ITEM 5.02                DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
                         APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
                         OFFICERS.

On January 24, 2023, the Governance, Compensation and Nominating Committee (the "Committee") of the Board of Directors of Comerica Incorporated ("Comerica") approved the promotion of several officers. Executive Vice President Peter L. Sefzik, age 47, has been named Senior Executive Vice President and Chief Banking Officer; Executive Vice President and Chief Enterprise Technology and Operations Services Officer Megan D. Crespi, age 49, has been named Senior Executive Vice President and Chief Operating Officer; Executive Vice President and Chief Financial Officer James J. Herzog, age 60, has been named Senior Executive Vice President and Chief Financial Officer; and Executive Vice President and Chief Risk Officer Jay K. Oberg, age 53, has been named Senior Executive Vice President and Chief Risk Officer of Comerica and Comerica Bank, all effective January 27, 2023.

Biographical information is available on pages 35-39 of our definitive proxy statement for the 2022 Annual Meeting , filed with the Securities and Exchange Commission on March 15, 2022, which is incorporated herein by reference. There are no arrangements or understandings between Ms. Crespi and any other persons pursuant to which she was appointed as an officer, and Ms. Crespi has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Crespi does not have a family relationship with any member of the Board or any executive officer of Comerica.

In connection with the promotions, Comerica will increase Mr. Sefzik's base salary to $650,000 per year, Ms. Crespi's base salary to $605,000 per year, Mr. Herzog's base salary to $675,000 per year and Mr. Oberg's base salary to $565,000 per year. With the new promotions, the Annual Executive Incentive Program ("AEI") individual incentive targets under the Comerica Incorporated 2016 Management Incentive Plan, as amended and/or restated from time to time will be 100% of base salary for Mr. Herzog and 90% for Mr. Sefzik, Ms. Crespi and Mr. Oberg, and their AEI individual incentive maximum will be 200% and 180% of base salary, respectively.

The promotions occurred concurrently with Comerica's annual equity grant cycle, and as part of the annual grant, Mr. Sefzik received equity grants valued at a total of approximately $1,200,000, Ms. Crespi received equity grants valued at a total of approximately $850,000, Mr. Herzog received equity grants valued at a total of approximately $1,300,000, and Mr. Oberg received equity grants valued at a total of approximately $700,000, all as of the grant date of January 24, 2023. In each case, 60% of the equity award was allocated toward a target number of performance-based restricted stock units under the senior executive long-term performance program ("SELTPP"); 30% of the equity award was allocated toward restricted stock units, and 10% of the equity award was allocated toward stock options.

All of the equity grants were made under Comerica's Amended and Restated 2018 Long-Term Incentive Plan. The target grant of SELTPP restricted stock units is subject to an updated form of SELTPP agreement approved by the Committee on January 24, 2023 and attached hereto as Exhibit 10.1N, and is incorporated herein by reference. The updated SELTPP agreement amends the calculation method for Comerica's average return on common equity excluding certain non-performance items and makes certain clarifying changes regarding TSR calculations, and was used for all of the January 2023 SELTPP grants. It will be eligible to vest over a three-year performance period (2023-2025), relative to targets established toward the beginning of the performance period, with settlement occurring after the end of the performance period. The description in this Current Report on Form 8-K of the new form of SELTPP agreement is qualified in its entirety by reference to the attached exhibit. The grant of restricted stock units is subject to Comerica's standard employee restricted stock unit agreement (2020 non-cliff vesting version), with 50% of the shares vesting on the second anniversary of the grant date and 25% vesting on each of the third and fourth anniversaries of the grant date. The grant of stock options is subject to Comerica's standard non-qualified stock option agreement, with the stock options vesting 25% per year over four years and having a term of 10 years. Additional information about Comerica's executive compensation program can be found in its

2022 Proxy Statement .

ITEM 7.01 REGULATION FD DISCLOSURE.

On January 25, 2023, Comerica issued a press release regarding the organizational changes. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Items 7.01 and 9.01 of this report (including Exhibit 99.1 hereto) is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of

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1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.




                 ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.



  (d) Exhibits

10.1N Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Comerica Incorporated 2018 Long-Term Incentive Plan (2023 version)

99.1 Press releas e dated January 25 , 2023

104 The cover page from Comerica's Current Report on Form 8-K, formatted in Inline XBRL

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