TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT ITEM 5.04 PLANS.

Comerica maintains the Comerica Incorporated Preferred Savings Plan, including
its Defined Contribution Feature (collectively, the "401(k) Plan"), and one of
the investments in the 401(k) Plan is common stock of Comerica, par value $5.00
per share ("Comerica Common Stock"), which is held through a Comerica Common
Stock fund (the "Comerica Stock Fund"). Under the 401(k) Plan, the Comerica
Stock Fund has been generally frozen to new investments since September 16, 2008
(other than the continuing reinvestment of cash dividends on Comerica Stock Fund
investments that existed prior to September 16, 2008).
In order to transition the administrative record-keeping of the 401(k) Plan from
the current service provider to a new service provider, Fidelity Investments, a
"blackout period" will be imposed on transactions involving the Comerica Stock
Fund under the 401(k) Plan. During the blackout period, account files will be
moved to the new service provider, processed and verified for accuracy. During
the blackout period, participants in the 401(k) Plan will be temporarily unable,
among other things, to change investment elections and fund allocations in the
401(k) Plan with respect to the Comerica Stock Fund, to take distributions
(including final distributions) of amounts invested in the Comerica Stock Fund
under the 401(k) Plan, and to take loans of money invested in the Comerica Stock
Fund under the 401(k) Plan. The blackout period for the 401(k) Plan is expected
to begin at 4 p.m. Eastern Time on June 26, 2020 and is expected to end during
the calendar week of July 12, 2020. The Company received a notice under section
101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 with
respect to the blackout period on April 27, 2020.
As a result of the foregoing, on April 30, 2020, the Company sent a notice to
its directors and executive officers informing them of the blackout period,
during which time they will be prohibited from engaging in certain transactions
in equity securities of the Company (the "Notice"). The Notice was provided to
the Company's directors and executive officers pursuant to the requirements of
Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and
Exchange Commission's Regulation BTR. A copy of the Notice is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
herein.
The individuals designated to respond to inquiries regarding the blackout period
are Nicole Gersch, Senior Vice President and General Counsel, Corporate Finance
and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas,
75201, Telephone: (214) 462-4302 or Jennifer Perry, Senior Vice President and
Assistant General Counsel, Corporate Finance and Securities, Comerica
Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214)
462-4311. During the blackout period and for a period of two years after the
ending date of the blackout period, a security holder or other interested person
may obtain, without charge, the actual beginning and ending dates of the
blackout period by contacting either of the above individuals.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Comerica Incorporated ("Comerica") held its 2020 Annual Meeting of Shareholders on April 28, 2020. Matters voted upon by shareholders at that meeting were:


    (i)   the election of eleven directors;
    (ii)  the ratification of the appointment of Ernst & Young LLP as independent
          registered public accounting firm for the fiscal year ending
          December 31, 2020; and
          the approval of a non-binding, advisory proposal approving executive
    (iii) compensation.

The final number of votes cast for, against or withheld (if applicable), as well as the number of abstentions and broker non-votes, with respect to each matter is set forth below.

Proposal 1

The director nominees listed below each received a majority of the votes cast that were present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal, and such individuals were each elected to serve as a director with a one-year term expiring in 2021. The results were as follows:

--------------------------------------------------------------------------------




Director Nominees             For         Against     Abstained    Broker Non-Vote
Michael E. Collins        104,414,402      645,852      156,055         14,702,863
Roger A. Cregg            100,566,773    4,520,646      128,890         14,702,863
T. Kevin DeNicola         100,249,650    4,844,572      122,087         14,702,863
Curtis C. Farmer           98,599,348    5,851,208      765,753         14,702,863
Jacqueline P. Kane        101,885,810    3,186,234      144,265         14,702,863
Richard G. Lindner        101,226,484    3,852,961      136,864         14,702,863
Barbara R. Smith          104,606,617      495,266      114,426         14,702,863
Robert S. Taubman         101,331,275    3,750,245      134,789         14,702,863
Reginald M. Turner, Jr.   100,432,589    4,658,208      125,512         14,702,863
Nina G. Vaca              102,042,250    3,008,420      165,639         14,702,863
Michael G. Van de Ven     104,252,069      835,038      129,202         14,702,863



Proposal 2

The proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020 was approved. The results were as follows:



     For           Against       Abstained    Broker Non-Vote
113,968,105      5,862,512        88,555                    0



Proposal 3

The nonbinding, advisory proposal approving executive compensation was approved. The results were as follows:


     For           Against       Abstained     Broker Non-Vote

100,060,981 4,631,051 524,277 14,702,863

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