SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GUMMER CHARLES L

(Last)

(First)

(Middle)

COMERICA INCORPORATED

1717 MAIN STREET, MC 6507

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMERICA INC /NEW/ [ CMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								88,671⁽¹⁾	D
Common Stock								1,500	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$51.43							01/22/2002⁽²⁾	05/02/2011	Common Stock	15,800		15,800	D
Employee Stock Option (right to buy)	$63.2							01/21/2003⁽²⁾	04/17/2012	Common Stock	24,800		24,800	D
Employee Stock Option (right to buy)	$40.32							01/27/2004⁽²⁾	04/17/2013	Common Stock	24,500		24,500	D
Employee Stock Option (right to buy)	$52.5							01/26/2005⁽²⁾	04/16/2014	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$54.99							01/25/2006⁽²⁾	04/21/2015	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$56.47							01/24/2007⁽²⁾	02/15/2016	Common Stock	20,500		20,500	D
Employee Stock Option (right to buy)	$58.98							01/23/2008⁽²⁾	01/23/2017	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$37.45							01/22/2009⁽²⁾	01/22/2018	Common Stock	25,000		25,000	D
Employee Stock Option (right to buy)	$17.32							01/27/2010⁽²⁾	01/27/2019	Common Stock	23,300		23,300	D
Phantom Stock Units⁽³⁾	⁽⁴⁾	10/29/2010		A		416		02/05/2011⁽⁵⁾	02/05/2011⁽⁵⁾	Common Stock	416	$0	7,388	D
Employee Stock Option (right to buy)	$39.16							07/27/2011⁽²⁾	07/27/2020	Common Stock	18,500		18,500	D

Explanation of Responses:

1. Includes shares acquired through employee stock plans, shares purchased with reinvested dividends and stock units held pursuant to a deferred compensation plan as of October 29, 2010.

2. Shares of restricted stock awarded under issuer's Long-Term Incentive Plan.

3. The phantom stock units represent a portion of the reporting person's base salary.

4. Each phantom stock unit is the economic equivalent of one share of Comerica Incorporated common stock.

5. Phantom stock units will be settled in cash on the earlier to occur of February 5, 2011 or the reporting person's death.

Remarks:

	/s/ Jennifer S. Perry, on behalf of Charles L. Gummer through Power of Attorney	11/02/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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