COMERICA INC — Director's Dealing 2018

Jan 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMERICA INC /NEW/ (CMA)
CIK: 0000028412
Period of Report: 2018-01-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-23	Common Stock	A	11285	—	Acquired	605621	Direct
2018-01-24	Common Stock	M	50000	$39.10	Acquired	655621	Direct
2018-01-24	Common Stock	S	50000	$95.248	Disposed	605621	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-24	Employee Stock Option (right to buy)	$39.10	M	50000	Disposed	2021-01-25	Common Stock (50000)	Direct
2018-01-23	Employee Stock Option (right to buy)	$95.25	A	14150	Acquired	2028-01-23	Common Stock (14150)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Employee Stock Option (right to buy)	$67.66	2027-01-24	Common Stock (18220)	18220	Direct

Footnotes

F1: Restricted stock units awarded under Issuer's Long-Term Incentive Plan.

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 January 23, 2018.

F3: Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of January 24, 2018.

F4: The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.12 to $95.54, inclusive. The
reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.