COMERICA INC — Director's Dealing 2016

Feb 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2016-02-23

Reporting Person: BABB RALPH W JR (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-23	Common Stock	A	14055	—	Acquired	605504	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$58.98	2017-01-23	Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$37.45	2018-01-22	Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$17.32	2019-01-27	Common Stock (83600)	83600	Direct
Employee Stock Option (right to buy)	$39.16	2020-07-27	Common Stock (61500)	61500	Direct
Employee Stock Option (right to buy)	$39.10	2021-01-25	Common Stock (115300)	115300	Direct
Employee Stock Option (right to buy)	$29.60	2022-01-24	Common Stock (121400)	121400	Direct
Employee Stock Option (right to buy)	$33.79	2023-01-22	Common Stock (34700)	34700	Direct
Employee Stock Option (right to buy)	$49.51	2024-01-21	Common Stock (27863)	27863	Direct
Employee Stock Option (right to buy)	$42.32	2025-01-27	Common Stock (31495)	31495	Direct
Employee Stock Option (right to buy)	$32.97	2026-01-26	Common Stock (36145)	36145	Direct

Footnotes

F1: On January 22, 2013, a "target" award of 93,700 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%. Previously, Comerica's Governance, Compensation and Nominating Committee certified that performance was achieved for the 2013 and 2014 fiscal years. On February 23, 2016 the Committee certified that performance was achieved for the 2015 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 2015 performance results.

F2: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of February 23, 2016.

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