in one installment at the end of a 3-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 target award will be forfeited, with a maximum reduction of 45%. On February 25, 2014, Comerica's Governance, Compensation and Nominating Committee certified that performance was achieved for the 2013 fiscal year, and on February 24, 2015, the Committee certified that performance was achieved for the 2014 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 2014 performance results.

F2: Includes shares acquired through employee stock plans and shares purchased with reinvested dividends as of February 24, 2015.

F3: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.