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Form 4 COMERICA INC /NEW/ For: Feb 24 Filed by: Killian John M

February 26, 2015 6:59 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Killian John M
(Last) (First) (Middle)
1717 MAIN STREET
MC 6405
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [ CMA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP - Chief Credit Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/24/2015   A   1,575 (1) A $ 0 33,669 (2) D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 54.99             01/25/2006 (3) 04/21/2015 Common Stock 11,000   11,000 D  
Employee Stock Option (right to buy) $ 56.47             01/24/2007 (3) 02/15/2016 Common Stock 9,080   9,080 D  
Employee Stock Option (right to buy) $ 58.98             01/23/2008 (3) 01/23/2017 Common Stock 9,500   9,500 D  
Employee Stock Option (right to buy) $ 39.1             01/25/2012 (3) 01/25/2021 Common Stock 14,000   14,000 D  
Employee Stock Option (right to buy) $ 29.6             01/24/2013 (3) 01/24/2022 Common Stock 14,000   14,000 D  
Employee Stock Option (right to buy) $ 33.79             01/22/2014 (3) 01/22/2023 Common Stock 3,500   3,500 D  
Employee Stock Option (right to buy) $ 49.51             01/21/2015 (3) 01/21/2024 Common Stock 3,444   3,444 D  
Explanation of Responses:
1. On January 22, 2013, a "target" award of 10,500 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.
2. 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 24, 2015.
3. The options vest in four equal annual installments (based on the original grant amount) beginning on the date indicated in this column.
Remarks:
EXHIBIT 24 - POWER OF ATTORNEY FOR JOHN M. KILLIAN
/s/ Jennifer S. Perry, on behalf of John M. Killian through Power of Attorney 02/26/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

John M. Killian
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Jon W. 
Bilstrom, Nicole V. Gersch, Jennifer S. Perry and 
Owen M. Scheurich, signing singly, the undersigned's 
true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, 
Forms 3, 4 and 5 in accordance with Section 16(a) 
of the Securities Exchange Act of 1934 and the 
rules thereunder and Form 144 with respect to the 
securities of Comerica Incorporated (the "Company") 
beneficially owned by the undersigned in accordance 
with Rule 144 under the Securities Act of 1933 
(the "Securities Act");

(2)	execute for and on behalf of the undersigned, 
documents necessary to facilitate the filing of 
Forms 3, 4 and 5 and Form 144;

(3)	do and perform any and all acts for and on 
behalf of the undersigned which may be necessary 
or desirable to complete and execute any such Form 
3, 4 or 5 or Form 144, complete and execute any 
amendment or amendments thereto, and timely file 
such form with the United States Securities and 
Exchange Commission and any stock exchange or 
similar authority; and 

(4)	take any other action of any type whatsoever 
in connection with the foregoing which, in the 
opinion of such attorney-in-fact, may be of benefit 
to, in the best interest of, or legally required by, 
the undersigned, it being understood that the 
documents executed by such attorney-in-fact on 
behalf of the undersigned pursuant to this Power of 
Attorney shall be in such form and shall contain 
such terms and conditions as such attorney-in-fact 
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney
-in-fact full power and authority to do and perform 
any and every act and thing whatsoever requisite, 
necessary, or proper to be done in the exercise of 
any of the rights and powers herein granted, as 
fully to all intents and all purposes as the 
undersigned might or could do if personally present, 
with full power of substitution or revocation, 
hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's 
substitute or substitutes, shall lawfully do or 
cause to be done by virtue of this power of attorney 
and the rights and powers herein granted.  The 
undersigned acknowledges that the foregoing attorneys
-in-fact, in serving in such capacity at the request 
of the undersigned, are not assuming, nor is the 
Company assuming, any of the undersigned's respons-
ibilities to comply with Section 16 of the Securities 
Exchange Act of 1934 or Rule 144 under the Securities 
Act.
      
The termination of any attorney-in-fact's employment 
by the Company, however caused, shall operate as a 
termination of his or her powers and authorities 
hereunder, but shall not affect the powers and 
authorities herein granted to any other party.

This Power of Attorney shall remain in full force 
and effect until six months from the date the 
undersigned is terminated or removed, or resigns or
retires from the Company, unless earlier revoked 
by the undersigned in a signed writing delivered to 
the foregoing attorneys-in-fact at the then current 
mailing address of the Corporate Legal Department 
of Comerica Incorporated.

All Powers of Attorney previously granted in 
connection with the foregoing matters hereby are 
canceled and revoked.

IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney to be executed and made effective 
as of the 20th day of January, 2015.




/s/ John M. Killian 
John M. Killian

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