Most of the equity awards ~~made~~granted by Comerica during ~~2017~~2020 were ~~granted~~ under the shareholder-approved ~~2006~~2018 LTIP.

For additional information regarding Comerica's equity compensation plans, please refer to Note 1 (see page ~~F-54)~~F-62) and Note 16 (see pages ~~F-83~~F-87 through ~~F-85)~~F-89) to the Consolidated Financial Statements contained in Comerica's Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2020.

Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan. The Sterling LTIP expired on April 28, 2013. Accordingly, there are no shares available for future issuance under this plan. Under the plan, stock awards in the form of options, restricted stock, performance awards, bonus shares, phantom shares and other stock-based awards were granted to legacy Sterling employees. The maximum number of shares underlying awards of options, restricted stock, phantom shares and other stock-based awards granted to an award recipient in any calendar year was 47,300, and the maximum amount of all performance awards granted to an award recipient in any calendar year was $2,000,000. Awards are generally subject to a vesting schedule specified in the grant documentation. The exercise price of each option granted was not less than the fair market value of each share of common stock subject to the option on the date the option was granted. The term of each option is not more than ten years, and the applicable grant documentation specifies the extent to which options may be exercised during their respective terms, including in the event of an employee's death, disability or termination of employment. The Sterling LTIP is

administered by the Governance, Compensation and Nominating Committee of Comerica's Board of Directors.

Director and Employee Common Stock Deferral Plans. Pursuant to the Director Common Stock Deferral Plan and the Employee Common Stock Deferral Plan (the "Deferred Compensation Plans"), directors and eligible employees may invest specified portions of their compensation into units that correlate to, and are functionally equivalent to, shares of Comerica Common Stock. The participants' accounts under the Deferred Compensation Plans are increased to the extent of dividends paid on Comerica Common Stock to reflect the number of additional shares of Comerica Common Stock that could have been purchased had the dividends been paid on each share of ~~common stock~~Comerica Common Stock hypothetically underlying then-outstanding stock units in the participants' accounts. Following the applicable deferral period, the distribution of a participant's Comerica stock unit account under the applicable Deferred Compensation Plan is made in Comerica Common Stock (with fractional shares being paid in cash).

Sterling Deferred Compensation Plan. Comerica assumed the Sterling Deferred Compensation Plan upon its acquisition of Sterling. Prior to May 1, 2011, Sterling employees and directors were allowed to defer specified portions of their compensation into units that correlated to, and were functionally equivalent to, several different investment options, which included shares of common stock of Sterling. Following the acquisition of Sterling, such units are functionally equivalent to shares of Comerica Common Stock. Comerica Common Stock is not currently being offered as a hypothetical investment option for future deferrals or contributions, nor are participants permitted to reallocate investment funds into Comerica Common Stock; however, dividends earned on existing deferred amounts will continue to be hypothetically invested in Comerica Common Stock. Following the applicable deferral period, the distribution of a participant's Comerica stock unit account under the Sterling Deferred Compensation Plan is made in Comerica Common Stock (with fractional shares being paid in cash).

APPROVAL OF THE AMENDED AND RESTATED COMERICA INCORPORATED 2018 LONG-TERM INCENTIVE PLAN

The Board of Directors recommends that you vote "FOR"
the proposal set forth below.

We are asking shareholders to approve the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan (the "2018 LTIP"). The original Comerica Incorporated 2018 Long-Term Incentive Plan was approved by shareholders on April 24, 2018. The 2018 LTIP was approved by the Governance, Compensation and Nominating Committee (the "Committee") and the Board of Directors on February ~~27, 2018,~~23, 2021, in substantially the form attached hereto as Appendix I, subject to shareholder approval. The material features of the 2018 LTIP are summarized below. The discussion that follows is qualified in its entirety by reference to the 2018 LTIP.

The 2018 LTIP is designed to give Comerica a competitive advantage in attracting, retaining and motivating officers, directors, employees, and/or consultants, as well as to provide Comerica with a plan providing incentives for future performance of services that are directly linked to the profitability of Comerica's businesses and increases in shareholder value. Further, equity-based compensation assists ~~executives~~ in ~~complying~~compliance with Comerica's Stock Ownership Guidelines. This practice aligns the interests of our senior officers and our Board with those of our shareholders and promotes good corporate citizenship.

Directors of Comerica who are not salaried employees of Comerica or an affiliate are not eligible to participate in the 2018 LTIP, nor are they able to participate in Comerica's current employee plan, the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan, as amended (the "2006 LTIP").

The 2006 LTIP was last approved by shareholders on April 23, 2013 and expires on April 23, 2023. The 2006 LTIP authorized the issuance of not more than 17,350,000 shares of Comerica Common Stock (plus shares remaining from the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan) over its term.

Cancellation of the Shares Remaining under the ~~2006 LTIP~~2015 Non-Employee Director Plan

As of February ~~23, 2018~~26, 2021 (the Record Date), approximately ~~8.33~~2,906,598 million shares remained available for grant under the ~~2006~~2018 LTIP, assuming that all SELTPP ~~Units~~units pay out at ~~maximum. Of the 8.33 million~~target, and approximately 242,402 shares ~~remaining, 1.69 million are~~remained available for ~~full value~~grant under the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (the "2015 Non-Employee Director Plan"). No new awards ~~(as defined below), which are~~under the ~~predominant vehicle used by~~2015 Non-Employee Director Plan will be granted between the ~~Company.~~Record Date and the date of the Annual Meeting.

If shareholders fail to approve the Plan, the 2015 Non-Employee Director Plan, and the existing Comerica Incorporated 2018 Long-Term Incentive Plan, will remain in effect in their current forms, subject to their expiration dates and with their current share reserves.

This proposal is seeking approval of an additional ~~5.75~~1.97 million shares of Comerica Common Stock, all of which could be used for any type of award (including full value awards) to officers, directors, employees

or consultants. In determining the amount of shares to request under the 2018 LTIP, the Committee took into account several factors:

The following table sets forth the number ofshares available for future awards under each of Comerica's equity compensation plans as of the Record Date:

⁽¹⁾: Total amount available for future awards based on the assumptions in the table below.
⁽²⁾: Consists of the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors. Eligible participants are non-employee directors of the Comerica.
⁽³⁾: This table and the tables below exclude the shareholder-approved Amended and Restated Employee Stock Purchase Plan, the new proposed 2021 Employee Stock Purchase Plan and the employee and director deferred compensation plans.

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The following table sets forth the number ofshares underlying outstanding awards under each of Comerica's equity compensation plans as of the Record Date:

2006 LTIP Director Plans All Other Plans⁽¹⁾ Total
Shares underlying outstanding stock options⁽²⁾
3,376,734 0 6,977 3,383,711
Shares underlying outstanding SELTPP units and RSUs⁽³⁾
1,408,548⁽⁴⁾ 148,158 0 1,556,706
Total shares underlying outstanding awards
4,785,282 148,158 6,977 4,940,417
Total shares underlying outstanding awards as a percentage of shares outstanding
2.8% 0.1% <0.1% 2.9%


	2018 LTIP			Director Plans			All Other Plans⁽¹⁾			Total
Shares underlying outstanding stock options⁽²⁾		2,893,596			0			4,400		2,897,996
Shares underlying outstanding SELTPP units and RSUs⁽³⁾⁽⁴⁾		1,908,106			227,424			0		2,135,530
Total shares underlying outstanding awards		4,801,702			227,424			4,400		5,033,526
Total shares underlying outstanding awards as a percentage of shares outstanding		3.44	%		0.16	%		0.00	%	3.61	%

⁽¹⁾: Consists of the Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan. This plan is closed to future granting activity.
⁽²⁾: Comerica has granted no SARs.
⁽³⁾: ~~All outstanding~~Unvested restricted stock awards of 44,754 were considered outstanding at the time of grant. Holders of unvested restricted stock have the same voting and dividend rights as common shareholders. Therefore, they are already included in the total common shares outstanding as of the Record ~~Date,~~Date. Because the unvested restricted shares have already been issued, they have no dilutive effect and are not included in this table.
⁽⁴⁾: Outstanding stock-settled SELTPP units issued under the ~~2006~~2018 LTIP are assumed for the purposes of this table to pay out at ~~maximum, except for the 2015 SELTPP grants, which vested and were settled at 100.7% on February 27, 2018 and are included in the table as outstanding for that amount.~~target.


Weighted average exercise price of all outstanding stock options		$~~43.55~~54.55
Weighted average remaining contractual life of all outstanding stock options		~~6.2~~5.8 years

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Key Features of the 2018 LTIP

Comerica follows current best practices for its equity award programs, and the 2018 LTIP contains provisions that the Board believes are consistent with the interests of shareholders and sound corporate governance practices:



Key Features	Description	~~Description~~
No "evergreen" feature	The 2018 LTIP has a fixed number of shares available for grant that will not automatically increase because of an "evergreen" feature.

No liberal change in control vesting	The 2018 LTIP defines a "change of control" of Comerica to mean (i) a person acquiring beneficial ownership of Comerica securities representing 30% or more of Comerica Common Stock or the combined voting power of then outstanding securities of Comerica; (ii) specified changes in the majority of the Board (not including the election of Directors whose election or nomination was approved by a majority of the then incumbent Board); (iii) consummation of a reorganization, merger, share exchange, consolidation or other similar transaction, or a sale or other distribution of all or substantially all of the assets of Comerica, unless Comerica's shareholders prior to the transaction continue to own at least 50% of the common stock or voting securities, no person owns greater than 30% of the common stock or voting securities, and a majority of the board of directors remain; or (iv) shareholder approval of a complete liquidation or dissolution.


Awards do not automatically vest upon a change in control	The 2018 LTIP provides for "double-trigger" vesting of awards, unless awards are not assumed in a transaction.

Prohibits repricings or cash buyouts	The 2018 LTIP includes a blanket prohibition against repricing, including a prohibition of cash buyouts of out-of-the-money options or stock appreciation rights ("SARs"), without shareholder ~~approval, which is consistent with Comerica's other equity plans.~~approval. For these purposes, a "repricing" also includes substituting a stock award for an out-of-the-money option or SAR.


Share "recycling" not permitted for options	The 2018 LTIP includes a prohibition against re-granting shares withheld or tendered to pay option exercise prices, or withheld or tendered to satisfy tax withholding obligations on options or SARs.

Minimum vesting requirement	Under the 2018 LTIP, at least 95% of the shares that may be granted shall be subject to awards with designated vesting periods of no less than one year.

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Key Features	Description	~~Description~~
No reload options	Reload options are additional options that are granted automatically upon the exercise of the previously granted options; options granted under the 2018 LTIP may not include a reload feature.

No dividends on unvested equity	The 2018 LTIP does not permit payment of dividend equivalents on unvested shares unless the underlying shares vest. The 2018 LTIP also prohibits the payment of dividend equivalents on shares subject to outstanding options and SARs.


No discounted options or SARs	Under the 2018 LTIP, option or SAR exercise prices must be at least 100% of fair market value on the date an option or SAR is granted.

Individual share limits	No employee participant may be awarded in any calendar year full value awards of more than 500,000 shares, options and SARs covering more than 1,000,000 shares and cash awards in excess of $10 million. No non-employee director may be granted awards covering shares with a grant date fair value in excess of $500,000.


Option term limits	Option terms may not be more than 10 years


Administration by an independent committee	The 2018 LTIP is administered by the Committee, which is comprised entirely of independent directors.

Comerica's Prudent Equity Award Practices

Comerica's equity award practices include the following:

•: Equity pay mix. In ~~2018, 65%~~2021, 60% of each NEO's equity awards ~~was~~were subject to performance conditions.
•: Use of "full-value" awards. Our equity programs are heavily weighted towards the use of "full-value" awards (as opposed to "appreciation" awards, such as stock options). This can mitigate the potential dilutive effect of equity compensation, because the same value can be delivered in the form of a stock award using fewer shares than would be needed if delivered in the form of a stock option or stock-settled SAR.
•: No history of repricings. Comerica does not have a history of option repricings (regardless of whether shareholders have approved the repricing).
•: Stock ownership guidelines. We have stock ownership guidelines that encourage ~~senior officers,~~executive vice presidents and above, including the NEOs, to own a significant amount of Comerica stock. The stock ownership guidelines are a multiple of annual base salary. ~~Senior officers~~Officers have five years from the time they are named to a senior leadership position to achieve the targeted ownership levels. If, after five years, the individual does not meet the ownership guideline, he/she will be required to retain 50% of all after-tax shares from RSA or RSU vestings or stock option exercises.
•: ~~All equity awards have clawbacks~~Clawbacks and forfeiture provisions. Under the 2018 LTIP, ~~and for all awards outstanding under the 2006 Plan,~~ the Committee has the express right to cancel a grant if the Committee determines in good faith that the recipient has engaged in conduct harmful to Comerica, such as having: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) been terminated for cause; (vi) engaged in any activity in competition with our business

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or the business of any of our subsidiaries or affiliates; or (vii) engaged in conduct that adversely affected Comerica.

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Additionally, there is a forfeiture provision applicable to all employee equity awards granted in 2014 or later that allows for the cancellation of unvested equity awards in the event of an adverse risk outcome.

•: Multi-year vesting periods. For ~~2015-2017:~~2021 officer grants:


Award Type		Vesting Requirement
Options		Vest over 4 years
~~RSAs~~RSUs		Vest over 54 years
SELTPP		3-year cliff

Summary of Material Terms of the 2018 LTIP

ELIGIBLE PARTICIPANTS. Any officers, directors, employees and consultants of Comerica and its subsidiaries and affiliates, as well as prospective officers, employees and consultants who have accepted offers of employment or consultancy, may be selected by the Committee to become participants in the 2018 LTIP. ~~Directors of Comerica who are not salaried employees of Comerica or a subsidiary or affiliate are not eligible to participate.~~ As of the Record Date, Comerica estimates that approximately ~~8,143~~400 officers, ~~and~~ other employees and directors would be eligible to receive awards under the 2018 LTIP.

SHARES AVAILABLE UNDER THE 2018 LTIP. The maximum number of shares of Comerica Common Stock that will be available under the 2018 LTIP is ~~5.75 million,~~7,720,000, plus any shares of Comerica Common Stock that are represented by awards granted under the 2006 LTIP or 2015 Non-Employee Director Plan which are forfeited, expire, terminate or are settled for cash. No individual, other than a non-employee director, may be granted full value awards with respect to more than 500,000 shares, 1,000,000 options and SARs or $10 million in cash awards in any calendar year. No non-employee director may be granted during any calendar year awards covering shares with a grant date fair value in excess of $500,000. To the extent that any award is forfeited, any option or stock appreciation right terminates, expires or lapses without exercise or settlement, or any shares of Comerica Common Stock in respect of a full value award are withheld for tax purposes, the shares subject to such awards forfeited, expired or not delivered as a result thereof shall again be available for awards under the 2018 LTIP.

In the event of (i) a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of Comerica, or a disaffiliation, separation or spinoff, or other extraordinary dividend, or (ii) a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of an equity interest in a subsidiary or affiliate, or similar event affecting Comerica or any of its subsidiaries, the Committee or the Board shall in the case of events described in clause (i), and may in its discretion, in the case of events described in clause (ii), make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the 2018 LTIP, (B) the various maximum limitations set forth above upon the grants to individuals of certain types of awards, (C) the number and kind of shares or other securities subject to outstanding awards, (D) financial goals or results underlying or relevant to a performance goal and (E) the exercise price of outstanding options and SARs. In the case of certain corporate transactions, such an adjustment may consist of cancellation of outstanding awards in exchange for payments of cash, property or combination thereof having an aggregate value equal to the value of such awards, which in the case of an option may be the excess, if any of the deal consideration per share over the per share exercise price.

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NEW PLAN BENEFITS. Because awards under the 2018 LTIP are discretionary, no awards are determinable at this time. Additional information on equity grants under the ~~2006~~2018 LTIP in the last fiscal year is contained in the ~~2017~~"2020 Summary Compensation ~~Table~~Table" on pages ~~77-78~~64-66 of this proxy

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statement and the ~~"2017~~"2020 Grants of Plan-Based Awards" table on pages ~~79-80~~66-67 of this proxy statement and information on equity grants under the 2015 Non-Employee Director Plan in the last fiscal year is contained in the "Compensation of Directors" section on pages 26-27 of this proxy statement. The number of shares awarded in ~~2017~~2020 to all of the executive officers as a group (including the NEOs currently serving as executive officers) and the approximately ~~300~~380 other eligible non-executive officer participants as a group are approximately ~~138,420~~289,935 and ~~679,295,~~975,075, respectively.

MARKET VALUE OF COMMON STOCK. On March ~~7, 2018,~~8, 2021, the latest practicable date the information was available prior to the printing and mailing of this proxy statement, the closing price of a share of Comerica's Common Stock on the New York Stock Exchange was ~~$101.17.~~$72.17.

ADMINISTRATION OF THE 2018 LTIP. ~~Like the 2006 LTIP, the~~The 2018 LTIP will be administered by the Committee of the Board, or such other committee of members of the Board as the Board may designate from time to time. Currently, the Committee is comprised of only outside independent directors.

The Committee is authorized to interpret the 2018 LTIP, the rules and regulations under the 2018 LTIP, and the terms of all grants under the 2018 LTIP; and to adopt, alter and repeal rules and procedures relating to the administration of the 2018 LTIP as, in its opinion, may be advisable in the administration of the 2018 LTIP; and, except as provided in the 2018 LTIP, to make all other determinations deemed necessary or advisable under the 2018 LTIP. The Committee may, except to the extent prohibited by applicable law or the listing standards of the New York Stock Exchange, allocate all or any portion of its responsibilities and powers to any one or more of its members or to any other officer or officers selected by it, including, without limitation, Comerica's Chief Executive Officer. However, the Committee may not delegate its responsibilities and powers if such delegation would cause an award made to an individual subject to Section 16 of the Exchange Act not to qualify for an exemption from Section 16(b) of the Exchange Act.

TYPES OF AWARDS UNDER THE PLAN. The Committee may grant stock options, SARs, restricted stock, restricted stock units, other stock-based awards and cash awards under the 2018 LTIP.

Stock Options. The Committee may grant stock options qualifying as incentive stock options under the Internal Revenue Code (called ISOs) and non-qualified stock options. The term of each stock option will be fixed by the Committee, but may not exceed ten years. The exercise price for each stock option will also be fixed by the Committee, but may not be less than the fair market value of Comerica Common Stock on the date of grant. ISOs may only be granted to employees of Comerica and corporations connected to it by chains of ownership of voting power representing 50 percent or more of the total outstanding voting power of all classes of stock of the lower-tier entity. In addition, the aggregate fair market value of the common stock for which ISOs are exercisable for the first time by a participant during any calendar year may not exceed $100,000. Stock options will vest and become exercisable as determined by the Committee. The effect of a participant's termination of service on a stock option then held by the participant will be set forth in the applicable award agreement. In general, stock options may be exercised, in whole or in part, in accordance with the methods and procedures established by the Committee in the award agreement or otherwise.

Restricted Stock. The Committee may also award restricted stock, that is, actual shares of Comerica Common Stock, the vesting of which is subject to such requirements as the Committee may determine. These requirements may include continued services for a specified period and/or achievement of performance goals. At the discretion of the Committee, the recipient of restricted stock will be entitled to vote the shares and receive dividends and other distributions, although all dividends and other distributions with respect to restricted stock shall be held subject to the same vesting conditions underlying the restricted stock. The effect of a participant's termination of service

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on any restricted stock award then held by the participant will be described in the applicable award agreement.

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Restricted Stock Units. The Committee may also award restricted stock units, that is, grants representing a specified number of hypothetical shares of Comerica Common Stock, the vesting of which is subject to such requirements as the Committee may determine. These requirements may include continued services for a specified period and/or achievement of performance goals. Upon or after vesting, restricted stock units will be settled in cash or shares of Comerica Common Stock or a combination, as determined by the Committee. A participant to whom restricted stock units are granted will not have any rights as a shareholder with respect to the units, unless and until they are settled in shares of Comerica Common Stock, although at the discretion of the Committee, the recipient of a restricted stock unit award may be entitled to a dividend equivalent right, subject to the same vesting conditions as the restricted stock unit. The effect of a participant's termination of service on any restricted stock unit award then held by the participant will be described in the applicable award agreement.

Stock Appreciation Rights. The Committee may grant SARs, with such terms and conditions as determined by the Committee. The exercise price for each SAR will be fixed by the Committee, but may not be less than the fair market value of Comerica Common Stock on the date of grant. Exercise of a SAR entitles a participant to receive an amount equal to the difference between the fair market value of one share of common stock on the date the SAR is exercised and the grant price times the number of shares with respect to which the SAR is exercised. The Committee has discretion to determine whether any SAR will be settled in cash, shares or a combination thereof. SARs expire no more than 10 years after the date they are granted. The effect of a participant's termination of service on a ~~stock option~~SAR then held by the participant will be set forth in the applicable award agreement.

Other Stock-Based Awards. Other stock-based awards may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Comerica Common Stock, as the Committee deems consistent with the purpose of the 2018 LTIP. They also may be subject to such additional terms and conditions, which may include continued service for a specified period and/or achievement of performance goals, not inconsistent with the provisions of the 2018 LTIP, as determined by the Committee.

Cash Awards. The Committee may grant awards that are denominated and payable in cash in such amounts and subject to such terms and conditions as the Committee shall determine, which may include continued service for a specified period and/or achievement of performance goals.

PERFORMANCE GOALS. The grant or vesting of awards under the 2018 LTIP may be conditioned on the achievement of performance goals established by the Committee based on the attainment of specified levels of one or more of the following measures: (a) earnings per share (including variations thereof, such as diluted earnings per share, earnings per common share or diluted earnings per common share), (b) return measures (including, but not limited to, return on assets, average assets, equity, common equity or sales or shareholder payout ratio), (c) income measures (before or after taxes, including, but not limited to, net income, net interest income and noninterest income), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner's equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) revenue measures (including, but not limited to, gross revenues and pre-provision net revenue), (i) gross margins, (j) expenses (including expense efficiency ratios and other expense measures), (k) strategic plan development and implementation, (l) capital levels, (m) loan growth, (n) stock price (including, but not limited to, growth measures and total stockholder return), (o) sustainability measures (including, but not limited to, the measures set forth in Comerica's Sustainability report, such as percentage reduction in paper consumption, water use,

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greenhouse gas emissions and/or landfill waste), (p) asset quality, (q) net interest margin, (r) deposit growth, (s) cost control, (t) liquidity, (u) objective customer service measures or indices; (v) customer satisfaction reports and (w) any other objective or subjective measures determined by the

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Committee, in each case with respect to Comerica or any one or more subsidiaries, divisions, business units or business segments thereof, or individual performance, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies). Without limiting the generality of the foregoing, in measuring the achievement of the performance goals, the Committee may make such adjustments as it determines to be appropriate, including for items that are unusual in nature or occur infrequently, the impact of charges for restructurings, discontinued operations, force majeure events (such as a natural disaster, severe weather event, act of war, terrorist attack, pandemic or other similar event), the effect of accounting or tax changes and other items.

CANCELLATION OR SUSPENSION OF AWARDS. The Committee may cancel all or any portion of any award, whether or not vested, as set forth below. Upon cancellation, the award recipient shall forfeit the award and any benefits attributable to such canceled award or portion thereof. The Committee may cancel an award if, in its sole discretion, the Committee determines in good faith that the award recipient has done any of the following: (i) been convicted of, or plead guilty ornolo contendere to, a charge of commission of a felony under federal law or the law of the state in which such action occurred; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for cause; (vi) engaged in any activity in competition with the business of Comerica or any subsidiary or affiliate of Comerica; or (vii) engaged in conduct that adversely affected Comerica. The Chief Human Resources Officer, or such other person designated from time to time by the Committee, shall have the power and authority to suspend all or any portion of any award if that delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. The cancellation and suspension provisions have no application following a change of control of Comerica.

EFFECT OF A CHANGE IN CONTROL. Upon a change in control of Comerica, participants will be granted replacement awards in the acquirer of the same type held prior to the change in control. Replacement performance awards will be converted into time-based awards for the remainder of the applicable performance period, with the number of underlying shares based on the greater of actual performance through the date of the change in control and target performance. Replacement awards will continue on the same vesting schedule as the original awards, except that, if a participant is terminated by Comerica other than for cause, or if the participant terminates for good reason, within the 24 months following the change in control (or such longer period set forth in an awards agreement), then the participant's awards will be accelerated and vest in full. In the event an acquirer refuses to issue replacement awards, or if the acquirer is not a publicly-held company, then all awards will be accelerated and vest in full. In the case of performance awards, awards will be vested at the greater of actual performance through the date of the change in control and target performance. The terms "cause," "good reason" and "change in control" are defined in the 2018 LTIP.

TRANSFERABILITY OF AWARDS. Awards under the 2018 LTIP will be non-transferable except by will or pursuant to the laws of intestacy for no value or consideration.

AMENDMENT OF THE PLAN. The Committee may amend, alter, or discontinue the 2018 LTIP, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of an award recipient with respect to a previously granted award without such award recipient's consent, except such an amendment made to comply with applicable law, including, without limitation, Section 409A, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of Comerica's shareholders to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.

The Committee may unilaterally amend the terms of any award previously granted, but no such amendment shall, without the award recipient's consent, materially impair the rights of any award

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recipient with respect to an award, except such an amendment made to cause the 2018 LTIP or award to comply with applicable law, stock exchange rules or accounting rules.

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Additionally, without shareholder approval, the Committee is not permitted to amend any stock option or SAR to decrease its exercise price. A "repricing" also includes cash buyouts of out-of-the-money stock options or SARs or substituting a stock award for an out-of-the-money stock option or SAR.

TAX WITHHOLDING. Participants are required to pay to Comerica, or make arrangements satisfactory to Comerica regarding the payment of, any taxes that are required to be withheld with respect to grants under the 2018 LTIP. Unless otherwise determined by Comerica, withholding obligations may be settled with shares of Comerica Common Stock, including shares that are part of the grant that gives rise to the withholding requirement.

CLAWBACK. Awards granted pursuant to the 2018 LTIP shall be subject to the terms of the recoupment (clawback) policy adopted by Comerica as in effect from time to time, as well as any applicable forfeiture provisions.

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. The following discussion is intended only as a brief summary of the material U.S. Federal income tax rules that are generally relevant to awards that may be granted under the 2018 LTIP as of the date of this proxy statement. The laws governing the tax aspects of awards are highly technical and such laws are subject to change. The following discussion does not address state, local or non-U.S. income tax rules applicable to awards under the 2018 LTIP. Each individual should seek tax advice with respect to the consequences of participating in the 2018 LTIP from his or her personal tax advisor.

Stock Options and Stock Appreciation Rights. Upon the exercise of a non-qualified stock option, the excess of the fair market value of the shares underlying the portion of the stock option that is exercised over the exercise price paid (the "spread") will constitute compensation taxable to the recipient as ordinary income. Comerica generally will be entitled to a corresponding federal income tax deduction equal to the amount of ordinary income recognized by the recipient. Upon the exercise of a SAR, an award recipient will recognize ordinary income equal to the excess of the fair market value of the shares underlying the exercised portion of the SAR on the exercise date over the exercise price of the SAR. Comerica generally will be entitled to a corresponding deduction equal to the amount of ordinary income that the recipient recognizes. Upon the sale of Comerica Common Stock acquired upon exercise of a non-qualified stock option or SAR, the recipient will generally recognize long- or short-term capital gain or loss, depending on whether the recipient held the stock for more than one year from the date of exercise. With respect to ISOs, a recipient generally will not recognize taxable income when the recipient exercises the ISO, unless the recipient is subject to the alternative minimum tax. If the recipient sells the shares more than two years after the ISO was granted and more than one year after the ISO was exercised, the recipient will recognize long-term capital gain or loss, as the case may be, measured by the difference between the stock's selling price and the exercise price. Comerica will not receive a tax deduction with respect to the exercise of an ISO if the ISO holding period is satisfied. Award recipients do not recognize any taxable income and Comerica is not entitled to a deduction upon the grant of a non-qualified stock option, SAR or an ISO.

Other Awards. Other awards (including restricted stock, restricted stock units, other stock-based awards and cash awards). The recipient of a restricted stock award, restricted stock unit award, other stock-based award or cash award will generally not recognize taxable income at the time of grant as long as the award is subject to a substantial risk of forfeiture as a result of performance-based or service-based vesting requirements. The recipient generally will recognize ordinary income when the substantial risk of forfeiture expires or is removed unless, in the case of an award other than restricted stock, the cash to be paid or shares to be delivered are deferred until sometime after the vesting date, in which case, the recipient generally will recognize ordinary income upon receipt of such cash or shares. Comerica will generally be entitled to a corresponding

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deduction equal to the amount of income the recipient recognizes. If the recipient holds shares received upon settlement of

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an award for more than one year, the capital gain or loss when the recipient sells the shares will be long-term.

Section 162(m). In general, Section 162(m) of the Internal Revenue Code limits Comerica's compensation tax deduction to compensation of $1,000,000 or less paid in any tax year to any "covered employee" as defined under Section 162(m). Section 162(m) may result in all or a portion of the awards granted under the 2018 LTIP to "covered employees" failing to be deductible to Comerica for U.S. Federal income tax purposes.

Section 409A. Section 409A of the Internal Revenue Code may be applicable to awards granted under the 2018 LTIP that constitute "nonqualified deferred compensation" within the meaning of Section 409A.

EFFECTIVE DATE AND TERMINATION OF THE PLAN. The 2018 LTIP will be effective as of the date it is approved by the shareholders. It will terminate on the tenth anniversary of that date, unless earlier terminated in accordance with its provisions. Awards outstanding as of the date of termination of the 2018 LTIP shall not be affected or impaired by the termination.

SHAREHOLDER VOTING REQUIREMENTS. If a quorum is present at the Annual Meeting, the affirmative vote of a majority of the votes ~~cast~~present in person or represented by proxy by shareholders ~~represented and~~ entitled to vote at the meeting is required for approval of the 2018 LTIP. In tabulating the vote, abstentions will have the same effect as a vote against the 2018 LTIP, however, broker non-votes will be disregarded and will not affect the outcome.

If the 2018 LTIP is not approved by the shareholders, the Committee will continue to grant awards under the ~~2006 LTIP~~Comerica Incorporated 2018 Long-Term Incentive Plan and the 2015 Non-Employee Director Plan as they currently exist, and such plans would be otherwise unaffected by this vote.

COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO APPROVE THE AMENDED AND RESTATED COMERICA INCORPORATED 2018 LONG-TERM INCENTIVE PLAN.

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PROPOSAL V SUBMITTED FOR YOUR VOTE
APPROVAL OF THE COMERICA INCORPORATED 2021 EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors recommends that you vote "FOR"
the proposal set forth below.

Plan Highlights

•

We are asking shareholders to approve the new Comerica Incorporated 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP:

•

Permits Comerica employees to purchase a limited amount of Comerica Common Stock through payroll deduction at a 15% discount. There is no Company match.

•

Is a non-qualified plan but employees are still subject to a $25,000 annual limit on their contributions.

•

More than 99% of Comerica's employees are eligible to participate in the ESPP.

•

Replaces the prior ESPP, which was approved by shareholders in 2004.

•

Comerica maintains an ESPP because it encourages Eligible Employees (as defined below) to acquire an ownership interest in Comerica and further align them with our shareholders; generates an increased incentive to contribute to Comerica's future success and prosperity, thus enhancing the value of the Company; and enhances the ability of the Company to attract and retain employees.

•

The ESPP redesign is intended to align with market practice and increase participation, while replenishing the share pool.

We are asking shareholders to approve the Comerica Incorporated 2021 Employee Stock Purchase Plan. The ESPP was approved by the Governance, Compensation and Nominating Committee (the "Committee") on January 26, 2021 and by the Board on February 23, 2021, in substantially the form attached hereto as Appendix II, subject to shareholder approval. The material features of the ESPP are summarized below. The discussion that follows is qualified in its entirety by reference to the ESPP.

Purpose of the ESPP

Our Board of Directors believes that the investment by our employees in Comerica Common Stock through the ESPP will emphasize the mutuality of interests that exists between our employees and our shareholders while at the same time creating an incentive for employees, promoting employee morale, and helping to attract and retain colleagues who contribute to our success. The ESPP provides Eligible Employees with the opportunity, during specified periods one or more times throughout the year ("Offering Periods"), to purchase shares of Comerica Common Stock at a discount through accumulated payroll deductions. The ESPP is not a qualified retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and is not subject to the provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended.

Cancellation of the Shares Remaining under the Former Plan

The ESPP replaces the Comerica Incorporated Amended and Restated Purchase Plan (the "Former Plan"). As of February 26, 2021 (the Record Date), approximately 348,827 shares remain available under the Former Plan.

If this proposal is approved:

•: Effective July 1, 2021, new employee stock purchases will only be made under the ESPP;

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•: No new employee stock purchases will be made under the Former Plan after June 30, 2021; and
•: Purchases that have already been made under the Former Plan will continue to be eligible for matching under the Former Plan in accordance with the terms of the Former Plan.

Summary of Material Terms of the ESPP

ELIGIBLE PARTICIPANTS. Each employee who is an "Eligible Employee" five business days prior to the end of an enrollment period will be eligible to participate in such offering. Generally, the term "Eligible Employee" includes all of our employees, other than an employee who: (a) is an "ineligible foreign employee" (as defined in the ESPP), or (b) is an employee who, immediately after the option is granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of Comerica Common Stock.

SHARES AVAILABLE UNDER THE ESPP. No more than 5,000,000 shares of Comerica Common Stock may be sold pursuant to the ESPP, subject to adjustments as described below. Either authorized and unissued shares or issued shares reacquired by us may be made subject to options under the ESPP. Any shares not purchased prior to the termination of an option may be again subjected to an option under the ESPP

In the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Comerica Common Stock or other securities of Comerica, issuance of warrants or other rights to purchase Comerica Common Stock or other securities of Comerica, or other similar corporate transaction or event affects the fair value of an option, the Board will adjust any or all of the following so that the fair value of the option immediately after the transaction or event is equal to the fair value of the option immediately prior to the transaction or event (i) the number and type of shares of Comerica Common Stock which may be made the subject of options, (ii) the number and type of shares of Comerica Common Stock subject to outstanding options, and (iii) the grant, purchase or exercise price with respect to any option or, if deemed appropriate, make provision for a cash payment to the holder of an option. Any such adjustments will be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which we are subject. Each affected participating employee in the ESPP will be notified of any such adjustment.

PURCHASE OF SHARES. Each year during the term of the ESPP, unless the Committee determines otherwise, we will, through one or more Offering Periods, make an offer to each Eligible Employee of options to purchase Comerica Common Stock through voluntary payroll deductions. Through the execution and delivery of a subscription agreement, each Eligible Employee will be entitled to purchase a dollar amount of shares of Comerica Common Stock as the Committee may determine for any offering (but not exceeding $25,000 for any calendar year). The option price for each offering will be determined by the Committee and will not be less than 85% of fair market value of the shares of Comerica Common Stock on the date the option is automatically exercised (i.e., the "Purchase Day"). The Purchase Day will generally be the last trading day (i.e., day on which the New York Stock Exchange is open for trading) of the applicable Offering Period, unless otherwise determined by the Committee or Plan Administrator (as defined below).

Each Offering Period will consist of an "Enrollment Period" and a "Payroll Deduction Period." The beginning and ending dates of each Enrollment Period and Payroll Deduction Period will be determined by the Committee or by the Plan Administrator. The employee's election to participate and subscription for shares for each Offering Period will indicate the dollar amount of shares to be purchased on behalf of such employee and will authorize payroll deductions to be made over the Payroll Deduction Period. During the Payroll Deduction Period, the Committee may allow participants to prospectively decrease their payroll deduction authorizations. A participant may revoke his or her subscription agreement up to two weeks prior to the Purchase Day for the applicable Offering

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Period. As soon as administratively possible following the Purchase Day, shares will be delivered to the participating employee via book-entry or by issuance of a certificate.

In the event the participant revokes his or her subscription agreement, or the participant leaves employment prior to the Purchase Day, we will refund his or her entire contribution to date without interest.

NEW PLAN BENEFITS. Each executive officer qualifies for participation under the ESPP and may be eligible, along with all other Eligible Employees, to annually purchase up to $25,000 worth of Comerica Common Stock at a discount below the market price. However, participation in the ESPP is voluntary and dependent upon each executive officer's election to participate, and the benefit of participating will depend on the terms of the offerings (if any) and fair market value of the Comerica Common Stock on the Purchase Day. Accordingly, future benefits that would be received by the executive officers and other Eligible Employees under the ESPP are not determinable at this time. However, the number of shares purchased in 2020 under the Former Plan by the NEOs, all of the executive officers as a group (including the NEOs currently serving as executive officers) and the entire employee population as a group are approximately 0, 269 and 189,800, respectively.

MARKET VALUE OF COMMON STOCK. On March 8, 2021, the latest practicable date the information was available prior to the printing and mailing of this proxy statement, the closing price of a share of Comerica's Common Stock on the New York Stock Exchange was $72.17.

ADMINISTRATION OF THE ESPP. The ESPP will be administered by the Committee, or such other committee of the Board of Directors as it may designate. The Committee has full power, in a manner not inconsistent with the ESPP, to alter, amend, suspend, or terminate the ESPP or any part thereof or any option thereunder at any time, to adopt, amend and rescind any rules for the administration of the ESPP, to construe and interpret the ESPP, to exercise any and all powers allocated to the Committee under the ESPP, and to make all other determinations necessary or advisable for the administration of the ESPP. However, the day-to-day administration of the ESPP is expected to be handled by the Chief Human Resources Office (i.e., the "Plan Administrator").

ASSIGNMENT; TRANSFER; SHAREHOLDER RIGHTS. An option granted under the ESPP may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the employee to whom granted, may be exercised only for the benefit of the employee. No participant has rights as a stockholder until payment for the shares has been completed and a certificate has been issued.

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES. The following is a brief summary of the principal United States federal income tax consequences of participation in the ESPP, based on current United States federal income tax law. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different.

Generally, an employee will not recognize taxable income on the grant of a stock option. Upon the exercise of a stock option, the employee will recognize ordinary income in an amount equal to the difference between the fair market value of Comerica Common Stock received on the date of the exercise and the cost of the stock option (number of shares exercised multiplied by the exercise price per share). Comerica will ordinarily be entitled to a deduction on the exercise date equal to the ordinary income recognized by the employee upon exercise of the stock option.

TERMINATION OF THE PLAN. We intend to continue the ESPP until all of the Comerica Common Stock reserved for the purposes of the ESPP have been subscribed for and sold.

SHAREHOLDER VOTING REQUIREMENTS. If a quorum is present at the Annual Meeting, the affirmative vote of a majority of the votes present in person or represented by proxy by shareholders entitled to vote at the meeting is required for approval of the ESPP. In tabulating the vote,

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abstentions will have the same effect as a vote against the ESPP, however, broker non-votes will be disregarded and will not affect the outcome.

If the ESPP is not approved by the shareholders, the Committee will continue to permit employee stock purchases under the Former Plan as it currently exists, and the ~~2006 LTIP~~Former Plan would be otherwise unaffected by this vote.

COMERICA'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL TO APPROVE THE COMERICA INCORPORATED ~~2018 LONG-TERM INCENTIVE~~2021 EMPLOYEE STOCK PURCHASE PLAN.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table contains information about the number of shares of Comerica Common Stock beneficially owned by Comerica's incumbent directors and director nominees, the NEOs and all incumbent directors and executive officers as a group. The number of shares each individual beneficially owns includes shares over which the person has or shares voting or investment power as of February ~~23, 2018~~26, 2021 and also any shares that the individual can acquire by April ~~24, 2018~~27, 2021 (60 days after the Record Date), through the exercise of any stock option or other right. Unless indicated otherwise, each individual has sole investment and voting power (or shares those powers with his or her spouse or other family members) with respect to the shares listed in the table.

Name of Beneficial Owner			Percent of Class

~~Ralph W. Babb, Jr.~~	~~847,567~~	^(1)(2)(3)	*
John D. Buchanan	~~21,096~~55,237	⁽¹⁾⁽²⁾	*
J. McGregor Carr	10,601	^(1)(3)(4)	*
Michael E. Collins	~~1,360~~7,372	⁽⁵⁾⁽⁴⁾	*
Roger A. Cregg	~~40,123~~51,047	^(4)(5)(6)	*
Megan D. Crespi	27,822	⁽¹⁾⁽⁷⁾	*
T. Kevin DeNicola.	~~27,800~~36,643	^(5)(4)(8)	*
~~David E. Duprey~~	~~111,777~~	⁽⁹⁾	*
Curtis C. Farmer	~~89,995~~184,395	^(3)(1)(9)	*
James J. Herzog	23,574	^(1)(10)(11)	*
Jacqueline P. Kane	~~30,811~~40,584	^{(4)(5)(6)(11)(12)}	*
Richard G. Lindner	~~49,043~~62,515	^(4)(5)(6)	*
~~Michael H. Michalak~~	~~76,001~~	⁽¹⁾^(3)(12)(13)	*
Barbara R. Smith	~~141~~8,164	^(6)(4)(5)	*
Robert S. Taubman	~~38,860~~48,124	^(5)(6)(4)	*
Reginald M. Turner, Jr.	~~29,565~~36,512	^{(4)(5)(6)(14)}	*
Nina G. Vaca (Ximena G. Humrichouse)	~~22,252~~31,235	^(4)(5)(6)	*
Michael G. Van de Ven	~~6,360~~12,372	^(5)(4)(15)	*
Directors and current executive officers as a group ~~(20~~(23 people)	~~1,437,971~~934,374	^(16)(17)	*


Footnotes:
	*	Represents holdings of less than one percent of Comerica Common Stock.
	(1)	Includes the following number of shares deemed invested, on behalf of the respective executives, in Comerica Common Stock under deferred compensation plans: Mr. Babb, 42,893 shares and Mr. Michalak, 2,520 shares; theyrestricted stock units held by individuals, over which individuals do not have voting or investment power, ~~over such shares.~~as follows: Mr. Buchanan, 10,440 restricted stock units, Mr. Carr, 8,705 restricted stock units, Ms. Crespi, 26,050 restricted stock units; Mr. Farmer, 42,908 restricted stock units; and Mr. Herzog, 9,788 restricted stock units.
	(2)	Includes ~~33,467~~320 shares of restricted stock of Comerica subject to future vesting conditions ("restricted stock") and options to purchase ~~180,211~~10,590 shares of Comerica Common Stock that are or will be exercisable as of April 24, 2018, which Comerica granted to Mr. Babb under the 2006 LTIP. Also includes 64,246 SELTPP units granted to Mr. Babb under the 2006 LTIP, over which Mr. Babb did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, ~~2018. Additionally includes 117,691 shares held jointly with his spouse.~~2021.
	(3)	Includes ~~restricted stock units held by executive officers, over which executive officers do not have voting~~options to purchase 1,896 shares of Comerica Common Stock that are or ~~investment power,~~will be exercisable as ~~follows: Mr. Babb, 11,285 restricted stock units, Mr. Buchanan 1,820 restricted stock units, Mr. Farmer 3,935 restricted stock units, and Mr. Michalak 1,690 restricted stock units.~~of April 27, 2021.
	(4)	~~Includes 18,680 shares of restricted stock, which Comerica granted to Mr. Buchanan under the 2006 LTIP.~~
	~~(5)~~	Includes restricted stock units held by non-employee directors, over which directors do not have voting or investment power, as follows: restricted stock units for Roger A. Cregg and T. Kevin DeNicola, who each hold ~~21,255~~30,098 restricted stock units, Reginald M. Turner, Jr., who holds ~~23,726~~32,920 restricted stock units, Richard G. Lindner, who holds ~~19,865~~28,510 restricted stock units, Robert S. Taubman, who holds ~~24,180~~33,439 restricted stock units, Jacqueline P. Kane and Nina G. Vaca, who each hold ~~17,579~~25,898 restricted stock units, ~~and~~ Michael E. Collins and Michael Van de Ven, who each hold ~~1,360~~7,372 restricted stock units, and Barbara R. Smith, who holds 5,819 restricted stock units. These restricted stock units are subject to time vesting and will be settled in Comerica Common Stock following the respective director's termination of service as a director.
	~~(6)~~(5)	Includes the following number of shares deemed invested, on behalf of the respective non-employee directors, in Comerica Common Stock under a deferred compensation plan: Roger A. Cregg, ~~13,868~~15,949 shares; Jacqueline P. Kane, ~~7,406~~5,310 shares; Richard G. Lindner, ~~29,178~~24,681 shares; Barbara R. Smith, ~~141 shares; Robert S. Taubman, 420~~2,346 shares; Reginald M. Turner, Jr., ~~1,724~~1,972 shares; and Nina G. Vaca, ~~4,674~~5,269 shares; the directors do not have voting power over such shares.
	~~(7)~~(6)	Includes 5,000 shares in an account held jointly with his spouse.
	(7)	Includes options to purchase 1,772 shares of Comerica Common Stock that are or will be exercisable as of April 27, 2021.
	(8)	Includes 6,545 shares held by the Kevin DeNicola Revocable Trust.
	(9)	Includes 625 shares of restricted stock and options to purchase 28,335 shares of Comerica Common Stock that are or will be exercisable as of April 27, 2021.
	(10)	Includes the following number of shares deemed invested, on behalf of the respective individuals, in Comerica Common Stock under deferred compensation plans: Mr. Herzog, 1,398 shares; he does not have voting power over such shares.

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⁽⁹⁾(11) Includes ~~10,526~~133 shares of restricted stock and options to purchase ~~11,293~~4,432 shares of Comerica Common Stock that are or will be exercisable as of April 24, 2018, which Comerica granted to Mr. Duprey under the 2006 LTIP. Also includes 9,546 SELTPP units granted to Mr. Duprey under the 2006 LTIP, over which Mr. Duprey did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, ~~2018.~~2021.
⁽¹⁰⁾(12) Includes 16,159 shares of restricted stock, which Comerica granted to Mr. Farmer under the 2006 LTIP. Also includes 14,722 SELTPP units granted to Mr. Farmer under the 2006 LTIP, over which Mr. Farmer did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, 2018.
⁽¹¹⁾ ~~Includes 5,826~~9,376 shares held by The Steven and Jacqueline Kane Trust U/A dtd 12/20/2010.
⁽¹²⁾(13) Includes ~~4,048~~3,092 shares ~~of restricted stock~~held by the Lindner 2006 Living Trust 12/18/2006 and ~~options to purchase 25,374~~6,232 shares of Comerica Common Stock that are or will be exercisable as of April 24, 2018, which Comerica granted to Mr. Michalak under the 2006 LTIP. Also includes 7,139 SELTPP units granted to Mr. Michalak under the 2006 LTIP, over which Mr. Michalak did not have voting or investment power as of the Record Date, but which vested and were settled in stock on February 27, 2018.held by spouse through Christy L. Lindner 2020 Family Trust.
⁽¹³⁾(14) Includes ~~22,678 shares in an account held jointly with his spouse.~~
⁽¹⁴⁾ ~~Includes 4,115~~1,620 shares held by the Reginald M. Turner, Jr. Trust.
⁽¹⁵⁾ Includes 5,000 shares held by the Van de Ven 2008 Family Trust.
⁽¹⁶⁾ Includes ~~91,140~~2,580 shares of restricted stock and options to purchase ~~254,192~~126,900 shares of Comerica Common Stock that are exercisable by February ~~23, 2018~~26, 2021 or will become exercisable by April ~~24, 2018,~~27, 2021, all of which are beneficially owned by the current executive officers as a group. ~~Comerica granted the options under the 2006 LTIP.~~ The number shown also includes ~~108,910 SELTPP units held by executive officers as a group and 174,033~~384,047 restricted stock units held by directors and executive officers as a group; in each case, the officer or director does not have voting or investment power over such restricted stock units. ~~The SELTPP units vested and were settled in stock on February 27, 2018. 105,926~~57,014 shares are deemed invested, on behalf of the directors and executives, in Comerica Common Stock under deferred compensation plans; the officer or director does not have voting power over such shares. The number additionally includes ~~176,582~~45,322 shares of Comerica Common Stock for which the directors, nominees and executive officers share voting and investment power. The number shown does not include any shares that are pledged. Comerica has adopted a policy ~~prohibiting~~that directors and employees may not purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engage in transactions ~~by employees and directors~~ that are ~~designed~~intended to hedge or offset any decrease in the market value of Comerica's equity ~~securities.~~securities either granted to the employee or director as part of their compensation or beneficially owned by such director, employee or any of their family members. Employees, officers and directors are also prohibited from holding Comerica's securities in a margin account or pledging Comerica's securities as collateral for a loan.
⁽¹⁷⁾ As of February ~~23, 2018,~~26, 2021, consists of ten non-employee directors and ~~ten~~thirteen current executive officers, one of whom is an employee director.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The SEC requires that Comerica provide information about any shareholder who beneficially owns more than 5% of Comerica Common Stock. The following table provides the required information about the only shareholders known to Comerica to be the beneficial owner of more than 5% of Comerica Common Stock as of December 31, ~~2017.~~2020. To report this information, Comerica relied solely on information that BlackRock, Inc. ~~furnished~~provided in its Schedule 13G/A, filed January 29, ~~2018,~~2021, on information that FMR LLC provided in its Schedule 13G, filed February 8, 2021, on information that State Street Corporation provided in its Schedule 13G, filed February 8, 2021 and on information that The Vanguard Group ~~furnished~~provided in its Schedule 13G/A, filed February ~~8, 2018 and on information that State Street Corporation furnished in its Schedule 13G, filed February 14, 2018,~~10, 2021, in each case relating to their respective beneficial ownership of Comerica as of December 31, ~~2017,~~2020, using Comerica's actual shares outstanding at December 31, ~~2017.~~

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Amount and Nature of Beneficial Ownership as of December 31, ~~2017~~2020

Name and Address
of Beneficial Owner
Amount and Nature of
Beneficial Ownership Percent
of Class

BlackRock, Inc. and certain affiliates

55 East 52^nd Street

New York, NY 10055
~~11,882,946~~ 11,786,454⁽¹⁾        ~~6.9%~~8.5%

~~State Street Corporation~~FMR LLC and certain affiliates

245 Summer Street

Boston, Massachusetts 02210
  7,508,385⁽²⁾        5.4%

State Street Corporation and certain affiliates

State Street Financial Center

One Lincoln Street

Boston, MA 02111
  ~~9,923,577~~ 7,758,216⁽²⁾⁽³⁾        ~~5.7%~~5.6%

The Vanguard Group, Inc. and certain affiliates

100 Vanguard Blvd.

~~100 Vanguard Blvd.~~
Malvern, PA 19355
~~18,395,428~~ 14,977,562⁽³⁾⁽⁴⁾     ~~10.6%~~10.8%
��

Footnotes:
(1)

BlackRock, Inc. indicated that it has sole power to vote or to direct the vote with respect to ~~10,355,902~~10,554,036 shares and sole dispositive power with respect to ~~11,882,946~~11,786,454 shares. BlackRock, Inc. filed on behalf of the following subsidiaries: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock ~~Capital Management, Inc.; BlackRock~~ (Netherlands) B.V.; BlackRock Institutional Trust Company, N.A.; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; iShares (DE) I Investmentaktiengesellschaft mit Teilgesellsc; BlackRock Japan ~~Co Ltd;~~Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) ~~Ltd;~~Limited; BlackRock Asset Management Canada Limited; BlackRock Asset Management Deutschland AG; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; Blackrock (Singapore) Limited; and BlackRock Fund Managers Ltd.

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(2)
FMR LLC filed jointly with Abigail P. Johnson, a director, the Chairman and Chief Executive Officer of FMR LLC. The reporting persons indicated that they had sole power to vote or direct the vote with respect to 437,098 shares. They also indicated that they have sole dispositive power with respect to 7,508,385 shares. FMR LLC filed on behalf of the following subsidiaries: FIAM LLC; Fidelity Management & Research Company LLC; and Strategic Advisers LLC. According to the filing, members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.
(3)

State Street Corporation indicated that it has shared power to vote or to direct the vote with respect to 7,236,411 shares, and shared dispositive power with respect to ~~9,923,577~~7,755,468 shares. State Street Corporation filed on behalf of the following subsidiaries: State Street Bank and Trust ~~Company;~~Company, SSGA Funds Management, Inc.; State Street Global ~~Advisor Trust Company;~~Advisors Limited (UK); State Street Global Advisors Ltd (Canada); State Street Global Advisors, Australia Limited; State Street Global Advisors (Japan) Co., ~~Ltd.;~~Ltd; State Street Global Advisors ~~(Asia) Limited; State Street Global Advisors France S.A.S.; State Street Global Advisors Singapore Ltd.; State Street Global Advisors Limited;~~Asia Ltd; State Street Global Advisors GmbH; State Street Global Advisors Ireland Limited; and State Street Global Advisors ~~Australia.~~Trust Company.
~~(3)~~(4)

The Vanguard Group, Inc. indicated that it ~~sole~~has shared power to vote or to direct the vote ~~on 242,924 shares, and shared voting power~~ with respect to ~~30,832~~204,864 shares. It has sole dispositive power with respect to ~~18,124,500~~14,380,866 shares, and shared dispositive power with respect to ~~270,928~~596,696 shares. The Vanguard Group, Inc. filed on behalf of the following subsidiaries: Vanguard Asset Management, Limited; Vanguard Fiduciary Trust ~~Company, a wholly-owned subsidiary of The~~Company; Vanguard Global Advisors, LLC; Vanguard Group ~~Inc., is the beneficial owner of 188,462 shares as a result of its serving as investment manager of collective trust accounts.~~(Ireland) Limited; Vanguard Investments Australia Ltd.~~, a wholly-owned subsidiary of The~~; Vanguard ~~Group,~~Investments Canada Inc.~~, is the beneficial owner of 135,839 shares as a result of its serving as investment manager of Australian investment offerings.~~; Vanguard Investments Hong Kong Limited; and Vanguard Investments UK, Limited.

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~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2022 ANNUAL MEETING
~~Section 16(a)~~SEC Rule 14a-8.    To be considered for inclusion in next year's proxy statement, shareholder proposals must comply with applicable laws and regulations, including Rule 14a-8 promulgated under the Exchange Act, as well as Comerica's bylaws, and must be submitted in writing to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201, and received by November 16, 2021.
Advance Notice Procedures.    Comerica's bylaws also establish advance notice procedures with regard to shareholder proposals and director nominations that are not submitted for inclusion in the proxy statement, but that a shareholder instead wishes to present directly at an Annual Meeting of Comerica's shareholders. For the 2022 Annual Meeting of Shareholders, notice must be received by Comerica's Corporate Secretary no later than the close of business on January 27, 2022 and no earlier than the close of business on December 28, 2021. If, however, Comerica moves the Annual Meeting of Shareholders to a date that is more than 30 days before or more than 60 days after the date which is the one-year anniversary of this year's Annual Meeting date (i.e., April 27, 2022), or if a special meeting of shareholders is called for the purpose of electing directors, Comerica's Corporate Secretary must receive your notice no earlier than the close of business on the 120th day prior to the new Annual Meeting date and no later than the close of business on the later of the ~~Securities Exchange Act~~90th day prior to the new Annual Meeting date or the 10th day following the day on which Comerica first made a public announcement of ~~1934 requires that~~the new Annual Meeting date (and, in the case of a special meeting, of the nominees proposed by the Board of Directors to be elected at such meeting).
If Comerica increases the number of directors to be elected to the Board at the Annual Meeting and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the immediately preceding year's Annual Meeting, then Comerica will consider your notice timely (but only with respect to nominees for any new positions created by such increase) if Comerica's ~~directors, executive officers~~Corporate Secretary receives your notice no later than the close of business on the 10th day following the day on which Comerica first makes the public announcement of the increase in the number of directors.
Any shareholder making a proposal or a director nomination will need to disclose additional information regarding each person proposed for nomination for election as a director, the shareholder giving the notice, and ~~persons~~the beneficial owner, if any, on whose behalf the nomination or proposal is made, including disclosure of securities ownership, derivative and short positions and certain interests, as described in Comerica's bylaws. Additionally, any director nominee would need to complete a written questionnaire and representations as described above under "Board and Committee Governance — Nominee Selection Process."
Proxy Access Procedures.    Article III of the bylaws permits a shareholder, or a group of up to 20 shareholders, who ~~own more than ten~~has continuously owned at least 3% of outstanding Comerica Common Stock for at least 3 years to nominate and include in Comerica's annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty percent of ~~a registered class~~the Board. Such nominations are subject to disclosure, eligibility and procedural requirements as set forth in the bylaws, including the advance notice procedures set forth above.
Additional Requirements.    Comerica's bylaws contain additional shareholder proposal and director nomination requirements. A copy of Comerica's ~~equity securities file reports of stock ownership and any subsequent changes in stock ownership with~~bylaws can be obtained by making a written request to the SEC and the New York Stock Exchange not later than specified deadlines. Based solely on its review of the copies of such reports received by it, or written representations from certain reporting persons, Comerica believes that, during the year ended December 31, 2017, each of its executive officers, directors and greater than ten percent shareholders complied with all such applicable filing requirements.Corporate Secretary.

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GENERAL INFORMATION FOR SHAREHOLDERS ABOUT THE ANNUAL ~~REPORT TO SHAREHOLDERS~~MEETING
Proxy Materials.    We are providing this proxy statement in connection with the solicitation by the Board of Directors of Comerica ~~provided~~Incorporated of proxies to be voted at our 2021 annual meeting of shareholders to be held on April 27, 2021, and at any adjournment. This proxy statement was first made available to shareholders on or about March 16, 2021.
A proxy is your authorization for someone else to vote for you in the ~~2017~~way that you want to vote. When you complete and submit a proxy card or use the automated telephone voting system or the Internet voting system, you are submitting a proxy.
Under rules adopted by the SEC, we are providing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of the proxy statement and annual report. Unless you previously requested electronic delivery, we mailed to you a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice of Internet Availability of Proxy Materials instructs you on how to ~~shareholders, containing financial~~electronically access and review all of the important information contained in this proxy statement and the annual report, and it provides you with information on voting.
If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a paper copy of our proxy materials, follow the instructions contained in the Notice of Internet Availability of Proxy Materials about how you may request to receive your materials in printed form on a one-time or ongoing basis.
You can choose to receive future proxy statements and ~~other information~~annual reports electronically by following the prompt that will appear if you vote through the Internet. Shareholders who choose to view future proxy statements and annual reports through the Internet will receive an email with instructions containing the Internet address of these materials, as well as voting instructions, on approximately the same date that materials are first mailed to shareholders.
If you have not already done so, we ask you to consider signing up to receive these materials electronically in the future by following the instructions when you vote your shares over the Internet. Enrolling in future electronic delivery of these materials reduces Comerica's printing and mailing expenses and environmental impact.
If you elect to view proxy materials electronically, your enrollment will remain in effect for all shareholder meetings until you cancel it. To cancel, registered shareholders should follow the instructions contained in the Notice of Internet Availability of Proxy Materials about ~~the operations~~how you may request to receive your materials in printed form on a one-time or ongoing basis.
Voting Procedures.    Holders of Comerica Common Stock at the close of business on February 26, 2021 (the "Record Date"), are entitled to vote at the annual meeting. Each holder of Comerica Common Stock is entitled to cast one vote on each matter submitted at the annual meeting for each share of stock held on the Record Date. As of that date, there were 139,490,972 shares of Comerica Common Stock outstanding and entitled to vote. Holders of our Series A Preferred Stock are not entitled to vote. A majority of the issued and outstanding shares, 69,745,487 shares, present or represented by proxy at the meeting, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.
Please refer to your proxy card or Notice of Internet Availability of Proxy Materials for information on voting by proxy. If you attend the meeting virtually, you may vote through the virtual meeting site and the proxy will not be used. If you submit a proxy to Comerica before the Annual Meeting, whether by proxy card, by telephone or by Internet, the persons named as proxies will vote your shares as you direct. If no instructions are specified, the proxy will be voted for the eleven directors nominated by the Board of Directors; for the ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ~~ended~~ending December 31, ~~2017,~~2021; for the non-binding,

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advisory proposal to ~~you along~~approve executive compensation; for the approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan; and for the approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan. Action may be taken at the Annual Meeting on any of the foregoing proposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed.
The Board is not aware of any other matter upon which action will be taken at the Annual Meeting. If any other business should properly come before the meeting, or if there is any meeting adjournment, proxies will be voted in accordance with ~~this proxy statement. You should not regard~~ the ~~2017 annual report as proxy soliciting material.~~best judgment of the person or persons named in the proxies.
~~HOUSEHOLDING~~Revoking Your Proxy.    You may revoke a proxy at any time before the proxy is exercised by:
(1)
delivering written notice of revocation to the Corporate Secretary of Comerica at the Corporate Legal Department, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201;

(2)
submitting another properly completed proxy card that is later dated;

(3)
voting by telephone at a subsequent time;

(4)
voting by the Internet at a subsequent time; or

(5)
voting your shares electronically during the Annual Meeting by clicking on the "Cast Your Vote" link on the Meeting Center site.
"Street Name"/Beneficial Holders.    If your shares are held in a stock brokerage account or by a bank or other nominee, then the brokerage firm, bank or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in "street name." Beneficial holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares. Your brokerage firm, bank or other nominee should have enclosed or otherwise provided a voting instruction card for you to use in directing the brokerage firm, bank or other nominee how to vote your shares.
Alternately, if you are a beneficial holder and plan to attend the meeting virtually, please see instructions below under "Admission to the Annual Meeting" on how to register and vote your shares at the meeting.
Shareholder List.    A list of shareholders of record will be available on the Meeting Center site for inspection by shareholders for any legally valid purpose related to the Annual Meeting during the virtual Annual Meeting, and will be available upon request for the ten days prior to the Annual Meeting through an electronic network site that you can gain access to by contacting InvestorRelations@comerica.com.
Expenses of Solicitation.    Comerica pays the cost of preparing and printing the proxy statement and soliciting proxies. Comerica will solicit proxies primarily by mail, but may also solicit proxies personally and by telephone, the Internet, facsimile or other means. Comerica will use the services of Innisfree M&A Incorporated, a proxy solicitation firm, at a cost of $15,000 plus out-of-pocket expenses and fees for any special services. Officers and regular employees of Comerica and its subsidiaries may also solicit proxies, but they will not receive additional compensation for soliciting proxies. Comerica also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners of Comerica Common Stock.

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Vote Required.
Directors:    If a quorum exists, the nominees for director receiving a majority of the votes cast (i.e., the number of shares voted "for" a director nominee exceeds the number of votes cast "against" that nominee) will be elected as directors. Votes cast will include only votes cast with respect to shares present in person or represented by proxy at the meeting and entitled to vote and will exclude abstentions. Therefore, shares not present at the meeting, broker non-votes (described below) and shares voting "abstain" have no effect on the election of directors. If the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the meeting. If a director does not receive the vote of the majority of the votes cast and no successor has been elected at such meeting, the director will promptly tender his or her resignation to the Board. After taking into account a recommendation by the Governance, Compensation and Nominating Committee and excluding the nominee in question, the Board of Directors will decide and publicly disclose its determination about whether to accept the resignation within 90 days of the certification of the voting results.
Other Proposals:    If a quorum exists, the proposals: (i) to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm; (ii) to approve a non-binding, advisory proposal to approve executive compensation; (iii) to approve the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan; and (iv) to approve the Comerica Incorporated 2021 Employee Stock Purchase Plan must receive the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal in question. Therefore, abstentions will have the same effect as voting against the applicable proposal. For the non-binding, advisory proposal to approve executive compensation and the proposals to approve the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan and the Comerica Incorporated 2021 Employee Stock Purchase Plan, broker non-votes will not be counted as eligible to vote on the applicable proposal and, therefore, will have no effect on the outcome of the voting on that proposal.
If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote under the rules of the stock exchange or other organization of which it is a member. In this situation, a "broker non-vote" occurs.
An independent third party, Computershare Trust Company, N.A., will act as the inspector of the Annual Meeting and the tabulator of votes.
Householding.SEC rules allow a single copy of the proxy materials or the notice of internet availability of proxy materials to be delivered to multiple shareholders sharing the same address and last name, or who we reasonably believe are members of the same family and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as "householding" and can result in significant savings of paper and mailing costs.
Because we ~~are using~~have elected to provide access to our proxy materials over the Internet under the SEC's ~~notice~~"notice and ~~access rule,~~access" rules, we will not household our proxy materials or notices to shareholders of record sharing an address. This means that shareholders of record who share an address will each be mailed a separate notice or paper copy of the proxy materials. However, we understand that certain brokerage firms, banks, or other similar entities holding ~~our common stock~~Comerica Common Stock for their customers may household proxy materials or notices. Shareholders sharing an address whose shares of ~~our common stock~~Comerica Common Stock are held by such an entity should contact such entity if they now receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (2) a single copy of our proxy

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materials or notice and wish to receive separate copies of these materials in the future. Additional copies of our proxy materials are available upon request by contacting:
Corporate Secretary
Comerica Incorporated
Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
~~1-866-870-3684~~1-866-641-4276
~~ADMISSION TO THE ANNUAL MEETING~~
Admission to the Annual Meeting is limited to registered and beneficial shareholders as of the record date and persons holding valid proxies from shareholders of record. To be admitted to the Annual Meeting, you will need to bring a valid photo ID or other satisfactory proof of identification.Meeting.    If you ~~are~~were a ~~beneficial owner,~~holder of record of Comerica Common Stock at the close of business on the Record Date (i.e., you ~~must also bring evidence~~held your shares in your own name as reflected in the records of ~~your Comerica share ownership that~~our transfer agent, Computershare), you can ~~include~~attend the meeting by accessing www.meetingcenter.io/220952924 and entering the 15-digit control number on the proxy card or Notice of Internet Availability of Proxy Materials you previously received inand the ~~mail or~~meeting password, CMA2021.
If you were a ~~recent account statement or letter from the bank, broker or other intermediary that holds your shares and confirms your~~ beneficial ~~ownership~~holder of ~~those shares~~record of Comerica Common Stock as of the Record ~~Date.~~Date and you want to attend the Annual Meeting, you have two options:
1)
Register in advance to virtually attend the Annual Meeting. Submit proof of your proxy power ("Legal Proxy") from your broker or bank reflecting your Comerica Common Stock holdings along with your name and email address to Computershare.
Requests for registration as set forth in (1) above must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on April 21, 2021. You will receive a confirmation of your registration by email after we receive your registration materials.
~~For security reasons, briefcases, purses and other bags brought~~Requests for registration should be directed to ~~the meeting may be subject to inspection~~us at the ~~door. The taking of photographs, the use of audio or video recording equipment and the use of cell phones is prohibited.~~

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~~OTHER MATTERS~~
The Board is not aware of any other matter upon which action will be taken at the Annual Meeting. If any other business should properly come before the meeting, or if there is any meeting adjournment, proxies will be voted in accordance with the best judgment of the person or persons named in the proxies.following:
By email: ~~By Order~~Forward the email from your broker granting you a Legal Proxy, or attach an image of ~~the Board of Directors~~your Legal Proxy, to legalproxy@computershare.com

By mail:

Computershare
~~John D. Buchanan~~
~~Executive Vice President — Chief~~Comerica Incorporated Legal ~~Officer, and~~
~~Corporate Secretary~~
Proxy
P.O. Box 43001
Providence, RI 02940-3001
2)
Register at the Annual Meeting. For the 2021 proxy season, an industry solution has been agreed upon to allow beneficial holders to register online at the Annual Meeting to attend, ask questions and vote.
~~March 13, 2018~~Please note that option (2) above is intended to be provided as a convenience to beneficial holders only, and there is no guarantee this option will be available for you. The inability to provide this option shall in no way impact the validity of the Annual Meeting. In order to ensure you are able to attend, ask questions and vote at the Annual Meeting, you may choose the Register in Advance of the Annual Meeting option.
The online meeting will begin promptly at 9:30 a.m., Central Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the admission instructions for record holders as outlined in this proxy statement.
Participation in the Annual Meeting.    You will be able to vote your shares electronically at the annual meeting (other than shares held through the Comerica Preferred Savings Plan, which must be voted prior to the meeting).

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Questions can be submitted during the meeting by accessing the meeting center at www.meetingcenter.io/220952924, entering your control number and meeting password, CMA2021, and clicking on the message icon in the upper right hand corner of the page. To return to the main page, click the "i" icon at the top of the screen. Shareholder questions or comments may also be submitted ahead of time by sending an e-mail to InvestorRelations@comerica.com. Questions which comply with the Rules of Conduct and that are germane to the purpose of the Annual Meeting will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. The Rules of Conduct may be accessed from the meeting center page.
Technical assistance will be available for shareholders attending the meeting.
Annual Report. A copy of Comerica's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission, may be obtained without charge upon written request to the Corporate Secretary, Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201. You should not regard the 2020 Annual Report as proxy soliciting material.

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~~APPENDIX~~Appendix I

COMERICA INCORPORATED
AMENDED AND RESTATED 2018 LONG-TERM INCENTIVE PLAN
SECTION 1.Purpose; Definitions
        The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, non-employee directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives for future performance of services directly linked to the profitability of the Company's businesses and increases in Company shareholder value.
        For purposes of this Plan, the following terms are defined as set forth below, and certain other terms used herein have the definitions given to them in the first place in which they are used:
        (a)    "Affiliate" means a company or other entity controlled by, controlling or under common control with the Company.
        (b)    "Applicable Exchange" means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.
        (c)    "Award" means a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award or Cash Award granted pursuant to the terms of this Plan.
        (d)    "Award Agreement" means a written or electronic document or agreement setting forth the terms and conditions of a specific Award.
        (e)    "Board" means the board of directors of the Company.
        (f)    "Business Combination" has the meaning set forth in Section 10(e)(iii).
        (g)    "Cash Award" means an Award granted under Section 8 of the Plan.
        (h)    "Cause" means, unless otherwise provided in an Award Agreement, (i) "Cause" as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which a Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no Individual Agreement, if it does not define Cause or if a Change in Control has not occurred prior to the date of Termination of Service: (A) conviction of, or plea of guilty ornolo contendere by, the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) willful and deliberate failure on the part of the Participant in the performance of his or her employment duties in any material respect, (C) dishonesty in the course of fulfilling the Participant's employment duties, (D) a material violation of the Company's ethics and compliance program or (E) prior to a Change in Control, such other events as shall be determined by the Committee. Notwithstanding the general rule of Section 2(c), following a Change in Control, any determination by the Committee as to whether "Cause" exists shall be subject tode novo review.
        (i)    "Change in Control" has the meaning set forth in Section 10(e).
        (j)    "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of

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the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.
        (k)    "Committee" means the Committee referred to in Section 2.

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        (l)    "Common Stock" means common stock, $5.00 par value per share, of the Company.
        (m)    "Company" means Comerica Incorporated, a Delaware corporation, or its successor.
        (n)    "Corporate Transaction" has the meaning set forth in Section 3(e).
        (o)    "Delegate" has the meaning set forth in Section 2(d).
        (p)    "Disability" means, unless otherwise provided in an Award Agreement, permanent and total disability as determined under the Company's Long-Term Disability Plan applicable to the Participant;provided that, in any case, for an Award that is subject to Section 409A of the Code, ~~"Disability~~"Disability" means "disability" as defined in Section 409(a)(2)(C) of the Code.
        (q)    "Disaffiliation" means a Subsidiary's or an Affiliate's ceasing to be a Subsidiary or Affiliate for any reason (including as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.
        (r)    "Effective Date" has the meaning set forth in Section 12(a).
        (s)    "Eligible Individuals" means officers, employees, non-employee directors and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective officers, employees, non-employee directors and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates.
        (t)    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
        (u)    "Fair Market Value" means, except as otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the ~~next preceding~~most recent prior date on which Shares were traded on the Applicable Exchange, as reported by such source as the Committee may select. If there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Section 409A and Section 422(c)(1) of the Code.
        (v)    "Full-Value Award" means any Award other than a Stock Option, Stock Appreciation Right or Cash Award.
        (w)    "Good Reason" means, unless otherwise provided in an Award Agreement, (i) "Good Reason" as defined in any Individual Agreement (unless expressly provided otherwise in such Individual Agreement) to which the Participant is a party as in effect as of immediately prior to the date of the Termination of Service that occurs on or after a Change in Control, or (ii) if there is no such Individual Agreement or if it does not define Good Reason, the occurrence of any of the following without a Participant's consent: (A) a material reduction in the Participant's annual base salary or target short-term incentive compensation opportunity, in each case, from that in effect immediately prior to the Change in Control; or (B) a mandatory relocation of the Participant's principal location of employment to a location that is more than fifty (50) miles from his or her principal employment location immediately prior to the

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Change in Control and increases the distance between such Participant's home and principal employment location. In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (B) within ninety (90) days following the Participant's knowledge of the initial existence of such condition or conditions, and the Company shall have thirty (30) days following receipt of such written notice (the "Cure Period") during which it may cure the condition, if curable. If the Company fails to cure the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within one (1) year following the end of the Cure Period in order for such termination to constitute a termination for Good Reason. The Participant's mental or physical incapacity following the occurrence of an event described above in clauses (A) through (B) shall not affect the Participant's ability to terminate employment for Good Reason.

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        (x)    "Grant Date" means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.
        (y)    "Incentive Stock Option" means any Stock Option designated in the applicable Award Agreement as an "incentive stock option" within the meaning of Section 422 of the Code, and that in fact so qualifies.
        (z)    "Incumbent Board" has the meaning set forth in Section 10(e)(ii).
        (aa)    "Indemnified Person" has the meaning set forth in Section 13(k).
        (bb)    "Individual Agreement" means, solely with respect to periods on or after a Change in Control, a change in control, severance or salary continuation agreement between a Participant and the Company or one of its Subsidiaries or Affiliates, which, for the avoidance of doubt, does not include any arrangement providing for similar benefits under a plan or policy.
        (cc)    "Nonqualified Stock Option" means any Stock Option that is not an Incentive Stock Option.
        (dd)    "Other Stock-Based Award" means Awards granted to a Participant under Section 9 of this Plan.
        (ee)    "Outstanding Company Common Stock" has the meaning set forth in Section 10(e)(i).
        (ff)    "Outstanding Company Voting Securities" has the meaning set forth in Section 10(e)(i).
        (gg)    "Participant" means an Eligible Individual to whom an Award is or has been granted.
        (hh)    "Performance Goals" means the performance goals established by the Committee in connection with the grant of an Award. Such goals shall be based on the attainment of specified levels of one or more of the following measures: (a) earnings per share (including variations thereof, such as diluted earnings per share, earnings per common share or diluted earnings per common share), (b) return measures (including, but not limited to, return on assets, average assets, equity, common equity or sales or shareholder payout ratio), (c) income measures (before or after taxes, including, but not limited to, net income, net interest income and noninterest income), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner's equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal

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rate of return or increase in net present value, (h) revenue measures (including, but not limited to, gross revenues and pre-provision net revenue), (i) gross margins, (j) expenses (including expense efficiency ratios and other expense measures), (k) strategic plan development and implementation, (l) capital levels, (m) loan growth, (n) stock price (including, but not limited to, growth measures and total stockholder return), (o) sustainability measures (including, but not limited to, the measures set forth in Comerica's Sustainability report, such as percentage reduction in paper consumption, water use, greenhouse gas emissions and/or landfill waste), (p) asset quality, (q) net interest margin, (r) deposit growth, (s) cost control, (t) liquidity, (u) objective customer service measures or indices, (v) customer satisfaction reports and (w) any other objective or subjective measures determined by the Committee, in each case with respect to the Company or any one or more Subsidiaries, divisions, business units or business segments thereof, or individual performance, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies). Without limiting the generality of the foregoing, in measuring the achievement of the Performance Goals, the Committee may make such adjustments as it determines to be appropriate, including for items that are unusual in nature or occur infrequently, the impact of charges for restructurings, discontinued operations, force majeure events (such as a natural disaster, severe weather event, act of war, terrorist attack, pandemic or other similar event), the effect of accounting or tax changes and other items.
      (ii)    "Person" has the meaning set forth in Section 10(e)(i).

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        (jj)    "Plan" means the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time.
        (kk)    "Prior ~~Plan~~Plans" means the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, as amended to date, and the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors, as amended to date.
        (ll)    "Replaced Award" has the meaning set forth in Section 10(b).
        (mm)    "Replacement Award" has the meaning set forth in Section 10(b).
        (nn)    "Restricted Stock" means an Award granted under Section 6.
        (oo)    "Restricted Stock Unit" has the meaning set forth in Section 7(a).
        (pp)    "Retirement" means, as it pertains to officers and employees, except as otherwise provided by the Committee, retirement from active employment with the Company or any Affiliate on or after age 65 or after attainment of both age 55 and at least ten (10) years of service with the Company or its Affiliates (as reflected in the Company's records).
        (qq)    "Section 16(b)" has the meaning set forth in Section 2(g).
        (rr)    "Section 409A CIC" has the meaning set forth in Section 10(a).
        (ss)    "Separation from Service" has the meaning set forth in Section 1(yy).
        (tt)    "Share" means a share of Common Stock.
        (uu)    "Stock Appreciation Right" means an Award granted under Section 5(b).
        (vv)    "Stock Option" means an Award granted under Section 5(a).
        (ww)    "Subsidiary" means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

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        (xx)    "Term" means the maximum period during which a Stock Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as specified in the applicable Award Agreement.
        (yy)    "Termination of Service" means the termination of the applicable Participant's employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant's employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service, and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall also be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary, Affiliate or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or any Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Service. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a "nonqualified deferred compensation plan" subject to Section 409A of the Code, a Participant shall not be considered to have experienced a "Termination of Service" unless the Participant has experienced a "separation from service" within the meaning of Section 409A of the Code (a "Separation from Service").

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SECTION 2.Administration
        (a)    ~~Committee~~Committee. . This Plan shall be administered by the Board directly, or if the Board elects, by the Governance, Compensation and Nominating Committee or such other committee of the Board as the Board may from time to time designate, which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the "Committee" refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing.
        Subject to the terms and conditions of this Plan, the Committee shall have absolute authority:
        (i)    To select the Eligible Individuals to whom Awards may from time to time be granted;
        (ii)    To determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and Cash Awards or any combination thereof are to be granted hereunder;
        (iii)    To determine the number of Shares to be covered by each Award granted hereunder or the amount of any Cash Award;
        (iv)    To approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price (subject to Section 5(c)) or any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or Affiliate);
        (v)    To modify, amend or adjust the terms and conditions (including, but not limited to, Performance Goals) of any Award (subject to Section 5(c) and Section 5(d)), at any time or from time to time, including, without limitation, in order to comply with tax and securities laws and to comply with changes of law and accounting standards;

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        (vi)    To determine to what extent and under what circumstances Common Stock or cash payable with respect to an Award shall be deferred, either automatically or at the election of a Participant;
        (vii)    To determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing;
        (viii)    To adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable;
        (ix)    To establish any "blackout" period that the Committee in its sole discretion deems necessary or advisable;
        (x)    To interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto);
        (xi)    To decide all other matters that must be determined in connection with an Award; and
        (xii)    To otherwise administer this Plan.
(b)    Procedures    ~~Procedures.~~.
        (i)    The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and, subject to Section 2(g), allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any officer or officers selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
        (ii)    Any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

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        (c)Discretion of ~~Committee~~Committee..    Subject to Section 1(h), any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of this Plan shall be final, binding and conclusive on all persons, including the Company, Participants and Eligible Individuals.
        (d)Cancellation or ~~Suspension~~Suspension..    Subject to Section 5(c), the Committee may cancel all or any portion of any Award, whether or not vested or deferred, as set forth below. Upon cancellation, the Participant shall forfeit the Award and any benefits attributable to such canceled Award or portion thereof. The Committee may cancel an Award if, in its sole discretion, the Committee determines in good faith that the Participant has done any of the following: (i) been convicted of, or plead guilty ornolo contendere to, a charge of commission of a felony under federal law or the law of the state in which such action occurred; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (vii) engaged in conduct that adversely affected the Company.

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The Executive Vice ~~President —~~ President—Chief Human Resources Officer, or such other officer designated from time to time by the Committee (the "Delegate"), shall have the power and authority to suspend all or any portion of any Award if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This Section 2(d) shall have no application following a Change in Control.
        (e)Award ~~Agreements~~Agreements..    The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Participant's acceptance of the applicable Award Agreement within the time period specified in the Award Agreement, unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12(d) hereof.
        (f)Minimum Vesting ~~Period~~Period..    Except for Awards granted with respect to a maximum of 5% of the Shares authorized in the first sentence of Section 3(a), Award Agreements shall not provide for a designated vesting period of less than one (1) year.
        (g)Section 16(b)..    The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and all such transactions will be exempt from) the short-swing profit recovery rules of Section 16(b) of the Exchange Act ("Section 16(b)"). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).
SECTION 3.Common Stock Subject to Plan
        (a)Authorized ~~Shares~~Shares..    The maximum number of Shares that may be issued pursuant to Awards granted under this Plan shall be ~~5,750,000~~7,720,000 Shares. Shares subject to an Award under this Plan may be authorized and unissued Shares, treasury Shares or Shares purchased in the open market or otherwise, at the sole discretion of the Committee.
        (b)Prior ~~Plan~~Plans..    On and after the Effective Date, no new awards may be granted under the Prior ~~Plan,~~Plans, it being understood that (i) awards outstanding under the Prior ~~Plan~~Plans as of the Effective Date shall remain in full force and effect under the applicable Prior Plan according to their respective terms, and (ii) to the extent that any such award is forfeited, terminates, expires or lapses without being exercised (to the extent applicable), or is settled for cash, the Shares subject to such award not delivered as a result thereof, including any Shares that are unearned under performance awards taking into account the maximum possible payout, shall again be available for Awards under this Plan.

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        (c)Individual ~~Limits~~Limits..    No Participant, other than a non-employee director, may be granted (i) Stock Appreciation Rights and Stock Options covering in excess of 1,000,000 Shares during any calendar year, (ii) Full-Value Awards covering in excess of 500,000 Shares during any calendar year or (iii) Cash Awards in excess of $10,000,000 during any calendar year. No Participant who is a non-employee director of the Company may be granted during any calendar year Awards covering Shares with a grant date fair value in excess of $500,000.
        (d)Rules for Calculating Shares ~~Issued~~Issued..    To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards shall not be counted as Shares issued under this Plan. If tax withholding obligations relating to any Full-Value Award are satisfied by delivering Shares (either actually or through a

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signed document affirming the Participant's ownership and delivery of such Shares) or the Company withholding Shares relating to such Award, the net number of Shares subject to the Award after payment of the tax withholding obligations shall be deemed to have been granted for purposes of the first sentence of Section 3(a). If the exercise price and/or tax withholding obligations relating to any Stock Option or Stock Appreciation Right are satisfied by delivering Shares (either actually or through a signed document affirming the Participant's ownership and delivery of such Shares) or the Company withholding Shares relating to such Stock Option or Stock Appreciation Right, the gross number of Shares subject to the Stock Option or Stock Appreciation Right shall nonetheless be deemed to have been issued under this Plan.
(e)   Adjustment Provisions    ~~Adjustment Provisions.~~.
          (i)  In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company's direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a "Corporate Transaction"), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitations on Awards in respect of Shares set forth in Section 3(c) applicable to the grants to individuals, (C) the number and kind of Shares or other securities subject to outstanding Awards, (D) financial goals or results underlying or relevant to a Performance Goal and (E) the exercise price of outstanding Awards.
         (ii)  In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company's shareholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitation limitations on Awards in respect of Shares set forth in Section 3(c) applicable to the grants to individuals, (C) the number and kind of Shares or other securities subject to outstanding Awards, (D) financial goals or results underlying or relevant to a Performance Goal, and (E) the exercise price of outstanding Awards.
         (iii)  In the case of Corporate Transactions, such adjustments may include:(A) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Stock Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Stock Option or Stock Appreciation Right shall conclusively be deemed valid); (B) the substitution of other property (including cash or other securities of the Company and securities of entities other than the Company) for the Shares subject

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to outstanding Awards; and (C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).

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        (iv)  Any adjustments made pursuant to this Section 3(e) to Awards that are considered "nonqualified deferred compensation" subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Section 3(e) to Awards that are not considered "nonqualified deferred compensation" subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such Awards.
         (v)  Any adjustment under this Section 3(e) need not be the same for all Participants.
SECTION 4.Eligibility
        Awards may be granted under this Plan to Eligible Individuals;provided,however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).
SECTION 5.Stock Options and Stock Appreciation Rights
        (a)Stock ~~Options~~Options..    Stock Options may be granted alone or in addition to other Awards granted under this Plan and may be of two types: Incentive Stock Options and Nonqualified Stock Options. The Award Agreement for a Stock Option shall indicate whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.
        (b)Stock Appreciation ~~Rights~~Rights..    Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash or Shares ~~with a Fair Market Value,~~in value equal to the product of (i) the excess of the Fair Market Value of aone (1) Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or ~~Common Stock,~~Shares, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.
        (c)Exercise Price; Prohibition on ~~Repricing~~Repricing..    The exercise price per Share subject to a Stock Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date. In no event may any Stock Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(e), to decrease the exercise price thereof, be cancelled in exchange for other Awards or in conjunction with the grant of any new Stock Option or Stock Appreciation Right with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a "repricing" of such Stock Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company's shareholders. Further, except as provided in Section 3(e) hereof, the Committee may not, without prior approval of the Company's shareholders, seek to effect any repricing of any previously granted "underwater" Stock Option or Stock Appreciation Right by repurchasing the underwater Stock Option or Stock Appreciation Right with cash. A Stock Option or Stock Appreciation Right shall be deemed to be "underwater" at any time when the Fair Market Value of the Shares covered by such Stock Option or Stock Appreciation Right is less than the exercise price of the Stock Option or Stock Appreciation Right.

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        (d)~~Term~~    Term..    The Term of each Stock Option and each Stock Appreciation Right shall be fixed by the Committee, but no Stock Option or Stock Appreciation Right shall be exercisable more than ten (10) years after its Grant Date.

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        (e)~~Exercisability~~    Exercisability..    Except as otherwise provided herein, Stock Options and Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.
        (f)Method of ~~Exercise~~Exercise..    Subject to the provisions of this Section 5, Stock Options and Stock Appreciation Rights may be exercised, in whole or in part, at any time during the Term thereof, in accordance with the methods and procedures established by the Committee in the Award Agreement or otherwise.
        (g)Delivery; Rights of ~~Shareholders~~Shareholders..    A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right until the exercise price therefor has been fully paid and applicable taxes have been withheld. Except as otherwise provided in Section 5(k), a Participant shall have all of the rights of a shareholder of the Company holding the number of Shares deliverable pursuant to such Stock Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares), when the Participant (i) has given proper notice of exercise, (ii) if requested, has given the representation described in Section 13(a) and (iii) in the case of a Stock Option, has paid in full for such Shares.
        (h)Nontransferability of Stock Options and Stock Appreciation ~~Rights~~Rights..    No Stock Option or Stock Appreciation Right shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) upon the Participant's death, to a designated beneficiary pursuant to Section 13(f) hereof. ~~A Stock Appreciation Right shall be transferable only with the related Stock Option as permitted by the preceding sentence.~~ Any Stock Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Stock Option is transferred pursuant to this Section 5(h), it being understood that the term "holder" and "Participant" include such guardian, legal representative and other transferee;provided,however, that the term "Termination of Service" shall continue to refer to the Termination of Service of the original Participant.
        (i)Termination of ~~Service~~Service..    The effect of a Participant's Termination of Service on any Stock Option or Stock Appreciation Right then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Stock Option or Stock Appreciation Right. In no event shall a Stock Option or Stock Appreciation Right be exercisable after the expiration of its Term.
        (j)Additional Rules for Incentive Stock ~~Options~~Options..    Notwithstanding any other provision of this Plan to the contrary, no Stock Option that is intended to qualify as an Incentive Stock Option may be granted to any Eligible Individual who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless at the time such Stock Option is granted the exercise price is at least 110% of the Fair Market Value of a Share and such Stock Option by its terms is not exercisable after the expiration of five (5) years from the date such Stock Option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time a Stock Option for the Common Stock is granted) for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under all of the incentive stock option plans of the Company and of any Subsidiary, may not exceed $100,000. To the extent a Stock Option that by its terms was intended to be an Incentive Stock Option exceeds this

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~~$100,000~~ $100,000 limit, the portion of the Stock Option in excess of such limit shall be treated as a Nonqualified Stock Option.
        (k)Dividends and Dividend ~~Equivalents~~Equivalents..    Dividends (whether paid in cash or Shares) and dividend equivalents may not be paid or accrued on Stock Options or Stock Appreciation Rights;provided that Stock Options and Stock Appreciation Rights may be adjusted under certain circumstances in accordance with the terms of Section 3(e).
SECTION 6.Restricted Stock
        (a)~~Administration~~    Administration..    Shares of Restricted Stock are actual Shares issued to a Participant and may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom and the time or times at which grants of Restricted Stock will be awarded, the number of Shares to be awarded to any Eligible Individual, the conditions for vesting, the

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time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 6(c).
        (b)Book Entry Registration or Certificated ~~Shares~~Shares..    Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. If any certificate is issued in respect of Shares of Restricted Stock, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award, substantially in the following form:
The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Comerica Incorporated 2018 Long-Term Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Comerica Incorporated, 1717 Main Street, Dallas, Texas 75201.
The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Comerica Incorporated, 1717 Main Street, Dallas, Texas 75201.
The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.
        (c)Terms and ~~Conditions~~Conditions..    Shares of Restricted Stock shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service):
          (i)  The Committee shall, prior to or at the time of grant, condition (A) the vesting of an Award of Restricted Stock upon the continued service of the applicable Participant, or (B) the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Awards of Restricted Stock (including any applicable Performance Goals) need not be the same with respect to each recipient.
         (ii)  Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Awards of Restricted Stock for which such vesting restrictions apply, and until the expiration of such period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.

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        (d)Rights of a ~~Shareholder~~Shareholder..    Except as provided in this Section 6 and the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends;provided,however, that (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock shall be held subject to the vesting of the underlying Restricted Stock and (B) subject to Section 13(e), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid and shall be held subject to the vesting of the underlying Restricted Stock.
        (e)    Termination of Service.    The effect of a Participant's Termination of Service on any Share of Restricted Stock then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Share of Restricted Stock.
SECTION 7.Restricted Stock Units
        (a)Nature of ~~Awards~~Awards..    Restricted stock units and deferred share rights (together, "Restricted Stock Units") are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in a specified number of Shares or an amount of cash equal to the Fair Market Value of a specified number of Shares.

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        (b)Terms and ~~Conditions~~Conditions..    Restricted Stock Units shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service):
        (i)    The Committee shall, prior to or at the time of grant, condition (A) the vesting of Restricted Stock Units upon the continued service of the applicable Participant or (B) the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including any applicable Performance Goals) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant.
        (ii)    Subject to the provisions of this Plan and the applicable Award Agreement, prior to the delivery of Shares in settlement of Restricted Stock Units, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.
        (iii)    The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 13(e) below).
        (c)Rights of a ~~Shareholder~~Shareholder..    A Participant to whom Restricted Stock Units are awarded shall have no rights as a shareholder with respect to the Shares represented by the Restricted Stock Units unless and until Shares are actually delivered to the participant in settlement thereof. The Award Agreement shall set forth any rights applicable to an Award of Restricted Stock Units to adjustment to reflect the deemed reinvestment in additional Restricted Stock Units of the dividends that would be paid and distributions that would be made with respect to the Award of Restricted Stock Units as if it consisted of actual Shares, subject to Section 13(e).

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        (d)Termination of ~~Service~~Service..    The effect of a Participant's Termination of Service on any Restricted Stock Unit then held by the Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Restricted Stock Unit.
SECTION 8.Cash Award
        The Committee may grant awards to Eligible Individuals that are denominated and payable in cash in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. With respect to a Cash Award subject to Performance Goals, the Performance Goals to be achieved during any performance period and the length of the performance period shall be determined by the Committee upon the grant of such Cash Award. The conditions for grant or vesting and the other provisions of a Cash Award (including any applicable Performance Goals) need not be the same with respect to each recipient.
SECTION 9.Other Stock-Based Awards
        The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (a) involve the transfer of actual Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, (b) be subject to performance-based and/or service-based conditions, (c) be in the form of phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, or other awards denominated in, or with a value determined by reference to, a number of Shares that is specified at the time of the grant of such Award, and (d) be designed to comply with applicable laws of jurisdictions other than the United States.

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SECTION 10.Change-in-Control Provisions
        (a)~~General~~    General..    The provisions of this Section 10 shall, subject to Section 3(e), apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.
        (b)Impact of Change in ~~Control~~Control..    Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement: (i) all then-outstanding Stock Options and Stock Appreciation Rights shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based Awards) and all Cash Awards (other than performance-based Cash Awards) shall vest in full, be free of restrictions and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any award meeting the requirements of Section 10(c), a "Replacement Award") is provided to the Participant pursuant to Section 3(e) to replace such Award (any award intended to be replaced by a Replacement Award, a "Replaced Award"), and (ii) any performance-based Full Value Award or Cash Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)).

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        (c)Replacement ~~Awards~~Awards..    An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award (except that for any Replaced Award that is performance-based, the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable performance period (or such shorter period as determined by the Committee) and the applicable Performance Goals shall be deemed to be achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)); (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(e); (iii) the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to time-based vesting (including with respect to a Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
        (d)Termination of ~~Service~~Service..    Notwithstanding any other provision of this Plan to the contrary and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant by the Company other than for Cause or by the Participant for Good Reason within twenty-four (24) months following a Change in Control (or such longer period as specified in the applicable Award Agreement), (i) all Replacement Awards held by such Participant shall vest in full and be free of restrictions and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, any Stock Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains

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outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Nonqualified Stock Option or Stock Appreciation Right.
        (e)Definition of Change in ~~Control~~Control..    For purposes of this Plan, a "Change in Control" shall mean the happening of any of the following events:
        (i)    An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities");provided,however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 10(e); or
        (ii)    A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at

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least a majority of the Board;provided,however, that, for purposes of this Section 10(e), any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board;provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board; or
        (iii)    The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a "Business Combination"), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such

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Business Combination were members of the ~~Incumbent~~ Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
        (iv)    The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding any other provision of this Plan, any Award Agreement or any Individual Agreement, for any Award that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, a Change in Control shall not constitute a settlement or distribution event with respect to such Award, or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change in Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations promulgated thereunder (a "Section 409A CIC");provided,however, that whether or not a Change in Control is a Section 409A CIC, such Change in Control shall result in the accelerated vesting of such Award to the extent provided by the Award Agreement, this Plan, any Individual Agreement or otherwise by the Committee.

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SECTION 11.Section 409A
        This Plan and the Awards granted hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered and interpreted in all respects in accordance with Section 409A of the Code. Each payment under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts that constitute "nonqualified deferred compensation" subject to Section 409A of the Code that would otherwise be payable by reason of a Participant's Separation from Service during the six (6)-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six (6) months following the Participant's Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the designated beneficiary of the Participant pursuant to Section 13(f) hereof within thirty (30) days following the date of the Participant's death.
SECTION 12.Term, Amendment and Termination
        (a)    Effectiveness.    The Comerica Incorporated 2018 Long-Term Incentive Plan was originally approved by the Committee and adopted by the Board on February 27, 2018, and became effective on April 24, 2018, the date of approval by the Company's shareholders (such original version of the Plan, the "Prior 2018 Plan"). This Plan (the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan) was approved by the Committee and adopted by the Board on February ~~27, 2018,~~23, 2021, subject to and contingent upon approval by the Company's shareholders. This Plan will be effective as of the date of such approval by the Company's shareholders (the "Effective Date"). For the avoidance of doubt, if this Plan is not approved, the Prior 2018 Plan shall continue in effect.
        (b)    Termination.    This Plan will terminate on the tenth (10^th) anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.
        (c)    Amendment of Plan.    The Board or the Committee may amend, alter or discontinue this Plan, but no amendment, alteration or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant's consent, except such an amendment made to comply with applicable law, including Section 409A of the Code, Applicable

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Exchange listing standards or accounting rules. In addition, no amendment shall be made without the approval of the Company's shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.
        (d)    Amendment of Awards.    Subject to Section 5(c), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant's consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law, Applicable Exchange listing standards or accounting rules.
SECTION 13.General Provisions
        (a)    Conditions for Issuance.    The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company

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shall not be required to issue or deliver any Shares (whether in certificated or book-entry form) under this Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable.
        (b)    Additional Compensation Arrangements.    Nothing contained in this Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its ~~employees.~~employees or directors.
        (c)    No Contract of Employment.    This Plan shall not constitute a contract of employment, and adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.
        (d)    Required Taxes.    No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under this Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the amount to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.
        (e)    Limitation on Dividend Reinvestment and Dividend Equivalents.    Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then-outstanding Awards). If sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to

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the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 13(e). Any dividends or dividend equivalents credited with respect to any Award will be subject to the same time and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award.
        (f)    Designation of Death Beneficiary.    The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant's death are to be paid or by whom any rights of such Participant after such Participant's death may be exercised.

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        (g)    Governing Law and Interpretation.    This Plan and all Awards made and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Whenever the words "include," "includes" or "including" are used in this Plan, they shall be deemed to be followed by the words "but not limited to" and the word "or" shall be understood to mean "and/or" where the context so requires.
        (h)    �� Nontransferability.    Except as otherwise provided in Section 5(h), or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and distribution, in each case, for no value or consideration.
        (i)    Clawback Policy.    Awards granted pursuant to this Plan shall be subject to the terms of the recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries;provided,however, unless prohibited by applicable law, the Company's recoupment (clawback) policy shall have no application to the Award (or the Shares, or payments received in respect of an Award) following a Change in Control.
        (j)    Whistleblowing.    Nothing contained in this Plan prohibits a Participant from ~~(a)~~(i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any government agency or entity, ~~(b)~~(ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations or ~~(c)~~(iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange Commission.
        (k)    Indemnification.    No member of the Board or the Committee or any designated officer, Delegate or employee (each, an "Indemnified Person") shall have any liability to any person (including, without limitation, any Participant) for any action, failure to act, determination or interpretation made in good faith with respect to this Plan or any Award granted hereunder. The Company shall indemnify an Indemnified Person for all costs and expenses and, to the fullest extent permitted by applicable law and the Company's governing documents, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with the administration of this Plan and the Awards granted hereunder.
        (l)    Unfunded Status of Plan.    It is intended that this Plan constitute an "unfunded" plan. Neither the Company nor the Committee shall have any obligation to segregate assets or establish a trust or other arrangements to meet the obligations created under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligation created by the Plan and the Award Agreement. No such obligation shall be deemed to be secured by any pledge or encumbrance on the property of the Company.

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~~ANNEX A~~Appendix II

~~RECONCILIATION OF NON-GAAP AND GAAP FINANCIAL MEASURES~~COMERICA INCORPORATED 2021
EMPLOYEE STOCK PURCHASE PLAN

(in millions, except per share data)
2017 2016 2015 2014
Earnings per Share Excluding Non-Performance Items:

Net income available to common shareholders
$ 738 $ 473 $ 515 $ 586
Plus:

Merger and restructuring charges, net of tax
29 59 — —
Deferred tax adjustment
107 — — —

Net income available to common shareholders excluding non-performance items
$ 874 $ 532 $ 515 $ 586

Diluted average common shares
178 177 181 185
Diluted earnings per common share
$ 4.14 $ 2.68 $ 2.84 $ 3.16
Earnings per share excluding non-performance items
4.90 3.01 2.84 3.16

ARTICLE I
PURPOSE

(in millions, except per share data)
2017 2016 2015
Return on Average Assets Excluding Non-Performance Items:

Net income
$ 743 $ 477 $ 521
Plus:

Merger and restructuring charges, net of tax
29 59 —
Deferred tax adjustment
107 — —

Net income excluding non-performance items
$ 879 $ 536 $ 521

Average assets
71,452 71,743 70,247
Return on average assets
1.04% 0.67% 0.74%
Return on average assets excluding non-performance items
1.23% 0.75% 0.74%

(in millions, except per share data)
3 Year
Avg. 2017 2016 2015
Return on Common Equity Excluding Non-Performance Items:

Net income
$ 743 $ 477 $ 521
Plus:

Merger and restructuring charges, net of tax
29 59 —

Net income excluding non-performance items
$ 772 $ 536 $ 521

Average common equity
7,952 7,674 7,534
Return on common equity
7.49% 9.34% 6.22% 6.91%
Return on common equity excluding non-performance items
7.87% 9.70% 6.99% 6.91%

The ~~after-tax impact~~purpose of ~~any adjustments~~the Comerica Incorporated 2021 Employee Stock Purchase Plan (the "Plan") is to provide employees of Comerica Incorporated, a Delaware corporation (the "Corporation"), and its subsidiaries and affiliates, with an opportunity to acquire a proprietary interest in the Corporation. The Plan provides all Eligible Employees the option to purchase shares of Common Stock of the Corporation through voluntary systematic payroll deductions. The options provided to Employees under the Plan shall be in addition to regular salary, profit sharing, pension, life insurance, special payments or other benefits related to ~~a change in accounting principle, merger/acquisition charges, deferred tax adjustment and restructuring charges incurred during~~an Employee's employment with the ~~year, if applicable, were added back~~Corporation. The Plan is not intended to ~~reported net income available~~qualify as an "employee stock purchase plan" pursuant to ~~common shareholders and net income~~Section 423 of the Code or to ~~determine EPS growth excluding non-performance items and ROA excluding non-performance items, respectively. The after-tax impact~~be an employee benefit plan pursuant to the Employee Retirement Income Security Act of ~~any adjustments related~~1974, as amended.

ARTICLE II
DEFINITIONS
2.1  "Account" shall mean the bookkeeping account maintained by the Plan Administrator to ~~a change in accounting principle, merger/acquisition charges and restructuring charges incurred during~~reflect the year, if applicable, were added back to reported net income to determine ROCE excluding non-performance items. Comerica believes these measurements, which are used for its incentive plans, are meaningful measures because they reflect adjustments commonlyContributions made by ~~management, investors, regulators~~or on behalf of a Participant.
2.2  "Beneficiary" shall mean the person or persons designated by the Participant to receive any property payable or distributable with respect to such Participant's Account upon the death of the Participant.
2.3  "Board" shall mean the board of directors of the Corporation.
2.4  "Code" shall mean the United States Internal Revenue Code of 1986, as amended, and ~~analysts~~the regulations promulgated thereunder.
2.5  "Committee" shall mean the committee appointed or designated by the Board to ~~evaluate our performance trends.~~
~~These disclosures should not be viewed as a substitute for operating results determined~~administer the Plan in accordance with ~~GAAP, nor are they necessarily comparable~~Article 4 of this Plan. Unless otherwise determined by the Board, the Governance, Compensation and Nominating Committee of the Board shall be the Committee.
2.6  "Common Stock" means the common stock of the Corporation, par value $5.00 per share.
2.7  "Contributions" shall mean all amounts credited to ~~non-GAAP performance measures~~the Account of a Participant pursuant to Section 5.3(e).
2.8  "Effective Date" shall mean the date that this Plan is approved by the Board.
2.9  "Eligible Employee" shall mean each Employee of the Corporation (or its affiliates and subsidiaries), other than an Employee who: (a) is an Ineligible Foreign Employee, or (b) immediately after the grant of the option, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Corporation. For these purposes, ownership shall be determined by applying the rules specified in Section 424(d) of the Code.
2.10   "Employee" shall mean any common law employee (as defined in accordance with the regulations and rulings then applicable under Section 3401(c) of the Code) of the Corporation. For purposes of the Plan, an individual's status as an "Employee" shall be treated as continuing intact while an individual is on sick leave or other leave of absence approved by the Corporation, until the Corporation deems the employment relationship to be terminated in accordance with applicable Corporation policies and procedures.
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2.11   "Enrollment Period" shall mean the period determined by the Committee or the Plan Administrator during which each Eligible Employee shall elect whether or not, and to what extent, to participate in the Offering.
2.12   "Fair Market Value" means the closing price of a share of a Common Stock on the New York Stock Exchange as reported on such source as the Committee or the Plan Administrator may select; if, however, there is no trading of shares of Common Stock on the date in question, then the closing price of the shares as so reported, on the last preceding trading day shall instead be ~~presented~~used to determine Fair Market Value. If Fair Market Value for any date in question cannot be determined as provided above, Fair Market Value shall be determined by the Committee in its good faith discretion based on a reasonable valuation method.
2.13   "Ineligible Foreign Employee" shall mean an Employee who is a citizen or resident of a jurisdiction outside of the United States (without regard to whether he or she is also a citizen of the United States or is a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) who is determined by the Committee or the Plan Administrator to be ineligible to participate in the Plan because the grant of an option under the Plan to such individual is prohibited under the laws of such jurisdiction or because participation in the Plan by such individual is impractical.
2.14   "Offering" shall mean, with respect to an Offering Period, the grant of an option to purchase shares of Common Stock.
2.15   "Offering Period" means the three-month period beginning on the first business day of each calendar quarter, or such other ~~companies.~~period determined by the Committee.
2.16   "Participant" shall mean an Employee who has elected, pursuant to a Subscription Agreement, to participate in an Offering under the Plan.
2.17   "Payroll Deduction Period" shall mean the period determined by the Committee or the Plan Administrator during which payroll deductions shall be made and credited to each Participant's Account.
2.18   "Plan" shall mean this Comerica Incorporated 2021 Employee Stock Purchase Plan, as amended from time to time.
2.19   "Plan Administrator" means, unless determined otherwise by the Board or the Committee, the Chief Human Resources Officer (or, if no individual is designated as the Chief Human Resources Officer, then the individual designated to perform the duties of the Chief Human Resources Officer).
2.20   "Purchase Day" shall mean the date specified by the Committee or the Plan Administrator on which options of Participants will be automatically exercised in full to purchase shares of Common Stock or, if not exercised, shall thereupon expire. Unless otherwise determined by the Committee or the Plan Administrator, the Purchase Day shall be the last trading day (i.e., day on which the New York Stock Exchange is open for trading) of the applicable Offering Period.
2.21   "Subscription Agreement" shall mean an agreement in a form approved by and in a manner prescribed by the Plan Administrator, pursuant to which an Eligible Employee may elect to participate in the Plan. The Subscription Agreement shall contain such Employee's authorization and consent to payroll deductions. The Subscription Agreement shall comply with and be subject to the terms and conditions of the Plan.

ARTICLE III
ELIGIBILITY
        Any individual who is or becomes an Eligible Employee five business days prior to the last day of an Enrollment Period for an Offering shall be eligible to participate in the Plan with respect to such Offering. An individual whose employment is terminated and who is subsequently reemployed shall be eligible to participate in the Plan with respect to each Offering occurring subsequent to his or her reemployment date, provided the individual is an Eligible Employee during the applicable Enrollment Period.
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~~Location of Comerica Incorporated~~ARTICLE IV
~~2018 Annual Meeting of Shareholders~~ADMINISTRATION
        The Plan shall be administered by the Committee; provided, however, that the Board shall have the authority to exercise any and all duties and responsibilities assigned to the Committee under the Plan. The Committee shall have full power and authority to construe, interpret and administer the Plan. The Committee shall have the full and exclusive right to establish the terms of each Offering under the Plan except as otherwise expressly provided in this Plan. It may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum and all decisions of the Committee shall be final, conclusive and binding upon all parties, including the Corporation, the stockholders, and Employees. In addition, unless determined otherwise by the Board or Committee, the Plan Administrator shall handle the day-to-day administration of the Plan. The Plan Administrator may employ accountants, legal counsel and any other experts he or she deems advisable to assist in the administration of the Plan.

~~Comerica Bank Tower~~ARTICLE V
~~1717 Main Street, 4~~^th ~~Floor~~OFFERINGS
~~Dallas, Texas 75201~~
~~Comerica Bank Tower is located~~5.1    Annual Offerings.    Each calendar year (or portion thereof) during the term of the Plan, unless the Committee determines otherwise, the Corporation will make one or more Offerings in which options to purchase the Corporation's Common Stock will be granted to Eligible Employees under the Plan.
5.2    Number of Shares Available for Options.    Subject to adjustments as described below, no more than 5,000,000 shares of Common Stock may be sold pursuant to options granted under the Plan. Shares of Common Stock subject to the Plan may be shares now or hereafter authorized, issued or outstanding or hereafter acquired by the Corporation. If, for any reason, any option under the Plan expires or terminates in whole or in part, shares subject to such expired or terminated option may be again be available for issuance upon exercise of a new option under the Plan.
5.3    Terms and Conditions of Options.
        (a)   An option price per share for each Offering shall be determined by the Committee on or prior to the first day of the Offering Period. Unless otherwise determined by the Committee, the option price per share shall be the 85% of the Fair Market Value of the Common Stock on the ~~corner~~Purchase Day. The option price shall be increased by applicable commissions and brokerage fees, if any.
        (b)   Each option shall entitle an Eligible Employee to purchase up to a specified number of ~~Main Street~~shares of Common Stock. Alternatively, or in combination with setting a maximum number of shares, the Committee may choose to determine a maximum dollar amount that could be used to purchase shares for each Offering. Each Employee may elect to participate for less than the maximum number of shares or dollar amount specified by the Committee. No option shall be exercised for a fractional share of Common Stock. Unless otherwise determined by the Committee prior to or on the first day of an Offering Period, each option shall expire on the last day of the Offering Period.
        (c)   Each Eligible Employee who desires to participate in an Offering shall elect to do so by completing and ~~North Ervay Street~~delivering a Subscription Agreement in ~~downtown Dallas.~~the form (including without limitation, telephonic and electronic transmission, utilization of voice response systems and computer entry) prescribed by the Plan Administrator. Such Subscription Agreement must be delivered to the Plan Administrator by the end of the applicable Enrollment Period and shall specify the dollar amount of Contributions to be made by the Participant for the Offering Period and authorize payroll deductions on behalf of the Participant during the Payroll Deduction Period. The Participant's Contributions shall be deducted from such Participant's regular wages on each payday during the Payroll Deduction Period. The Plan Administrator may impose such additional limitations or restrictions as may be appropriate or desirable for the efficient administration of the Plan. Each Subscription Agreement shall constitute an election to participate in the current Offering Period and all subsequent Offering
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Periods under the Plan until the Participant elects to terminate their Subscription Agreement pursuant to Section 5.6 or Section 5.7.
        (d)   Notwithstanding any provision herein, the aggregate amount of Contributions credited to a Participant's Account shall not exceed $25,000 for any calendar year.
        (e)   All Contributions shall be credited to that Participant's Account. A Participant's Account balance shall be reduced by the option price for shares of Common Stock acquired on the Purchase Day, or by any other amounts paid or distributed on any other date pursuant to the terms hereof.
        (f)    On the Purchase Day for the applicable Offering Period, the options of each Participant participating in such Offering shall be automatically exercised in full without the need for the Participant to take any action. Upon exercise of an option, whole shares shall be paid for in full with amounts credited to the Participant's Account, and any balance in the Participant's Account shall be paid to the Participant in cash as soon as practicable following the Purchase Day (or, if permitted by the Plan Administrator, applied to subsequent Offerings during the Plan Year).
        (g)   A Participant will have none of the rights and privileges of a stockholder of the Corporation with respect to the shares of Common Stock subject to an option under the Plan until such shares of Common Stock have been transferred or issued to the Participant or to a designated broker for the Participant on the books of the Corporation.
        (h)   Neither the option nor any Contributions credited to the Participant's Account may be assigned, transferred, pledged or otherwise disposed of in any way except by will or the laws of descent and distribution and, during the lifetime of the Participant, such option may be exercised and such Contributions may be applied only for the benefit of the Participant.
5.4    Issuance of Shares of Common Stock.    As soon as administratively practicable following a Purchase Day, the Corporation shall issue the purchased shares of Common Stock to each Participant, net of tax withholdings as described in Section 9.3. At the option of the Corporation, the issuance of such shares may be represented either by book entry registration in the Corporation's direct registration services or by a certificate. The time of issuance and delivery of the shares of Common Stock may be postponed for such periods as may be required to comply with registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, listing requirements of any exchange on which the shares of Common Stock may then be listed, and the requirements under other laws or regulations applicable to the issuance or sale of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been issued and delivered to the Participant as provided in this Section 5.4.
5.5    Modification of Contributions.    A Participant may elect to change the amount of his or her Contributions with respect to each Offering Period at any time during the Enrollment Period. Once the Offering Period commences, a Participant may elect, on a prospective basis, to decrease his or her Contributions during the Offering Period. Such elections shall be made by completing and filing with the Plan Administrator a new Subscription Agreement, at such time and in such manner as prescribed by the Plan Administrator. Any Subscription Agreement made pursuant to this Section 5.5 shall override any then outstanding Subscription Agreement.
5.6    Revocation of Subscription Agreement During an Offering Period.    Up to two calendar weeks prior to the Purchase Day, a Participant shall have the right to revoke his or her Subscription Agreement, at such time and in such manner as prescribed by the Plan Administrator. The Corporation shall, upon receipt of such notice of revocation, refund to the Participant, without interest, any amounts credited to the Participant's Account, as soon as administratively practicable following such revocation. Such Participant shall not be entitled to recommence participation with respect to the Offering Period in which such revocation becomes effective; however, the Participant shall be eligible to participate in future Offering Periods, subject to the terms and conditions of the Plan.
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5.7    Revocation of Subscription Agreement During an Enrollment Period.    At any time during an Enrollment Period, a Participant shall have the right to revoke his or her Subscription Agreement and unenroll in future Offering Periods, at such time and in such manner as prescribed by the Plan Administrator.

ARTICLE VI
TERMINATION OF EMPLOYMENT
        Unless otherwise provided by the Committee, upon a Participant's termination from employment with the Corporation for any reason or in the event that a Participant is no longer an Eligible Employee or if the Participant elects to revoke his or her Subscription Agreement pursuant to Section 5.6, any amounts credited to such Participant's Account shall be paid in a cash lump sum, without interest, to him or her via regular payroll as soon as administratively practicable following such event.

ARTICLE VII
ADJUSTMENTS
        In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Corporation, issuance of warrants or other rights to purchase Common Stock or other securities of the Corporation, or other similar corporate transaction or event affects the fair value of an option, then the Board shall adjust any or all of the following so that the fair value of the option immediately after the transaction or event is equal to the fair value of the option immediately prior to the transaction or event (a) the number and type of shares of Common Stock which thereafter may be made the subject of options, (b) the number and type of shares of Common Stock subject to outstanding options, and (c) the grant, purchase or exercise price with respect to any option or, if deemed appropriate, make provision for a cash payment to the holder of an option. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Corporation is subject. Upon the occurrence of any such adjustment, the Plan Administrator shall provide notice to each affected Participant of its computation of such adjustment, which shall be conclusive and shall be binding upon each such Participant.

ARTICLE VIII
AMENDMENT OR TERMINATION
        Except to the extent otherwise provided under applicable securities laws or listing rules, the Committee may, at any time and from time to time, alter, amend, suspend or terminate the Plan, any part thereof or any option thereunder as it may deem proper and in the best interests of the Corporation. Notwithstanding the foregoing, the Plan shall terminate as of the Purchase Day for the Offering Period in which Eligible Employees elect to participate for a number of shares of Common Stock greater than the number of shares remaining available for purchase. If the number of shares of Common Stock Participants elect to purchase with respect to an Offering Period shall be greater than the number of shares of Common Stock remaining available, the available shares shall on the Purchase Date be allocated among such Participants pro rata on the basis of the number of shares each Participant has elected to purchase.

ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1    Expenses of Administration.    No charge of any kind will be made by the Corporation against any Participant's Account for expenses incurred in the administration of the Plan other than the for the purchase of shares of Common Stock under the Plan. The Corporation will pay all fees and expenses
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incurred by the Corporation in connection with the administration of the Plan. Participants shall, however, remain responsible for payment of applicable commissions and brokerage fees, as applicable.
9.2    Investment Intent.    The Corporation may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.
9.3    Tax Withholding.    The Corporation shall have the right to deduct from all amounts payable to a Participant (whether under this Plan or otherwise) any taxes required by law to be withheld in respect of amounts payable under this Plan. The Corporation may permit a Participant to satisfy any tax-withholding obligation through the reduction of the Account balance on the Purchase Date by withholding a number of shares of Common Stock otherwise issuable to the Participant upon the Purchase Date having a Fair Market Value equal to the minimum withholding obligation and issuing a "net" number of shares to the Participant.
9.4    No Right to Continued Employment.    Neither the Plan nor any option granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Corporation.
9.5    Indemnification of Board and Committee.    No member of the Board or the Committee, nor any officer or Employee of the Corporation acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Corporation, and each Employee of the Corporation acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Corporation in respect of any such action, determination, or interpretation.
9.6    Applicable Law.    This Plan and related documents shall be governed by, and construed in accordance with, the laws of the State of Delaware. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue to be fully effective.
9.7    Plan Funds.    All amounts held by the Corporation in Accounts under the Plan may be used for any corporate purpose of the Corporation. No interest will be paid to any Employee or credited to his or her Account under this Plan.
9.8    Compliance with Governmental Laws and Stock Exchange Regulations.    The obligation of the Corporation to sell and deliver Common Stock under the Plan is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale or delivery of such Common Stock. The Corporation may, without liability to Participants, defer or cancel delivery of shares or take other action it deems appropriate in cases where applicable laws, regulations or stock exchange rules impose constraints on the normal Plan operations or delivery of shares.
9.9    Shareholder Approval.    The Plan shall be subject to approval by the shareholders of the Corporation within twelve months after the date the Plan is adopted by the Board. If such shareholder approval is not obtained prior to the first Purchase Day, the Plan shall be null and void and all Participants shall be deemed to have withdrawn all payroll deductions credited to their accounts on such Purchase Day.
II-6

~~Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Address Change? Mark box, sign,~~MMMMMMMMMMMM C123456789 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 You may vote online or by phone instead of mailing this card. Comerica’s employee benefit plan votes submitted electronically must be received by 11:59 PM, Central Time, on April 25, 2021. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/CMA or scan delete QR code and ~~indicate changes below: CONTROL NUMBER TO VOTE~~control # the QR cod e — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CMA Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF VOTING BY ~~INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. A. ELECTION OF DIRECTORS — The Board of Directors recommends a vote FOR all of the listed nominees.~~MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + 1. Nominees ~~FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01. Ralph W. Babb, Jr. 07.~~For Against Abstain For Against Abstain For Against Abstain 01 - Michael E. Collins 02 - Roger A. Cregg 03 - T. Kevin DeNicola 04 - Curtis C. Farmer 05 - Jacqueline P. Kane 06 - Richard G. Lindner 07 - Barbara R. Smith ~~02. Michael E. Collins 08.~~08 - Robert S. Taubman ~~03. Roger A. Cregg 09.~~09 - Reginald M. Turner, Jr. ~~04. T. Kevin DeNicola 10.~~10 - Nina G. Vaca ~~Please fold here – Do not separate 05. Jacqueline P. Kane 11.~~11 - Michael G. Van de Ven ~~06. Richard G. Lindner B. DIRECTOR PROPOSALS — The Board of Directors recommends a vote FOR Items 2, 3 and 4.~~For Against Abstain For Against Abstain 2. Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm ~~For Against Abstain~~ 3. Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation For Against Abstain For Against Abstain 4. Approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan ~~For Against Abstain~~5. Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan IN THEIR DISCRETION, PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE DIRECTOR NOMINEES AND FOR ITEMS 2, 3, 4 AND ~~4. Date Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy,~~5. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X 4 9 3 2 1 5 03EBIC MMMMMMMMM B DIRECTOR PROPOSALS — The Board of Directors recommends a vote FOR Items 2, 3, 4 and 5. A ELECTION OF DIRECTORS — The Board of Directors recommends a vote FOR all ~~persons should sign. Trustees, adminis-trators, etc., should include title and authority. Corporations should provide full name~~ of ~~corporation and title of authorized officer signing~~ the ~~Proxy.~~listed nominees. 2021 Annual Meeting Proxy Card1234 5678 9012 345

~~COMERICA INCORPORATED 2018 ANNUAL MEETING OF SHAREHOLDERS~~The 2021 Annual Meeting of Shareholders of Comerica Incorporated will be held on Tuesday, April ~~24, 2018~~27, 2021 at 9:30 a.m.~~, Central Time Comerica Bank Tower 1717 Main Street, 4th Floor Dallas, Texas 75201~~ CST virtually via the internet at www.meetingcenter.io/220952924. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — CMA2021. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April ~~24, 2018.~~27, 2021 The proxy statement and annual report to security holders ~~and additional soliciting materials~~ are available at ~~www.proxydocs.com/cma. proxy~~www.envisionreports.com/CMA q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + This Proxy is Solicited on Behalf of the Board of ~~Directors.~~Directors The undersigned appoints John D. Buchanan and Nicole V. Gersch, or either of them, as Proxies, each with the power to appoint his or her substitute, as the case may be, and authorizes them to represent and vote, as designated on the reverse side, all the shares of common stock of Comerica Incorporated held of record by the undersigned on February ~~23, 2018,~~26, 2021, at the Annual Meeting of Shareholders to be held on April ~~24, 2018,~~27, 2021, and any adjournments or postponements of the meeting. In their discretion, the Proxies are authorized to vote upon any other business that may properly come before the meeting. This card also constitutes voting instructions to the trustees or administrators, as applicable, of certain of Comerica’s employee benefit plans to vote shares attributable to accounts the undersigned may hold under such plans as indicated on the reverse of this card. If no voting instructions are provided, the shares will be voted in accordance with the provisions of the respective plans. COMERICA INCORPORATED 2018 ANNUAL MEETING OF SHAREHOLDERS APRIL 24, 2018 9:30 a.m., Central Time Vote by Internet, Telephone or Mail Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope provided. INTERNET www.proxydocs.com/cma Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CT) on April 23, 2018. For shares held in Comerica’s employee benefit plans, the deadline is 11:59 p.m. (CT) on April 22, 2018. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot. TELEPHONE 1-866-883-3382 Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 11:59 p.m. (CT) on April 23, 2018. For shares held in Comerica’s employee benefit plans, the deadline is 11:59 p.m. (CT) on April 22, 2018. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. (Items to be voted appear on reverse side) Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Change of Address — Please print new address below. + D Non-Voting Items C Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Proxy — Comerica Incorporated Small steps make an impact. Help the environment by consenting to receive electronic delivery. Sign up at www.envisionreports.com/CMA


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Sincerely,	~~Sincerely,~~

	~~Ralph W. Babb, Jr.~~Curtis C. Farmer Chairman, President and Chief Executive Officer	Barbara R. Smith Facilitating Director


~~EXECUTIVE SUMMARY~~NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS		1
~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS~~EXECUTIVE SUMMARY		8
~~PROXY STATEMENT~~		10
~~Questions and Answers~~		102
Proposal I Submitted for your Vote — Election of Directors		168
Information about Nominees		179
Board and Committee Governance		2314
Committees and Meetings of Directors		2417
Non-Management Directors and Communication with the Board		2719
Board Leadership Structure		2720
Role in Risk Oversight		2820
Transactions with Related Persons		2921
Director Independence		3023
Compensation Committee Interlocks and Insider Participation		3325
Compensation of Directors		3326
Proposal II Submitted for your Vote — Ratification of the Appointment of Independent Registered Public Accounting Firm		3628
Independent Registered Public Accounting Firm		3729
Audit Committee Report		3931
Executive Officers		4032
Proposal III Submitted for your Vote — Approval of a Non-Binding, Advisory Proposal Approving Executive Compensation		4236
Compensation Discussion and Analysis		4337
Governance, Compensation and Nominating Committee Report		7663
~~2017~~2020 Summary Compensation Table		7764
~~2017~~2020 Grants of Plan-Based Awards		7966
Outstanding Equity Awards at Fiscal Year-End ~~2017~~2020		8168
~~2017~~2020 Option Exercises and Stock Vested		8471
Pension Benefits at Fiscal Year-End ~~2017~~2020		8572
~~2017~~2020 Nonqualified Deferred Compensation		8874
Potential Payments upon Termination or Change of Control at Fiscal Year-End ~~2017~~2020		9076
Pay Ratio Disclosure		~~100~~80
Securities Authorized for Issuance under Equity Compensation Plans		~~101~~81
Proposal IV Submitted for your Vote — Approval of the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan		~~104~~84
Proposal V Submitted for your Vote — Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan		96
Security Ownership of Management		~~115~~100
Security Ownership of Certain Beneficial Owners		~~116~~102
~~Section 16(a) Beneficial Ownership Reporting Compliance~~Shareholder Proposals and Director Nominations for 2022 Annual Meeting		~~117~~104
~~Annual Report to~~General Information for Shareholders		~~118~~
~~Householding~~		~~118~~
~~Admission to~~ About the Annual Meeting		~~118~~
~~Other Matters~~		~~119~~105
Appendix I — Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan		I-1
~~Annex A~~Appendix II — ~~Reconciliation of Non-GAAP and GAAP Financial Measures~~Comerica Incorporated 2021 Employee Stock Purchase Plan		~~A-1~~II-1


Time and Date		9:30 a.m., Central Time, April 27, 2021
Place		Virtual Shareholder Meeting at www.meetingcenter.io/220952924
Record Date		February 26, 2021
Mailing Date		On or around March 16, 2021
Voting		Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
See the "General Information for Shareholders About the Annual Meeting" section of the proxy statement on page 105 for information about voting and attending the Annual Meeting virtually.


Proposals	Board Vote Recommendation	Page Reference
I. Election of directors	FOR EACH DIRECTOR NOMINEE	8
II. Ratification of Ernst & Young LLP as independent registered public accounting firm for 2021	FOR	28
III. Advisory approval of the Company's executive compensation	FOR	36
IV. Approval of the Comerica Incorporated Amended and Restated 2018 Long-Term Incentive Plan	FOR	84
V. Approval of the Comerica Incorporated 2021 Employee Stock Purchase Plan	FOR	96
VI. Other business that properly comes before the meeting


		By Order of the Board of Directors,

		John D. Buchanan Executive Vice President — Chief Legal Officer, and Corporate Secretary


~~Time and Date~~		~~9:30 a.m., Central Time, April 24, 2018~~
~~Place~~		~~Comerica Bank Tower, 1717 Main Street, 4~~^th ~~Floor, Dallas, Texas 75201~~
~~Record Date~~		~~February 23, 2018~~
~~Mailing Date~~		~~On or around March 13, 2018~~
~~Voting~~		~~Shareholders as of the record date are entitled to vote. Each share of common stock~~Founded in 1849, Comerica Incorporated (NYSE: CMA) is ~~entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.~~


	~~Board Vote~~ ~~Recommendation~~	~~Page~~ ~~Reference~~
~~Election of directors~~	~~FOR EACH DIRECTOR NOMINEE~~	16
~~Ratification of Ernst & Young LLP as independent registered public accounting firm for 2018~~	~~FOR~~	36
~~Advisory approval of the Company's executive compensation~~	~~FOR~~	42
~~Approval of the Comerica Incorporated 2018 Long-Term Incentive Plan~~	~~FOR~~	~~104~~




		~~Date:~~		~~April 24, 2018~~
		~~Time:~~		~~9:30 a.m., Central Time~~
		~~Place:~~		~~Comerica Bank Tower~~ ~~1717 Main Street, 4~~^th ~~Floor~~ ~~Dallas, Texas 75201~~


		~~By Order of the Board of Directors,~~

		~~John D. Buchanan~~ ~~Executive Vice President — Chief Legal Officer,~~ ~~and Corporate Secretary~~


		Michael E. Collins		Director since 2016
		Mr. Collins, ~~66,~~69, has served as the Chair and Senior Counselor of Blake Collins Group, a public relations and communications firm, since July 2013. He was an advisor to The Bancorp, Inc., a financial services institution, from July 2013 to November 2016. He also served as a consultant to the Federal Reserve Bank of Cleveland, a bank regulator, from November 2014 to March 2015 and as Executive Vice President and Lending Officer of the Federal Reserve Bank of Philadelphia, a bank regulator, from June 2009 to June 2011, where he worked in various capacities beginning in 1974. He was the President and Chief Executive Officer of TD Bank USA, a financial services institution, from March 2013 to July 2013 and Executive Vice President of TD Bank Group, a group of affiliated financial services entities, where he managed audit, legal, compliance, anti-money laundering, regulatory, loan review and government affairs functions from November 2011 to July 2013. He also was Executive Vice President of TD Bank Group and Strategic Advisor to TD Bank USA from September 2011 to October 2011. He was a director of Higher One Holdings, Inc. from April 2015 to August 2016. As a former banking and finance executive with nearly 40 years of regulatory experience, including service with the Federal Reserve Banks of Cleveland and Philadelphia, Mr. Collins brings to the Board a number of key skills, including a strong background in risk management and relevant business management experience, as well as a deep understanding of the financial services industry, including bank regulation. ~~His~~As the Chair of our Enterprise Risk Committee, his experience in identifying, assessing, and managing risk exposures of large, complex financial firms allows Mr. Collins to provide invaluable insight to Comerica.


		Roger A. Cregg		Director since 2006
		Mr. Cregg, ~~61, has been~~64, was President, Chief Executive Officer and a director of AV Homes, Inc., a developer and homebuilder in Florida, Arizona, Texas and North Carolina, ~~since~~from December ~~2012.~~2012 to October 2018. From August 2011 through November 2012, he served as Senior Vice President of Finance and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company. He served as Executive Vice President of PulteGroup, Inc. (formerly known as Pulte Homes, Inc.), a national homebuilding company, from May 2003 to May 2011 and Chief Financial Officer of PulteGroup, Inc. from January 1998 to May 2011. He served as Senior Vice President of PulteGroup, Inc. from January 1998 to May 2003. He was a director of the Federal Reserve Bank of Chicago, Detroit Branch, from January 2004 to December 2009 and served as Chair from January to December 2006. He has been a director of Sterling Construction Company, Inc. since May 8, 2019. As the ~~current~~former Chief Executive Officer ~~of a public company~~ and ~~the former~~ Chief Financial Officer of public companies, Mr. Cregg has demonstrated the leadership capability and extensive knowledge of complex financial and operational ~~issues.~~issues necessary to chair our Audit Committee.


		T. Kevin DeNicola		Director since 2006
		Mr. DeNicola, ~~63,~~66, is retired. He served as Chief Financial Officer of KIOR, Inc., a biofuels company, from November 2009 to January 2011. He was Senior Vice President and Chief Financial Officer of KBR, Inc., a global engineering, construction and services company, from June 2008 until October 2009. From June 2002 to January 2008, he was Senior Vice President and Chief Financial Officer of Lyondell Chemical Company, a global manufacturer of basic chemicals. Mr. DeNicola also served as Senior Vice President and Chief Financial Officer of Equistar Chemicals, LP and Millennium Chemicals Inc., both subsidiaries of Lyondell Chemical Company, from June 2002 to January 2008. In January 2009, Lyondell Chemical Company and certain of its subsidiaries, including Equistar Chemicals, LP and Millennium Chemicals Inc., filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. Lyondell emerged from bankruptcy in April 2010. He was also a director of Axiall Corporation (formerly Georgia Gulf Corporation) from September 2009 to August 2016. Mr. DeNicola is an experienced financial ~~leader with the skills necessary to lead our Audit Committee.~~leader. His service as Chief Financial Officer of public companies makes him a valuable asset, both on our Board of Directors and as ~~the Chairman~~a member of our Audit Committee. Mr. DeNicola's positions have provided him with a wealth of knowledge in dealing with financial and accounting matters. ~~He is also a licensed CPA.~~ The depth and breadth of his exposure to complex financial issues make him a skilled advisor.


		Curtis C. Farmer		Director since 2018
		Mr. Farmer, 58, has been Chairman (since January 2020); Chief Executive Officer (since April 2019); President (since April 2015); Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011) of Comerica Incorporated and Comerica Bank. Prior to joining Comerica, Mr. Farmer served as Executive Vice President and Wealth Management Director of Wachovia Corporation from October 2005 to October 2008. During his 23 years of service to Wachovia, he held a variety of positions of increasing scope and responsibility. Mr. Farmer is an experienced financial services executive who has been nominated to serve on the Board because of his extensive skills and institutional knowledge in the areas of business and consumer banking. As Chairman, President and CEO of Comerica, he has a deep understanding of all aspects of Comerica's core businesses and markets, and has also supervised Comerica's credit, marketing, enterprise technology and operations functions. At Comerica, Mr. Farmer successfully guided the Commercial Bank, Retail Bank and Wealth Management — along with several support functions — through the GEAR Up efficiency initiative and laid the foundation for Comerica to undergo the digital transformation that is underway today. Mr. Farmer is active in the banking industry and serves on the boards of the Bank Policy Institute and The Clearing House, as well as the Dallas Citizens Council. He also has broad experience in wealth management and leadership through his long tenure at Wachovia Corporation.
		Jacqueline P. Kane		Director since 2008
		Ms. Kane, ~~65,~~68, is retired. She served as Executive Vice President, Human Resources and Corporate Affairs, from February 2015 to January 2016, Senior Vice President, Human Resources and Corporate Affairs, from December 2004 to February 2015, Senior Vice President, Human Resources from June 2004 to December 2004, and Vice President, Human Resources from March 2004 to May 2004 for The Clorox Company, a manufacturer and marketer of consumer products. From March 2003 to January 2004, she was Vice President, Human Resources and Executive Leadership for The Hewlett-Packard Company, a technology company. Prior to her role at The Hewlett-Packard Company, Ms. Kane spent 22 years in human resources in the financial services industry. As a former senior executive with experience in human resources, including compensation matters, as well as experience in several of our key geographic markets, Ms. Kane has a unique and insightful perspective to offer the Board. As ~~a member~~Chair of our Governance, Compensation and Nominating Committee, she is able to use her experience and perspectives to offer best practices advice.


	1 ~~Source: SNL Financial~~


		Richard G. Lindner		Director since 2008
		Mr. Lindner, ~~63,~~66, is retired. He served as Senior Executive Vice President and Chief Financial Officer of AT&T, Inc. (formerly SBC Communications, Inc.), a telecommunications company, from May 2004 to June 2011. From October 2000 to May 2004, he was the Chief Financial Officer of Cingular Wireless LLC (now AT&T Mobility LLC), a wireless telecommunications company. From October 2002 to March 2007, he served as a director of Sabre Holdings. As the former Chief Financial Officer of AT&T, Inc., Mr. Lindner has demonstrated leadership capability and extensive knowledge of complex financial and operational issues facing large organizations. In addition, Mr. Lindner is able to draw upon, among other things, his knowledge of several of our key geographic markets that he has gained through experience in the telecommunications industry.
		Barbara R. Smith		Director since 2017
		Ms. Smith, ~~58,~~61, has been President, Chief Executive Officer and a director of Commercial Metals Company, a manufacturer, recycler and marketer of steel and metal products, since September 2017, and Chairman since January 2018. She joined Commercial Metals Company as Senior Vice President and Chief Financial Officer in 2011 and served in that capacity until she was promoted to Chief Operating Officer in 2016 and President and Chief Operating Officer in January 2017. Previously, she served as Vice President and Chief Financial Officer of Gerdau Ameristeel from ~~2007–2011~~2007-2011 and as Treasurer from 2006-2007. She also served as Senior Vice President and Chief Financial Officer of FARO Technologies, Inc. from February 2005 to July 2006. During the more than 20 prior years, Ms. Smith held positions of increasing financial leadership with Alcoa Inc. She was a director of Minerals Technologies Inc. from 2011 to July 2017, where she served as Chair of the Audit Committee and a member of the Compensation Committee. Ms. Smith brings to the Board a number of key skills, including relevant business leadership and management experience, expertise in geographic markets in which Comerica has a presence, ~~particularly~~including our headquarters market, and significant financial expertise garnered through the chief financial officer and treasury roles she has held during her professional career. Additionally, her strong leadership experience is instrumental in her service as Facilitating Director.


		Robert S. Taubman		Director since 2000⁽²⁾⁽¹⁾
		Mr. Taubman, ~~64, has been~~67, is Chairman, President and CEO of The Taubman ~~Centers, Inc., a real estate investment trust that~~Realty Group LLC, which owns, develops and operates regional shopping centers ~~nationally, since~~nationally. He was Chairman of Taubman Centers, Inc. from December 2001 to December 2020 and ~~has been~~was President and Chief Executive Officer of Taubman Centers, Inc.~~, since~~ from August ~~1992.~~1992 to December 2020. He has been Chairman of The Taubman Company LLC, a shopping center management company engaged in leasing, management and construction supervision, since December 2001 and has been President and Chief Executive Officer of The Taubman Company LLC since September 1990. He was a director of Sotheby's Holdings, Inc. from 2000 until his retirement in May 2016, and ~~has~~ served as a director of Taubman Centers, Inc. ~~since 1992.~~from 1992 until December 2020. As an executive involved in real estate development and operations, Mr. Taubman has demonstrated leadership capability and brings key experience in the real estate sector. He also brings insight through experience in many of Comerica's geographic markets.
		Reginald M. Turner, Jr.		Director since 2005
		Mr. Turner, ~~58,~~61, has been an attorney with Clark Hill, ~~PLC,~~ a law firm, since April 2000 and has served on the firm's Executive Committee since January 2016. He has been a director of Masco Corporation since March 1, 2015. Mr. Turner is active in public service and with civic and charitable organizations, serving in leadership positions with the American Bar Association, the Detroit Public Safety Foundation, the Detroit Institute of Arts, the Community Foundation for Southeast Michigan and the Hudson-Webber Foundation. As a lawyer, Mr. Turner has a unique legal and risk management perspective to offer the Board. He also has extensive involvement and experience in community affairs.
		Nina G. Vaca⁽³⁾⁽²⁾		Director since 2008
		Ms. Vaca, ~~46,~~49, has been Chairman and Chief Executive Officer of Pinnacle Technical Resources, Inc., a global workforce solutions provider offering staffing, ~~vendor management~~managed services, payrolling and ~~information technology services firm,~~independent contractor compliance and a proprietary talent platform, since she founded the company in October 1996. She also has been Chairman and Chief Executive Officer of Vaca Industries Inc., a privately-held management company, since April 1999. She has been a director of ~~Kohl's Corporation since March 2010 and a director of~~ Cinemark Holdings, Inc. since November ~~2014.~~2014 and also served as a director of Kohl's Corporation from March 2010 to May 2019. In 2014, the Obama Administration appointed Ms. Vaca as a Presidential Ambassador for Global Entrepreneurship. Ms. Vaca is also ~~Chairman Emeritus~~a Henry Crown Fellow at the Aspen Institute and a lifetime member of the ~~United States Hispanic Chamber of Commerce, and serves as Chairman of the United States Hispanic Chamber of Commerce Foundation.~~Council on Foreign Relations. As a chief executive officer with experience in ~~staffing, vendor management~~talent solutions, managed services and information technology, as well as successful entrepreneurial endeavors in the U.S. and abroad, Ms. Vaca offers a unique and insightful perspective to the Board.


		Michael G. Van de Ven		Director since 2016
		Mr. Van de Ven, ~~56,~~59, has been Chief Operating Officer of Southwest Airlines Co., a passenger airline, since May 2008. Previously, he served as Executive Vice President from May 2008 to January 2017, Chief of Operations from September 2006 to May 2008, Executive Vice President Aircraft Operations from November 2005 through August 2006, and Senior Vice President Planning from August 2004 to November 2005. He joined Southwest in 1993 and held various positions and responsibilities for the airline including financial planning and analysis, fleet planning, aircraft operations and schedule planning. He also served as senior audit manager for Ernst & Young LLP for 9 years ending in 1993 and is a licensed CPA. Mr. Van de Ven brings to the Board a number of key skills, including relevant business management experience, a strong background in risk management, expertise in geographic markets in which Comerica has a presence, particularly our headquarters market, and a deep understanding of financial planning and accounting, among others.



		Committee Chair: ~~T. Kevin DeNicola~~Roger A. Cregg Other Committee Members: Michael E. Collins ~~Roger A. Cregg~~T. Kevin DeNicola Richard G. Lindner Reginald M. Turner, Jr. ~~Nina G. Vaca~~ Meetings held in ~~2017:~~2020: 13 • All members are independent and financially literate in accordance with New York Stock Exchange ("NYSE") requirements • The Board ~~of Directors~~ has determined that Mr. Cregg, Mr. DeNicola and Mr. ~~Cregg~~Lindner are audit committee financial experts in accordance with SEC rules • None of the members of the Audit Committee serve on the audit committees of more than three public companies • Governed by a Board-approved Charter				This committee is responsible, among other things, for providing assistance to the Board by overseeing: (i) the integrity of Comerica's financial statements; (ii) Comerica's compliance with legal and regulatory requirements; (iii) the independent registered public accounting firm's qualifications and independence; and (iv) the performance of Comerica's internal audit function and independent registered public accounting firm, including with respect to both bank and non-bank subsidiaries; and by preparing the "Audit Committee Report" found in this proxy statement. A current copy of the charter of the Audit Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.



		Committee Chair: ~~Reginald M. Turner, Jr.~~Michael E. Collins Other Committee Members: ~~Michael E. Collins~~Roger A. Cregg T. Kevin DeNicola ~~Richard G. Lindner~~ Robert S. Taubman Reginald M. Turner, Jr. Nina G. Vaca Meetings held in ~~2017:~~2020: 4 • All members are independent • Mr. Collins has been designated the Board's risk expert • Governed by a Board-approved Charter				This committee has responsibility for the risk-management policies of Comerica's operations and oversight of the operation of Comerica's risk-management framework. A current copy of the charter of the Enterprise Risk Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.



		Committee Chair: ~~Richard G. Lindner~~Jacqueline P. Kane Other Committee Members: ~~Roger A. Cregg~~ ~~Jacqueline P. Kane~~Richard G. Lindner Barbara R. Smith Nina G. Vaca Michael G. Van de Ven Meetings held in ~~2017: 7~~2020: 8 • All members are independent • Governed by a Board-approved Charter				This committee, among other things, establishes Comerica's executive compensation policies and programs, ~~administers~~oversees administration of Comerica's 401(k), stock, incentive, pension and deferral plans, monitors compliance with laws and regulations applicable to the documentation and administration of Comerica's employee benefit plans, monitors the effectiveness of the Board, oversees corporate governance issues and periodically reviews succession plans for key officers of Comerica and reports to the Board on succession planning. Among its various other duties, this committee reviews and recommends to the full Board candidates to become Board members, develops and administers performance criteria for members of the Board, and oversees matters relating to the size of the Board, its committee structure and assignments, and the conduct and frequency of Board meetings. The Governance, Compensation and Nominating Committee also oversees the discussion, review and evaluation of our compensation plans as described below. This committee may delegate its authority to a subcommittee of its members and may allow limited delegations to management. Authority has been delegated to the Off-Cycle Equity Grant Subcommittee (which is composed of two independent directors) to make grants of stock awards, not to exceed 15,000 shares to any one individual per calendar year. A current copy of the charter of the Governance, Compensation and Nominating Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.



		Committee Chair: T. Kevin DeNicola Other Committee Members: Michael E. Collins Roger A. Cregg Richard G. Lindner Reginald M. Turner, Jr. ~~Nina G. Vaca~~ ~~Did not meet~~Meetings held in ~~2017~~2020: 1 • All members are independent • Governed by a Board-approved Charter				This committee assists the Board in promoting the best interests of Comerica by reviewing evidence of potential material violations of securities law or breaches of fiduciary duties or similar violations by Comerica or any officer, director, employee, or agent thereof, providing recommendations to address any such violations, and monitoring Comerica's remedial efforts with respect to any such violations. A current copy of the charter of the Qualified Legal Compliance Committee is available to security holders on Comerica's website at www.comerica.com or may be obtained in print by making a written request to the Corporate Secretary.




Elements of 2017 Compensation	Amount		Elements of 2020 Annual Compensation

Annual Retainer (cash)	$	50,000	Retainer (cash)	$	100,000
Annual Audit Committee Chair and Vice Chair Retainer (cash)⁽¹⁾	$	20,000	Audit Committee Chair Retainer and Facilitating Director Retainer (cash)	$	30,000
Annual Committee Chair and Vice Chair Retainer (other than Audit Committee) (cash)⁽²⁾	$	20,000	Enterprise Risk Committee and Governance, Compensation and Nominating Committee Chair Retainer (cash)	$	25,000
Annual Facilitating Director Retainer (cash)	$	25,000	Qualified Legal Compliance Committee Chair Retainer (cash)	$	20,000
Board or Committee Meeting Fees — per meeting (cash)	$	1,500	Audit Committee Member Retainer (cash)	$	10,000
Board-Sponsored Training Seminar Fees — per seminar (cash)	$	1,500	Board or Committee Meeting Fees — per meeting (cash)		N/A
Briefing Fees — per briefing session (cash)	$	1,500	Board-Sponsored Training Seminar Fees — per seminar (cash)		N/A
Restricted Stock Unit Award⁽³⁾	$	100,000	Briefing Fees — per briefing session (cash)		N/A
			Restricted Stock Unit Award⁽¹⁾	$	105,000




Name(1)	Fees Earned or Paid in Cash(2) ($)	Stock Awards(3) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)(5)	All Other Compensation ($)	Total ($)	Name(1)	Fees Earned or Paid in Cash(2) ($)	Stock Awards(3) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings(4)(5)	All Other Compensation ($)	Total ($)

Michael E. Collins	90,500	100,076	—	—	—	—	190,576	Michael E. Collins	135,000	105,002	—	—	—	—	240,002
Roger A. Cregg	101,000	100,076	—	—	—	—	201,076	Roger A. Cregg	110,000	105,002	—	—	—	—	215,002
T. Kevin DeNicola	136,674	100,076	—	—	—	—	236,750	T. Kevin DeNicola	160,000	105,002	—	—	—	—	265,002
Jacqueline P. Kane	78,500	100,076	—	—	—	—	178,576	Jacqueline P. Kane	125,000	105,002	—	—	—	—	230,002
Richard G. Lindner	129,674	100,076	—	—	—	—	229,750	Richard G. Lindner	110,000	105,002	—	—	—	—	215,002
Alfred A. Piergallini(6)	62,000	100,076	—	—	—	—	162,076	Barbara R. Smith	130,000	105,002	—	—	—	—	235,002
Barbara R. Smith	13,473	—	—	—	—	—	13,473	Robert S. Taubman	100,000	105,002	—	—	—	—	205,002
Robert S. Taubman	74,000	100,076	—	—	—	—	174,076	Reginald M. Turner, Jr.	110,000	105,002	—	—	—	—	215,002
Reginald M. Turner, Jr.	116,674	100,076	—	—	—	—	216,750	Nina G. Vaca	100,000	105,002	—	—	—	—	205,002
Nina G. Vaca	99,500	100,076	—	—	—	—	199,576	Michael G. Van de Ven	100,000	105,002	—	—	—	—	205,002
Michael G. Van de Ven	77,000	100,076	—	—	—	—	177,076




		Deferred Compensation Plans				Non-employee directors can defer some or all of their cash compensation into either a stock-settled plan — where deferred compensation earns a return based on the return of Comerica Common Stock during the deferral period — or a cash-settled investment fund plan — where deferred compensation earns a return based on broad-based investment funds elected by the director.

		Equity Incentive Plans				A total of 350,000 shares of Comerica Common Stock can be issued as stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards under the 2015 Incentive Plan for Non-Employee Directors. Please see "Proposal IV- Approval of the Amended and Restated Comerica Incorporated 2018 Long-Term Incentive Plan" for proposed changes to this plan.

		Retirement Plans				No retirement plan is currently offered to non-employee directors.
						Mr. ~~Piergallini and Mr.~~ Taubman ~~have~~has vested benefits under legacy plans that were terminated in 1998. ~~They~~He will receive a monthly benefit of $1,666.67 ~~(for~~for 120 months, ~~in the case of Mr. Taubman, and for 83 months, in the case of Mr. Piergallini),~~ payable when ~~the director reaches age 65 or~~he retires from the Board, ~~whichever occurs later,~~ except in the case of illness or disability. There is no survivor benefit.

	2017		2016		2020		2019

Audit Fees	$	2,724,508	$	2,590,577	$	3,124,977	$	3,633,654
Audit-Related Fees		295,400		328,200		283,724		302,369
Tax Fees		677,820		59,172		160,959		126,248
All Other Fees		113,309		294,346		57,722		254,165

	$	3,811,037	$	3,272,295	$	3,627,382	$	4,316,436


Footnote:
(1)		For purposes of the foregoing, permitted non-audit services shall not, unless otherwise allowed under applicable laws, include: (i) bookkeeping or other services related to the accounting records or financial statements of Comerica; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser, or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

~~Name~~			~~Principal Occupation and~~ ~~Business Experience During~~ ~~Past 5 Years~~⁽¹⁾	~~Executive~~ ~~Officer~~

Ralph W. Babb, Jr.*		69	John D. Buchanan, EVP, Chief Legal Officer and Corporate Secretary Executive Officer (since January 2002), Chairman (since October 2002), President (January 2002 to April 2015), Chief Financial Officer (June 1995 to April 2002) and Vice Chairman (March 1999 to January 2002), Comerica Incorporated and Comerica Bank.	~~1995-Present~~
since 2015John D. Buchanan*		54	Mr. Buchanan, 57, has been Executive Vice President —(since August 2015) and Chief Legal Officer ~~(since August 2015)~~ and Corporate Secretary (since January 2016), of Comerica Incorporated and Comerica Bank; previously, he served as Senior Vice President, General Counsel and Corporate Secretary (February 2012 to August 2015), Federal Reserve Bank of Dallas (regulatory agency)~~; Senior Executive Vice President (February 2011 to February 2012) and General Counsel and Corporate Secretary (May 2007 to February 2011), Regions Financial Corporation (financial services company)~~.	~~2015-Present~~


Megan D. Burkhart*Burkhart, EVP, Chief Human Resources Officer		46	Executive Officer since 2010 Ms. Burkhart, 49, has been Executive Vice President, Chief Human Resources Officer (since January 2010) and Senior Vice President and Director of Compensation (February 2007 to January 2010), Comerica Incorporated and Comerica Bank.	~~2010-Present~~
Muneera S. Carr*

	49	~~Chief Financial~~J. McGregor Carr, EVP, Wealth Management Executive Officer ~~(since January 2018), Chief Accounting Officer (July 2010 to January 2018),~~since March 2020 Mr. Carr, 53, has been Executive Vice President, Wealth Management (since ~~February 2013) and Senior Vice President (February 2010 to February 2013)~~March 2020), Comerica Incorporated and Comerica Bank; previously, he served as Senior ~~Vice President, Head of Accounting Policy (June 2009~~Managing Director, Southeast Region (October 2017 to ~~January 2010)~~February 2020) and Regional Managing Director (2008 to October 2017), ~~SunTrust Banks, Inc. (financial services company).~~Wells Fargo Bank, N.A.	~~2010-Present~~


Melinda A. Chausse, EVP and Chief Credit Officer Executive Officer since May 2020 Ms. Chausse, 55, has been Executive Vice President and Chief Credit Officer, Comerica Incorporated and Comerica Bank (since May 2020); she previously served as Executive Vice President (August 2010 to May 2020) and Executive Director of Commercial Underwriting (February 2017 to May 2020) and Executive Director, Business Banking (July 2013 to February 2017), Comerica Bank.
~~Name~~	~~Age as~~		of ~~March 13,~~ ~~2018~~			~~Principal Occupation and~~ ~~Business Experience During~~ ~~Past 5 Years~~⁽¹⁾	~~Executive~~ ~~Officer~~

	Megan D. Crespi, EVP and Chief Enterprise Technology & Operations Services Officer Executive Officer since March 2020 Ms. Crespi, 47, has been Executive Vice President and Chief Enterprise Technology & Operations Services Officer (since March 2020), Comerica Incorporated and Comerica Bank; prior to that, she was Chief Technology Officer (November 2018 to March 2020) and Chief Information Officer — Auto Finance (August 2014 to October 2018), Ally Financial.


*Curtis C. FarmerFarmer, Chairman, President and CEO**		55		Executive Officer since 2008 Mr. Farmer, 58, has been Chairman (since January 2020), President (since April 2015) and Chief Executive Officer (since April 2019); Vice Chairman (April 2011 to April 2015) and Executive Vice President (October 2008 to April 2011), Comerica Incorporated and Comerica Bank. He has also been a director of Comerica Incorporated since July 2018.	~~2008-Present~~


Peter W. Guilfoile*		57		James J. Herzog, EVP and CFO Executive ~~Vice President and~~Officer since 2019 Mr. Herzog, 58, has been Chief ~~Credit~~Financial Officer (since February ~~2015), Comerica Incorporated~~2020) and Comerica Bank; Executive Vice President, National Credit Administration Manager (May 2013 to January 2015) and Senior Vice President and Chief Credit Officer — Western Market (March 2009 to August 2013), Comerica Bank.	~~2015-Present~~
Michael H. Michalak*		60		~~Chief Risk Officer (since February 2014),~~ Executive Vice President (since November ~~2007)~~2011), Interim Chief Financial Officer (September 2019 to February 2020) and Treasurer ~~(July~~(November 2011 to ~~November 2011)~~February 2020), Comerica Incorporated and Comerica Bank.	~~2003-Present~~


Cassandra M. McKinney, EVP, Retail Bank Executive Officer since April 2020 Ms. McKinney, 60, has been Executive Vice President, Retail Bank, Comerica Incorporated and Comerica Bank (since April 1, 2020); and Senior Vice President, Retail Bank (since 2005), Comerica Bank.


	Christine M. Moore*Moore, EVP and General Auditor			55	Executive Officer since 2016 Ms. Moore, 58, has been Executive Vice President (since July 2016), General Auditor (since May 2016), Senior Vice President (January 2007 to July 2016), Deputy General Auditor (September 2013 to May 2016), and Audit Director (January 2007 to September 2013), Comerica Incorporated and Comerica Bank.	~~2016-Present~~
Paul R. Obermeyer*

60	Jay K. Oberg, EVP and Chief Risk Officer Executive Officer since 2019 Mr. Oberg, 51, has been Chief Risk Officer (since January 2019), Executive Vice President (since ~~September 2010)~~January 2017), ~~Chief Enterprise Technology~~ and ~~Operational Services Officer (since April 2017) and Chief Information Officer (November 2010~~Senior Vice President (October 2007 to ~~April~~January 2017), Comerica ~~Incorporated; Executive Vice President (since September 2005),~~Incorporated and Comerica Bank.		~~2010-Present~~


Mauricio A. Ortiz, SVP and CAO		Executive Officer since 2018 39	Mr. Ortiz, 42, has been Chief Accounting Officer (since January 2018), Senior Vice President (since February 2015), Assistant Controller (February 2015 to January 2018) and Vice President, Accounting Policy and Research (July 2011 to February 2015), Comerica Incorporated and Comerica Bank.


	Peter L. Sefzik, EVP, Commercial Bank Executive Officer from 2015-2018 and May 2019- Present Mr. Sefzik, 45, has been Executive Vice President, Commercial Bank (since July 2018), Comerica Incorporated and Comerica Bank; Executive Vice President (September 2015 to July 2018), Comerica Incorporated; President — Texas Market (September 2015 to July 2018) and Senior Vice President (April 2010 to September 2015), Comerica Bank.


James H. Weber, EVP and Chief Experience Officer Executive Officer since 2019 Mr. Weber, 58, has been Chief Experience Officer (since January ~~2018-Present~~2020), Executive Vice President (since February 2012) and Chief Marketing Officer (February 2012 to January 2020); and Senior Vice President, Corporate Marketing and Communications (July 2007 to February 2012), Comerica Incorporated.


~~EXECUTIVE SUMMARY~~			44
~~Business Highlights for 2017~~			44
~~Compensation Highlights for 2017~~			45
~~COMPENSATION DECISIONS FOR THE 2017 PERFORMANCE PERIOD~~			46
~~Shareholder Outreach~~			46
~~Compensation Decisions for the Named Executive Officers~~			47
~~Realized Compensation~~			53
~~COMPENSATION PHILOSOPHY AND OBJECTIVES~~			54
~~Pay Practices~~			54
~~Roles and Responsibilities~~			55
~~Peer Group and Benchmarking~~			56
~~COMPENSATION ELEMENTS~~			57
~~Pay Mix Allocation~~			57
~~Base Salary~~			57
~~Incentive Compensation~~			58
~~Short-Term Incentive (AEI)~~			58
~~Long-Term Incentives~~			61
~~Other Benefits Programs and Compensation~~			66
~~Perquisite Policy~~			67
~~Looking Forward — 2018 Compensation Design Changes~~			67
~~OTHER COMPENSATION PRACTICES AND POLICIES~~			70
~~Stock Ownership Guidelines~~			70
~~Restrictions on Hedging and Pledging~~			70
~~Employment Contracts and Severance or Change of Control Agreements~~			70
~~Deductibility of Executive Compensation~~			72
~~Stock Granting Policy~~			72
~~Clawback Policies~~			73
~~Compensation Policies and Procedures that Affect Risk Management~~			73
~~GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE REPORT~~			76
~~COMPENSATION TABLES~~			77




		Named Executive Officers

		~~Ralph W. Babb, Jr.~~Curtis C. Farmer				Chairman, ~~of the Board~~President and Chief Executive Officer

		~~David E. Duprey~~James J. Herzog⁽¹⁾				Executive Vice President and Chief Financial Officer⁽¹⁾

		J. McGregor Carr				Executive Vice President, Wealth Management

		Megan D. Crespi				Executive Vice President and Chief ~~Financial~~Enterprise Technology & Operations Services Officer

		~~Curtis C. Farmer~~				~~President~~

		John D. Buchanan				Executive Vice President, - Chief Legal Officer, and Corporate Secretary

		~~Michael H. Michalak~~				~~Executive Vice President and Chief Risk Officer~~




2017 Salary Increases

	Percent Increase	2017 Base Salary

Mr. Babb	2.0%	$1,290,000

Mr. Duprey	4.0%	$624,000

Mr. Farmer	3.0%	$721,000

Mr. Buchanan	3.1%	$593,000

Mr. Michalak⁽¹⁾	10.0%	$550,000




2017 Annual Performance

Metric	CMA Goal	CMA Actual Performance	Achievement
EPS excluding non-performance items	$3.75	$4.90	131%
ROA excluding non-performance items	0.93%	1.23%	132%
Total Weighted Achievement			131%
Total Funding as a Percent of Target			200%