TCF FINANCIAL CORP (Form: 10-K, Received: 03/02/2020 14:38:56)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. 000-08185

TCF Financial Corporation

(Exact name of registrant as specified in its charter)



Michigan	38-2022454
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

333 W. Fort Street, Suite 1800

Detroit, Michigan 48226

(Address and Zip Code of principal executive offices)

(800) 867-9757

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $1 per share)	TCF	The NASDAQ Stock Market
Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock	TCFCP	The NASDAQ Stock Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the close price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter as reported by The NASDAQ Stock Market, was $2,866,504,997.

As of February 24, 2020, there were 152,776,438 shares outstanding of the registrant's common stock, par value $1 per share, its only outstanding class of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Specific portions of the Registrant's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders to be held on May 6, 2020 are incorporated by reference into Part III hereof.

TABLE OF CONTENTS



Description		Page

Part I
Item 1.	Business	1
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	27

Part II
Item 5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	28
Item 6.	Selected Financial Data	31
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 8.	Financial Statements and Supplementary Data	72
	Report of Independent Registered Public Accounting Firm	72
	Consolidated Financial Statements	75
	Notes to Consolidated Financial Statements	81
	Other Financial Data	152
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	153
Item 9A.	Controls and Procedures	153
	Management's Report on Internal Control Over Financial Reporting	154
	Report of Independent Registered Public Accounting Firm	155
Item 9B.	Other Information	156

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	156
Item 11.	Executive Compensation	156
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	157
Item 13.	Certain Relationships and Related Transactions, and Director Independence	157
Item 14.	Principal Accounting Fees and Services	157

Part IV
Item 15.	Exhibits, Financial Statement Schedules	157
Signatures		161

Part I

Item 1. Business

General

TCF Financial Corporation ("TCF") is a financial holding company, a Michigan corporation incorporated in 1973 and headquartered in Detroit, Michigan. TCF completed a merger of equals with Chemical Financial Corporation ("Merger of Equals") on August 1, 2019. We had total assets of $46.7 billion at December 31, 2019 and were the 28^th largest publicly traded bank holding company in the United States based on total assets at December 31, 2019.

Through our wholly-owned bank subsidiary, TCF National Bank, a national banking association ("TCF Bank") with its main office in Sioux Falls, South Dakota, we provide a full range of consumer-facing and commercial services, including consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial customers. As of December 31, 2019, we had 520 branches primarily located in Michigan, Minnesota, Illinois, Ohio, Colorado and Wisconsin (our "primary banking markets"). We also conduct business across all 50 states and Canada through our specialty lending and leasing businesses.

References herein to "TCF Financial" refer to TCF Financial Corporation on an unconsolidated basis. TCF Financial Corporation (together with its direct and indirect subsidiaries, are referred to as "we," "us," "our," "TCF" or the "Corporation".

Merger of Equals

On August 1, 2019 (the "Merger Date"), TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), merged with and into Chemical Financial Corporation ("Chemical"), with Chemical surviving the merger (the "Merger"). Immediately following the Merger, Chemical’s wholly owned bank subsidiary, Chemical Bank, a Michigan state-chartered bank, merged with and into TCF Bank, with TCF Bank surviving the merger. Upon completion of the Merger, Chemical was renamed TCF Financial Corporation.

The Merger was accounted for as a reverse merger using the acquisition method of accounting, therefore, Legacy TCF was deemed the acquirer for financial reporting purposes, even though Chemical was the legal acquirer. Accordingly, Legacy TCF's historical financial statements are the historical financial statements of the combined company for all periods before the Merger Date. Our results of operations for the year ended December 31, 2019 include the results of operations of Chemical on and after August 1, 2019. Results for periods before August 1, 2019 reflect only those of Legacy TCF and do not include the results of operations of Chemical. Accordingly, comparisons of our results for the year ended December 31, 2019 with those of prior periods may not be meaningful. The number of shares issued and outstanding, earnings per share, additional paid-in-capital, dividends paid and all references to share quantities of TCF have been retrospectively adjusted to reflect the equivalent number of shares issued in the Merger. See "Note 2. Merger" of the Notes to Consolidated Financial Statements for further information. In addition, the assets, including the intangible assets identified, and liabilities of Chemical as of the Merger Date have been recorded at their estimated fair value and added to those of Legacy TCF.

Reportable Segments

Our reportable segments are Consumer Banking, Commercial Banking and Enterprise Services. In connection with the Merger, we renamed the Wholesale Banking segment to Commercial Banking to align with the way it is now managed.

Consumer Banking Segment

Consumer Banking is comprised of all of our consumer and small business-facing businesses and includes Retail Banking, Wealth Management, Residential and Consumer Lending, and Business Banking. Our consumer banking strategy is primarily to generate deposits and originate high credit quality loans for investment and sale. Deposits are generated from consumers and small businesses to provide a source of low-cost funds, with a focus on building and maintaining quality customer relationships.

Retail Banking We offer an array of solutions for consumers and small businesses through its physical and digital distribution channels. We offer a broad selection of deposit and lending services including (i) checking and savings accounts, (ii) credit and debit cards, (iii) check cashing and remittance services and (iv) residential, consumer and small business lending.

Deposits are our primary source of funds for use in lending and for other general business purposes. Deposit inflows and outflows are significantly influenced by general interest rates, market and competitive conditions and other economic factors. We acquire deposits from within our primary banking markets through (i) checking, savings and money market accounts, (ii) certificates of deposit and (iii) individual retirement accounts. Such deposit accounts provide fee income, including fees and service charges.

At December 31, 2019, we had 520 branches, consisting of 396 traditional branches, 121 supermarket branches and three campus branches. We operate 236 branches in Michigan, 120 in Illinois, 85 in Minnesota, 32 in Colorado, 22 in Ohio, 17 in Wisconsin, seven in Arizona, and one in South Dakota. We also offer 1,099 ATMs across our primary banking markets.

Providing a wide range of retail banking services is an integral component of our business philosophy. Primary drivers of our fees and service charges include the number of customers we attract, our customers' level of engagement and the frequency with which our customer uses our solutions. Our business philosophy is to offer our customers an "easy-to-bank-with" experience, with multiple solutions that benefit the customer and are consistent with our business philosophy. Our customers have convenient access to their funds through their credit and debit cards, as well as by utilizing our enhanced digital channels. Our card programs are supported by interchange fees paid by retailers.

Wealth Management We offer services through the Wealth Management department of TCF Bank. These services include investment management and custodial services; trust services; financial and estate planning; and retirement planning and employee benefit programs. The Wealth Management department earns revenue largely from fees based on the market value of those assets under our management, which can fluctuate as the market fluctuates. Our Wealth Management department had assets under custodial and management arrangements of $5.0 billion at December 31, 2019. Through the Wealth Management department, we also sell investment products (largely annuity products and mutual funds) through the TCF Financial Advisors program. Customer assets within the TCF Financial Advisors program were $1.8 billion at December 31, 2019.

Residential and Consumer Lending We originate residential and other consumer loans for personal, family or household purposes, such as home purchases, debt consolidation and financing of home improvements. Our retail lending origination activity primarily consists of consumer real estate secured lending. It also includes originating loans secured by personal property and, to a limited extent, unsecured personal loans. Consumer loans are originated for investment and for sale, either on a fixed-term basis or as a revolving line of credit.

We also service loans for investors under contracts where we receive a fee for performing servicing activities on consumer loans that are not owned by us and are not included on our balance sheet. This process involves collecting monthly loan payments on behalf of investors, reporting information to those investors on a timely basis and maintaining custodial escrow accounts for remitting principal and interest payments to investors, and for paying property taxes and insurance premiums on behalf of borrowers.

On December 18, 2019, TCF Bank and its subsidiary Gateway One Lending & Finance, LLC completed the sale of the Legacy TCF auto finance portfolio, selling approximately $1.1 billion in motor vehicle consumer installment contracts to Santander Consumer USA Inc.

Business Banking We offer small businesses, corporations and governmental entities various products and services, including loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services.

Commercial Banking Segment

Commercial Banking, previously named Wholesale Banking, is comprised of commercial and industrial, commercial real estate banking and lease financing. Our commercial banking strategy focuses on building full commercial relationships including originating high credit quality loans and leases and providing deposit and treasury services.

Commercial and Industrial The commercial and industrial loans we originate are secured by various types of business assets including inventory, receivables, equipment or financial instruments, and may also be backed by personal guarantees of the owner or other sources of repayment. Commercial and industrial loans are used for a variety of purposes, including working capital and financing the purchase of equipment.

TCF Bank's wholly-owned subsidiary, TCF Inventory Finance, Inc. ("TCFIF") originates commercial, primarily variable-rate loans which are secured by the underlying floorplan equipment and supported by repurchase agreements from original equipment manufacturers. TCFIF focuses on establishing relationships with distributors, dealer buying groups and manufacturers, giving us access to thousands of independent retailers primarily in the areas of powersports equipment and lawn and garden equipment. TCFIF's portfolio balances are impacted by seasonal shipments and sales activities as dealers receive inventory shipments in anticipation of the upcoming selling season while carrying current season product. In 2009, TCFIF formed a joint venture with The Toro Company ("Toro") called Red Iron Acceptance, LLC ("Red Iron"). Red Iron provides U.S. distributors and dealers and select Canadian distributors of the Toro^® and Exmark^® brands with reliable, cost-effective sources of financing. We maintain a 55% ownership interest in Red Iron, with Toro owning the other 45%.

Commercial Real Estate The commercial real estate loans we originate are primarily secured by commercial real estate, including multi-family housing, office buildings, health care facilities, warehouse and industrial buildings, hotel and motel buildings, self-storage buildings and retail services buildings. The commercial real estate portfolio represented 39.3% and 24.3% of our total commercial portfolio at December 31, 2019 and 2018, respectively.

Lease Financing Our leasing business, TCF Capital Solutions, a division of TCF Bank, delivers comprehensive lease and equipment finance products addressing the diverse financing needs of small to large companies in a growing number of select market segments including specialty vehicles, construction equipment, golf cart and turf equipment, manufacturing equipment, medical equipment, trucks and trailers, furniture and fixtures, technology and data processing equipment, and agricultural equipment.

Enterprise Services

Enterprise Services is comprised of (i) corporate treasury, which includes our investment and borrowing portfolios and management of capital, debt and market risks, (ii) corporate functions, such as information technology, risk and credit management, bank operations, finance, investor relations, corporate development, internal audit, legal and human capital management that provide services to the operating segments, (iii) TCF Financial and (iv) eliminations. Our investment portfolio accounts for the earning assets within this segment. Borrowings may be used to offset reductions in deposits or to support lending activities. This segment also includes residual revenues and expenses representing the difference between actual amounts incurred by Enterprise Services and amounts allocated to the operating segments, including interest rate risk residuals such as funds transfer pricing mismatches.

Corporate Treasury Corporate treasury's primary responsibility is management of our liquidity, capital, interest rate risk, and investment and borrowing portfolios. Corporate treasury has authority to invest in various types of liquid assets including, but not limited to, U.S. Department of the Treasury obligations and debt securities of various federal agencies and U.S. Government sponsored enterprises, obligations of states and political subdivisions, deposits of insured banks, bankers' acceptances and federal funds. Corporate treasury also has the authority to enter into wholesale borrowing transactions which may be used to compensate for reductions in deposit inflows or net deposit outflows, or to support lending, leasing and other expansion activities. These borrowings may include Federal Home Loan Bank ("FHLB") advances, brokered deposits, repurchase agreements, federal funds and other permitted borrowings from counterparties.

See "Item 7. Management's Discussion and Analysis - Consolidated Income Statement Analysis - Reportable Segments" and "Note 27. Reportable Segments" of Notes to Consolidated Financial Statements for further information.

Other Information

Activities of Subsidiaries of TCF Our business operations include those conducted by direct and indirect subsidiaries of TCF Financial, all of which are consolidated for purposes of preparing our consolidated financial statements. TCF Bank's subsidiaries principally engage in inventory finance activities. See "Commercial Banking" above for further information.

Competition We compete with a number of depository institutions and financial service providers primarily based on price and service and we face significant competition in attracting and retaining deposits and in lending activities. Direct competition for deposits comes primarily from banks, savings institutions, credit unions and investment banks. Additional significant competition for deposits comes from institutions selling money market mutual funds and corporate and government securities. We compete for the origination of loans with banks, mortgage bankers, mortgage brokers, consumer and commercial finance companies, credit unions, insurance companies and savings institutions. We also compete nationwide with other companies and banks in the financing of equipment and inventory, leasing of equipment and origination of residential mortgage loans. The growth of financial technology companies, disintermediation and lowered barriers to entry through technology have increased competition for loan, lease and deposit products as non-banks now offer products and services traditionally provided by banks.

Employees As of December 31, 2019, we had 8,209 employees, including 955 part-time employees. We provide our employees with comprehensive benefits, some of which are provided on a contributory basis, including medical and dental plans, a 401(k) savings plan with a company matching contribution, life insurance and short- and long-term disability coverage.

Supervision and Regulation

As a financial institution, we operate in a highly regulated environment. The regulatory framework under which we operate is intended primarily for the protection of depositors and the Federal Deposit Insurance Corporation’s (the “FDIC’s”) Deposit Insurance Fund and not for the protection of our shareholders and creditors. The following is a general summary of the material aspects of certain statutes and regulations applicable to us. These summary descriptions are not complete, and you should refer to the full text of the statutes, regulations, and corresponding guidance for more information. These statutes and regulations are subject to change, and additional statutes, regulations, and corresponding guidance may be adopted. We are unable to predict these future changes or the effects, if any, that these changes could have on our business, revenues, and results of operations.

Examinations and Regulatory Sanctions TCF Financial is a financial holding company registered under the Bank Holding Company Act of 1956 (the “BHC Act”) and is subject to supervision and regulation by the Federal Reserve. Federal laws subject financial holding companies to particular restrictions on the types of activities in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions, for violation of laws and policies. TCF Financial is required to file annual and quarterly reports with the Federal Reserve and such additional information as the Federal Reserve may require pursuant to the BHC Act. The Federal Reserve may examine a bank holding company or any of its subsidiaries and charge the company for the cost of such an examination. TCF Bank is a national banking association, which is subject to regulation and supervision primarily by the Office of the Comptroller of the Currency ("OCC") and secondarily by the Federal Reserve and the FDIC. The OCC regularly examines TCF Bank. The FDIC may also periodically examine and evaluate insured banks. TCF Bank is subject to requirements and restrictions under federal law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that may be charged thereon and limitations on the types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of TCF Bank.

Federal banking regulators may impose a number of restrictions or new requirements on institutions, including, but not limited to, growth limitations, dividend restrictions, increased regulatory capital requirements, increased loan and lease loss reserve requirements, increased supervisory assessments, activity limitations or other restrictions that could have an adverse effect on such institutions, their holding companies or holders of their debt and equity securities. Various enforcement remedies, including civil money penalties, may be assessed against an institution or an institution's directors, officers, employees, agents or independent contractors. Certain enforcement actions may not be publicly disclosed by us or our federal banking regulators. Subsidiaries of TCF Bank are also subject to state and/or self-regulatory organization licensing, regulation and examination requirements in connection with certain activities.

Regulatory Capital Requirements TCF Financial and TCF Bank are subject to various minimum regulatory capital requirements administered by the Federal Reserve and the OCC. These requirements include quantitative measures that assign risk weightings to assets and off-balance sheet items, as well as define and set minimum regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by the federal banking regulators that, if undertaken, could have a material adverse effect on our financial condition and results of operations.

The Basel III capital standards impose minimum capital requirements for bank holding companies and banks. The rules apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies with more than $3 billion in total consolidated assets. More stringent requirements are imposed on “advanced approaches” banking organizations which are organizations with $250 billion or more in total consolidated assets, $10 billion or more in total foreign exposures, or that have opted into the Basel III capital regime. In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, under Basel III, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of common equity Tier 1 capital, but the buffer applies to all three risk-based measurements (common equity Tier 1 capital, Tier 1 capital and total capital). The 2.5% capital conservation buffer was phased in incrementally over time, and became fully effective for us on January 1, 2019, resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%. TCF Financial and TCF Bank made the one-time permanent election permitted under the Basel III capital standards to not include accumulated other comprehensive income (loss) in regulatory capital. TCF Financial and TCF Bank exceeded the Basel III capital standard at December 31, 2019. See "Note 19. Regulatory Capital Requirements" of the Notes to Consolidated Financial Statements for further information.

On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the upcoming implementation of a new credit impairment model, the Current Expected Credit Loss, or CECL model, an accounting standard under GAAP; (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. See "Note 3. Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements for further information.

In addition to the capital rules applicable to both banks and bank holding companies discussed above, under the prompt corrective action regulations, the federal bank regulators are required and authorized to take supervisory actions against undercapitalized banks. For this purpose, a bank is placed in one of five categories based on the bank’s capital: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Currently, the quantitative requirements for being well-capitalized are (at least 5% leverage capital, 6.5% common equity Tier 1 capital, 8% Tier 1 capital and 10% total capital). TCF Bank was considered well-capitalized at December 31, 2019.

Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, banking regulators must appoint a receiver or conservator for an institution that is “critically undercapitalized.” The federal banking agencies have specified by regulation the relevant capital level for each category. An institution that is categorized as “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized” is required to submit an acceptable capital restoration plan to its appropriate federal banking agency, which, for TCF Bank, is the OCC. Failure to meet capital guidelines could subject TCF Bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting brokered deposits and other restrictions on our business.

Restrictions on Distributions TCF Financial's ability to pay dividends is subject to limitations imposed by the Federal Reserve. In general, Federal Reserve regulatory guidelines require the board of directors of a bank holding company to consider a number of factors in determining the payment of dividends, including the quality and level of current and future earnings. Restricted retained earnings represents earnings legally appropriated to thrift bad debt reserves and deducted for federal income tax purposes in prior years and is generally not available for payment of cash dividends or other distributions to shareholders. See "Note 18. Equity" of Notes to Consolidated Financial Statements for further information on restricted retained earnings.

Dividends or other capital distributions from TCF Bank to TCF Financial are the primary source of funds to enable TCF Financial to pay dividends on its preferred and common stock, to pay TCF Financial's obligations, to repurchase common stock or to meet other cash needs. The ability of TCF Financial and TCF Bank to pay dividends depends on regulatory policies and regulatory capital requirements and may be subject to regulatory approval. TCF Financial and TCF Bank must also obtain the common equity Tier 1 capital conservation buffer of 2.5% to avoid becoming subject to restrictions on capital distributions (as discussed above).

In general, TCF Bank may not declare or pay a dividend to TCF Financial in excess of 100% of its net retained earnings for the current year combined with its net retained earnings for the preceding two calendar years without prior approval of the OCC. The OCC also has the authority to prohibit the payment of dividends by a national bank when it determines such payments would constitute an unsafe and unsound banking practice. TCF Bank's ability to make capital distributions in the future may require regulatory approval and may be restricted by the OCC. TCF Bank's ability to make any such distributions will also depend on its earnings and ability to meet minimum regulatory capital requirements in effect during future periods. In the future, these capital adequacy standards may be higher than existing minimum regulatory capital requirements. See "Note 19. Regulatory Capital Requirements" of Notes to Consolidated Financial Statements for further information.

In addition, income tax considerations may limit the ability of TCF Bank to make dividend payments in excess of its current and accumulated tax earnings. Annual dividend distributions in excess of earnings could result in a tax liability based on the amount of excess earnings distributed and current tax rates.

Regulation of TCF and Affiliates and Insider Transactions TCF Financial is subject to Federal Reserve regulations, examinations and reporting requirements applicable to bank holding companies. Subsidiaries of bank holding companies, like TCF Bank, are subject to certain restrictions in their dealings with holding company affiliates.

Source of Strength A holding company must serve as a source of strength for its subsidiary banks and the Federal Reserve may require a holding company to contribute additional capital to an undercapitalized subsidiary bank. In addition, the OCC may assess TCF Financial if it believes the capital of TCF Bank has become impaired. If TCF Financial were to fail to pay such an assessment within three months, the Board of Directors would be required to cause the sale of TCF Bank's stock to cover a deficiency in the capital. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal banking regulator to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and may be entitled to priority over other creditors.

Restrictions on Acquisitions and Changes in Control Under federal and state law, merger and branch acquisition transactions may be subject to certain restrictions, including certain nationwide and statewide insured deposit maximum concentration levels or other limitations. In addition, federal and state laws and regulations contain a number of provisions which impose restrictions on changes in control of financial institutions such as TCF Bank and which require regulatory approval prior to any such changes in control.

Under the BHA Act, Federal Reserve approval is required before acquiring more than 5% control, or substantially all of the assets, of another bank or bank holding company, or merging or consolidating with such a bank or bank holding company. The BHCA also generally prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, providing services for its subsidiaries or conducting activities permitted by the Federal Reserve as being closely related to the business of banking. Further restrictions or limitations on acquisitions or establishing financial subsidiaries may also be imposed by our regulators or examiners.

Insurance of Accounts TCF Bank is a member of the FDIC, which maintains the Deposit Insurance Fund (the "DIF"). The FDIC insures deposits up to prescribed limits for each depositor through the DIF, which is funded through assessments on member institutions. To maintain the DIF, member institutions are assessed an insurance premium based on an assessment base and an assessment rate.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") gave the FDIC much greater discretion to manage the DIF and also changed the assessment base from domestic deposits to average total assets less tangible equity. Additionally, the Dodd-Frank Act raised the minimum designated reserve ratio (the "DRR") to 1.35% of estimated insured deposits from 1.15% and required this new minimum be reached by September 30, 2020. From July 1, 2016 to October 1, 2018, an additional surcharge of 4.5 cents for each $100 of an institution's assessment base in excess of $10.0 billion was assessed to ensure the DRR reached this new minimum by the required date. The DIF ratio calculated by the FDIC using estimated insured deposits as of September 30, 2019 was 1.41%.

In 2019, insurance premiums on bank deposits insured by the FDIC for banks with at least $10.0 billion in total assets ranged from 1.5 cents to 40 cents per $100 of the institution's assessment base. Our FDIC insurance expense was $18.3 million, $15.1 million and $16.0 million in 2019, 2018 and 2017, respectively.

In addition to deposit insurance premium assessments from the FDIC, additional assessments may be imposed by the Financing Corporation, a separate U.S. government agency affiliated with the FDIC, to pay for the interest cost of Financing Corporation bonds. The final collection for this assessment was on March 29, 2019.

Community Reinvestment Act TCF Bank is subject to certain requirements and reporting obligations under the Community Reinvestment Act (“CRA”), which requires federal banking regulators to evaluate the record of each financial institution in meeting the credit needs of its local community, including low- and moderate- income neighborhoods. The CRA further requires these criteria to be considered in evaluating mergers, acquisitions and applications to open a branch or facility. Failure to adequately meet these criteria could result in the imposition of additional requirements and limitations on TCF Bank. Additionally, financial institutions must publicly disclose the terms of various CRA‑related agreements. In its most recent CRA examination, TCF Bank received an “outstanding” rating.

In December 2019, the FDIC and the OCC proposed changes to the regulations implementing the CRA, which, if adopted will result in changes to the current CRA framework. The Federal Reserve Board did not join the proposal.

CFPB Examination The Dodd-Frank Act created the CFPB, which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, such as TCF Bank. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products.

The CFPB has issued a number of regulations related to the origination of mortgages, foreclosures, and overdrafts as well as many other consumer issues. Additionally, the CFPB has proposed, or may propose, additional regulations or modifying existing regulations that directly relate to our business. Although it is difficult to predict at this time the extent to which the CFPB’s final rules impact the operations and financial condition of the TCF Bank, such rules may have a material impact on our compliance costs, compliance risk and fee income.

Anti-Money Laundering As a financial institution, TCF Bank must maintain anti‑money laundering programs that include established internal policies, procedures and controls; a designated compliance officer; an ongoing employee training program; and testing of the program by an independent audit function. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence and “knowing your customer” in their dealings with foreign financial institutions, foreign customers and other high-risk customers. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and recent laws provide law enforcement authorities with increased access to financial information maintained by banks. Anti‑money laundering obligations have been substantially strengthened as a result of the USA PATRIOT Act (the “Patriot Act”), as described below. Bank regulators routinely examine institutions for compliance with these obligations, and this area has become a particular focus of the regulators in recent years. In addition, the regulators are required to consider compliance in connection with the regulatory review of applications. The regulatory authorities have been active in imposing “cease and desist” orders and money penalty sanctions against institutions found to be violating these obligations.

USA Patriot Act The Patriot Act became effective on October 26, 2001 and amended the Bank Secrecy Act. The Patriot Act provides, in part, for the facilitation of information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering by enhancing anti‑money laundering and financial transparency laws, as well as enhanced information collection tools and enforcement mechanics for the U.S. government, including:


•	requiring standards for verifying customer identification at account opening;


•	rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering;


•	reports by nonfinancial trades and businesses filed with the Treasury Department’s Financial Crimes Enforcement Network for transactions exceeding $10,000; and


•	filing suspicious activities reports by brokers and dealers if they believe a customer may be violating U.S. laws and regulations.

The Patriot Act requires financial institutions to undertake enhanced due diligence of private bank accounts or correspondent accounts for non‑U.S. persons that they administer, maintain, or manage. Bank regulators routinely examine institutions for compliance with these obligations and are required to consider compliance in connection with the regulatory review of applications.

Under the Patriot Act, the Financial Crimes Enforcement Network (“FinCEN”) can send TCF Bank a list of the names of persons suspected of involvement in terrorist activities or money laundering. TCF Bank may be requested to search its records for any relationships or transactions with persons on the list. If TCF Bank finds any relationships or transactions, it must report those relationships or transactions to FinCEN.

Consumer Protection Regulations Interest and other charges that TCF Bank collects or contracts for are subject to state usury laws and federal laws concerning interest rates. TCF Bank’s loan operations also are subject to federal laws applicable to credit transactions, such as:


•	the Truth in Lending Act, governing disclosures of credit terms to consumer borrowers;


•	the Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;


•	the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;


•	the Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;


•	the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies; and


•	the rules and regulations of the various governmental agencies charged with the responsibility of implementing these federal laws.

In addition, TCF Bank’s deposit operations are subject to the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of ATMs and other electronic banking services.

National Bank Investment Limitations Permissible investments by national banks are limited by the National Bank Act of 1864, as amended, and by rules of the OCC. Non-traditional bank activities permitted by the Gramm-Leach-Bliley Act of 1999 will subject a bank to additional regulatory limitations or requirements, including a required regulatory capital deduction and application of transactions with affiliates limitations in connection with such activities.

Taxation

Federal Taxation Our federal income tax returns are open and subject to examination for 2016 and later tax return years.

State Taxation TCF and/or its subsidiaries currently file tax returns in all state and local taxing jurisdictions which impose corporate income, franchise or other taxes. Our various state income tax returns are generally open for 2015 and later tax return years based on individual state statutes of limitation. The methods of filing and the methods for calculating taxable and apportionable income vary depending on the laws of each taxing jurisdiction.

Foreign Taxation TCF and/or its subsidiaries currently file tax returns in Canada and certain Canadian provinces which impose corporate income taxes. Our various foreign income tax returns are open and subject to examination for 2015 and later tax return years. The methods of filing and the methods for calculating taxable and apportionable income vary depending on the laws of each taxing jurisdiction.

See "Item 7. Management's Discussion and Analysis - Consolidated Income Statement Analysis - Income Taxes", "Note 3. Summary of Significant Accounting Policies" and "Note 16. Income Taxes" of Notes to Consolidated Financial Statements for further information regarding TCF's income taxes.

Available Information

Our website, www.tcfbank.com, includes free access to our news releases, investor presentations, conference calls to discuss published financial results, our Annual Report and periodic filings required by the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports, as soon as reasonably practicable after electronic filing of such material with, or furnishing it to, the SEC. Our periodic filings required by the SEC are also available on the SEC's website, www.sec.gov. Our Compensation and Pension Committee, Corporate Governance and Nominating Committee and Audit Committee charters, Corporate Governance and Director Standards, Codes of Ethics and information on all of our securities are also available on our website. Shareholders may request these documents in print free of charge by contacting the Corporate Secretary at TCF Financial Corporation, 333 West Fort Street, Suite 1800, Detroit, MI 48226.

Item 1A. Risk Factors.

There are risks, many beyond our control, which could cause our results to differ significantly from management’s expectations. Some of these significant risks and uncertainties are described below. Any factor described in this Annual Report on Form 10-K could, by itself or together with one or more other factors, adversely affect our business, results of operations and/or financial condition, and the market price of our common stock could decline significantly. Additional risks and uncertainties not currently known to us or that we currently consider to not be material also may materially and adversely affect us. In assessing these risks, you should also refer to other information disclosed in our SEC filings, including the financial statements and notes thereto. The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed or implied in these forward-looking statements.

Risks Related to our Business

If we fail to effectively manage credit risk, our business and financial condition will suffer.

We must effectively manage credit risk. As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans according to their terms, and that the collateral securing repayment of their loans, if any, may not be sufficient to ensure repayment. In addition, there are risks inherent in making any loan, including risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers, including the risk that a borrower may not provide information to us about its business in a timely manner, and/or may present inaccurate or incomplete information to us, and risks relating to the value of collateral. Collateral values are adversely affected by changes in prevailing economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, terrorist activity, environmental contamination and other external events. In order to manage credit risk successfully, we must, among other things, maintain disciplined and prudent underwriting standards and ensure that our lenders follow those standards. The weakening of these standards for any reason, such as an attempt to attract higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring loans, the inability of our employees to adequately adapt policies and procedures to changes in economic or any other conditions affecting borrowers and the quality of our loan portfolio, may result in loan defaults, foreclosures and additional charge-offs and may necessitate that we significantly increase our allowance for loan losses, each of which could adversely affect our net income. As a result, our inability to successfully manage credit risk could have a material adverse effect on our business, financial condition or results of operations.

Our financial results are significantly affected by general economic and political conditions.

Our operations and profitability are impacted by both business and economic conditions generally, as well as those in the primary banking markets in which we operate. Economic conditions have a significant impact on the demand for our products and services, as well as the ability of our customers to repay loans and leases, the value of the collateral securing loans and leases, our ability to sell loans and leases, the stability of our deposit funding sources and sales revenue at the end of contractual lease terms. A significant decline in general economic conditions caused by inflation, recession, unemployment, changes in debt securities markets, government shutdowns, defaults, anticipated defaults or rating agency downgrades of sovereign debt (including debt of the U.S.), changes in housing market prices, depressed oil prices, trade disputes and related tariffs or other factors could impact economic conditions or may have a destabilizing effect on the financial markets and, in turn, could have a material adverse effect on our financial condition and results of operations.

Additionally, adverse economic conditions may result in a decline in demand for equipment that we lease or finance, which could result in a decline in the amount of new equipment being placed in service, as well as declines in the values of collateral already in service. Adverse economic conditions may also hinder us from expanding the commercial and industrial loan portfolio by limiting our ability to attract and retain manufacturers and dealers as expected. Any such difficulties could have a material adverse effect on our financial condition and results of operations.

A failure in or breach of our operational or security systems or infrastructure, or those of third-parties, including as a result of cyberattacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

Our operations rely on the secure processing, storage and transmission of confidential and other sensitive business and consumer information on our computer systems and networks and third-party providers. Under various federal and state laws, we are responsible for safeguarding such information, and ensuring that our collection, use, transfer and storage of personal information complies with all applicable laws and regulations can increase our costs.

Although we take protective measures to maintain the confidentiality, integrity and availability of information across all geographic and product lines, and endeavor to modify these protective measures as circumstances (including changes in our size and complexity) warrant, the nature of the threats continues to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber-attacks and other adverse events. Despite the defensive measures we take to manage our internal technological and operational infrastructure, these threats may originate externally from third-parties such as foreign governments, organized crime and other hackers, including as a result of attacks on infrastructure-support providers and application developers, or may originate internally from within our organization. We may not be able to ensure that all of our clients, suppliers, counterparties and other third-parties have appropriate controls in place to protect the confidentiality of the information that they exchange with us. In addition, the increasing reliance on technology systems and networks and the occurrence and potential adverse impact of attacks on such systems and networks, both generally and in the financial services industry, have enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber-security threats. As these threats, and government and regulatory oversight of associated risks, continue to evolve, we may be required to expend additional resources to enhance or expand upon the security measures we currently maintain.

In particular, information pertaining to us and our customers is maintained, and transactions are executed, on the networks and systems of us, our customers and certain of our third-party partners, such as our online banking or reporting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect us and our customers against fraud and security breaches and to maintain our clients’ confidence. While to the best of our knowledge we have not experienced any material breaches of information security, such breaches may occur through intentional or unintentional acts by those having or gaining access to our systems or our customers’ or counterparties’ confidential information, including employees. Vulnerabilities in third-party technologies (and technology, including browsers and operating systems used by our customers) or other developments could result in a compromise or breach of the technology, processes and controls that we use to protect data. Furthermore, our customers' devices may become the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our customers' confidential, proprietary and other information, or otherwise disrupt our, our customers' or other third-parties' business operations. For example, various retailers have reported they were victims of cyber-attacks in which large amounts of their customers' data, including debit and credit card information, was obtained. In these situations, we may incur costs to address fraudulent transaction activity affecting our customers.

Although we have developed and continue to invest in systems and processes that are designed to detect and prevent security breaches and cyber-attacks and periodically test our security, a breach of our systems, or those of third-parties, could result in losses to us or our customers; loss of business and/or customers; damage to our reputation; expenses (including the cost of notification to consumers, credit monitoring and forensics, and fees and fines imposed by card networks); disruption to our business; our inability to grow our online services or other businesses; additional regulatory scrutiny or penalties; or our exposure to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our financial results are subject to interest rate risk.

Our earnings and cash flows largely depend on our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies, including the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence the amount of interest we receive on loans, leases and other investments and the amount of interest we pay on deposits and other borrowings, as well as: (i) our ability to originate loans and leases and attract or retain deposits; (ii) the fair value of our financial assets and liabilities and (iii) the average life of our interest-earning assets. A significant portion of our loans, including certain consumer, commercial real estate and commercial and industrial loans, bear interest at variable- and adjustable-rates. Increases in market interest rates can have a negative impact on our business, including reducing the amount of money our customers borrow or adversely impacting their ability to make increased payments caused by any increase in interest rates. In addition, as interest rates increase, in order to compete for deposits in our primary banking markets, we may have to offer more attractive interest rates to depositors, or pursue other sources of liquidity, such as wholesale funding. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans, leases and other investments, our net interest income and earnings could be adversely affected due to the increase in interest expense without a corresponding increase in interest income. Earnings could also be adversely affected if the interest rates received on loans, leases and other investments decrease more quickly than the interest rates paid on deposits and other borrowings. In addition, we have an investment security portfolio that could decline substantially in value if interest rates increase materially or if obligations of states and political subdivisions become subject to less favorable tax treatment. Although management believes it has implemented effective asset and liability management strategies, any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations.

We operate in a highly competitive industry and market areas.

We face substantial competition in all areas of our operations from a variety of different competitors, both within and beyond our primary banking markets, many of which are larger and may have more financial resources than us. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, other financial service businesses, including investment advisory and wealth management firms, mutual fund companies, and securities brokerage and investment banking firms, as well as super-regional, national and international financial institutions that operate offices in our primary market areas and elsewhere.

The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. In addition, as customers' preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for banks to expand their geographic reach by providing services over the Internet and for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. For example, consumers can now pay bills and transfer funds directly without banks. The process of eliminating banks as intermediaries in financial transactions, known as disintermediation, could result in the loss of fee income, the loss of customer deposits and income generated from those deposits and lending opportunities.

We compete with these institutions both in attracting deposits and assets under management, and in making new loans. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. To compete with these institutions, we may have to pay higher interest rates to attract deposits, accept lower yields on loans to attract loans and pay higher wages for new employees, resulting in lower net interest margin and reduced profitability. In addition, the loss of deposits to competitors may require us to address our liquidity needs in ways that increase our funding costs.

Our ability to compete successfully also depends on a number of other factors, including, among other things: our ability to develop, maintain and build long-term customer relationships based on quality service, high ethical standards and safe, sound assets; customer satisfaction with our service; and the ability to expand our market position. Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability and have a material adverse effect on our financial condition and results of operations.

Failure to keep pace with technological changes could adversely affect our business.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology‑driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. Although we are committed to keeping pace with technological advances and investing in new technology, our competitors may, through the use of new technologies that we have not implemented, whether due to cost or otherwise, be able to offer additional or superior products to those that we will be able to provide, which would put us at a competitive disadvantage. Failure to successfully keep pace with technological change affecting the financial services industry and avoid interruptions, errors and delays could result in a loss of customers seeking new technology-driven products and services and have a material adverse effect on our business, financial condition, results of operations and future prospects.

In addition, the conversion of Legacy TCF’s business to the selected core operating system and any future implementation of technological changes and upgrades to maintain current systems represent significant undertakings that may result in operational and customer challenges during and after implementation. Key challenges include service interruptions, transaction processing errors and system conversion delays, which may cause us to alienate customers or fail to comply with applicable laws, and may cause us to incur additional expenses, which may be substantial.

Our allowance for loan and lease losses, and fair value adjustments with respect to loans and leases acquired in our acquisitions, may prove to be insufficient to absorb actual losses in our loan and lease portfolio, which may adversely affect our business, financial condition and results of operations.

We maintain an allowance for loan and lease losses, which is a reserve established through a provision for loan and lease losses charged to net income that represents management's estimate of probable and estimable losses that have been incurred within our existing loan and lease portfolio. The level of the allowance for loan and lease losses reflects management's continuing evaluation of specific credit risks, loan and lease loss experience, current loan portfolio quality, the value of real estate, present economic, political and regulatory conditions and unidentified losses inherent in the current loan and lease portfolio. The determination of the appropriate level of the allowance for loan and lease losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Deterioration in economic conditions and declines in real estate values, new information regarding existing loans and leases, and identification of additional problem loans and other factors, all may require an increase in the allowance for loan and lease losses.

The application of the purchase method of accounting in our past (and future) acquisitions will impact our allowance for loan and lease losses. Under the purchase method of accounting, all acquired loans and leases are recorded in our Consolidated Financial Statements at their estimated fair value at the time of acquisition and any related allowance for loan and lease loss was eliminated because credit quality, among other factors, is considered in the determination of fair value. To the extent that our estimates of fair value of purchased loans and leases were too high, we will incur losses associated with the acquired loans and leases.

If our analysis or assumptions prove to be incorrect, our current allowance may not be sufficient, and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan and lease portfolio. Material additions to the allowance for loan and lease losses would materially decrease our net income and adversely affect our general financial condition.

In addition, our regulators, as an integral part of their periodic examination, review our allowance for loan and lease losses and may require an increase in the allowance for loan and lease losses or the recognition of further loan charge-offs, based on judgments different than those of management.

New accounting standards will require us to increase our allowance for loan and lease losses and may have a material adverse effect on our financial condition and results of operation.

The Financial Accounting Standards Board ("FASB") issued a new credit impairment model, the Current Expected Credit Loss ("CECL") model, applicable to us in 2020. Initial measurement will take place at January 1, 2020, the date of adoption, and the measure of our allowance for loan and lease losses depends on the adoption and interpretation of accounting standards. The CECL model requires certain financial assets carried at amortized cost, such as loans and leases held for investment and held-to-maturity debt securities, to be valued at the net amount expected to be collected over the remaining estimated life of the asset, based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the amount due. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model currently required under GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan and lease losses and could require us to significantly increase our allowance, increasing our capital needs. Moreover, the CECL model may create more volatility in the level of our provision for credit losses. If we are required to materially increase our level of allowance for loan and lease losses for any reason, such increase could adversely affect our business, financial condition and results of operations. We also expect to incur transition costs and ongoing costs in refining and implementing the CECL methodology.

See the sections captioned "Credit Quality" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and "Note 3. Summary of Significant Accounting Policies" and "Note 8. Allowance for Loan and Lease Losses and Credit Quality" in the notes to our Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data, located elsewhere in this Annual Report for further discussion related to our process for determining the appropriate level of the allowance for loan and lease losses.

Changes in U.S. trade policies and other factors beyond our control, including the imposition of tariffs and retaliatory tariffs and the impacts of epidemics or pandemics, may adversely impact our business, financial condition and results of operations.

There have been changes and discussions with respect to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries. Tariffs and retaliatory tariffs have been imposed, and additional tariffs and retaliation tariffs have been proposed. Such tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt; which, in turn, could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted in the future. It remains unclear what the U.S. Administration or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies. On January 26, 2020, President Trump signed a new trade deal between the United States, Canada and Mexico to replace the North American Free Trade Agreement. The full impact of this agreement on us, our customers and on the economic conditions in our primary banking markets is currently unknown. In addition, coronavirus and concerns regarding the extent to which it may spread have affected, and may increasingly affect, international trade (including supply chains and export levels), travel, employee productivity and other economic activities. A trade war or other governmental action related to tariffs or international trade agreements or policies, as well as coronavirus or other potential epidemics or pandemics, have the potential to negatively impact ours and/or our customers’ costs, demand for our customers' products, and/or the U.S. economy or certain sectors thereof and, thus, adversely affect our business, financial condition, and results of operations.

Our supermarket branches are subject to a number of risks, including the long-term success and viability of our supermarket partners, our ability to maintain or terminate licenses or lease agreements for our supermarket locations, and customer preferences.

A significant financial decline or change in ownership involving one of our supermarket partners, including New Albertson's Inc. (our supermarket partner for our Jewel-Osco locations) and United Natural Foods, Inc. (“UNFI”, our supermarket partner for our Cub Foods locations), could result in the loss of supermarket branches or could increase costs to operate our supermarket branches, of which we had 121 at December 31, 2019. We are subject to the risk, among others, that our license or lease for a location or locations will terminate upon the sale or closure of that location or locations by the supermarket partner or that we may not be able to renew branch leases with our supermarket partners on favorable terms, or at all. UNFI stated in 2019 that it intends to divest of all company-owned Cub stores in 2020. Should UNFI choose to sell any Cub Foods store, the buyer may terminate the branch license or lease for that location after a specified notice period in certain circumstances at the buyer's election. Furthermore, UNFI or an independent franchisee could choose to close any Cub Foods store after a specified notice period at which point the branch license or lease as to that location would automatically terminate.

Difficult economic conditions, financial or labor difficulties in the supermarket industry, or a decrease in in-store customer traffic or utilization of traditional bank branches may reduce activity in our supermarket branches. Although utilization of these branches may decrease, the nature of these leases with our supermarket partners generally do not allow us to terminate significant numbers of individual branches. Because these leases are generally all renewed together, in the event of a decrease in customer utilization there may be limited opportunities to terminate unprofitable branch leases without incurring additional costs or penalties. Any of the above risks could have a material adverse effect on our financial condition and results of operations.

We may fail to realize all of the anticipated benefits, including estimated cost savings and revenue synergies, of our Merger with Legacy TCF.

The success of our Merger with Legacy TCF, which was consummated on August 1, 2019, will depend on, among other things, the ability to continue to successfully complete the integration of the merged companies in a manner that facilitates growth opportunities and realizes cost savings. In addition, we must achieve the anticipated growth and cost savings without adversely affecting current revenues and future growth. If we are not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. An inability to realize the full extent of the anticipated benefits of the Merger could have an adverse effect on our revenues, level of expenses and operating results, which may adversely affect the value of our common stock.

We may be adversely affected by risks associated with future mergers and acquisitions, including execution risk, which could disrupt our business and dilute shareholder value.

We plan to grow our business both organically and through mergers and acquisitions. We periodically evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. As a result, we may engage in discussions or negotiations that, if they were to result in a transaction, could have a material effect on our operating results and financial condition, including short- and long-term liquidity. Our merger and acquisition activities could be material and could require us to use a substantial amount of common stock, preferred stock, cash, other liquid assets, and/or incur debt. For example, completion of the Merger required us to issue approximately 81.9 million common shares and a new series of preferred stock. Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits from our merger and acquisition activities could have a material adverse effect on our financial condition and results of operations, including net income per common share.

Our merger and acquisition activities could involve a number of additional risks, including the risks of:


•	delay in completing an acquisition or merger due to litigation;


•	the recording of assets and liabilities of the acquired or merged company at fair value may materially dilute shareholder value at the transaction date and could have a material adverse effect on our financial condition and results of operations;


•	incurring the time and costs associated with identifying and evaluating potential acquisition or merger targets;


•	difficulty or unanticipated expense associated with converting the operating systems of the acquired or merged company into ours;

•

the possibility of regulatory approval being delayed, impeded, conditioned or denied due to existing or new regulatory issues surrounding TCF, the target institution or the proposed combined entity as a result of, among other things, issues related to anti-money laundering/Bank Secrecy Act compliance, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive or abusive acts or practices regulations, or the Community Reinvestment Act;


•	potential exposure to unknown or contingent liabilities of the acquired or merged company;


•	our estimates and judgments used to evaluate credit, operations, management and market risks with respect to the acquired or merged company may not be accurate;


•	our exposure to potential asset quality issues of the acquired or merged company;


•	the time and costs of evaluating new markets, hiring experienced local management and opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;


•	diversion of our management's attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses;


•	the introduction of new products and services into our business;


•	potential disruption to our business;


•	incurring and possible impairment of goodwill and other intangible assets associated with an acquisition or merger and possible adverse short-term effects on our results of operations;


•	the possible loss of key employees and customers of the acquired or merged company;


•	difficulty in estimating the value of the acquired or merged company; and


•	potential changes in banking or tax laws or regulations that may affect the acquired or merged company.

Failure to successfully address these and other issues related to acquisitions and mergers could have a material adverse effect on our financial condition and results of operations, and could adversely affect our ability to successfully implement our business strategy.

We may be exposed to difficulties in combining the operations of acquired or merged businesses into our own operations, which may prevent us from achieving the expected benefits from our merger and acquisition activities.

We may not be able to fully achieve the strategic objectives and operating efficiencies that we anticipate in our merger and acquisition activities. In particular, the success of a merger or acquisition, including anticipated benefits and cost savings, will depend, in part, on our ability to continue to successfully combine and integrate our businesses in a manner that permits growth opportunities and does not materially disrupt the existing customer relationships or result in loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company's ability to maintain relationships with customers, depositors, clients and employees or to achieve the anticipated benefits and cost savings of the merger. If we experience difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. If key employees depart, our business could be harmed. These and other difficulties associated with the integration of our businesses could have a material adverse effect on our business, and, in turn, our financial condition and results of operations.

We face risk of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations and corresponding enforcement proceedings.

The federal Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "PATRIOT Act") and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and to file suspicious activity and currency transaction reports as appropriate. Financial Crimes Enforcement Network, established by the U.S. Treasury Department to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and has engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control. Regulators also have focused on compliance with Bank Secrecy Act and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that we have already acquired or may acquire in the future are deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans, which would negatively impact our business, financial condition, results of operations and prospects. Sanctions that the regulators have imposed on banks that have not complied with all requirements have been especially severe. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could materially and adversely affect our business, financial condition and results of operations.

New lines of business or new products and services may subject us to additional risk.

From time to time, we may develop new lines of business, offer new products and services within existing lines of business, and expand into new markets or pursue new distribution channels. There are substantial risks and uncertainties associated with these efforts, particularly where the markets are new or not fully developed. In developing and marketing new lines of business and new products or services, we may invest significant time and resources. Initial timetables for the introduction and development of, or anticipated level of growth or profitability for new lines of business and new products or services, may not be achieved. External factors such as compliance with regulations, competitive alternatives and shifting market preferences may also impact the success of implementation of a new line of business or a new product or service. Any new line of business or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business and new products or services could have a material adverse effect on our financial condition and results of operations.

We are subject to certain risks related to originating and selling loans that could have a material adverse effect on our financial condition and results of operations.

We sell loans to generate earnings and manage our liquidity and capital levels, as well as to create geographical and product diversity in our loan portfolio. Disruptions in the financial markets, a decrease in demand for these loans, or changes to laws or regulations that reduce the attractiveness of such loans to purchasers of the loans could require us to decrease our lending activities or retain a greater portion of the loans we originate. Selling fewer loans would result in a decrease in the gains recognized on the sale of loans, could increase our capital needs as a result of the increase of risk weighted assets, result in decreased liquidity, and result in increased credit risk as our loan portfolio increased in size, any of which could have a material adverse effect on our financial condition and results of operations.

The structure of certain loan sales may result in the retention of credit or financial risks. We may receive interest-only strips or retain loan servicing rights in connection with certain of our loan sales. The interest-only strip is recorded at fair value, which represents the present value of future cash flows expected to be received by us. The value of these interest-only strips may be affected by factors such as changes in the behavior patterns of customers (including defaults and prepayments), changes in the strength of the economy and developments in the interest rate markets; therefore, actual performance may differ from our expectations. Loan servicing rights, the right to service a loan and receive servicing income over the life of the loan, are recognized as assets or liabilities at estimated fair value. The value of loan servicing rights are affected by prepayment speeds of mortgage loans and changes; therefore, actual performance may differ from our expectations. The impact of such factors could have a material adverse effect on the value of these interest-only strips and loan servicing rights and on our financial condition and results of operations.

When loans are sold or securitized, it is customary to make representations, warranties and covenants to the purchaser or investors about the loans, including the manner in which they were originated and will be serviced. These agreements generally require the repurchase of loans or indemnification in the event we breach these representations, warranties or covenants and such breaches are not cured. In addition, some agreements contain a requirement to repurchase loans as a result of early payoffs by the borrower, early payment default of the borrower or defects affecting the security interest in the collateral. We have not been obligated to make significant repurchases of sold loans in the past. A material increase in the amount of loans repurchased could have a material adverse effect on our financial condition and results of operations.

Some of our loan sales involve long-term residential mortgage loans. Purchasers of residential mortgage loans, such as government sponsored entities, require sellers of residential mortgage loans to either repurchase loans previously sold or reimburse purchasers for losses related to loans previously sold when losses are incurred on a loan due to actual or alleged failure to strictly conform to the purchaser's purchase criteria. As a result, we may face increased pressure from purchasers of our residential mortgage loans to repurchase those loans or reimburse purchasers for losses related to those loans and we may face increasing expenses to defend against such claims. If we are required in the future to repurchase loans, reimburse purchasers for losses related to loans previously sold, or if we incur increasing expenses to defend against such claims, our financial condition and results of operations could be adversely affected.

Our ability to maintain our reputation is critical to the success of our business, including our ability to attract and retain customer relationships, and failure to do so may materially adversely affect our performance.

The reputation of TCF Bank is one of the most valuable components of our business. As such, we strive to conduct our business in a manner that enhances our reputation. Damage to our reputation could undermine the confidence of our current and potential clients in our ability to provide financial services. Such damage could also impair the confidence of our investors, counterparties and business partners, and ultimately affect our ability to effect transactions or maintain or hire qualified management and personnel. Maintenance of our reputation depends not only on our success in controlling and mitigating the various risks described herein, but also on our success in identifying and appropriately addressing issues that may arise in areas such as potential conflicts of interest, anti-money laundering, client personal information and privacy issues, recordkeeping, regulatory investigations and any litigation that may arise from the failure or perceived failure of us to comply with legal and regulatory requirements. If our reputation is negatively affected, by the actions of our employees or otherwise, the resulting negative public opinion and potential regulatory action could adversely affect our business, financial condition and results of operations.

We are subject to liquidity risk in our operations, which could adversely affect our ability to fund our various obligations and jeopardize our business, financial condition and results of operations.

Liquidity risk is the possibility that we will not be able to meet our obligations as they come due or capitalize on growth opportunities as they arise because of an inability to liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances. Liquidity is required to fund various obligations, including credit obligations to borrowers, loan originations, withdrawals by depositors, repayment of debt, dividends to shareholders, operating expenses and capital expenditures. Liquidity is derived primarily from retail deposit growth and earnings retention, principal and interest payments on loans and investment securities, net cash provided from operations and access to other funding. If we are unable to continue to attract and retain core deposits, to obtain third-party financing on favorable terms, or to have access to interbank or other liquidity sources, we may not be able to grow our assets as quickly as we have historically. If customers move money out of bank deposits into other investments, we would need to seek other funding alternatives, including wholesale funding, in order to continue to grow, thereby increasing our funding costs, if such funding was available at all, and reducing our net interest income and net income.

Our liquidity could also be limited by an inability to access the capital markets or by unforeseen outflows of cash, which could arise due to circumstances outside of our control, such as a general market disruption, a downturn in the markets in which we function, difficult credit markets, regulatory actions against us, or operational problems that affect us or third-parties. Our credit rating is important to our liquidity. A reduction or anticipated reduction in our credit ratings could adversely affect the ability of TCF Bank and its subsidiaries to lend by adversely affecting liquidity and our competitive position, increasing our borrowing costs, limiting our access to the capital markets or triggering unfavorable contractual obligations, such as termination of or the requirement that we provide additional collateral pursuant to our derivative contracts. If we are unable to maintain adequate liquidity, then our business, financial condition and results of operations would be negatively affected.

Our earnings are significantly affected by the fiscal and monetary policies of the federal government and its agencies, as well as other legal changes affecting businesses and consumers.

The policies of the Federal Reserve impact us significantly. The Federal Reserve regulates the supply of money and credit in the U.S. Its policies directly and indirectly influence the rate of interest earned on loans and leases and paid on borrowings and interest-bearing deposits, and also affect the value of financial instruments that we hold. Changes in those policies are difficult to predict. Federal Reserve policies can also affect our borrowers, potentially increasing the risk that they may fail to repay their loans or leases. For example, a tightening of the money supply by the Federal Reserve could increase unemployment or reduce the demand for a borrower's products and services. This could adversely affect the borrower's earnings and ability to repay its loan or lease. As a result, changes to the fiscal and monetary policies by the Federal Reserve could have a material adverse effect on our financial condition and results of operations.

In addition, legal changes affecting consumers and businesses, including the deductibility or other tax attributes associated with certain products, may significantly decrease the demand for certain products that we offer. For example, the Tax Cuts and Job Act ("Tax Reform") limits the tax deductibility of interest paid on home equity loans to those loans used to purchase or substantially improve qualified residences, which may decrease consumer demand for such loan products.

Our evaluation of investment securities for other-than-temporary impairment involves subjective determinations and could materially impact our financial condition and results of operations.

Our evaluation of impairment in our investment securities portfolio involves a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of such investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer's net income, projected net income and financial condition or future recovery prospects, the effects of changes in interest rates or credit spreads and the expected recovery period. Estimating future cash flows involves incorporating information received from third-party sources and making internal assumptions and judgments regarding the future performance of the underlying collateral and/or value of the underlying asset and assessing the probability that an adverse change in future cash flows has occurred. The determination of the amount of other-than-temporary impairments is based upon our periodic evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available.

Management considers a wide range of factors about the security issuer and uses judgment in evaluating the cause of the decline in the estimated fair value of the security and in assessing the prospects for recovery. Inherent in management's evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential. Considerations in the impairment evaluation process include, but are not limited to: (i) the length of time and the extent to which the market value has been less than cost or amortized cost; (ii) the potential for impairments of securities when the issuer is experiencing significant financial difficulties; (iii) the potential for impairments in an entire industry sector or sub-sector; (iv) the potential for impairments in certain economically depressed geographic locations; (v) the potential for impairments of securities where the issuer, series of issuers or industry has suffered a catastrophic type of loss or has exhausted natural resources; (vi) our intent and ability to retain the investment for a period of time sufficient to allow for the recovery of its value; (vii) unfavorable changes in forecasted cash flows on residential mortgage-backed and asset-backed securities; and (viii) other subjective factors, including concentrations and information obtained from regulators and rating agencies. Impairments to the carrying value of our investment securities may need to be taken in the future, which could have a material adverse effect on our financial condition and results of operations.

We may be required to recognize an impairment of our goodwill or core deposit intangible assets, or to establish a valuation allowance against our deferred income tax assets, which could have a material adverse effect on our financial condition and results of operations.

Goodwill represents the excess of the amounts paid to acquire assets over their fair value at the date of acquisition. We test goodwill at least annually for impairment. Substantially all of our goodwill at December 31, 2019 was recorded on the books of TCF Bank. The fair value of TCF Bank is impacted by the performance of its business and other factors. Core deposit intangible ("CDI") assets represent the estimated value of stable customer deposits, excluding time deposits, acquired in business combinations that provide a source of funds below market interest rates. We amortize our CDI assets over the estimated period the corresponding customer deposits are expected to exist. We test our CDI assets periodically for impairment. If we experience higher than expected deposit run-off, our CDI assets could be impaired. If we determine that our goodwill or CDI assets have been impaired, we must recognize a write-down by the amount of the impairment, with a corresponding charge to net income. Such write-downs could have a material adverse effect on our financial condition and results of operations. At December 31, 2019, we had $1.3 billion of goodwill, representing 22.7% of shareholders' equity and $130.2 million of CDI assets.

Deferred income tax represents the tax effect of the differences between the book and tax basis of assets and liabilities. Deferred tax assets are assessed periodically by management to determine if they are realizable. Factors in management's determination include our performance, including the ability to generate taxable net income. If, based on available information, it is more-likely-than-not that the deferred income tax asset will not be realized, then a valuation allowance must be established with a corresponding charge to net income. As of December 31, 2019, we carried a valuation allowance against our deferred tax assets of $12.8 million. Charges to establish a valuation allowance with respect to our deferred tax assets could have a material adverse effect on the financial condition and results of operations.

We are periodically named as a defendant in a variety of litigation and other actions, which may have a material adverse effect on our financial condition and results of operations.

We are periodically subject to claims and legal actions related to our operations. These claims and legal actions, could result in large, unpredictable monetary awards or penalties, as well as significant defense costs. While we maintain insurance coverage in amounts and with deductibles that we believe are appropriate for our operations, such insurance does not cover all types of liability, including regulatory fines or penalties and may not continue to be available to us at a reasonable cost, or at all. As a result, we may be exposed to substantial uninsured liabilities, which could have a material adverse effect on our financial condition and results of operations.

In addition, customers may make claims and take legal action pertaining to our deposit products and sale and servicing of our loan and lease products, account opening/origination practices, fees, employment practices, checking account overdraft program “opt in” requirements, or fiduciary responsibilities. Whether or not such claims and legal actions have merit, they may result in significant financial liability and could adversely affect the market perception of TCF Bank and our products and services, as well as impact customer demand for those products and services. Any financial liability or reputational damage could have a material adverse effect on our financial condition and results of operations.

In addition, the financial services industry has increasingly been targeted by lawsuits alleging infringement of patent rights, often from patent holding companies seeking to monetize patents they have purchased or otherwise obtained. Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, we may have to engage in protracted and costly litigation which may be time consuming and disruptive to our operations and management. If we are found to infringe on one or more patents or other intellectual property rights, we may be required to pay substantial damages or royalties to a third-party, or it may be subject to a temporary or permanent injunction prohibiting us from utilizing certain technologies.

From time to time we are, or may become, involved in suits, legal proceedings, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

Many aspects of the banking business involve a substantial risk of legal liability. From time to time, we are, or may become, the subject of reviews, investigations and proceedings, and other forms of regulatory inquiry, including by bank regulatory agencies, self-regulatory agencies, the SEC and law enforcement authorities. The results of such proceedings could lead to significant civil or criminal penalties, including monetary penalties, damages, adverse judgements, settlements, fines, injunctions, restrictions on the way we conduct our business or reputational harm.

We are subject to extensive laws and government regulation and supervision and these laws or regulations, or changes to them or their enforcement could have a material adverse effect on our financial results.

We are subject to extensive federal and state laws, regulation and supervision. Banking regulations are primarily intended to protect bank customers, depositors' funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect our revenues, lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulators continually review banking laws, regulations and policies for possible changes and the implementation of banking laws or regulations may change depending on leadership at federal banking agencies. Since many new banking rules are issued with limited interpretive guidance, we may not sufficiently comply with or anticipate the full impact of such new rules.

For example, the Community Reinvestment Act, the Equal Credit Opportunity Act and the Fair Housing Act impose nondiscriminatory lending requirements on financial institutions. The Federal Reserve, the CFPB, the Department of Justice, and other federal and state agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. A successful challenge to our performance under the fair lending laws and regulations could adversely impact our rating under the Community Reinvestment Act and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact our reputation, business, financial condition and results of operations.

Future changes in regulations, regulatory policies, interpretation and enforcement of statutes, regulations or policies could reduce revenues and increase compliance burdens and limit the types of financial services and products we may offer, or increase competition from non-banks offering competing financial services and products, among other things. Future legislative and regulatory initiatives cannot be fully or accurately predicted. Such proposals may impose more stringent standards than currently applicable or anticipated with respect to capital and liquidity requirements, leverage, deposit insurance and risk management requirements for depository institutions. For example, the CFPB has examination and enforcement authority over TCF Bank and its subsidiaries, and broad rulemaking authority to administer and carry out the purposes and objectives of the federal consumer financial laws with respect to all financial institutions that offer financial products and services to consumers. The CFPB is authorized to make rules identifying and prohibiting acts or practices that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The term "abusive" may be interpreted in changing or inconsistent ways over time. Regulatory actions that adversely impact our deposit, lending, loan collection, campus banking programs or customer opt-in preferences with respect to overdrafts could have a material adverse effect on our financial condition and results of operations. In recent years there has been an increase in the frequency of enforcement actions brought by federal banking regulators, such as the CFPB, dealing with matters such as fair lending, account fees, loan servicing and other products and services provided to customers.

While we have policies and procedures designed to prevent violations of laws, regulations and regulatory policies, and to ensure compliance with new or changed laws, regulations and regulatory policies, there can be no assurance that violations will not occur, and failure to comply could result in reputational damage, remediation, disgorgement, penalties, increased capital requirements, higher deposit insurance assessments, other monetary relief, injunctive relief or changes to our business practices or operations, any of which could have a material adverse effect on our financial condition and results of operations.

We are exposed to risk of environmental liabilities with respect to real properties that we may acquire.

In the course of our business, we may acquire properties securing loans we have originated or purchased through the foreclosure of loans that are in default. Particularly in commercial real estate lending, there is a risk that hazardous substances could be discovered on these properties. In this event, we might be required to remove these substances from the affected properties at our sole cost and expense. The cost of this removal could substantially exceed the value of the affected properties. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third-parties seeking damages for environmental contamination emanating from the site. We may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. If we were to become subject to significant environmental liabilities or costs, our business, results of operations and financial condition could be materially and adversely affected.

Our framework for managing risks may not be effective in mitigating risk and any resulting loss.

Our risk management framework seeks to mitigate risk and any resulting loss. We have established processes intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including legal and compliance, operational, reputational, strategic and market risk such as interest rate, credit, liquidity and foreign currency risk. However, as with any risk management framework, there are inherent limitations to our risk management strategies. There may exist, or develop in the future, risks that we have not appropriately anticipated or identified. Any future breakdowns in our risk management framework could have a material adverse effect on our financial condition and results of operations.

We depend on the accuracy and completeness of information about our customers and counterparties.

In deciding whether to extend credit or enter into other transactions, and in evaluating and monitoring our loan and lease portfolio on an ongoing basis, we rely on information provided to us by or on behalf of our customers and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations of those customers and counterparties or of other third-parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate, incomplete, fraudulent or misleading financial statements, credit reports or other financial or business information, or the failure to receive such information on a timely basis, could result in loan and lease losses, reputational damage or other effects that could have a material adverse effect on our business, financial condition or results of operations.

We depend on our executive officers and other key employees to continue the implementation of our long-term business strategy, and we could be harmed by the unexpected loss of their services.

We believe that our continued growth and future success will depend in large part on the skills of our executive officers and other key employees and our ability to motivate and retain these individuals, as well as our ability to attract, motivate and retain highly skilled employees. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business strategy may be lengthy. If we are unable to retain personnel, including our key management, who are critical to the successful integration of Legacy TCF and our future operations, we could face disruptions in our operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment costs. If the services of any of our of key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, or at all, which could have a material adverse effect on our business, financial condition, results of operation and future prospects.

Our business needs and future growth may require us to raise additional capital, but that capital may not be available or may be dilutive.

We are required by federal and state regulatory authorities to maintain specified levels of capital to support our operations. We may need to raise additional capital, in the form of debt or equity, in the future to have sufficient capital resources to meet our commitments and to fund our business needs and future growth, particularly if the quality of our assets or earnings were to deteriorate significantly. In addition, we are required by federal regulatory authorities to maintain adequate levels of capital to support our operations. Our ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance. We cannot assure that we will be able to raise additional capital in the future on terms acceptable to us or at all. Any occurrence that limits our access to capital, may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. Any inability to raise capital on acceptable terms when needed could have a material adverse effect on our business, financial condition and results of operations and could be dilutive to both tangible book value and our share price.

In addition, an inability to raise capital when needed may subject us to increased regulatory supervision and the imposition of restrictions on our growth and business. These restrictions could negatively affect our ability to operate or further expand our operations through loan growth, acquisitions or the establishment of additional branches and may result in increases in operating expenses and reductions in revenues that could have a material adverse effect on our financial condition, results of operations and our share price.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. A diminished availability of counterparties who satisfy our credit quality requirements could negatively impact our business. In addition, our credit risk may be exacerbated when the collateral that we hold cannot be realized or is liquidated at prices insufficient to recover the full amount of the loan. We can give no assurance that any such losses would not materially and adversely affect our business, financial condition or results of operations.

Our controls and procedures may fail or be circumvented.

Management regularly reviews and updates our internal controls and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. A significant failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

We depend on information technology, information and data, and telecommunications systems of third-parties, and systems failures, interruptions involving these systems could have an adverse effect on our operations, financial condition and results of operations.

Our business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems, third-party servicers accounting systems and mobile and online banking platforms. We outsource some of our major systems, such as payment processing systems, and online banking platforms. While we select these third-party vendors carefully and attempt to monitor ongoing compliance with any arrangements with TCF, we do not control their actions. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If sustained or repeated, a system failure or service denial could result in a deterioration of our ability to process new and renewal loans, gather deposits and provide customer service, compromise our ability to operate effectively, damage our reputation, result in a loss of customer business and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations. In addition, failure of third-parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third-parties could disrupt our operations or adversely affect our reputation. Furthermore, concentration among larger third-party providers servicing large segments of the banking industry can also potentially affect wide segments of the financial industry.

It may be difficult for us to replace some of our third-party vendors, particularly vendors providing our core banking, debit card services and information services in a timely manner if they are unwilling or unable to provide us with these services in the future for any reason, and even if we are able to replace them, it may be at higher cost or result in the loss of customers. Any such events could have a material adverse effect on our business, financial condition or results of operations. In addition, the conversion of Legacy TCF’s business to our core operating system and any future implementation of technological changes and upgrades to maintain current systems represent significant undertakings that may result in operational and customer challenges during and after implementation. Key challenges include service interruptions, transaction processing errors and system conversion delays, which may cause us to alienate customers or fail to comply with applicable laws, and may cause us to incur additional expenses, which may be substantial.

Uncertainty relating to the London Inter-bank Offered Rate, or LIBOR, calculation process and potential phasing out of LIBOR may adversely affect us.

On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calibration of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what rate or rates may become acceptable alternatives to LIBOR and it is impossible to predict the effect of any such alternatives on the value of LIBOR-based securities and variable rate loans, or other securities or financial arrangements, given LIBOR’s role in determining market interest rates globally. If LIBOR rates are no longer available, and we are required to implement substitute indices for the calculation of interest rates under our loan agreements with our borrowers, we may experience significant expenses in effecting the transition, and may be subject to disputes or litigation with customers and creditors over the appropriateness or comparability to LIBOR of the substitute indices, which could have an adverse effect on our results of operations.

We rely on quantitative models to manage certain accounting, risk management and capital planning functions.

We use quantitative models to help manage certain aspects of our business and to assist with certain business decisions, including estimating probable loan losses, measuring the fair value of financial instruments when reliable market prices are unavailable, estimating the effects of changing interest rates and other market measures on our financial condition and results of operations, risk management and for capital planning purposes. Our modeling methodologies rely on many assumptions, historical analyses and correlations. These assumptions may be incorrect, particularly in times of market distress, and the historical correlations on which we rely may no longer be relevant. Additionally, as businesses and markets evolve, our measurements may not accurately reflect this evolution. Even if the underlying assumptions and historical correlations used in our models are adequate, our models may be deficient due to errors in computer code, bad data, misuse of data, or the use of a model for a purpose outside the scope of the model’s design.

All models have certain limitations. Reliance on models presents the risk that our business decisions based on information incorporated from models will be adversely affected due to incorrect, missing or misleading information. In addition, our models may not capture or fully express the risks we face, may suggest that we have sufficient capitalization when we do not, or may lead us to misjudge the business and economic environment in which we will operate. If our models fail to produce reliable results on an ongoing basis, we may not make appropriate risk management, capital planning, or other business or financial decisions. Strategies that we employ to manage and govern the risks associated with our use of models may not be effective or fully reliable, and as a result, we may realize losses or other lapses. Also, information that we provide to the public or regulators based on poorly designed models could be inaccurate or misleading.

Banking regulators continue to focus on the models used by banks and bank holding companies in their businesses. Some of our decisions that the regulators evaluate, including distributions to our shareholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information is insufficient. Accordingly, the failure or inadequacy of a model may result in increased regulatory scrutiny on us or may result in an enforcement action or proceeding against us by one of our regulators.

We are subject to examinations, challenges and rates set by tax authorities that could adversely affect our results of operations and financial condition.

We are subject to federal, state and foreign income tax regulations, which often require interpretation due to their complexity. Changes in income tax regulations or tax rates, including those resulting from the enactment of Tax Reform or in how the regulations are interpreted could have a material adverse effect on our results of operations. In the normal course of business, we are routinely subject to examinations and challenges from taxing authorities regarding our tax positions. Taxing authorities have been aggressive in challenging tax positions taken by financial institutions. These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property and income tax issues, including tax base, apportionment and tax credit planning. These challenges may result in adjustments to the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. If any such challenges are made and are not resolved in our favor, they could have a material adverse effect on our financial condition and results of operations.

Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact our business.

Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event in the future could have a material adverse effect on our business, financial condition and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our headquarters is located in Detroit, Michigan, in an office building that is leased. We also operate regional offices located in the Minneapolis-St. Paul area of Minnesota and Midland, Michigan. At December 31, 2019, we leased or licensed 177 of our bank branch offices, owned the buildings and land for 313 of our bank branch offices and owned the buildings and leased the land for the remaining 30 of our bank branch offices, all of which are functional and appropriately maintained and are utilized by both our Consumer Banking and Commercial Banking reportable segments. These branch offices are located in Michigan, Illinois, Minnesota, Colorado, Ohio, Wisconsin, Arizona and South Dakota. For further information on premises and equipment, see "Note 9. Premises and Equipment, Net" of Notes to Consolidated Financial Statements.

Item 3. Legal Proceedings

From time to time we are a party to legal proceedings arising out of our lending, leasing and deposit operations, including foreclosure proceedings and other collection actions as part of our lending and leasing collections activities. We may also be subject to regulatory examinations and enforcement actions brought by federal regulators, including the SEC, the Federal Reserve, the OCC and the CFPB which may impose sanctions on us for failures related to regulatory compliance. From time to time borrowers and other customers, and employees and former employees have also brought actions against us, in some cases claiming substantial damages. We, like other financial services companies, are also subject to the risk of class action litigation. Litigation is often unpredictable and the actual results of litigation cannot be determined and therefore the ultimate resolution of a matter and the possible range of loss associated with certain potential outcomes cannot be established. Based on our current understanding of our pending legal proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, would have a material adverse effect on our consolidated financial position, operating results or cash flows.

On February 22, 2016, two putative class action and derivative complaints were filed in the Circuit Court for Oakland County, Michigan by individuals purporting to be a shareholder of Talmer Bancorp, Inc. ("Talmer"), a company that merged with Chemical on August 31, 2016. The actions are styled Regina Gertel Lee v. Chemical Financial Corporation, et. al., Case No. 2016-151642-CB and City of Livonia Employees’ Retirement System v. Chemical Financial Corporation et. al., Case No. 2016-151641-CB. These complaints purport to be brought derivatively on behalf of Talmer against the individual defendants, and individually and on behalf of all others similarly situated against Talmer and the Corporation (collectively, the "Defendants"). The complaints allege, among other things, that the directors of Talmer breached their fiduciary duties to Talmer’s shareholders in connection with the merger by approving a transaction pursuant to an allegedly inadequate process that undervalues Talmer and includes preclusive deal protection provisions, and that we allegedly aided and abetted the Talmer directors in breaching their duties to Talmer’s shareholders. The complaints also allege that the individual defendants have been unjustly enriched. Both complaints seek various remedies on behalf of the putative class (consisting of all shareholders of Talmer who are not related to or affiliated with any defendant). They request, among other things, that the Court enjoin the merger from being consummated in accordance with its agreed-upon terms, direct the Talmer directors to exercise their fiduciary duties, rescind the merger agreement to the extent that it is already implemented, award the plaintiff all costs and disbursements in each respective action (including reasonable attorneys’ and experts’ fees), and grant such further relief as the court deems just and proper. The City of Livonia plaintiff amended its complaint on April 21, 2016 to add additional factual allegations, including but not limited to allegations that Keefe Bruyette & Woods, Inc. ("KBW") served as a financial advisor for the merger despite an alleged conflict of interest, that Talmer’s board acted under actual or potential conflicts of interest, and that the defendants omitted and/or misrepresented material information about the merger in the Form S-4 Registration Statement relating to the merger. These two cases were consolidated as In re Talmer Bancorp Shareholder Litigation, case number 2016-151641-CB, per an order entered on May 12, 2016. On October 31, 2016, the plaintiffs in this consolidated action again amended their complaint, adding additional factual allegations, adding KBW as a defendant, and asserting that KBW acted in concert with us to aid and abet breaches of fiduciary duty by Talmer's directors. The Defendants all filed motions for summary disposition seeking dismissal of all claims with prejudice. The Court issued an opinion and order on those motions on May 4, 2017 and granted dismissal to us, but denied the motions filed by KBW and the individual defendants. KBW and the individual defendants filed an application seeking leave to appeal the Court's ruling to the Michigan Court of Appeals. That application was denied by the Michigan Court of Appeals on August 16, 2017. On June 8, 2017, the Defendants filed a notice with the Court that the plaintiffs had failed to timely certify a class as required by the Michigan Court Rules. Upon the filing of that notice, the City of Livonia case became an individual action brought by the two named plaintiffs, and cannot proceed as a class action. On October 19, 2017, the Defendants filed motions for summary disposition under MCR 2.116(C) (10) in the City of Livonia case, again seeking the dismissal of the case. A hearing on those motions was held on April 11, 2018. On May 11, 2018, the Court issued its opinion and order granting the motion of the Defendants, and dismissing the case. On May 25, 2018, the plaintiffs filed a claim of appeal from the Court's decision with the Michigan Court of Appeals. By order dated August 7, 2018, the Michigan Court of Appeals consolidated the City of Livonia case with the Nicholl case discussed below.

On June 16, 2016, the same putative class plaintiff that filed the City of Livonia state court action discussed in the preceding paragraph filed a complaint in the United States District Court for the Eastern District of Michigan, styled City of Livonia Employees’ Retirement System v. Chemical Financial Corporation, et. al., Docket No. 1:16-cv-12229. The plaintiff purports to bring this action "individually and on behalf of all others similarly situated," and requests certification as a class action. The Complaint alleges violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 and alleges, among other things, that the Defendants issued materially incomplete and misleading disclosures in the Form S-4 Registration Statement relating to the merger. The Complaint contains requests for relief that include, among other things, that the Court enjoin the transaction unless and until additional information is provided to Talmer’s shareholders, declare that the Defendants violated the securities laws in connection with the merger, award compensatory damages, interest, attorneys’ and experts’ fees, and that the Court grant such other relief as it deems just and proper. On October 18, 2016, the Federal Court entered a stipulated order staying this action until the Oakland County Circuit Court issues rulings on motions for summary disposition in In re Talmer Bancorp Shareholder Litigation, case number 2016-151641-CB. Following the Oakland County Circuit Court's denial of the Motions by KBW and the individual defendants and their ensuing application for leave to appeal that ruling, the Federal Court issued an order extending the stay of this action. On November 13, 2017, the Federal Court issued an Order Directing Plaintiff To Show Cause Why The Stay Should Not Be Lifted. On June 29, 2018, the Court issued an Order Lifting Stay. The plaintiff filed an amended complaint on July 27, 2018. In response to the amended complaint, the Defendants filed a Motion To Dismiss on August 24, 2018. On November 8, 2018, the Court entered an Order Staying Case Pending Appeal And Holding In Abeyance Motion To Dismiss. In the Order, the Court ruled that the case is stayed pending resolution of the appeals in the state court actions. The Order provides that if the Michigan Court of Appeals upholds the trial court decisions, and that ruling becomes final, the doctrine of collateral estoppel will preclude the plaintiffs in the City of Livonia and Nicholl cases from pursuing the federal case.

In response to the failure of the City of Livonia case to qualify as a class action, on July 31, 2017, the same attorneys who filed the City of Livonia action field a new lawsuit in the Oakland County, Michigan Circuit Court, based on the Talmer transaction. That case is styled Kevin Nicholl v Gary Torgow et al, Case No. 2017-160058-CB. The Nicholl case makes substantially the same claims as were brought in the City of Livonia case, and seeks certification of a shareholder class. The Nicholl case was assigned to Judge Wendy Potts, the same judge presiding over the City of Livonia case. On November 22, 2017, the plaintiff filed a First Amended Complaint purporting to add the City of Livonia Employees’ Retirement System and Regina Gertel Lee as additional named plaintiffs in the case. The Defendants moved to strike the class allegations in the Nicholl case based on the failure of the plaintiffs to timely file a motion to certify a class. On April 2, 2018, the Court entered an opinion and order confirming that the class allegations in the Nicholl case are stricken, and the Nicholl case will proceed as an individual action only. On April 23, 2018, the plaintiffs filed a claim of appeal with the Michigan Court of Appeals from the Court’s April 2, 2018 opinion and order.

As in the City of Livonia case, the Defendants filed motions for summary disposition in the Nicholl case, seeking dismissal of the Nicholl case. Argument on these motions was heard on April 11, 2018, together with arguments on the summary disposition motions of the Defendants in the City of Livonia case. On May 8, 2018 the Court issued its opinion and order granting the motion of the Defendants, and dismissing the Nicholl case. On May 25, 2018 the plaintiffs filed a claim of appeal from the Court’s decision with the Michigan Court of Appeals. The Court’s dismissal of the Nicholl case obviates the April 23, 2018 appeal filed by the Nicholl plaintiff with respect to the Court’s order of April 2, 2018 finding that the plaintiff failed to timely certify a class in the Nicholl litigation. By order dated August 7, 2018, the Michigan Court of Appeals consolidated the Nicholl case with the City of Livonia case.

On January 3, 2018, the plaintiffs in the City of Livonia case filed a Motion For Voluntary Dismissal Without Prejudice. Defendants filed an opposition to that motion. The Court did not rule on that motion, pending ruling on the Defendant’s summary disposition motions in the City of Livonia and Nicholl cases. The Court's dismissal of the City of Livonia case obviates the need for a ruling on this motion.

On October 17, 2019 the Michigan Court of Appeals ruled in favor of the Defendants in both the City of Livonia and Nicholl cases, affirming the decisions of the trial court. The plaintiffs did not appeal the Michigan Court of Appeals decision; the decision became final on December 2, 2019. The City of Livonia and Nicholl cases are closed. By stipulation of the parties, an order dated December 20, 2019 was issued in the federal case, closing that case with prejudice. All litigation concerning the Talmer merger transaction has now been finally resolved in favor of the Defendants.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common stock trades on the NASDAQ Stock Market^® under the symbol "TCF." As of February 24, 2020, there were 8,617 holders of record of our common stock.

Dividends

The Board of Directors of TCF Financial and TCF Bank have each adopted a Capital Adequacy and Dividend Policy. The policies define how enterprise risk related to capital will be managed, how the adequacy of capital will be measured and the process by which capital strategy, capital management and preferred and common stock dividend recommendations will be presented to TCF's Board of Directors. Our management is charged with ensuring that capital strategy actions, including the declaration of preferred and common stock dividends, are prudent, efficient and provide value to our shareholders, while ensuring that past and prospective earnings retention is consistent with our capital needs, asset quality, risk profile and overall financial condition.

The Board of Directors currently intends to continue its practice of paying quarterly cash dividends on our common stock as justified by our financial condition. The declaration and amount of future dividends will depend on circumstances existing at the time, including our earnings, financial condition and capital requirements, the cash available to pay such dividends (derived mainly from dividends and distributions from TCF Bank which may be limited by its dividend paying capacity), alternative uses of capital, and regulatory and contractual limitations and such other factors as the Board of Directors may deem relevant. In addition, the ability of TCF Financial and TCF Bank to pay dividends depends on regulatory policies and capital requirements and may be subject to regulatory approval. See "Item 1. Business - Regulation - Regulatory Capital Requirements", "Item 1. Business - Regulation - Restrictions on Distributions", "Note 19. Regulatory Capital Requirements" and "Note 28. Parent Company Financial Information" of Notes to Consolidated Financial Statements. Dividends for the current dividend period on all outstanding shares of preferred stock must be declared and paid or declared and a sum sufficient for the payment thereof must be set aside before any dividend may be declared or paid on our common stock.

Total Return Performance

The following chart compares the cumulative total shareholder return on our common stock over the last five fiscal years with the cumulative total return of the KBW NASDAQ Regional Banking Index and the Standard and Poor's ("S&P") 500 Stock Index (assuming the investment of $100 in each index on December 31, 2014 and reinvestment of all dividends). As a result of the Merger in which Chemical Financial Corporation was the legal acquirer and subsequently changed its name to TCF Financial Corporation, the total shareholder return shown below for TCF Financial Corporation reflects Chemical Financial Corporation's stock price and dividends paid for the period of December 31, 2014 through the closing of the Merger on August 1, 2019, and the combined company's stock price and dividends paid for the period of August 1, 2019 through December 31, 2019.

TCF Total Stock Return Performance Chart⁽¹⁾

u TCF Financial Corporation⁽¹⁾ l KBW NASDAQ Regional Banking Index n S&P 500 Index



	At December 31,
Index	2014		2015		2016		2017		2018		2019
TCF Financial Corporation	$	100.00	$	115.40	$	187.09	$	188.80	$	132.36	$	174.96
KBW NASDAQ Regional Banking Index	100.00		105.91		147.24		149.82		123.60		153.03
S&P 500 Index	100.00		101.38		113.51		138.29		132.23		173.86

Source: S&P Global Market Intelligence

⁽¹⁾ Prior to the Merger, the shares were traded under the symbol "CHFC".

Repurchases of TCF Common Stock

Share repurchase activity for the quarter ended December 31, 2019 was as follows:



(Dollars in thousands, except per share data)	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
October 1 to October 31, 2019
Share repurchase program⁽¹⁾	37,000	$	39.61	37,000	$	148,534
Employee transactions⁽²⁾	4,924	37.14		N.A.	N.A.
November 1 to November 30, 2019
Share repurchase program⁽¹⁾	620,817	$	41.93	620,817	$	122,505
Employee transactions⁽²⁾	7,450	41.78		N.A.	N.A.
December 1 to December 31, 2019
Share repurchase program⁽¹⁾	—	$	—	—	$	122,505
Employee transactions⁽²⁾	408	46.80		N.A.	N.A.
Total
Share repurchase program⁽¹⁾	657,817	$	41.80	657,817	$	122,505
Employee transactions⁽²⁾	12,782	40.15		N.A.	N.A.

N.A. Not Applicable


⁽¹⁾	On October 24, 2019, the Board of Directors approved an authorization to repurchase up to $150 million of our common stock. Repurchases will be based on market conditions, the trading price of our shares and other factors. The ability to repurchase shares in the future may be adversely affected by new legislation or regulations or by changes in regulatory policies.

⁽²⁾

Represents restricted stock withheld pursuant to the terms of awards granted under the Legacy TCF Financial 2015 Omnibus Incentive Plan to offset tax withholding obligations that occur upon vesting and release of restricted stock. The plan provides that the value of shares withheld shall be the average of the high and low prices of common stock of TCF Financial Corporation on the date the relevant transaction occurs.

Item 6. Selected Financial Data

The selected five-year financial summary presented below should be read in conjunction with the Consolidated Financial Statements and related notes. Financial results were significantly impacted by the Merger, and periods before the Merger reflect financial data of Legacy TCF, while periods after the Merger reflect financial data for the combined company. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. In addition, the number of shares issued and outstanding, earnings per share, additional paid-in-capital, dividends paid and all references to share quantities of TCF have been retrospectively restated to reflect the equivalent number of shares issued in the Merger as the Merger was treated as a reverse merger. Our Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles ("GAAP"). As noted in the following table, certain non-GAAP financial measures are included, which should be read in conjunction with the section entitled, "Non-GAAP Financial Measures" and the accompanying table entitled "Reconciliation of Non-GAAP Operating Results," for reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure. Historical data is not necessarily indicative of our future results of operations or financial condition. See "Item 1A. Risk Factors" for more discussion of factors that could cause our results to differ significantly from management's expectation.

Five-Year Financial Summary



	For the Year Ended December 31,
(Dollars in thousands, except per share data)	2019			2018			2017			2016			2015
Consolidated Income:
Interest income	$	1,587,261		$	1,159,329		$	1,031,745		$	942,681		$	903,473
Interest expense	298,229			150,834			94,271			82,956			71,851
Net interest income	1,289,032			1,008,495			937,474			859,725			831,622
Noninterest income	465,532			454,397			436,063			454,281			430,764
Total revenue	1,754,564			1,462,892			1,373,537			1,314,006			1,262,386
Provision for credit losses	65,282			46,768			68,443			65,874			52,944
Noninterest expense	1,332,115			1,014,400			1,059,934			909,887			894,747
Income before income tax expense	357,167			401,724			245,160			338,245			314,695
Income tax expense (benefit)	50,241			86,096			(33,624		)	116,528			108,872
Income attributable to non-controlling interest	11,458			11,270			10,147			9,593			8,700
Net income attributable to TCF	295,468			304,358			268,637			212,124			197,123
Preferred stock dividends	9,975			11,588			19,904			19,388			19,388
Impact of preferred stock redemption	—			3,481			5,779			—			—
Net income available to common shareholders	$	285,493		$	289,289		$	242,954		$	192,736		$	177,735
Earnings per common share:
Basic	$	2.56		$	3.44		$	2.83		$	2.27		$	2.11
Diluted	2.55			3.43			2.83			2.27			2.11
Dividends declared	1.29			1.18			0.59			0.59			0.44
Financial Ratios:
Return on average assets ("ROAA")	0.92		%	1.37		%	1.26		%	1.05		%	1.03		%
Return on average common equity ("ROACE")	7.67			12.42			10.80			9.13			9.19
Return on average tangible common equity ("ROATCE")(non-GAAP)⁽¹⁾	9.81			13.56			15.73			10.29			10.48
Net interest margin (GAAP)	4.17			4.66			4.52			4.33			4.45
Net interest margin (FTE)⁽²⁾⁽³⁾	4.20			4.69			4.59			4.34			4.42
Dividend payout ratio	50.41			34.33			20.83			26.09			21.03
Efficiency ratio	75.92			69.34			77.17			69.25			70.88
Net charge-offs as a percentage of average loans and leases	0.27			0.29			0.24			0.26			0.30
Adjusted Financial Results (non-GAAP):
Adjusted net income attributable to TCF⁽¹⁾	$	461,232		$	329,867		$	211,025		$	212,124		$	197,123
Adjusted diluted earnings per common share⁽¹⁾	$	4.04		$	3.73		$	2.16		$	2.27		$	2.11
Adjusted ROAA⁽¹⁾	1.41		%	1.48		%	1.00		%	1.05		%	1.03		%
Adjusted ROACE⁽¹⁾	12.13			13.51			8.24			9.13			9.19
Adjusted ROATCE⁽¹⁾	15.34			14.74			9.25			10.29			10.48
Adjusted efficiency ratio ⁽¹⁾	60.58			64.77			69.71			67.59			69.55


(1)	See "Item 7. Management's Discussion and Analysis - Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" for further information.


(2)	Net interest income on a fully tax-equivalent ("FTE") basis divided by average interest-earning assets.


(3)	Presented on a tax-equivalent basis using the federal statutory tax rate in effect for each period presented.



	At December 31,
(Dollars in thousands)	2019			2018			2017			2016			2015
Consolidated Financial Condition:
Loans and leases	$	34,497,464		$	19,073,020		$	19,105,284		$	17,844,716		$	17,436,744
Total assets	46,651,553			23,699,612			23,002,159			21,441,326			20,689,609
Deposits	34,468,463			18,903,686			18,335,002			17,242,522			16,719,989
Borrowings	5,023,593			1,449,472			1,249,449			1,077,572			1,039,938
Total equity	5,727,241			2,556,260			2,680,584			2,444,645			2,306,917
Financial Ratios:
Common equity to assets	11.87		%	9.99		%	10.42		%	10.09		%	9.80		%
Tangible common equity as a percent of tangible assets (non-GAAP)⁽¹⁾	9.01			9.32			9.72			9.13			8.79
Total risk-based capital ratio	12.70			13.38			13.90			13.69			13.71
Book value per common share	$	36.20		$	28.44		$	27.48		$	24.91		$	23.50
Tangible book value per common share (non-GAAP)⁽¹⁾	26.60			26.33			25.43			22.29			20.85
Credit Quality Ratios:
Nonaccrual loans and leases as a percentage of total loans and leases	0.49		%	0.56		%	0.62		%	1.02		%	1.15		%
Nonperforming assets as a percentage of total loans and leases and other real estate owned	0.59			0.65			0.72			1.28			1.43
Allowance for loan and lease losses as a percentage of total nonaccrual loans and leases	66.64			148.65			144.24			88.33			77.85


(1)	See "Item 7. Management's Discussion and Analysis - Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" for further information.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Table of Contents



Description	Page
Forward-looking Information	34
Overview	36
Critical Accounting Estimates	37
Results of Operations	39
Performance Summary	39
Consolidated Income Statement Analysis	39
Net Interest Income	40
Provision for Credit Losses	43
Noninterest Income	44
Noninterest Expense	45
Income Taxes	46
Reportable Segment Results	46
Consolidated Financial Condition Analysis	49
Investment Securities	49
Loans and Leases	50
Credit Quality	53
Liquidity Management	59
Deposits	60
Borrowings	60
Contractual Obligations and Commitments	62
Capital Management	62
Non-GAAP Financial Measures	64
Recent Accounting Developments	68

Forward-looking Information

Any statements in this Annual Report on Form 10-K that are not historical in nature are forward-looking statements for purposes of the safe harbor provided in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on, among other things, management’s beliefs, assumptions, current expectations, estimates and projections regarding the outlook for our businesses and primary banking markets and may include projections of future performance, targets, guidance, statements of our plans and objectives, forecasts of market trends and other matters. Such statements may be identified by such words or phrases as "will likely result," "are expected to," "will continue," "outlook," "will benefit," "is anticipated," "estimate," "project," "management believes" or similar expressions.

Management's determination of the provision and allowance for loan and lease losses; the carrying value of acquired loans and leases, goodwill and loan servicing rights; the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment); and management's assumptions concerning postretirement benefit plans involve judgments that are inherently forward-looking. There can be no assurance that future loan losses will be limited to the amounts estimated. All of the information concerning interest rate sensitivity is forward-looking. The future effect of changes in the financial and credit markets and the national and regional economies on the banking industry, generally, and on us, specifically, are also inherently uncertain.

These forward-looking statements are subject to certain risks, uncertainties and assumptions (“risk factors”) that could cause actual results to differ materially from those expressed or implied in such statements and no assurance can be given that the results in any forward-looking statement will be achieved. Any forward-looking statement speaks only as of the date on which it is made and we disclaim any obligation to subsequently revise any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of anticipated or unanticipated events, except as required by law. These risk factors include the risks discussed in Part I, Item 1A. of this Annual Report on Form 10-K under the heading "Risk Factors" or otherwise disclosed in documents filed or furnished by us with or to the SEC after the filing of this Annual Report on Form 10-K, the factors discussed below and any other cautionary statements, written or oral, which may be made or referred to in connection with any such forward-looking statements. Since it is not possible to foresee all such risk factors, these risk factors should not be considered as complete or exhaustive: a failure to manage credit risk; cyber-security breaches involving us or third-parties, hacking, denial of service, loss or theft of information, or other cyber-attacks that disrupt our business operations or damage our reputation; adverse developments affecting our branches, including supermarket branches; our inability to successfully execute on our growth strategy through acquisitions or expanding existing business relationships; adverse effects related to competition from traditional competitors, non-bank providers of financial services and new technologies; failure to keep pace with technological change, including with respect to customer demands or system upgrades; risks related to developing new products, markets or lines of business; risks related to our loan origination and sales activity; lack of access to liquidity or raise capital that isn’t dilutive; adverse changes in monetary, fiscal or tax policies; risks associated with actual or potential investigations or legal proceedings by customers, regulatory agencies or others; heightened consumer protection, supervisory or regulatory practices or requirements; deficiencies in our compliance programs or risk mitigation frameworks; dependence on accurate and complete information from customers and counterparties; the failure to attract and retain key employees; ineffective internal controls; soundness of other financial institutions and other counterparty risk, including the risk of default, operational disruptions, or diminished availability of counterparties who satisfy our credit quality requirements; inability to grow deposits, increase earnings and revenue, manage operating expenses, or pay and receive dividends; interruptions, systems failures information technology and telecommunications systems failures of third-party services; deficiencies in our quantitative models; the effect of any negative publicity or reputational damage; technological or operational difficulties; changes in accounting standards or interpretations of existing standards, including changes in accounting principles relating to loan loss recognition (CECL); adverse federal, state or foreign tax assessments; and the effects of man-made and natural disasters, any of which may negatively affect our operations and/or our customers.

This Annual Report on Form 10-K also contains forward-looking statements regarding our outlook or expectations with respect to the Merger with Legacy TCF, which are subject to risks, uncertainties and assumptions, including, among others, the following:

•

the possibility that the anticipated benefits of the Merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events;


•	the impact of purchase accounting with respect to the Merger, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;


•	diversion of management's attention from ongoing business operations and opportunities;


•	the operational integration of the merged businesses and operations, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results;


•	failure to attract new customers and retain existing customers in the manner anticipated;


•	the challenges of integrating, retaining and hiring key personnel; and


•	the potential impact of the Merger on relationships with third-parties, including customers, vendors, employees and competitors.

Management's discussion and analysis of the consolidated financial condition and results of operations of TCF Financial Corporation should be read in conjunction with "Part I, Item 1A. Risk Factors," "Item 6. Selected Financial Data" and "Item 8. Consolidated Financial Statements."

Overview

TCF Financial Corporation ("TCF") is a financial holding company, headquartered in Detroit, Michigan. TCF completed a merger of equals with Chemical Financial Corporation ("Merger of Equals") on August 1, 2019. We had total assets of $46.7 billion at December 31, 2019 and were the 28^th largest publicly traded bank holding company in the United States based on total assets at December 31, 2019.

Through our wholly-owned bank subsidiary, TCF National Bank, a national banking association ("TCF Bank") headquartered in Sioux Falls, South Dakota, we provide a full range of consumer-facing and commercial services, including consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial customers. As of December 31, 2019, we had 520 branches primarily located in Michigan, Minnesota, Illinois, Ohio, Colorado and Wisconsin (our "primary banking markets"). We also conduct business across all 50 states and Canada through our specialty lending and leasing businesses.

Merger of Equals

Business Overview

Net interest income, the difference between interest income earned on loans and leases, investment securities and other earning assets (interest income) and interest paid on deposits and borrowings (interest expense), represented 73.5% of our total revenue for 2019, compared with 68.9% for 2018 and 68.3% for 2017. Net interest income can change significantly from period to period based on interest rates, customer prepayment patterns and the volume and mix of interest earning assets, noninterest-bearing deposits and interest-bearing liabilities. We manage the risk of changes in interest rates on our net interest income through a management Asset & Liability Committee ("ALCO") and through related interest rate risk monitoring and management policies. See "Part I, Item 1A. Risk Factors" and "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" for further discussion.

Noninterest income is a significant source of our revenue and an important component of our results of operations. The significant components of noninterest income are from leasing revenue, fees and service charges on deposit accounts, card and ATM revenue, net gains on sales of loans and leases and servicing fee revenue. Leasing revenue generates noninterest income primarily from operating and sales-type leases. Providing a wide range of consumer banking services is an integral component of our business philosophy. Primary drivers of fees and service charges on deposit accounts include the number of customers we attract, the customers' level of engagement and the frequency with which the customer uses our solutions. We sell loans, primarily secured by consumer real estate, which results in gains on sales, as well as servicing fee income. Primary drivers of gains on sales include our ability to originate loans, identify loan buyers and execute loan sales.

The following portions of this Management's Discussion and Analysis of Financial Condition and Results of Operations ("Management's Discussion and Analysis") focus in more detail on the results of operations for 2019, 2018 and 2017 and on information about our financial condition, loan and lease portfolio, liquidity, funding resources, capital and other matters.

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in accordance with GAAP, Securities and Exchange Commission ("SEC") rules and interpretive releases and general practices within our industry. Application of these principles requires management to make estimates, assumptions and complex judgments that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. These estimates, assumptions and judgments are based on historical experience and various assumption that we believe to be reasonable as of the date of the financial statements; accordingly, as this information changes, our Consolidated Financial Statements could reflect different estimates, assumptions and judgments. Actual results could differ significantly from those estimates.

Certain accounting measurements inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. We use third-party sources to assist us with developing certain estimates, assumptions and judgments regarding certain amounts reported in our Consolidated Financial Statements and accompanying notes. When using third-party sources, management remains responsible for complying with GAAP. To execute management's responsibilities, we have processes in place to evaluate the third-party methodologies and to design and implement specific internal controls over valuation.

We have identified the determination of the allowance for loan and lease losses, accounting for business combinations (including fair value of purchased loans and leases and core deposit intangible), and the evaluation of goodwill impairment to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates. Therefore, we consider these policies, discussed below, to be critical accounting estimates and discuss them directly with the Audit Committee of our board of directors.

See "Note 3. Summary of Significant Accounting Policies" of Notes to Consolidated Financial Statements for further discussion of our significant accounting policies.

Allowance for Loan and Lease Losses

The allowance for loan and lease losses represents management’s estimate of probable loan and lease losses inherent in our loan portfolio in addition to the difference between the recorded investment and the present values of our most recent estimates of expected cash flows for PCI loans where we have identified additional impairment subsequent to the date of acquisition. Determining the amount of the allowance for loan and lease losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on PCI loans, estimated losses based on risk characteristics of loans and consideration of other qualitative factors, all of which may be susceptible to significant change.

The allowance for loan and lease losses is maintained at a level that management believes is appropriate to provide for probable loan and lease losses incurred in the portfolio as of the balance sheet date, including known or anticipated problem loans and leases, as well as for loans and leases which are not currently known to require specific allowance. Events that are not within our control, such as changes in economic factors, could change subsequent to the balance sheet date and could cause the allowance for loan and lease losses to be overstated or understated. The amount of the allowance for loan and lease losses is affected by loan charge-offs, which decrease the allowance for loan and lease losses; recoveries on loans previously charged off, which increase the allowance for loan and lease losses; and the provision for credit losses charged to earnings, which increases the allowance for loan and lease losses.

The amount of the allowance for loan and lease losses significantly depends on management's estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status and the amounts and timing of future cash flows expected to be received. Such estimates, appraisals, evaluations and cash flows may be subject to frequent adjustments due to changing economic prospects of borrowers, lessees or properties. Management reviews these estimates quarterly and adjustments, if necessary, are recorded in the provision for credit losses in the periods in which they become known.

See "Note 3. Summary of Significant Accounting Policies" and "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of the Consolidated Financial Statements for additional disclosure regarding our allowance for loan and lease losses.

Accounting for Business Combinations

In determining the estimated fair value of assets acquired as part of the Merger with Chemical, including the estimated fair value of acquired loans and leases and a core deposit intangible, management relied on a framework of internal controls in place to evaluate the relevance and reliability of key inputs and assumptions used in the fair value and to ensure the mathematical accuracy used to determine an appropriate fair value. Acquired loans and leases were valued using a discounted cash flow methodology with adjustments to contractual cash flows for probability of default, loss given default, market rates and prepayments speeds. Management based the assumptions used on historical data or available market information. The fair value of the core deposit intangible was estimated under the income approach based on discounted net cash flows. This estimate was determined by projecting net cash flow benefits derived from estimating costs to carry deposits compared to alternative funding costs, and includes key assumptions related to deposit interest rates, servicing costs, customer attrition rates, costs of alternative funding, discount rate, and net maintenance costs.

These assumptions were based on both internal data and available market information. Management reviewed the relevance and reliability of key valuation inputs used to support key assumptions. In cases where management utilized a third-party to assist with the valuation, management assessed the qualifications of the third-party and reviewed all outputs provided by the third-party for reasonableness. See "Note 2. Merger" and "Note 3. Summary of Significant Accounting Policies" for further information.

Goodwill

Goodwill represents the excess of the purchase price of our business acquisition and other purchases of bank branches and other businesses over the fair value of the net assets acquired. Goodwill is not amortized, but rather is tested by management annually for impairment, or more frequently if triggering events occur and indicate potential impairment, in accordance with ASC Topic 350-20, Goodwill (ASC 350-20). ASC 350-20 allows an entity to assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. ASC 350-20 also allows an entity to bypass the qualitative assessment approach and determine if goodwill is impaired utilizing a quantitative assessment approach.

In evaluating whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, we assess relevant events and circumstances, including macroeconomic conditions, industry and market considerations, overall financial performance, changes in the composition or carrying amount of assets and liabilities, the market price of our common stock, and other relevant factors. We could incur impairment charges related to goodwill in the future due to changes in financial results or other matters that could affect the fair value of our reporting units.

Results of Operations

Performance Summary We reported net income of $295.5 million for 2019, compared with $304.4 million for 2018 and $268.6 million for 2017. For the year ended December 31, 2019, net income included merger-related expenses of $172.0 million and notable items of $63.2 million. Notable items, on a pre-tax basis, for the year ended December 31, 2019, included a $32.1 million loss on sale of the Legacy TCF auto finance portfolio, a $17.3 million loss on termination of interest rate swaps, $9.4 million of expense associated with the write-down of company-owned vacant land parcels due to an intent to sell and branch exit costs, $6.3 million of expense related to pension fair valuation adjustment on plans with previously announced terminations, and $3.9 million of loan servicing rights impairment, partially offset by $5.8 million of gain on sales of certain investment securities. The year ended December 31, 2019, also included $11.8 million of tax basis adjustment benefits considered a notable item. For the year ended December 31, 2018, net income included a $32.0 million pre-tax charge related to the settlement to resolve certain matters with the Consumer Financial Protection Bureau (the "CFPB") and Office of the Comptroller of the Currency (the "OCC") considered a notable item. For the year ended December 31, 2017, net income included a $73.0 million goodwill impairment related to the discontinued auto finance loan originations and a $130.7 million income tax benefit due to the impact of the re-measurement of our estimated net deferred tax liability as a result of the enactment of the Tax Cuts and Jobs Act ("Tax Reform") considered notable items. Adjusted net income, a non-GAAP financial measure that excludes merger-related expenses and the identified notable items, net of tax, was $461.2 million for the year ended December 31, 2019, compared to $329.9 million for 2018 and $211.0 million for 2017. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

We reported diluted earnings per common share of $2.55 for 2019, compared with $3.43 for 2018 and $2.83 for 2017. Adjusted diluted earnings per common share, a non-GAAP financial measure that excludes merger-related expenses and the identified notable items, was $4.04 for the year ended December 31, 2019, compared to $3.73 for 2018 and $2.16 for 2017. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

The following table provides our financial ratios and adjusted ratios (non-GAAP), which exclude merger-related expenses and the identified notable items.



Summary of Financial Ratios
	Year Ended December 31,						Change From
	2019		2018		2017		2019/
	2019		2018		2017		2018
Return on average assets ("ROAA")	0.92	%	1.37	%	1.26	%	(45	)	bps
ROACE	7.67		12.42		10.80		(475	)
ROATCE (non-GAAP)⁽¹⁾	9.81		13.56		15.73		(375	)
Efficiency ratio	75.92		69.34		77.17		658
Adjusted Financial Results (non-GAAP)
Adjusted ROAA⁽¹⁾	1.41	%	1.48	%	1.00	%	(7	)	bps
Adjusted ROACE⁽¹⁾	12.13		13.51		8.24		(138	)
Adjusted ROATCE⁽¹⁾	15.34		14.74		9.25		60
Adjusted efficiency ratio⁽¹⁾	60.58		64.77		69.71		(419	)


(1)	See section entitled "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Consolidated Income Statement Analysis

Net Interest Income Net interest income was $1.3 billion for 2019, compared with $1.0 billion for 2018 and $937.5 million for 2017. Net interest income, our largest source of revenue (net interest income plus noninterest income), represented 73.5% of our total revenue for 2019, compared with 68.9% for 2018 and 68.3% for 2017. The increase in net interest income in 2019, compared to 2018, was primarily attributable to the increase in interest-earning assets acquired in the Merger, partially offset by the increase in interest-bearing liabilities acquired in the Merger. Net interest income included purchase accounting accretion and amortization of $58.9 million for 2019, substantially all as a result of the Merger. The increase in net interest income in 2018, compared to 2017, was primarily due to an increase in interest income on loans and leases as a result of interest rate increases on variable- and adjustable-rate loan portfolios and higher average balances, partially offset by an increase in cost of funds.

Net interest income, on a fully tax-equivalent ("FTE") basis, was $1.3 billion for 2019, compared with $1.0 billion for 2018 and $1.0 billion for 2017. Net interest income (FTE) is the difference between interest income and interest expense adjusted for the tax benefit received on tax-exempt loans, leases and investment securities. Net interest margin (FTE) is calculated by dividing net interest income (FTE) by average interest-earning assets, expressed as a percentage. Net interest income and net interest margin are affected by (i) changes in prevailing short- and long-term interest rates, (ii) loan, lease and deposit pricing strategies and competitive conditions, (iii) the volume and mix of interest-earning assets, noninterest-bearing deposits and interest-bearing liabilities, (iv) the level of nonaccrual loans and leases and other real estate owned and (v) the impact of modified loans and leases. Net interest margin was 4.17% for 2019, compared with 4.66% for 2018 and 4.52% for 2017. Net interest margin (FTE) was 4.20% for 2019, compared with 4.69% for 2018 and 4.59% for 2017. The decrease in both net interest margin and net interest margin (FTE) for the year ended December 31, 2019, compared to 2018, was primarily driven by a decrease in loan and lease yields due to the impact of the lower overall yield earned on loans and leases we acquired through the Merger, the impact of the Federal Reserve's interest rate cuts on our variable-rate loans and an increase in our cost of funds. The presentation of net interest income on a FTE basis and net interest margin (FTE) is not in accordance with GAAP but is customary in the banking industry, see the tables following for further information.

The following tables present the average balances of our major categories of assets and liabilities, interest income and expense on a FTE basis, average interest rates earned and paid on assets and liabilities, net interest income (FTE), net interest spread and net interest margin for the years ended December 31, 2019, 2018 and 2017. The presentation of net interest income on a FTE basis is not in accordance with GAAP but is customary in the banking industry. This non-GAAP measure ensures comparability of net interest income arising from both taxable and tax-exempt loans and investment securities.



	Year Ended December 31,
	2019							2018							Change
(Dollars in thousands)	Average Balance		Interest⁽¹⁾			Yields and Rates⁽¹⁾		Average Balance		Interest⁽¹⁾			Yields and Rates⁽¹⁾		Average Balance			Interest			Yields and Rates (bps)
Assets:
Federal Home Loan Bank and Federal Reserve Bank stocks	$	210,001	$	6,030		2.87	%	$	89,774	$	3,618		4.03	%	$	120,227		$	2,412		(116	)
Investment securities held-to-maturity	144,318		2,950			2.04		154,619		3,970			2.57		(10,301		)	(1,020		)	(53	)
Investment securities available-for-sale:
Taxable	3,516,413		103,077			2.93		1,390,016		37,436			2.69		2,126,397			65,641			24
Tax-exempt⁽²⁾	541,525		14,746			2.72		815,540		21,694			2.66		(274,015		)	(6,948		)	6
Loans and leases held-for-sale	336,292		18,599			5.53		103,240		6,686			6.48		233,052			11,913			(95	)
Loans and leases⁽²⁾⁽³⁾	25,484,955		1,435,976			5.61		18,827,047		1,085,948			5.75		6,657,908			350,028			(14	)
Interest-bearing deposits with banks and other	534,979		14,326			2.66		229,698		8,346			3.63		305,281			5,980			(97	)
Total interest-earning assets	30,768,483		1,595,704			5.17		21,609,934		1,167,698			5.39		9,158,549			428,006			(22	)
Other assets	2,758,447							1,452,214							1,306,233
Total assets	$	33,526,930						$	23,062,148						$	10,464,782
Liabilities and Equity:
Noninterest-bearing deposits	$	5,622,092						$	3,843,494						$	1,778,598
Interest-bearing deposits:
Checking	3,920,613		13,961			0.36		2,438,040		714			0.03		1,482,573			13,247			33
Savings	7,203,987		52,087			0.72		5,621,723		20,009			0.36		1,582,264			32,078			36
Money market	2,729,156		37,615			1.38		1,553,255		11,582			0.75		1,175,901			26,033			63
Certificates of deposit	6,086,251		122,494			2.01		4,897,937		75,385			1.54		1,188,314			47,109			47
Total interest-bearing deposits	19,940,007		226,157			1.13		14,510,955		107,690			0.74		5,429,052			118,467			39
Total deposits	25,562,099		226,157			0.88		18,354,449		107,690			0.59		7,207,650			118,467			29
Borrowings:
Short-term borrowings	1,279,073		20,836			1.61		3,288		77			2.33		1,275,785			20,759			(72	)
Long-term borrowings	1,592,915		51,236			3.19		1,412,186		43,067			3.03		180,729			8,169			16
Total borrowings	2,871,988		72,072			2.49		1,415,474		43,144			3.02		1,456,514			28,928			(53	)
Total interest-bearing liabilities	22,811,995		298,229			1.30		15,926,429		150,834			0.94		6,885,566			147,395			36
Total deposits and borrowings	28,434,087		298,229			1.05		19,769,923		150,834			0.76		8,664,164			147,395			29
Accrued expenses and other liabilities	1,177,805							761,723							416,082
Total liabilities	29,611,892							20,531,646							9,080,246
Total TCF Financial Corp. shareholders' equity	3,889,204							2,506,179							1,383,025
Non-controlling interest in subsidiaries	25,834							24,323							1,511
Total equity	3,915,038							2,530,502							1,384,536
Total liabilities and equity	$	33,526,930						$	23,062,148						$	10,464,782
Net interest spread (FTE)						4.12							4.63								(51	)
Net interest income (FTE) and net interest margin (FTE)			$	1,297,475		4.20				$	1,016,864		4.69					$	280,611		(49	)
Reconciliation to Reported Net Interest Income
Net interest income (FTE)			$	1,297,475						$	1,016,864							$	280,611
Adjustments for taxable equivalent interest⁽¹⁾⁽³⁾
Loans			(5,348		)					(3,813		)						(1,535		)
Tax-exempt investment securities			(3,095		)					(4,556		)						1,461
Total FTE adjustments			(8,443		)					(8,369		)						(74		)
Net interest income (GAAP)			$	1,289,032						$	1,008,495							$	280,537
Net interest margin (GAAP)			4.17		%					4.66		%									(49	)


(1)	Interest and yields are presented on a FTE basis.


(2)	The yield on tax-exempt loans, leases and available-for-sale investment securities is computed on a FTE basis using a statutory federal income tax rate of 21%. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.


(3)	Average balances of loans and leases include nonaccrual loans and leases and are presented net of unearned income



	Year Ended December 31,
	2018							2017							Change
(Dollars in thousands)	Average Balance		Interest⁽¹⁾			Yields and Rates⁽¹⁾		Average Balance		Interest⁽¹⁾			Yields and Rates⁽¹⁾		Average Balance			Interest			Yields and Rates (bps)
Assets:
Federal Home Loan Bank and Federal Reserve Bank stocks	$	89,774	$	3,618		4.03	%	$	81,928	$	2,126		2.60	%	$	7,846		$	1,492		143
Investment securities held-to-maturity	154,619		3,970			2.57		170,006		4,436			2.61		(15,387		)	(466		)	(4	)
Investment securities available-for-sale:
Taxable	1,390,016		37,436			2.69		823,526		18,382			2.23		566,490			19,054			46
Tax-exempt⁽²⁾	815,540		21,694			2.66		712,530		22,916			3.22		103,010			(1,222		)	(56	)
Loans and leases held-for-sale	103,240		6,686			6.48		208,678		16,612			7.96		(105,438		)	(9,926		)	(148	)
Loans and leases⁽²⁾⁽³⁾	18,827,047		1,085,948			5.75		18,492,068		973,450			5.25		334,979			112,498			50
Interest-bearing deposits with banks and other	229,698		8,346			3.63		200,579		8,365			4.17		29,119			(19		)	(54	)
Total interest-earning assets	21,609,934		1,167,698			5.39		20,689,315		1,046,287			5.05		920,619			121,411			34
Other assets	1,452,214							1,362,652							89,562
Total assets	$	23,062,148						$	22,051,967						$	1,010,181
Liabilities and Equity:
Noninterest-bearing deposits	$	3,843,494						$	3,492,233						$	351,261
Interest-bearing deposits:
Checking	2,438,040		714			0.03		2,541,407		379			0.01		(103,367		)	335			2
Savings	5,621,723		20,009			0.36		4,888,280		4,255			0.09		733,443			15,754			27
Money market	1,553,255		11,582			0.75		2,140,553		10,139			0.47		(587,298		)	1,443			28
Certificates of deposit	4,897,937		75,385			1.54		4,495,062		51,691			1.15		402,875			23,694			39
Total interest-bearing deposits	14,510,955		107,690			0.74		14,065,302		66,464			0.47		445,653			41,226			27
Total deposits	18,354,449		107,690			0.59		17,557,535		66,464			0.38		796,914			41,226			21
Borrowings:
Short-term borrowings	3,288		77			2.33		5,267		58			1.09		(1,979		)	19			124
Long-term borrowings	1,412,186		43,067			3.03		1,239,433		27,749			2.23		172,753			15,318			80
Total borrowings	1,415,474		43,144			3.02		1,244,700		27,807			2.22		170,774			15,337			80
Total interest-bearing liabilities	15,926,429		150,834			0.94		15,310,002		94,271			0.61		616,427			56,563			33
Total deposits and borrowings	19,769,923		150,834			0.76		18,802,235		94,271			0.50		967,688			56,563			26
Accrued expenses and other liabilities	761,723							713,794							47,929
Total liabilities	20,531,646							19,516,029							1,015,617
Total TCF Financial Corp. shareholders' equity	2,506,179							2,513,424							(7,245		)
Non-controlling interest in subsidiaries	24,323							22,514							1,809
Total equity	2,530,502							2,535,938							(5,436		)
Total liabilities and equity	$	23,062,148						$	22,051,967						$	1,010,181
Net interest spread (FTE)						4.63							4.55								8
Net interest income (FTE) and net interest margin (FTE)			$	1,016,864		4.69				$	952,016		4.59					$	64,848		10
Reconciliation to Reported Net Interest Income
Net interest income (FTE)			$	1,016,864						$	952,016							$	64,848
Adjustments for taxable equivalent interest⁽¹⁾⁽³⁾
Loans			(3,813		)					(6,522		)						2,709
Tax-exempt investment securities			(4,556		)					(8,020		)						3,464
Total FTE adjustments			(8,369		)					(14,542		)						6,173
Net interest income (GAAP)			$	1,008,495						$	937,474							$	71,021
Net interest margin (GAAP)			4.66		%					4.52		%									14


(1)	Interest and yields are presented on a FTE basis.


(2)	The yield on tax-exempt loans, leases and available-for-sale investment securities is computed on a FTE basis using a statutory federal income tax rate of 21% in 2018 and 35% for 2017. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.


(3)	Average balances of loans and leases include nonaccrual loans and leases and are presented net of unearned income.

Volume and Rate Variance Analysis



	Year Ended December 31, 2019 vs. 2018									Year Ended December 31, 2018 vs. 2017
	Increase (Decrease) Due to Changes in									Increase (Decrease) Due to Changes in
(Dollars in thousands)	Average Volume⁽¹⁾			Average Yield/Rate⁽¹⁾			Total Change			Average Volume⁽¹⁾			Average Yield/Rate⁽¹⁾			Total Change
Changes in Interest Income on Interest-Earning Assets:
Federal Home Loan Bank and Federal Reserve Bank stocks	$	3,699		$	(1,287	)	$	2,412		$	220		$	1,272		$	1,492
Investment securities held-to-maturity	(251		)	(769		)	(1,020		)	(396		)	(70		)	(466		)
Investment securities available-for-sale:
Taxable	62,055			3,586			65,641			14,654			4,400			19,054
Tax-exempt	(7,450		)	502			(6,948		)	3,052			(4,274		)	(1,222		)
Loans and leases held-for-sale	13,023			(1,110		)	11,913			(7,250		)	(2,676		)	(9,926		)
Loans and leases	377,736			(27,708		)	350,028			17,936			94,562			112,498
Interest-bearing deposits with banks and other	8,746			(2,766		)	5,980			1,132			(1,151		)	(19		)
Total interest-earning assets	$	457,558		$	(29,552	)	$	428,006		$	29,348		$	92,063		$	121,411
Changes in Interest Expense on Interest-Bearing Liabilities:
Interest-bearing deposits:
Checking	$	684		$	12,563		$	13,247		$	(16	)	$	351		$	335
Savings	6,877			25,201			32,078			730			15,024			15,754
Money market	12,275			13,758			26,033			(3,298		)	4,741			1,443
Certificates of deposit	20,769			26,340			47,109			4,967			18,727			23,694
Interest-bearing deposits	40,605			77,862			118,467			2,383			38,843			41,226
Short-term borrowings	20,791			(32		)	20,759			(28		)	47			19
Long-term borrowings	5,721			2,448			8,169			4,286			11,032			15,318
Total interest-bearing liabilities	$	67,117		$	80,278		$	147,395		$	6,641		$	49,922		$	56,563
Total change in net interest income (FTE)⁽²⁾	$	390,441		$	(109,830	)	$	280,611		$	22,707		$	42,141		$	64,848


(1)	Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.


(2)	Computed on a FTE basis using a federal income tax rate of 21% for both 2019 and 2018 and 35% in 2017. The presentation of net interest income on a FTE basis is not in accordance with GAAP, but is customary in the banking industry.

Provision for Credit Losses The provision for credit losses was $65.3 million for 2019, compared with $46.8 million for 2018 and $68.4 million for 2017. The increase in 2019, compared to 2018, was primarily due to an increase in originated loan growth driven by increased activity in the loan and lease portfolio as a result of the Merger, and to a lesser extent, an increase in commercial and industrial net charge-offs, primarily due to one loan relationship, and a decrease in recoveries on previous charge-offs related to sales of consumer nonaccrual and TDR loans. The decrease in provision for credit losses in 2018, compared to 2017, was primarily due to run-off and maturation of the auto finance portfolio, partially offset by a decrease in recoveries on previous charge-offs related to consumer nonaccrual loan sales. The recoveries on previous charge-offs related to consumer nonaccrual and TDR loan sales were $4.7 million in 2019, compared to $6.6 million for 2018 and $13.3 million for 2017.

The provision for credit losses is predominantly a function of our reserving methodology used to determine the appropriate level of the allowance for loan and lease losses, which is a critical accounting estimate.

For further information, see "Consolidated Financial Condition Analysis — Credit Quality" in this Management's Discussion and Analysis and "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of Notes to Consolidated Financial Statements.

Noninterest Income The components of noninterest income were as follows:



	Year Ended December 31,									Change
(Dollars in thousands)	2019			2018			2017			2019 / 2018		2018 / 2017
Leasing revenue	$	163,718		$	172,603		$	134,460		(5.1	)	28.4
Fees and service charges on deposit accounts	127,860			113,242			115,567			12.9		(2.0	)
Card and ATM revenue	87,221			78,406			75,165			11.2		4.3
Net gains on sales of loans and leases	26,308			33,695			45,318			(21.9	)	(25.6	)
Servicing fee revenue	20,776			27,334			41,347			(24.0	)	(33.9	)
Wealth management revenue	10,413			—			—			N.M.		—
Net gains on investment securities	7,425			348			237			N.M.		46.8
Other	21,811			28,769			23,969			(24.2	)	20.0
Total noninterest income	$	465,532		$	454,397		$	436,063		2.5		4.2
Total noninterest income as a percentage of total revenue	26.5		%	31.1		%	31.8		%

N.M. Not Meaningful

Noninterest income was $465.5 million for 2019, compared to $454.4 million for 2018 and $436.1 million for 2017. Following the Merger, we repositioned our balance sheet to lower our risk profile, reduce asset sensitivity and enhance capital and efficiency. As a result, noninterest income included the following balance sheet repositioning actions considered to be notable items in the year ended December 31, 2019: a $27.5 million loss related to the sale of the Legacy TCF auto finance portfolio (net gains on sales of loans and leases), a $17.3 million loss related to the termination of interest rate swaps (other noninterest income), and a gain of $5.8 million related to the sale of $1.6 billion of certain investment securities (net gains on investment securities). Noninterest income for the year ended December 31, 2019 also included $3.9 million of loan servicing rights impairment (other noninterest income), also considered a notable item. Adjusted noninterest income, a non-GAAP financial measure that excludes the identified notable items, was $508.3 million for 2019, compared to $454.4 million for 2018 and $436.1 million for 2017. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Leasing revenue Leasing revenue was $163.7 million for 2019, compared with $172.6 million for 2018 and $134.5 million for 2017. Leasing revenue is impacted by changes in our operating lease revenue and sales-type lease revenue through our equipment financing activity.

Fees and service charges on deposit accounts Fees and service charges on deposit accounts were $127.9 million for 2019, compared with $113.2 million for 2018 and $115.6 million for 2017. The increase in 2019, compared to 2018, was primarily attributable to incremental fees resulting from the Merger.

Card and ATM revenue Card and ATM revenue was $87.2 million for 2019, compared with $78.4 million for 2018 and $75.2 million for 2017. The increase in 2019, compared to 2018, was primarily due to incremental revenue resulting from the Merger.

Net gains on sales of loans and leases Net gains on sales of loans and leases were $26.3 million for 2019, compared with $33.7 million for 2018 and $45.3 million for 2017. The decrease in 2019, compared to 2018, was primarily due to the $27.5 million loss related to the sale of the Legacy TCF auto finance portfolio, partially offset by the higher volume of residential mortgage loans sold resulting from the Merger and the recognition of a $3.7 million gain on sale of loans and leases related to a nonaccrual and TDR loan sale. The decrease in 2018 from 2017 was primarily due to the strategic shift executed in 2017 to no longer sell auto finance loans and a decrease in volume of residential mortgage loans sold. We sold $2.9 billion of residential mortgage loans in 2019, compared with $1.2 billion in 2018 and $1.8 billion in 2017.

Servicing fee revenue Servicing fee revenue was $20.8 million for 2019, compared with $27.3 million for 2018 and $41.3 million for 2017. The decrease in 2019, compared to 2018, was primarily due to the continued run-off in the auto finance serviced for others portfolio, partially offset by revenue added as a result of the servicing portfolio acquired in the Merger. The decrease in 2018, compared to 2017, was primarily due to continued run-off in the auto finance serviced for others portfolio.

Wealth management Wealth management revenue is comprised of investment fees that are generally based on the market value of assets within a trust account, custodial fees and fees from the sale of investment products. Revenues from wealth management were $10.4 million for year ended December 31, 2019. Wealth management revenues are a new revenue stream as a result of the Merger.

Net gains on investment securities Net gains on investment securities were $7.4 million for 2019, compared to $348 thousand for 2018 and $237 thousand for 2017. The increase in 2019, compared to 2018, was primarily due to $5.8 million of net gains related to the sales of $1.6 billion of investment securities as a result of our balance sheet repositioning following the Merger.

Other Other noninterest income was $21.8 million for 2019, compared to $28.8 million for 2018 and $24.0 million for 2017. The decrease in 2019, compared to 2018, was primarily due to a $17.3 million loss related to the termination of interest rate swaps and the recognition of $3.9 million of loan servicing rights impairment, partially offset by an increase in incremental revenue resulting from the Merger. The increase in 2018, compared to 2017, was primarily due to an increase in interest rate swap income.

Noninterest Expense The components of noninterest expense were as follows:



	Year Ended December 31,									Change
(Dollars in thousands)	2019			2018			2017			2019 / 2018			2018 / 2017
Compensation and employee benefits	$	576,922		$	502,196		$	503,618		14.9		%	(0.3	)	%
Occupancy and equipment	189,560			165,839			156,913			14.3			5.7
Lease financing equipment depreciation	76,426			73,829			55,901			3.5			32.1
Net foreclosed real estate and repossessed assets	13,523			17,050			17,756			(20.7	)		(4.0	)
Merger-related expenses	171,968			—			—			N.M.			—
Other	303,716			255,486			325,746			18.9			(21.6	)
Total noninterest expense	$	1,332,115		$	1,014,400		$	1,059,934		31.3			(4.3	)
Full-time equivalent staff (at period end)	7,762			5,278			5,774			47.1			(8.6	)
Efficiency ratio	75.92		%	69.34		%	77.17		%	658		bps	(783	)	bps
Adjusted efficiency ratio (non-GAAP)⁽¹⁾	60.58			64.77			69.71			(419	)		(494	)

N.M. Not Meaningful


(1)	See "Consolidated Financial Condition Analysis - Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Noninterest expense was $1.3 billion for 2019, compared to $1.0 billion for 2018 and $1.1 billion for 2017. Noninterest expense in 2019 included $172.0 million of merger-related expenses and the following notable items creating fluctuations between periods: $9.4 million of expenses related to the write-down of company-owned vacant land parcels and branch exit costs as we focus on the opportunity in our core markets (other noninterest expense), $4.7 million of expenses related to the sale of the Legacy TCF auto finance portfolio (other noninterest expense $2.2 million, occupancy and equipment $1.5 million and compensation and employee benefits $930 thousand) and $6.3 million of expense related to a pension fair value adjustment on plans with previously announced terminations (other noninterest expense). Noninterest expense for 2018 included one notable item-a $32.0 million charge related to the settlement with the CFPB and the OCC (other noninterest expense), and noninterest expense for 2017 included one notable item-a $73.0 million goodwill impairment charge (other noninterest expense). Adjusted noninterest expense, a non-GAAP financial measure that excludes merger-related expenses and the identified notable items, was $1.1 billion for 2019, compared to $982.4 million for 2018 and $986.9 million for 2017. See "Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Compensation and employee benefits Compensation and employee benefits expense was $576.9 million for 2019, compared with $502.2 million for 2018 and $503.6 million for 2017. The increase in 2019, compared to 2018, was primarily due to the staff additions resulting from the Merger. In 2019, compensation and employee benefits expense also included $930 thousand of expense related to the sale of the Legacy TCF auto finance portfolio. The decrease in 2018, compared to 2017, was primarily due to lower headcount in the auto finance business and severance expenses recognized during 2017, partially offset by a $7.4 million medical claim in 2018.

Occupancy and equipment Occupancy and equipment expense was $189.6 million for 2019, compared with $165.8 million for 2018 and $156.9 million for 2017. The increase in 2019, compared to 2018, was primarily due to the incremental operating costs associated with the Merger in addition to $1.5 million of expense related to the sale of the Legacy TCF auto finance portfolio and a $1.3 million impairment charge recognized on a branch we intend to sell in the future. The increase in 2018, compared to 2017, was primarily due to increased software maintenance expense and software depreciation expense. Depreciation and amortization expense related to premises and equipment was $75.3 million, $48.6 million and $45.9 million for 2019, 2018 and 2017, respectively.

Lease financing equipment depreciation Lease financing equipment depreciation was $76.4 million for 2019, compared with $73.8 million for 2018 and $55.9 million for 2017. The increase in both 2019, compared to 2018, and 2018, compared to 2017, was primarily due to an increase in balances of leased equipment.

Net foreclosed real estate and repossessed assets Net foreclosed real estate and repossessed assets expense was $13.5 million for 2019, compared with $17.1 million for 2018 and $17.8 million for 2017. The decrease in 2019, compared to 2018, was primarily due to a reduction in gains on sales of repossessed assets.

Merger-related expenses Merger-related expenses were $172.0 million for 2019 related to the Merger and consisted primarily of professional fees and employment related expenses. We had no merger-related expense in 2018 or 2017.

Other noninterest expense Other noninterest expense was $303.7 million for 2019, compared with $255.5 million for 2018 and $325.7 million for 2017. The increase in 2019, compared to 2018, was primarily due incremental costs associated with the Merger and notable items including: $9.4 million of expense related to write-downs of company-owned vacant land parcels and branch exit costs, $6.3 million of expense related to pension fair value adjustments on plans with previously announced terminations and $2.2 million of expense related to the sale of the Legacy TCF auto finance portfolio. Other noninterest expense for 2019 also included a $4.0 million impairment, or $3.2 million after tax, of historic tax credits placed into service, which was more than offset by $3.6 million of income tax benefit related to the same tax credit. The decrease in 2018, compared to 2017, was primarily due to charges related to the discontinuation of auto finance loan originations in 2017, including an impairment of goodwill, and loan and lease processing expense and charitable contributions, partially offset by the settlement with the CFPB and the OCC of $32.0 million, including related expenses. See "Note 26. Other Noninterest Expense" of Notes to Consolidated Financial Statements for further information.

Income Taxes Income tax expense was $50.2 million for 2019, compared with income tax expense of $86.1 million for 2018 and income tax benefit of $33.6 million for 2017. Income tax expense was 14.1% of income before income taxes for 2019, compared to 21.4% for 2018. The decrease in income tax expense in 2019, compared to 2018, was primarily due to the inclusion of $11.8 million of tax basis adjustment benefits, a $5.7 million benefit provided by the repricing of our net deferred tax position in connection with the completion of the Merger and a $3.6 million income tax benefit related to federal historic tax credits. The increase in income tax expense in 2018, compared to 2017, was primarily due to the estimated net tax benefit of $130.7 million in 2017 resulting from the re-measurement of our estimated net deferred tax liability as a result of the enactment of Tax Reform, partially offset by the change in the corporate statutory tax rate as a result of Tax Reform. The remaining fluctuations in our effective income tax rate reflect changes each period in the proportion of interest income exempt from federal taxation, nondeductible transaction costs and other nondeductible expenses relative to pretax income and tax credits. See "Note 3. Summary of Significant Accounting Policies" and "Note 16. Income Taxes" of Notes to Consolidated Financial Statements for further information.

Reportable Segment Results In connection with the Merger, effective August 1, 2019, we renamed our Wholesale Banking segment to Commercial Banking to align with the way we are now managed. In addition, activity that was related to small business banking and private banking were moved from the Commercial Banking segment to the Consumer Banking segment. The revised presentation of previously reported segment data has been applied retroactively to all periods presented in these financial statements. Our reportable segments are Consumer Banking, Commercial Banking and Enterprise Services. See "Note 27. Reportable Segments" of Notes to Consolidated Financial Statements for further information regarding net income (loss), revenues and assets for each of our reportable segments.

Consumer Banking

Consumer Banking generated net income available to common shareholders of $141.7 million for 2019, compared with $105.7 million for 2018 and $23.6 million for 2017. The increase in 2019, compared to 2018, was primarily due to the incremental income resulting from the Merger and the 2018 expense associated with the settlement with the CFPB and the OCC of $32.0 million. The increase in 2018, compared to 2017, was primarily due to a reduction in noninterest expense as the settlement with the CFPB and the OCC of $32.0 million in 2018 was more than offset by the $73.0 million goodwill impairment recognized in 2017 and a reduction in provision for credit losses.

Consumer Banking net interest income was $676.6 million for 2019, compared with $569.2 million for 2018 and $586.3 million for 2017. Consumer Banking net interest income was 52.5% of our total net interest income for 2019, compared with 56.4% for 2018 and 62.5% for 2017. The increase in net interest income in 2019, compared to 2018, was primarily attributable to the impact of the loans acquired in the Merger, partially offset by the deposits acquired in the Merger. The decrease in net interest income in 2018, compared to 2017, was primarily due to lower average balances of auto finance loans, increased interest expense on deposits and decreased interest income on the fixed-rate consumer loans, partially offset by increased interest income on the variable- and adjustable-rate consumer loans, higher net funds transfer pricing credits and lower interest expense on inter-company borrowings.

Consumer Banking provision for credit losses was $16.6 million for 2019, compared with $24.7 million for 2018 and $49.7 million for 2017. The decrease in 2019, compared to 2018, was primarily due to the sale of the Legacy TCF auto finance portfolio and a decrease in recoveries on previous charge-offs related to consumer nonaccrual and TDR loan sales, partially offset by an increase in loan originations as a result of the Merger. The decrease in 2018, compared to 2017, was primarily due to run-off in and maturation of the auto finance portfolio, partially offset by a decrease in recoveries on previous charge-offs related to the consumer nonaccrual loan sales. The recoveries on previous charge-offs related to the consumer real estate nonaccrual and TDR loan sales were $4.7 million in 2019, compared to $6.6 million for 2018 and $13.3 million for 2017. The provision for credit losses is predominantly a function of our reserving methodology used to determine the appropriate level of the allowance for loan and lease losses. For further information, see "Consolidated Income Statement Analysis — Provision for Credit Losses" and "Consolidated Financial Condition Analysis — Credit Quality" in this Management's Discussion and Analysis and "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of Notes to Consolidated Financial Statements.

Consumer Banking noninterest income was $273.9 million for 2019, compared with $262.8 million for 2018 and $285.2 million for 2017. Consumer Banking noninterest income was 58.8% of our total noninterest income for 2019, compared with 57.8% for 2018 and 65.4% for 2017. The increase in noninterest income in 2019, compared to 2018, was primarily due to the addition of incremental revenue resulting from the Merger and a $3.7 million gain on sale of loans and leases related to a nonaccrual and TDR loan sale, partially offset by a $27.5 million loss related to the sale of the Legacy TCF auto finance portfolio and $3.9 million of impairment recognized on loan servicing rights. The decrease in 2018, compared to 2017, was primarily due to a decrease in servicing fee revenue due to continued run-off in the auto finance serviced for others portfolio and decreased gains on sales of loans primarily due to the strategic shift executed in 2017 to no longer sell auto finance loans and decreased volume of consumer loans sold. Servicing fee revenue attributable to the Consumer Banking segment was $19.7 million for 2019, compared with $26.0 million for 2018 and $40.0 million for 2017. Average Consumer Banking loans serviced for others were $4.2 billion for 2019, compared with $3.6 billion for 2018 and $4.8 billion for 2017.

Consumer Banking noninterest expense was $753.9 million for 2019, compared with $670.0 million for 2018 and $748.3 million for 2017. The increase in 2019, compared to 2018, was primarily due to the addition of incremental operating costs resulting from the Merger, $9.4 million of expense related to the write-down of company-owned vacant land parcels and branch exit costs, $4.7 million of expense related to the sale of the Legacy TCF auto finance portfolio and a $1.3 million impairment charge recognized on a branch we intend to sell in the future. The decrease in 2018, compared to 2017, was primarily due to the $73.0 million goodwill impairment recognized in 2017, a decrease in compensation and employee benefits expense as a result of lower headcount in the auto finance business and a decrease in loan processing expense, partially offset by the expense associated with the settlement with the CFPB and the OCC of $32.0 million.

Commercial Banking

Commercial Banking generated net income available to common shareholders of $240.9 million for 2019, compared with $178.7 million for 2018 and $277.9 million for 2017. The increase in 2019, compared to 2018, was primarily due to the incremental income resulting from the Merger. The decrease in 2018, compared to 2017, was primarily due to the income tax benefit in 2017 primarily resulting from the re-measurement of our estimated net deferred tax liability as a result of the enactment of Tax Reform.

Commercial Banking net interest income was $536.2 million for 2019, compared with $383.0 million for 2018 and $359.8 million for 2017. Commercial Banking net interest income was 41.6% of our total net interest income for 2019, compared with 38.0% for 2018 and 38.4% for 2017. The increase in net interest income in 2019, compared to 2018, was primarily due to the net impact of the loans and deposits acquired in the Merger. The increase in 2018, compared to 2017, was primarily due to increased interest income on the variable- and adjustable-rate commercial loan portfolios, partially offset by an increase in net funds transfer pricing charges and higher interest expense on inter-company borrowings driven by increases in interest rates and higher average balances of loans and leases.

Commercial Banking provision for credit losses was $48.7 million for 2019, compared with $22.1 million for 2018 and $18.8 million for 2017. The increase in 2019, compared to 2018, was primarily due to the increase in originated loan growth as a result of the Merger and an increase in commercial and industrial net charge-offs, primarily resulting from one loan relationship. The provision for credit losses is predominantly a function of our reserving methodology used to determine the appropriate level of the allowance for loan and lease losses. For further information, see "Consolidated Income Statement Analysis — Provision for Credit Losses" and "Consolidated Financial Condition Analysis — Credit Quality" in this Management's Discussion and Analysis and "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of Notes to Consolidated Financial Statements.

Commercial Banking noninterest income was $198.9 million for 2019, compared with $190.4 million for 2018 and $150.5 million for 2017. Commercial Banking noninterest income was 42.7% of our total noninterest income for 2019, compared with 41.9% for 2018 and 34.5% for 2017. The increase in noninterest income for 2019, compared to 2018, was primarily due to incremental revenue resulting from the Merger, partially offset by a decrease in leasing revenue. The increase in 2018, compared to 2017, was primarily due to an increase in leasing revenue. Leasing revenue is impacted by changes in our operating lease revenue and sales-type lease revenue through our equipment financing activity.

Commercial Banking noninterest expense was $383.4 million for 2019, compared with $308.7 million for 2018 and $272.9 million for 2017. The increase in 2019, compared to 2018, was primarily due to an increase in merger-related expenses and other expenses related to the incremental costs added as a result of the Merger. The increase in 2018, compared to 2017, was primarily due to an increase in operating lease depreciation as a result of higher balances of leased equipment, higher allocations of other noninterest expense from the Enterprise Services segment and an increase in compensation and employee benefits expense.

Enterprise Services

Enterprise Services generated net loss available to common shareholders of $97.1 million for 2019, compared with net income available to common shareholders of $4.9 million for 2018 and net loss available to common shareholders of $58.5 million for 2017.

Enterprise Services net interest income was $76.3 million for 2019, compared to net interest income of $56.2 million for 2018 and net interest expense of $8.7 million for 2017. The increase in net interest income in 2019, compared to 2018, was primarily due to the investment securities acquired in the Merger. The increase in net interest income in 2018, compared to 2017, was primarily driven by asset sensitivity of the funds transfer pricing mismatches as a result of rising interest rates, an increase in interest income attributable to higher average balances of investment securities and an increase in interest income on inter-company borrowings, partially offset by an increase in interest expense on deposits.

Enterprise Services noninterest expense was $194.8 million for 2019, compared with $35.7 million for 2018 and $38.8 million for 2017. The increase in 2019, compared to 2018, was primarily due to an increase in merger-related expenses and other incremental expenses resulting from the Merger. The decrease in 2018, compared to 2017, was primarily due to higher allocations of other noninterest expense to the Consumer Banking and Commercial Banking segments and decreases in professional fees and charitable contributions, partially offset by an increase in compensation and employee benefits expense primarily driven by higher medical claims expense and an increase in occupancy and equipment expense.

Consolidated Financial Condition Analysis

Investment Securities Total investment securities available-for-sale, at fair value, were $6.7 billion at December 31, 2019, compared with $2.5 billion at December 31, 2018. Our investment securities available-for-sale are debt securities consisting primarily of fixed-rate mortgage-backed securities issued by the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"), and obligations of states and political subdivisions. The increase in investment securities was primarily due to the addition of $3.8 billion of investment securities as a result of the Merger. As a component of our balance sheet repositioning following the close of the Merger, we sold $1.6 billion of investment securities and subsequently reinvested $1.4 billion of these funds in new securities. Our balance sheet repositioning efforts, shift in investment securities held, were targeted at reducing interest and credit risk as well as enhancing capital efficiency and liquidity. We may, from time to time, sell investment securities available-for-sale and utilize the proceeds to reduce borrowings, fund growth in loans and leases or for other corporate purposes. We sold $2.0 billion of investment securities during the year ended 2019 and $251.3 million during the year ended 2018. There were no sales of available-for-sale investment securities during the year ended 2017.

Total investment securities held-to-maturity were $139.4 million at December 31, 2019, compared with $148.9 million at December 31, 2018. Our investment securities held-to-maturity portfolio consists primarily of fixed-rate mortgage-backed securities issued by the FNMA. The decrease in debt securities held to maturity was primarily due to proceeds from maturities of and principal collected on fixed-rate mortgage-backed securities.

The amortized cost and fair value of investment securities available-for-sale and held-to-maturity were as follows:



	At December 31, 2019				At December 31, 2018				At December 31, 2017
(In thousands)	Amortized Cost		Fair value		Amortized Cost		Fair value		Amortized Cost		Fair value
Investment securities available-for-sale
Debt securities:
Government and government-sponsored enterprises	$	235,045	$	234,385	$	—	$	—	$	—	$	—
Obligations of states and political subdivisions	852,096		863,855		566,304		556,871		810,159		814,327
Residential mortgage-backed securities	4,866,473		4,929,718		1,930,700		1,913,194		908,195		894,691
Commercial mortgage-backed securities	685,212		691,613		—		—		—		—
Corporate debt and trust preferred securities	451		430		—		—		—		—
Total investment securities available-for-sale	$	6,639,277	$	6,720,001	$	2,497,004	$	2,470,065	$	1,718,354	$	1,709,018
Investment securities held-to-maturity
Residential mortgage-backed securities	$	135,769	$	141,168	$	146,052	$	146,467	$	158,776	$	162,826
Corporate debt and trust preferred securities	3,676		3,676		2,800		2,800		2,800		2,800
Total investment securities held-to-maturity	$	139,445	$	144,844	$	148,852	$	149,267	$	161,576	$	165,626
Total investment securities	$	6,778,722	$	6,864,845	$	2,645,856	$	2,619,332	$	1,879,930	$	1,874,644

The carrying value and FTE yield of investment securities available-for-sale and investment securities held-to-maturity by final contractual maturity were as follows. The final contractual maturities do not consider possible prepayments and therefore expected maturities may differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	At December 31, 2019
	Government and Government-sponsored Enterprises				Obligations of States and Political Subdivisions				Residential mortgage-backed Securities				Commercial mortgage-backed Securities				Corporate Debt And Trust Preferred Securities				Total
(Dollars in thousands)	Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾		Amount		Yield ⁽¹⁾
Investment securities available-for-sale
Due in one year or less	$	—	—	%	$	66,112	2.16	%	$	—	—	%	$	—	—	%	$	—	—	%	$	66,112	2.16	%
Due in 1-5 years	—		—		166,252		2.64		22,762		1.89		3,051		1.77		—		—		192,065		2.51
Due in 5-10 years	24,666		3.11		182,658		2.79		116,199		2.02		232,000		2.69		—		—		555,523		1.48
Due after 10 years	209,719		2.99		448,833		2.87		4,790,757		2.93		456,562		2.69		430		6.6		5,906,301		2.70
Total	$	234,385	3.00	%	$	863,855	2.75	%	$	4,929,718	2.90	%	$	691,613	2.69	%	$	430	6.60	%	$	6,720,001	2.87	%
Investment securities held-to-maturity
Due in 1-5 years	$	—	—	%	$	—	—	%	$	—	—	%	$	—	—	%	$	3,550	2.84	%	$	3,550	2.84	%
Due in 5-10 years	—		—		—		—		58		6.50		—		—		—		—		58		6.50
Due after 10 years	—		—		—		—		135,711		2.47		—		—		126		6.00		135,837		2.47
Total	$	—	—	%	$	—	—	%	$	135,769	2.47	%	$	—	—	%	$	3,676	2.95	%	$	139,445	2.48	%

(1) Interest and yields are presented on a FTE basis.

See "Note 6. Investment Securities" of Notes to Consolidated Financial Statements for further information regarding our investment securities available-for-sale and investment securities held-to-maturity.

Loans and Leases Held-for-Sale Our loans and leases held-for-sale were $199.8 million at December 31, 2019, an increase of $109.1 million, compared to $90.7 million at December 31, 2018. The increase was primarily due to the increased activity in the portfolio as a result of the Merger.

Loans and Leases Our commercial loan and lease portfolio is comprised of commercial and industrial loans, commercial real estate loans, and lease financing. Our consumer loan portfolio is comprised of residential mortgages, consumer installment loans and home equity loans and lines of credit. Our lending markets generally consist of communities throughout our primary banking markets including Michigan, Minnesota, Illinois, Ohio, Colorado and Wisconsin and additionally include Florida, Texas and California.

Total loans and leases were $34.5 billion at December 31, 2019, an increase of $15.4 billion, or 81%, compared to $19.1 billion at December 31, 2018. The increase was primarily due to $15.7 billion of loans and leases acquired in the Merger and originated growth in the commercial loan and lease portfolio, partially offset by the sale of the $1.1 billion Legacy TCF auto finance portfolio.

Information about our loans and leases was as follows:



											Compound Annual
											Growth Rate
	At December 31,										1-Year		5-Year
(Dollars in thousands)	2019		2018		2017		2016		2015		2019 / 2018		2019 / 2015
Commercial loan and lease portfolio:
Commercial and industrial	$	11,439,602	$	6,298,240	$	5,920,423	$	5,180,864	$	4,647,038	81.6	%	19.7	%
Commercial real estate	9,136,870		2,830,705		2,681,827		2,593,409		2,555,965		222.8		29.0
Lease financing	2,699,869		2,530,163		2,461,182		2,319,579		2,102,576		6.7		5.1
Total commercial loan and lease portfolio	23,276,341		11,659,108		11,063,432		10,093,852		9,305,579		99.6		20.1
Consumer loan portfolio:
Residential mortgage	6,179,805		2,335,835		1,826,988		2,131,839		2,442,012		164.6		20.4
Consumer installment	1,542,411		2,003,572		3,222,156		2,666,511		2,666,892		(23.0	)	(10.4	)
Home equity	3,498,907		3,074,505		2,992,708		2,952,514		3,022,261		13.8		3.0
Total consumer loan portfolio	11,221,123		7,413,912		8,041,852		7,750,864		8,131,165		51.4		6.7
Total loans and leases	$	34,497,464	$	19,073,020	$	19,105,284	$	17,844,716	$	17,436,744	80.9		14.6

The contractual maturities of loans and leases outstanding were as follows:



	At December 31, 2019⁽¹⁾
(in thousands)	Commercial and industrial		Commercial real estate		Lease Financing		Residential mortgage		Consumer installment		Home equity		Total
Amounts due:
Within 1 year	$	7,634,565	4,137,502		$	922,997	$	408,948	$	84,900	$	391,181	$	13,580,093
1 to 5 years	3,413,955		3,701,557		1,715,310		1,268,764		594,720		271,556		10,965,862
Over 5 years	391,082		1,297,811		61,562		4,502,093		862,791		2,836,170		9,951,509
Total	11,439,602		9,136,870		2,699,869		6,179,805		1,542,411		3,498,907		34,497,464
Amounts due after 1 year:
Fixed-rate loans and leases	3,023,287		2,640,985		1,774,374		2,123,078		1,449,193		1,622,162		12,633,079
Variable- and adjustable-rate loans and leases	781,750		2,358,383		2,498		3,647,779		8,318		1,485,564		8,284,292
Total after 1 year	$	3,805,037	$	4,999,368	$	1,776,872	$	5,770,857	$	1,457,511	3,107,726		20,917,371


(1)	This table does not include the effect of prepayments, which is an important consideration in management's interest-rate risk analysis. Our experience indicates that loans and leases remain outstanding for significantly shorter periods than their contractual terms.

Commercial Loan and Lease Portfolio

Our commercial loan and lease portfolio was $23.3 billion at December 31, 2019, an increase of $11.6 billion, or 99.6%, compared to $11.7 billion at December 31, 2018, primarily due to originated growth and the $9.8 billion of commercial loans and leases acquired as a result of the Merger. Our commercial loan and lease portfolio is well diversified across business lines and has no concentration in any one industry.

Commercial and industrial Commercial and industrial loans and lines of credit include loans to varying types of businesses, municipalities, school districts and nonprofit organizations, for the purpose of supporting working capital and operational needs and term financing of equipment. Commercial and industrial loans are secured by various types of business assets including inventory, floorplan equipment, receivables, equipment or financial instruments. Origination levels related to equipment dealers are impacted by the velocity of fundings and repayments with dealers. Commercial and industrial loans were $11.4 billion at December 31, 2019, an increase of $5.1 billion, compared to $6.3 billion at December 31, 2018.

Commercial real estate Commercial real estate loans include loans that are secured by real estate occupied by the borrower for ongoing operations, non-owner occupied real estate leased to one or more tenants and construction and development loans primarily originated for construction of commercial properties. Construction and development loans often convert to a commercial real estate loan at the completion of the construction period. Commercial real estate loans are primarily secured by commercial real estate, including multi-family housing, office buildings, health care facilities, warehouse and industrial buildings, hotel and motel buildings, self-storage buildings and retail services buildings. Commercial real estate loans were $9.1 billion at December 31, 2019, an increase of $6.3 billion, compared to $2.8 billion at December 31, 2018.

Lease financing We provide a broad range of comprehensive lease products addressing the diverse financing needs of small to large companies in a growing number of select market segments including specialty vehicles, construction equipment, golf cart and turf equipment, manufacturing equipment, medical equipment, trucks and trailers, furniture and fixtures, technology and data processing equipment and agriculture equipment. Lease financing loans were $2.7 billion at December 31, 2019, an increase of $169.7 million, compared to $2.5 billion at December 31, 2018.

Our lease financing portfolio by equipment type was as follows:



	At December 31,
	2019				2018
(Dollars in thousands)	Balance		Percent of Total		Balance		Percent of Total
Specialty vehicles	$	585,829	21.7	%	$	522,384	20.6	%
Golf cart and turf equipment	473,476		17.5		426,389		16.9
Medical equipment	377,998		14.0		306,729		12.1
Technology and data processing equipment	248,187		9.2		245,837		9.7
Manufacturing equipment	226,833		8.4		278,952		11.0
Construction equipment	180,963		6.7		175,429		6.9
Material handling	138,182		5.1		79,043		3.1
Agricultural equipment	92,392		3.4		92,613		3.7
Trucks and trailers	91,711		3.4		85,645		3.4
Other	284,298		10.6		317,142		12.6
Total	$	2,699,869	100.0	%	$	2,530,163	100.0	%

Consumer Loan Portfolio

Our consumer loan portfolio was $11.2 billion at December 31, 2019, an increase of $3.8 billion, or 51.4%, compared to $7.4 billion at December 31, 2018, primarily due to $5.9 billion of consumer loans acquired as a result of the Merger, partially offset by the sale of the $1.1 billion Legacy TCF auto finance portfolio and the sale of nonaccrual and TDR consumer real estate loans of $82.7 million.

Residential mortgage Residential mortgage loans consist primarily of one- to four-family residential loans with fixed and adjustable interest rates, with amortization periods generally from 15 to 30 years. The loan-to-value ratio at the time of origination is generally 90% or less. Loans with more than an 80% loan-to-value ratio generally require private mortgage insurance. Residential mortgage loans also include loans to consumers for the construction of single family residences that are secured by these properties. Residential mortgage loans were $6.2 billion at December 31, 2019, an increase of $3.8 billion, compared to $2.3 billion at December 31, 2018.

Consumer installment Consumer installment loans consist of relatively small loan amounts to consumers to finance personal items (primarily automobiles, recreational vehicles and marine vehicles) and are comprised primarily of indirect loans purchased from dealerships. Consumer rates are both fixed and variable, with negotiable terms. Our consumer installment loans typically amortize over periods up to 60 months. Consumer loans not secured by real estate are generally considered to have greater risk than first or second mortgages on real estate because they may be unsecured, or, if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value, and is more difficult to control, than real estate. Consumer installment loans were $1.5 billion at December 31, 2019, a decrease of $461.2 million, compared to $2.0 billion at December 31, 2018.

Home equity Home equity loans and lines of credit are comprised of loans to consumers who utilize equity in their personal residence, including junior lien mortgages, as collateral to secure the loan or line-of-credit. Our home equity portfolio totaled $3.5 billion at December 31, 2019 (consisting of $3.0 billion of home equity lines of credit and $474.7 million of amortizing home equity loans), an increase of $424.4 million, compared to $3.1 billion at December 31, 2018 (consisting of $2.9 billion of home equity lines of credit and $164.8 million of amortizing home equity loans). At December 31, 2019, $2.3 billion of our home equity lines of credit were comprised of loans with a 10-year interest-only draw period and a 20-year amortization repayment period. These home equity lines of credit include junior lien mortgages where the first lien mortgage is held by a nonaffiliated financial institution. At December 31, 2019, all were within the 10-year interest-only draw period and will not convert to amortizing loans until 2021 or later. At December 31, 2019, $677.7 million of the home equity line of credits were interest-only revolving draw loans with no defined amortization period and original draw periods of five to 40 years.

Credit Quality The following summarizes our loan and lease portfolio based on the credit quality factors that we believe are the most important and should be considered to understand the overall condition of the portfolio. The following items should be considered throughout this section:


•	Loans and leases that are over 90-days delinquent and accruing generally are a leading indicator for future charge-off trends.


•	Nonaccrual loans and leases have been charged down to the estimated fair value of the collateral less estimated selling costs, or reserved for expected loss upon workout.


•	Within the performing loans and leases, we classify customers within regulatory classification guidelines. Loans and leases that are "classified" are loans or leases that management has concerns regarding the ability of the borrowers to meet existing loan or lease terms and conditions, but may never become nonaccrual or result in a loss.

Past due loans and leases Over 90-day delinquent loans and leases by type, excluding nonaccrual loans and leases, were as follows. Delinquent balances are determined based on the contractual terms of the loan or lease. See "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of Notes to Consolidated Financial Statements for further information.



	90 Days or More Delinquent and Accruing⁽¹⁾										Percentage of Period-end Loans and Leases
	At December 31,
(Dollars in thousands)	2019		2018		2017		2016		2015		2019		2018		2017		2016		2015
Commercial loan and lease portfolio:
Commercial and industrial	$	331	$	760	$	1,216	$	75	$	48	—	%	0.01	%	0.02	%	—	%	—	%
Commercial real estate	1,440		—		—		—		—		0.02		—		—		—		—
Lease financing	1,901		1,882		918		1,009		547		0.07		0.07		0.04		0.04		0.03
Total commercial loan and lease portfolio	3,672		2,642		2,134		1,084		595		0.02		0.02		0.02		0.01		0.01
Consumer loan portfolio:
Residential mortgage	559		1,275		593		2,144		2,917		0.01		0.06		0.03		0.11		0.13
Consumer installment	108		3,349		3,005		2,323		1,237		0.01		0.17		0.09		0.09		0.05
Home equity	—		—		—		—		37		—		—		—		—		—
Total consumer loan portfolio	667		4,624		3,598		4,467		4,191		0.01		0.06		0.05		0.06		0.05
Portfolios acquired with deteriorated credit quality	25,737		178		1,200		—		—		10.43		4.65		10.13		—		—
Total	$	30,076	$	7,444	$	6,932	$	5,551	$	4,786	0.09	%	0.04	%	0.04	%	0.03	%	0.03	%


(1)	Excludes nonaccrual loans and leases

Nonperforming assets Nonperforming assets, consisting of nonaccrual loans and leases and other real estate owned, were as follows:



	At December 31,
(Dollars in thousands)	2019			2018			2017			2016			2015
Commercial loan and lease portfolio:
Commercial and industrial	$	53,812		$	26,061		$	10,958		$	10,587		$	9,039
Commercial real estate	29,735			4,518			6,785			5,564			6,739
Lease financing	10,957			7,993			10,247			5,782			6,907
Total commercial loan and lease portfolio	94,504			38,572			27,990			21,933			22,685
Consumer loan portfolio:
Residential mortgage	38,577			33,111			61,951			106,124			124,156
Consumer installment	714			8,581			7,367			7,042			9,511
Home equity	35,863			25,654			21,274			46,346			44,114
Total consumer loan portfolio	75,154			67,346			90,592			159,512			177,781
Total nonaccrual loans and leases	169,658			105,918			118,582			181,445			200,466
Other real estate owned	34,256			17,403			18,225			46,797			49,982
Total nonperforming assets	$	203,914		$	123,321		$	136,807		$	228,242		$	250,448

Nonaccrual loans and leases as a percentage of total loans and leases	0.49		%	0.56		%	0.62		%	1.02		%	1.15		%
Nonperforming assets as a percentage of total loans and leases and other real estate owned	0.59			0.65			0.72			1.28			1.43
Allowance for loan and lease losses as a percentage of nonaccrual loans and leases	66.64			148.65			144.24			88.33			77.85

Nonperforming assets were $203.9 million at December 31, 2019, compared with $123.3 million at December 31, 2018. The increase was primarily due to loans acquired in the Merger, partially offset by the sale of $17.3 million of nonaccrual consumer loans. See "Note 3. Summary of Significant Accounting Policies" and "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of Notes to Consolidated Financial Statements for further information.

Loans and leases are generally placed on nonaccrual status when the collection of interest or principal is 90 days or more past due unless, in the case of commercial loans, they are well secured and in process of collection. Delinquent consumer home equity loans with a junior lien are also placed on nonaccrual status when there is evidence that the related third-party first lien mortgage may be 90 days or more past due, or foreclosure, charge-off or collection action has been initiated. TDR loans are placed on nonaccrual status prior to the past due thresholds outlined above if repayment under the modified terms is not likely after performing a well-documented credit analysis. Loans on nonaccrual status are generally reported as nonaccrual loans until there is sustained repayment performance for six consecutive months, with the exception of loans not reaffirmed upon discharge in Chapter 7 bankruptcy, which remain on nonaccrual status until a well-documented credit analysis indicates full repayment of the remaining pre-discharged contractual principal and interest is likely. We do not classify purchase credit impaired ("PCI") loans as nonaccrual loans because these loans are recorded at their net realizable value based on the principal and interest expected to be collected on the loans.

The majority of our nonaccrual loans are secured by real estate. Given the nature of these assets and the related mortgage foreclosure, property sale and, if applicable, mortgage insurance claims processes, it can take 18 months or longer for a loan to migrate from initial delinquency to final disposition. This resolution process generally takes much longer for loans secured by real estate than for unsecured loans or loans secured by other property primarily due to state real estate foreclosure laws.

Changes in the amount of nonaccrual loans and leases were as follows:



	At or For the Year Ended December 31, 2019
(in thousands)	Consumer Loan Portfolio			Commercial Loan and Lease Portfolio			Total
Balance, beginning of period	$	67,346		$	38,572		$	105,918
Acquired in the Merger	16,414			64,830			81,244
Additions	77,841			156,436			234,277
Charge-offs	(9,580		)	(36,208		)	(45,788		)
Transfers to other assets	(17,126		)	(19,779		)	(36,905		)
Return to accrual status	(7,770		)	(39,356		)	(47,126		)
Payments received	(25,126		)	(72,979		)	(98,105		)
Sales	(26,722		)	—			(26,722		)
Other, net	(123		)	2,988			2,865
Balance, end of period	$	75,154		$	94,504		$	169,658

	At or For the Year Ended December 31, 2018
(in thousands)	Consumer Loan Portfolio			Commercial Loan and Lease Portfolio			Total
Balance, beginning of period	$	90,592		$	27,990		$	118,582
Additions	67,515			70,921			138,436
Charge-offs	(9,804		)	(14,727		)	(24,531		)
Transfers to other assets	(19,578		)	(14,595		)	(34,173		)
Return to accrual status	(6,289		)	(4,690		)	(10,979		)
Payments received	(19,048		)	(28,412		)	(47,460		)
Sales	(35,786		)	—			(35,786		)
Other, net	(256		)	2,085			1,829
Balance, end of period	$	67,346		$	38,572		$	105,918

Interest income recognized on loans and leases in nonaccrual status and contractual interest that would have been recorded had the loans and leases performed in accordance with their original contractual terms were as follows:



	Year Ended December 31,
(in thousands)	2019		2018		2017
Contractual interest due on nonaccrual loans and leases	$	17,310	$	10,921	$	15,009
Interest income recognized on nonaccrual loans and leases	5,514		1,351		2,982
Unrecognized interest income	$	11,796	$	9,570	$	12,027

Loan and lease credit classifications We assess the risk of our loan and lease portfolio utilizing numerous risk characteristics as outlined in the previous sections. Credit classifications are an additional characteristic monitored in the overall credit risk process. Loan and lease credit classifications are derived from standard regulatory rating definitions, which include: non-classified (pass and special mention) and classified (substandard and doubtful). Classified loans and leases have well-defined weaknesses, but may never result in a loss.

Loans and leases by portfolio and regulatory classification were as follows:



	At December 31, 2019
	Non-classified		Classified		Total
(In thousands)					Total
Commercial loan and lease portfolio:
Commercial and industrial	$	11,246,036	$	193,566	$	11,439,602
Commercial real estate	9,061,475		75,395		9,136,870
Lease financing	2,674,965		24,904		2,699,869
Total commercial loan and lease portfolio	22,982,476		293,865		23,276,341
Consumer loan portfolio:
Residential mortgage	6,135,661		44,144		6,179,805
Consumer installment	1,541,524		887		1,542,411
Home equity	3,457,748		41,159		3,498,907
Total consumer loan portfolio	11,134,933		86,190		11,221,123
Total loans and leases	$	34,117,409	$	380,055	$	34,497,464



	At December 31, 2018
	Non-classified		Classified		Total
(In thousands)					Total
Commercial loan and lease portfolio:
Commercial and industrial	$	6,191,617	$	106,623	$	6,298,240
Commercial real estate	2,804,967		25,738		2,830,705
Lease financing	2,506,159		24,004		2,530,163
Total commercial loan and lease portfolio	11,502,743		156,365		11,659,108
Consumer loan portfolio:
Residential mortgage	2,298,346		37,489		2,335,835
Consumer installment	1,983,146		20,426		2,003,572
Home equity	3,047,043		27,462		3,074,505
Total consumer loan portfolio	7,328,535		85,377		7,413,912
Total loans and leases	$	18,831,278	$	241,742	$	19,073,020

Total classified loans and leases were $380.1 million at December 31, 2019, compared with $241.7 million at December 31, 2018. The increase was primarily due to loans acquired in the Merger.

Loan modifications Troubled debt restructuring ("TDR") loans are loans to financially troubled borrowers that have been modified such that we have granted a concession in terms to improve the likelihood of collection of all principal and modified interest owed. TDR loans were as follows:



	At December 31,
(Dollars in thousands)	2019			2018			2017			2016			2015
Accruing TDR Loans:
Commercial loan and lease portfolio	$	12,986		$	12,665		$	22,512		$	25,106		$	27,686
Consumer loan portfolio	12,403			85,794			91,559			100,935			107,597
Total	25,389			98,459			114,071			126,041			135,283
Nonaccrual TDR Loans:
Commercial loan and lease portfolio	5,356			6,153			1,972			3,877			7,829
Consumer loan portfolio	14,875			22,554			39,634			77,465			87,495
Total	20,231			28,707			41,606			81,342			95,324
Total TDR loans:
Commercial loan and lease portfolio	18,342			18,818			24,484			28,983			35,515
Consumer loan portfolio	27,278			108,348			131,193			178,400			195,092
Total	$	45,620		$	127,166		$	155,677		$	207,383		$	230,607
Over 90-day delinquency as a percentage of total accruing TDR loans	0.52		%	0.14		%	—		%	0.30		%	0.71		%

Total TDRs were $45.6 million at December 31, 2019, compared with $127.2 million at December 31, 2018. The decrease was primarily due to the sale of $63.8 million of TDR loans.

Loan modifications to borrowers who have not been granted concessions are not considered TDR loans and therefore are not included in the table above. TDR loans with an interest rate consistent with market rates on loans with comparable risk at the time of restructuring and performing based on the restructured terms are no longer disclosed as TDR loans in the calendar years after modification; however, these loans are still considered impaired and follow our impaired loan reserve policies.

TDRs typically involve a deferral of the principal balance of the loan, a reduction of the stated interest rate of the loan or, in certain limited circumstances, a reduction of the principal balance of the loan or the loan's accrued interest.

Interest income recognized on TDR loans and contractual interest that would have been recorded had the TDR loans performed in accordance with their original contractual terms were as follows:



	Year Ended December 31,
(in thousands)	2019		2018		2017
Contractual interest due on TDR loans	$	6,157	$	6,842	$	7,588
Interest income recognized on TDR loans	4,325		4,673		5,185
Unrecognized interest income	$	1,832	$	2,169	$	2,403

See "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of Notes to Consolidated Financial Statements for further information regarding our loan modifications.

Allowance for loan and lease losses The determination of the allowance for loan and lease losses is a critical accounting estimate. Our evaluation of incurred losses is based on historical loss rates multiplied by the respective portfolio's loss emergence period. Factors utilized in the determination of the amount of the allowance include historical trends in loss rates, a portfolio's overall risk characteristics, changes in its character or size, risk rating migration, delinquencies, collateral values, economic outlook and prevailing economic conditions. We review the various factors used in the methodologies are reviewed on a periodic basis.

The allowance for loan and lease losses on loans and leases acquired in the Merger was not carried over on the Merger Date. Instead, the acquired loans and leases were recorded at their estimated fair value, which included a component for expected credit losses. The remaining credit mark as of December 31, 2019 was $142.5 million.

We consider our allowance for loan and lease losses of $113.1 million appropriate to cover losses incurred in the loan and lease portfolios at December 31, 2019. However, no assurance can be given that we will not, in any particular period, sustain loan and lease losses that are sizable in relation to the amount reserved or will not require significant changes in the balance of the allowance for loan and lease losses due to subsequent evaluations of the loan and lease portfolios.

The total allowance for loan and lease losses is expected to absorb losses from any segment of the portfolio. The allocation of our allowance for loan and lease losses disclosed in the following table is subject to change based on changes in the criteria used to evaluate the allowance and is not necessarily indicative of the trend of future losses in any particular portfolio.

In conjunction with "Note 8. Allowance for Loan and Lease Losses and Credit Quality" of Notes to Consolidated Financial Statements, detailed information regarding our allowance for loan and lease losses was as follows:



	Credit Loss Reserves					Credit Loss Reserves as a Percentage of Portfolio
	At December 31,					At December 31,
(Dollars in thousands)	2019	2018	2017	2016	2015	2019		2018		2017		2016		2015
Commercial loan and lease portfolio:
Commercial and industrial	42,430	41,103	35,451	33,193	28,165	0.38	%	0.66	%	0.61	%	0.65	%	0.61	%
Commercial real estate	27,308	22,877	24,842	22,785	22,215	0.29		0.79		0.90		0.86		0.86
Lease financing	14,742	13,449	12,663	11,999	9,951	0.55		0.53		0.51		0.52		0.47
Total commercial loan and lease portfolio	84,480	77,429	72,956	67,977	60,331	0.36		0.66		0.66		0.67		0.65
Consumer loan portfolio:
Residential mortgage	8,099	21,436	26,698	33,829	36,887	0.13		0.92		1.46		1.59		1.51
Consumer installment	2,678	35,151	50,917	32,843	27,732	0.17		1.75		1.58		1.23		1.01
Home equity	17,795	23,430	20,470	25,620	31,104	0.51		0.76		0.68		0.87		1.03
Total consumer loan portfolio	28,572	80,017	98,085	92,292	95,723	0.25		1.08		1.22		1.19		1.17
Total allowance for loan and lease losses	113,052	157,446	171,041	160,269	156,054	0.33		0.83		0.90		0.90		0.90
Other credit loss reserves:
Reserves for unfunded commitments	3,528	1,429	1,479	1,115	1,044	N.A.		N.A.		N.A.		N.A.		N.A.
Total credit loss reserves	116,580	158,875	172,520	161,384	157,098	0.34	%	0.83	%	0.90	%	0.90	%	0.90	%

N.A. Not Applicable

The total credit loss reserves were $116.6 million, or 0.34% as a percentage of the loan and lease portfolio, at December 31, 2019, compared with $158.9 million, or 0.83% as a percentage of the loan and lease portfolio, at December 31, 2018. The decrease in dollars in 2019, compared to 2018, was primarily due to the sale of $80.5 million of nonaccrual and accruing TDR loans while the decrease in percentage was also impacted by the loans acquired in the Merger that were recorded at their fair value as of the Merger Date without a carryover of the related allowance.

Reconciliations of changes in the allowance for loan and lease losses were as follows:



	Year Ended December 31,
(Dollars in thousands)	2019			2018			2017			2016			2015
Balance, beginning of period	$	157,446		$	171,041		$	160,269		$	156,054		$	164,169
Charge-offs:
Commercial loan and lease portfolio:
Commercial and industrial	(39,566		)	(16,005		)	(8,840		)	(7,450		)	(7,457		)
Commercial real estate	(302		)	—			(3,608		)	(752		)	(5,225		)
Lease financing	(7,587		)	(4,203		)	(6,813		)	(2,912		)	(2,699		)
Total commercial loan and lease portfolio	(47,455		)	(20,208		)	(19,261		)	(11,114		)	(15,381		)
Consumer loan portfolio:
Residential mortgage	(3,456		)	(3,417		)	(5,592		)	(9,710		)	(18,061		)
Consumer installment	(43,805		)	(57,393		)	(47,969		)	(34,346		)	(25,478		)
Home equity	(3,219		)	(3,710		)	(6,270		)	(8,915		)	(15,627		)
Total consumer loan portfolio	(50,480		)	(64,520		)	(59,831		)	(52,971		)	(59,166		)
Total charge-offs	(97,935		)	(84,728		)	(79,092		)	(64,085		)	(74,547		)
Recoveries:
Commercial loan and lease portfolio:
Commercial and industrial	5,120			1,606			1,840			1,924			3,878
Commercial real estate	322			183			777			308			2,032
Lease financing	1,289			1,427			1,119			1,343			1,670
Total commercial loan and lease portfolio	6,731			3,216			3,736			3,575			7,580
Consumer loan portfolio:
Residential mortgage	4,271			5,261			6,100			1,115			1,033
Consumer installment	13,693			14,738			10,135			8,211			8,005
Home equity	5,689			6,488			14,681			5,949			6,395
Total consumer loan portfolio	23,653			26,487			30,916			15,275			15,433
Total recoveries	30,384			29,703			34,652			18,850			23,013
Net charge-offs	(67,551		)	(55,025		)	(44,440		)	(45,235		)	(51,534		)
Provision for credit losses	65,282			46,768			68,443			65,874			52,944
Other⁽¹⁾	(42,125		)	(5,338		)	(13,231		)	(16,424		)	(9,525		)
Balance, end of period	$	113,052		$	157,446		$	171,041		$	160,269		$	156,054
Net charge-offs as a percentage of average loans and leases	0.27		%	0.29		%	0.24		%	0.26		%	0.30		%


(1)	Primarily includes the transfer of the allowance for loan and lease losses to loans and leases held for sale.

Net loan and lease charge-offs for 2019 were $67.6 million, or 0.27% of average loans and leases, compared with $55.0 million, or 0.29% of average loans and leases, for 2018 and $44.4 million, or 0.24% of average loans and leases, for 2017. The increase in net loan and lease charge-offs in 2019 was primarily due to an increase in commercial and industrial net charge-offs, partially offset by $4.7 million of recoveries of previous charge-offs related to the sale of consumer nonaccrual and TDR loans. The increase in net loan and lease charge-offs in 2018 was primarily due to an increase in charge-offs in the consumer installment portfolio, mostly due to auto finance.

Liquidity Management We manage our liquidity to ensure that our funding needs are met both promptly and in a cost-effective manner. Asset liquidity arises from liquid assets that can be sold or pledged as collateral, amortization, prepayment or maturity of assets and from our ability to sell loans. Liability liquidity results from our ability to maintain a diverse set of funding sources to promptly meet funding requirements.

The TCF Financial Board of Directors have adopted a Liquidity Management Policy for TCF Bank to direct management of the Corporation's liquidity risk and a Holding Company Investment and Liquidity Management Policy, which establishes a minimum target amount of cash or liquid investments TCF Financial will hold. See "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" for further information.

TCF Bank had $489.7 million of net liquidity qualifying interest-bearing deposits at the Federal Reserve Bank at December 31, 2019, compared with $208.4 million at December 31, 2018. Certain investment securities held-to-maturity and investment securities available-for-sale provide the ability to liquidate or pledge unencumbered securities as needed. At December 31, 2019, $627.0 million of our securities were pledged as collateral to secure certain deposits and borrowings.

TCF Financial had net liquidity qualifying cash of $156.0 million at December 31, 2019, compared with $90.4 million at December 31, 2018.

Deposits are the primary source of our funds for use in lending and for other general business purposes. In addition to deposits, we receive funds from loan and lease repayments, loan sales and borrowings. Borrowings may be used to compensate for reductions in normal sources of funds, such as deposit inflows at less than projected levels, net deposit outflows or to fund balance sheet growth. We primarily borrow from the Federal Home Loan Bank (the "FHLB") of Des Moines. We had $2.4 billion of additional borrowing capacity at the FHLB of Des Moines at December 31, 2019, as well as access to the Federal Reserve Discount Window. In addition, we maintain a diversified set of unsecured and uncommitted funding sources, including access to overnight federal funds purchased lines, brokered deposits and capital markets. Lending activities, such as loan originations, loan purchases and equipment purchases for lease financing, are the primary uses of our funds.

On August 5, 2019, TCF Financial entered into a $50.0 million unsecured revolving credit facility with an unaffiliated bank. The revolving credit facility contains several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on levels of indebtedness. At December 31, 2019, we had no outstanding balance under the revolving credit facility. The revolving credit facility is available to be used, as needed, to fund growth, common stock repurchases or other general corporate purposes. We were in compliance with all the covenants at December 31, 2019.

Our wholly-owned subsidiary TCF Commercial Finance Canada, Inc. ("TCFCFC") maintains a $20.0 million Canadian dollar-denominated line of credit facility with an unaffiliated bank, which is guaranteed by TCF Bank. TCFCFC had no outstanding borrowings under the line of credit with the counterparty at December 31, 2019 and 2018.

Deposits Deposits were $34.5 billion at December 31, 2019, compared with $18.9 billion at December 31, 2018. The increase in deposits was primarily due to the $16.4 billion deposits acquired in the Merger.

Noninterest-bearing checking accounts represented 23.1% of total deposits at December 31, 2019, compared with 20.7% of total deposits at December 31, 2018. Our weighted-average interest rate for deposits, including noninterest bearing deposits, was 0.88% for 2019 compared with 0.59% for 2018.

Certificates of deposit, including Certificate of Deposit Account Registry Service ("CDARS") deposits, IRA deposits and brokered deposits, were $7.5 billion at December 31, 2019, compared with $4.8 billion at December 31, 2018. The maturities of certificates of deposit with denominations equal to or greater than $100,000 at December 31, 2019 were as follows:



(n thousands)
Three months or less	$	1,632,172
Over three through six months	1,069,425
Over six through 12 months	848,901
Over 12 months	607,203
Total	$	4,157,701

Borrowings Borrowings were $5.0 billion at December 31, 2019, compared with $1.4 billion at December 31, 2018. The increase in borrowings was primarily due to $3.1 billion of borrowings assumed in the Merger. In addition, on July 2, 2019, TCF Bank issued $150.0 million of 4.125% fixed-to-floating rate subordinated notes. The subordinated notes qualify as Tier 2 capital of TCF Financial and TCF Bank under the capital adequacy rules established by the Federal Reserve Board and the OCC, respectively, subject to applicable limitations. The proceeds are to be used for general corporate purposes which may include capital to support asset growth and reduce other borrowings.

Information regarding short-term borrowings (borrowings with an original maturity of less than one year) was as follows:



	At or For the Year Ended December 31,
(Dollars in thousands)	2019			2018			2017
FHLB advances
Maximum outstanding at any month-end	$	2,450,000		$	—		$	—
Balance outstanding at end of period	2,450,000			—			—
Weighted average interest rate at end of period	1.85		%	—		%	—		%
Average balance outstanding	$	1,173,879		$	—		$	—
Weighted average interest rate	1.69		%	—		%	—		%
Federal funds purchased
Maximum outstanding at any month-end	$	—		$	—		$	—
Balance outstanding at end of period	—			—			—
Weighted average interest rate at end of period	—		%	—		%	—		%
Average balance outstanding	$	156		$	156		$	142
Weighted average interest rate	2.51		%	1.91		%	1.30		%
Collateralized deposits
Maximum outstanding at any month-end	$	271,249		$	—		$	2,868
Balance outstanding at end of period	219,145			—			—
Weighted average interest rate at end of period	0.64		%	—		%	—		%
Average balance outstanding	$	103,931		$	1,977		$	3,730
Weighted average interest rate	0.67		%	2.19		%	0.78		%
Line-of-credit: TCF Commercial Finance Canada, Inc.
Maximum outstanding at any month-end	$	10,455		$	8,565		$	6,171
Balance outstanding at end of period	—			—			—
Weighted average interest rate at end of period	—		%	—		%	—		%
Average balance outstanding	$	1,107		$	1,155		$	1,395
Weighted average interest rate	3.00		%	2.63		%	1.91		%

Long-term borrowings were as follows:



(in thousands)	December 31, 2019		December 31, 2018
FHLB advances	$	1,822,058	$	1,100,000
Subordinated debt obligations	428,470		253,391
Discounted lease rentals	100,882		92,976
Finance lease obligation	3,038		3,105
Total long-term borrowings	$	2,354,448	$	1,449,472

See "Note 15. Borrowings" of Notes to Consolidated Financial Statements for further information regarding our long-term borrowings.

Contractual Obligations and Commitments As discussed in the Notes to Consolidated Financial Statements, we have certain obligations and commitments to make future payments under contracts.

At December 31, 2019, the aggregate contractual obligations and commitments were as follows:



	Payments Due by Period
(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Contractual Obligations:
Certificates of deposit	$	7,455,556	$	6,503,237	$	831,120	$	111,186	$	10,013
Long-term borrowings	2,351,675		352,126		1,460,784		7,933		530,832
Lease obligations⁽¹⁾	387,469		33,164		53,139		49,861		251,305
Marketing related contracts	191,383		48,128		69,430		36,978		36,847
Construction contracts and land purchase commitments for future branch sites	3,377		3,377		—		—		—
Investments in affordable housing	132,308		79,351		52,072		292		593
Liabilities related to acquisition and portfolio purchase ⁽²⁾	5,203		3,512		1,691		—		—
Other contractual obligations ⁽³⁾	4,738		1,563		—		—		3,175
Total	$	10,531,709	$	7,024,458	$	2,468,236	$	206,250	$	832,765


(1)	Includes obligations for leases that have not yet commenced.


(2)	Relates to acquisition of a leasing business in 2017.


(3)	Includes certain tax investment projects, private equity capital investments and other similar types of investments.



	Amount of Commitment - Expiration by Period
(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Commitments:
Commitments to extend credit:
Commercial	$	5,743,072	$	2,834,385	$	1,710,112	$	920,789	$	277,786
Consumer	2,305,096		114,988		128,543		177,078		1,884,487
Total commitments to extend credit	8,048,168		2,949,373		1,838,655		1,097,867		2,162,273
Standby letters of credit and guarantees on industrial revenue bonds	129,192		81,482		23,065		15,855		8,790
Total	$	8,177,360	$	3,030,855	$	1,861,720	$	1,113,722	$	2,171,063

Unrecognized tax benefits, projected benefit obligations, demand deposits with indeterminate maturities and discretionary credit facilities that do not obligate us to lend have been excluded from the contractual obligations table above.

Capital Management We are committed to managing capital to maintain protection for shareholders, depositors and creditors. We employ a variety of capital management tools to achieve our capital goals, including, but not limited to, dividends, public offerings of preferred and common stock, common stock repurchases, redemption of preferred stock and the issuance or redemption of subordinated debt and other capital instruments. We maintain a Capital Planning and Dividend Policy which applies to TCF Financial and incorporates TCF Bank's Capital Planning and Dividend Policy. These policies are intended to ensure that capital strategy actions, including the addition of new capital, if needed, common stock repurchases, redemption of preferred stock or the declaration of preferred stock, common stock and bank dividends are prudent, efficient and provide value to our shareholders, while ensuring that past and prospective earnings retention is consistent with our capital needs for growth, as well as asset quality and overall financial condition. TCF Financial and TCF Bank manage capital levels to exceed all regulatory capital requirements.

On October 24, 2019, our board of directors approved an authorization to repurchase up to $150 million of our common stock. The repurchase program has no expiration, and permits shares to be repurchased in compliance with Rule 10b-18 of the Exchange Act, through one or more broker-dealers as part of “block purchases” made by TCF, and/or through privately negotiated purchases, accelerated stock repurchase agreements, or Rule 10b5-1 plans. Through December 31, 2019, we repurchased 657,817 shares of our common stock totaling $27.5 million.

At December 31, 2019 and 2018, TCF Bank's capital ratios exceeded the quantitative capital ratios required for an institution to be considered "well-capitalized." Significant factors that may affect capital adequacy include, but are not limited to, a disproportionate growth in assets versus capital and a change in mix or credit quality of assets. There are no conditions or events since December 31, 2019 that management believes have changed TCF Bank's status as well-capitalized. See "Note 19. Regulatory Capital Requirements" of Notes to Consolidated Financial Statement for further information.

Equity Total equity was $5.7 billion, or 12.3% of total assets, at December 31, 2019, compared with $2.6 billion, or 10.8% of total assets, at December 31, 2018. The increase in equity during the year ended December 31, 2019 was primarily attributable to the 81.9 million shares of common stock issued in the Merger. See "Note 2. Merger" of Notes to Consolidated Financial Statements for further information.

Preferred Stock Preferred stock was $169.3 million at both December 31, 2019 and December 31, 2018. See "Note 18. Equity" of Notes to Consolidated Financial Statements for further information regarding our preferred stock.

Treasury Stock and Other Treasury stock and other was $28.0 million at December 31, 2019, compared with $252.2 million at December 31, 2018. The $28.0 million at December 31, 2019 was comprised of shares held in trust for deferred compensation plans. The decrease was primarily due to the elimination of all previously outstanding Legacy TCF treasury stock in connection with the Merger. See "Note 18. Equity" of Notes to Consolidated Financial Statements for further information.

Common Stock Dividends Dividends to common shareholders on a per share basis were $1.29 for the year ended December 31, 2019, as adjusted to reflect the exchange ratio in the Merger Exchange for dividends paid prior to the completion of the Merger. Dividends to common shareholders on a per share basis, adjusted to reflect the exchange ratio in the Merger Exchange, were $1.18 for the year ended December 31, 2018. Our common stock dividend payout ratio was 50.4% for the year ended December 31, 2019, compared with 34.3% for the year ended December 31, 2018 and 20.8% for the year ended December 31, 2017. TCF Financial's primary funding sources for dividends are dividends received from TCF Bank.

On January 27, 2020, our board of directors declared a regular quarterly cash dividend of $0.35 per common share payable on March 2, 2020 to shareholders of record at the close of business on February 14, 2020, and declared a quarterly cash dividend of $0.35625 per depositary share representing a 1/1,000th interest in a share of the 5.70% Series C Non-Cumulative Perpetual Preferred Stock, payable on March 2, 2020 to shareholders of record at the close of business on February 14, 2020.

Common Shareholders' Equity Total common shareholders' equity was $5.5 billion, or 11.87% of total assets, at December 31, 2019, compared with $2.4 billion, or 9.99%, at December 31, 2018. Tangible common equity was $4.1 billion, or 9.01% of total tangible assets, at December 31, 2019, compared with $2.2 billion, or 9.32%, at December 31, 2018. Book value per common share was $36.20 at December 31, 2019, compared with $28.44 at December 31, 2018. Tangible book value per common share was $26.60 at December 31, 2019, compared with $26.33 at December 31, 2018. See "Consolidated Financial Condition Analysis — Non-GAAP Financial Measures" in this Management's Discussion and Analysis for further information.

Non-GAAP Financial Measures This Annual Report on Form 10-K contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include our tangible book value per common share; tangible common shareholders' equity; presentation of net interest income and net interest margin on a fully tax-equivalent ("FTE") basis; our adjusted efficiency ratio (which excludes merger-related expenses, sale of legacy TCF auto finance portfolio, termination of interest rate swaps, write-down of company-owned vacant land parcels and branch exit costs, gain on sale of certain investment securities, pension fair valuation adjustment, loan servicing rights and goodwill impairment, the impact of Tax Reform, CFPB/OCC settlement adjustment, lease financing equipment depreciation, net interest income FTE adjustment, amortization of intangible assets and impairment of federal historic income tax credits); and other adjusted information presented excluding merger-related expenses and notable items (defined as sale of legacy TCF auto finance portfolio, termination of interest rate swaps, write-down of company-owned vacant land parcels and branch exit costs, gain on sale of certain investment securities, pension fair valuation adjustment, loan servicing rights and goodwill impairment and CFPB/OCC settlement adjustment) including net income, diluted earnings per share, return on average assets, return on average common shareholders' equity and return on average tangible common shareholders' equity. Management believes that the presentation of these non-GAAP financial measures (i) provides important supplemental information that contributes to a proper understanding of our operating performance, (ii) enables a more complete understanding of factors and trends affecting our business and (iii) allows investors to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP financial measures internally in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance. Non-GAAP financial measures are not defined by GAAP and other entities may calculate them differently than we do. Non-GAAP financial measures have inherent limitations and are not required to be uniformly applied. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

The following tables provide a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. A reconciliation of net interest income and net interest margin (FTE) to the most directly comparable GAAP financial measure can be found within the Net Interest Income subheading of this Annual Report on Form 10-K.

The computation of the adjusted diluted earnings per common share was as follows:



		Year Ended December 31,
(Dollars in thousands, except per share data)		2019			2018			2017			2016			2015
Net income available to common shareholders		$	285,493		$	289,289		$	242,954		$	192,736		$	177,735
Earnings allocated to participating securities		(20		)	(42		)	(42		)	(49		)	(45		)
Earnings allocated to common shareholders	(a)	285,473			289,247			242,912			192,687			177,690
Merger-related expenses		171,968			—			—			—			—
Notable items:
Sale of Legacy TCF auto finance portfolio⁽¹⁾		32,128			—			—			—			—
Termination of interest rate swaps⁽²⁾		17,302			—			—			—			—
Gain on sale of certain investment securities⁽³⁾		(5,869		)	—			—			—			—
Write-down of company-owned vacant land parcels and branch exit costs⁽⁴⁾		9,384			—			—			—			—
Pension fair valuation adjustment⁽⁴⁾		6,341			—			—			—			—
Loan servicing rights impairment⁽²⁾		3,882			—			—			—			—
CFPB/OCC settlement adjustment⁽⁴⁾		—			32,000			—			—			—
Re-measurement of net deferred tax liability⁽⁵⁾		—			—			(130,653		)	—			—
Goodwill impairment⁽⁴⁾		—			—			73,041			—
Total notable items		63,168			32,000			(57,612		)	—			—
Related income tax expense, net of benefits⁽⁶⁾		(69,372		)	(6,491		)	—			—			—
Total adjustments, net of tax		165,764			25,509			(57,612		)	—			—
Adjusted earnings allocated to common stock	(b)	$	451,237		$	314,756		$	185,300		$	192,687		$	177,690

Weighted-average common shares outstanding used in diluted earnings per common share calculation⁽⁷⁾	(c)	111,818,365			84,324,686			85,734,575			85,006,293			84,297,208

Diluted earnings per common share	(a) / (c)	$	2.55		$	3.43		$	2.83		$	2.27		$	2.11
Adjusted diluted earnings per common share	(b) / (c)	4.04			3.73			2.16			2.27			2.11

Net income attributable to TCF		$	295,468		$	304,358		$	268,637		$	212,124		$	197,123
Total adjustments, net of tax		165,764			25,509			(57,612		)	—			—
Adjusted net income attributable to TCF		$	461,232		$	329,867		$	211,025		$	212,124		$	197,123


(1)	Included within Net gains on sales of loans and leases ($27.5 million)(inclusive of the transfer of the Legacy TCF auto finance portfolio in the third quarter of 2019), other noninterest expense ($2.2 million), occupancy and equipment ($1.5 million) and compensation and employee benefits ($930 thousand).


(2)	Included within Other noninterest income.


(3)	Included within Net gains on investment securities.


(4)	Included within Other noninterest expense.


(5)	Includes the impact of the re-measurement of our estimated net deferred tax liability as a result of the enactment of Tax Reform.


(6)	Included within Income tax expense.


(7)	Assumes conversion of common shares, as applicable.

The computation of the adjusted return on average assets, common equity and average tangible common equity was as follows:



		Year Ended December 31,
(Dollars in thousands)		2019			2018			2017			2016			2015
Adjusted net income after tax expense:
Income after tax expense	(a)	$	306,926		$	315,628		$	278,784		$	221,717		$	205,823
Merger-related expenses		171,968			—			—			—			—
Notable items		63,168			32,000			(57,612		)	—			—
Related income tax expense, net of tax benefits		(69,372		)	(6,491		)	—			—			—
Adjusted net income after tax expense for ROAA calculation	(b)	$	472,690		$	341,137		$	221,172		$	221,717		$	205,823
Net income available to common shareholders	(c)	$	285,493		$	289,289		$	242,954		$	192,736		$	177,735
Other intangibles amortization and intangible impairment		11,660			3,417			75,386			1,388			1,562
Related income tax expense		(2,752		)	(799		)	(1,046		)	(493		)	(562		)
Net income available to common shareholders used in ROATCE calculation	(d)	$	294,401		$	291,907		$	317,294		$	193,631		$	178,735

Adjusted net income available to common shareholders:
Net income available to common shareholders		$	285,493		$	289,289		$	242,954		$	192,736		$	177,735
Notable items		63,168			32,000			(57,612		)	—			—
Merger-related expenses		171,968			—			—			—			—
Related income tax expense, net of tax benefits		(69,372		)	(6,491		)	—			—			—
Net income available to common shareholders used in adjusted ROACE calculation	(e)	451,257			314,798			185,342			192,736			177,735
Other intangibles amortization		11,660			3,417			2,345			1,388			1,562
Related income tax expense		(2,752		)	(799		)	(1,046		)	(493		)	(562		)
Net income available to common shareholders used in adjusted ROATCE calculation	(f)	$	460,165		$	317,416		$	186,641		$	193,631		$	178,735
Average balances:
Average assets	(g)	$	33,526,930		$	23,062,148		$	22,051,967		$	21,075,415		$	19,889,677
Total average equity		3,915,038			2,530,502			2,535,938			2,394,701			2,217,204
Non-controlling interest in subsidiaries		(25,834		)	(24,323		)	(22,514		)	(21,525		)	(19,514		)
Total TCF Financial Corporation shareholders' equity		3,889,204			2,506,179			2,513,424			2,373,176			2,197,690
Preferred stock		(169,302		)	(176,971		)	(264,474		)	(263,240		)	(263,240		)
Average total common shareholders' equity used in ROACE calculation	(h)	$	3,719,902		$	2,329,208		$	2,248,950		$	2,109,936		$	1,934,450
Average goodwill, net		(620,253		)	(154,757		)	(219,144		)	(225,640		)	(225,640		)
Average other intangibles, net		(99,038		)	(22,136		)	(12,779		)	(2,379		)	(3,883		)
Average tangible common shareholders' equity used in ROATCE calculation	(i)	$	3,000,611		$	2,152,315		$	2,017,027		$	1,881,917		$	1,704,927

ROAA	(a) / (g)	0.92		%	1.37		%	1.26		%	1.05		%	1.03		%
Adjusted ROAA	(b) / (g)	1.41			1.48			1.00			1.05			1.03
ROACE	(c) / (h)	7.67			12.42			10.80			9.13			9.19
Adjusted ROACE	(e) / (h)	12.13			13.51			8.24			9.13			9.19
ROATCE	(d) / (i)	9.81			13.56			15.73			10.29			10.48
Adjusted ROATCE	(f) / (i)	15.34			14.74			9.25			10.29			10.48

The computation of the adjusted efficiency ratio was as follows:



		Year Ended December 31,
(Dollars in thousands)		2019			2018			2017			2016			2015
Noninterest expense	(a)	$	1,332,115		$	1,014,400		$	1,059,934		$	909,887		$	894,747
Merger-related expenses		(171,968		)	—			—			—			—
Sale of legacy TCF auto finance portfolio		(4,670		)	—			—			—			—
CFPB/OCC settlement adjustment		—			(32,000		)	—			—			—
Write-down of company-owned vacant land parcels and branch exit costs		(9,384		)	—			—			—			—
Pension fair valuation adjustment		(6,341		)	—			—			—			—
Goodwill impairment		—			—			(73,041		)	—			—
Adjusted noninterest expense		$	1,139,752		$	982,400		$	986,893		$	909,887		$	894,747
Lease financing equipment depreciation		(76,426		)	(73,829		)	(55,901		)	(40,359		)	(39,409		)
Other intangibles amortization		(11,660		)	(3,417		)	(2,345		)	(1,388		)	(1,562		)
Impairment of historic income tax credit		(4,030		)	—			—			—			—
Adjusted noninterest expense, efficiency ratio	(b)	$	1,047,636		$	905,154		$	928,647		$	868,140		$	853,776

Net interest income		$	1,289,032		$	1,008,495		$	937,474		$	859,725		$	831,621
Noninterest income		465,532			454,397			436,063			454,281			430,764
Total revenue	(c)	$	1,754,564		$	1,462,892		$	1,373,537		$	1,314,006		$	1,262,385

Noninterest income		$	465,532		$	454,397		$	436,063		$	454,281		$	430,764
Sale of legacy TCF auto finance portfolio		27,458			—			—			—			—
Termination of interest rate swaps		17,302			—			—			—			—
Gain on sales of certain investment securities		(5,869		)	—			—			—			—
Loan servicing rights impairment		3,882			—			—			—			—
Adjusted noninterest income		508,305			454,397			436,063			454,281			430,764
Net interest income		1,289,032			1,008,495			937,474			859,725			831,621
Net interest income FTE adjustment		8,443			8,369			14,542			10,813			4,640
Adjusted net interest income (FTE)		1,297,475			1,016,864			952,016			870,538			836,261
Lease financing equipment depreciation		(76,426		)	(73,829		)	(55,901		)	(40,359		)	(39,409		)
Adjusted total revenue, efficiency ratio	(d)	$	1,729,354		$	1,397,432		$	1,332,178		$	1,284,460		$	1,227,616

Efficiency ratio	(a) / (c)	75.92		%	69.34		%	77.17		%	69.25		%	70.88		%
Adjusted efficiency ratio	(b) / (d)	60.58			64.77			69.71			67.59			69.55

The computations of tangible common equity to tangible assets and tangible book value per common share were as follows:



		At December 31,
(Dollars in thousands, except per share data)		2019			2018			2017			2016			2015
Total equity		$	5,727,241		$	2,556,260		$	2,680,584		$	2,444,645		$	2,306,917
Non-controlling interest in subsidiaries		(20,226		)	(18,459		)	(17,827		)	(17,162		)	(16,001		)
Total TCF Financial Corporation shareholders' equity		5,707,015			2,537,801			2,662,757			2,427,483			2,290,916
Preferred stock		(169,302		)	(169,302		)	(265,821		)	(263,240		)	(263,240		)
Total common shareholders' equity	(a)	5,537,713			2,368,499			2,396,936			2,164,243			2,027,676
Goodwill, net		(1,299,878		)	(154,757		)	(154,757		)	(225,640		)	(225,640		)
Other intangibles, net		(168,368		)	(20,496		)	(23,662		)	(1,708		)	(3,086		)
Tangible common shareholders' equity	(b)	$	4,069,467		$	2,193,246		$	2,218,517		$	1,936,895		$	1,798,950

Total assets	(c)	$	46,651,553		$	23,699,612		$	23,002,159		$	21,441,326		$	20,689,609
Goodwill, net		(1,299,878		)	(154,757		)	(154,757		)	(225,640		)	(225,640		)
Other intangibles, net		(168,368		)	(20,496		)	(23,662		)	(1,708		)	(3,086		)
Tangible assets	(d)	$	45,183,307		$	23,524,359		$	22,823,740		$	21,213,978		$	20,460,883

Common stock shares outstanding	(e)	152,965,571			83,289,382			87,225,232			86,881,005			86,297,972

Common equity to assets	(a) / (c)	11.87		%	9.99		%	10.42		%	10.09		%	9.80		%
Tangible common equity to tangible assets	(b) / (d)	9.01			9.32			9.72			9.13			8.79

Book value per common share	(a) / (e)	$	36.20		$	28.44		$	27.48		$	24.91		$	23.50
Tangible book value per common share	(b) / (e)	26.60			26.33			25.43			22.29			20.85

Recent Accounting Developments

For a description of new accounting standards issued, but not yet adopted, see "Note 3. Summary of Significant Accounting Policies" of Notes to Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our results of operations depend, to a large degree, on our net interest income and our ability to manage interest rate risk. Although we manage other risks in the normal course of business, such as credit risk, liquidity risk and foreign currency risk, we consider interest rate risk to be one of our more significant market risks.

Interest Rate Risk

Our ALCO and the Finance Committee of our Board of Directors have established interest rate risk policy limits. Interest rate risk is defined as the exposure of net interest income and fair value of financial instruments (interest earning assets, deposits and borrowings) to movements in interest rates. The major sources of our interest rate risk are timing differences in the maturity and repricing characteristics of assets and liabilities, changes in the shape of the yield curve, changes in consumer behavior and changes in relationships between rate indices (basis risk). Management measures these risks and their impact in various ways, including through the use of simulation and valuation analyses. The interest rate scenarios may include gradual or rapid changes in interest rates, spread narrowing and widening, yield curve twists and changes in assumptions about consumer behavior in various interest rate scenarios. A mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest rate risk. We, like most financial institutions, have material interest rate risk exposure to changes in both short- and long-term interest rates, as well as variable interest rate indices (e.g., the prime rate or London Interbank Offered Rate).

Our ALCO is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to interest rate risk. ALCO manages our interest rate risk based on interest rate expectations and other factors. Our principal objective in managing our assets and liabilities is to provide maximum levels of net interest income and facilitate our funding needs, while maintaining acceptable levels of interest rate risk and liquidity risk.

ALCO primarily uses two interest rate risk tools with policy limits to evaluate our interest rate risk: net interest income simulation and economic value of equity ("EVE") analysis.

Management utilizes net interest income simulation models to estimate the near-term effects of changing interest rates on our net interest income. Net interest income simulation involves forecasting net interest income under a variety of scenarios, including the level of interest rates, the shape of the yield curve and the spreads between market interest rates. Management exercises its best judgment in making assumptions regarding events that management can influence, such as non-contractual deposit repricings and events outside management's control, including consumer behavior on loan and deposit activity and the effect that competition has on both loan and deposit pricing. These assumptions are subjective and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions, consumer behavior and management strategies, among other factors. We perform various sensitivity analyses on new loan spreads, prepayment rates, basis risk and deposit assumptions.

The following table presents changes in our net interest income over a twelve month period if short- and long-term interest rates were to sustain an immediate change. These projections were based on our assets and liabilities remaining static over the next twelve months and factored into the simulation model.



	Impact on Net Interest Income
(Dollars in millions)	December 31, 2019
Immediate change in interest rates:
+200 basis points	$	32,200		2.1	%
+100 basis points	20,900			1.4
-100 basis points	(60,900		)	(4.0	)

Management also uses EVE to measure risk in the balance sheet that might not be taken into account in the net interest income simulation analysis. Net interest income simulation highlights exposure over a relatively short time period, while EVE analysis incorporates all cash flows over the estimated remaining life of all balance sheet positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows minus the discounted present value of liability cash flows. EVE analysis addresses only the current balance sheet and does not incorporate the planned changes to interest-earning assets. As with the net interest income simulation model, EVE analysis is based on key assumptions about the timing and variability of balance sheet cash flows and does not take into account any potential responses by management to anticipated changes in interest rates.

Credit Risk

Credit risk is defined as the risk to our current or anticipated earnings or capital arising from an obligor's failures to meet the terms of any contract with us or otherwise failing to perform as agreed, such as the failure of customers and counterparties to meet their contractual obligations, as well as contingent exposures from unfunded loan commitments and letters of credit.

Our Enterprise Risk Management Committee meets at least quarterly and is responsible for monitoring the loan and lease portfolio composition and risk tolerance within the various segments of the portfolio. The Enterprise Risk Management Committee and TCF Financial's Board of Directors have adopted a Risk Appetite Statement to manage our credit risk by setting (i) a desired balance between asset classes, (ii) concentration limits based on loan type and business line and (iii) maximum tolerances for credit performance. To manage credit risk arising from lending and leasing activities, management has adopted and maintains underwriting policies and procedures and periodically reviews the appropriateness of these policies and procedures. Customers and guarantors or recourse providers are evaluated as part of initial underwriting processes and through periodic reviews. For consumer loans, credit scoring models are used to help determine eligibility for credit and terms of credit. These models are periodically reviewed to verify that they are predictive of borrower performance. Limits are established on the exposure to a single customer (including affiliates) and on concentrations for certain categories of customers. Loan and lease credit approval levels are established so that larger credit exposures receive managerial review at the appropriate level through the credit committees.

Management continuously monitors asset quality in order to manage our credit risk and to determine the appropriateness of valuation allowances, including, in the case of commercial loans, inventory finance loans and equipment finance loans and leases, a risk rating methodology under which a rating of one through nine is assigned to each loan or lease. The rating reflects management's assessment of the potential impact on repayment of the customer's financial and operational condition. Asset quality is monitored separately based on the type or category of loan or lease. The rating process allows management to better define our loan and lease portfolio risk profile. Management also uses various risk models to estimate probable impact on payment performance under various scenarios, both expected and unexpected.

We also have credit risk in our investment securities available-for-sale portfolio related to obligations of states and political subdivisions and non-agency collateralized mortgage obligations. We maintain a set of underwriting criteria and regularly monitor credit performance under the direction and supervision of the TCF Bank Credit Committee to manage this risk. The remainder of the investment securities available-for-sale portfolio and the investment securities held-to-maturity portfolio consist primarily of fixed-rate mortgage-backed securities issued and guaranteed by the FNMA and the FHLMC, and therefore credit risk is minimal. All investment related counterparties and transaction limits are reviewed and approved annually by both ALCO and the TCF Bank Credit Committee.

Liquidity Risk

Liquidity risk is defined as the risk to earnings or capital arising from our inability to meet our obligations when they come due without incurring unacceptable losses.

TCF Financial's primary source of cash flow is capital distributions from TCF Bank. TCF Bank may be required to receive regulatory approval prior to making any such distributions in the future and such distributions may be restricted by its federal banking regulators. TCF Bank's ability to make any such distributions will also depend on its earnings and ability to meet minimum regulatory capital requirements in effect during future periods. See "Item 1. Business - Regulation - Restrictions on Distributions", "Note 19. Regulatory Capital Requirements" and "Note 28. Parent Company Financial Information" of Notes to Consolidated Financial Statements for further information.

TCF Financial's Board of Directors have adopted a Liquidity Management Policy for TCF Bank to direct management of TCF Financial's liquidity risk. The objective of the Liquidity Management Policy is to ensure that TCF Bank meets its cash and collateral obligations promptly, in a cost-effective manner and with the highest degree of reliability. The maintenance of adequate levels of asset and liability liquidity will provide us with the ability to meet both expected and unexpected cash flows and collateral needs. Key liquidity ratios, asset liquidity levels and the amount available from funding sources are reported to ALCO on a monthly basis. TCF Bank's Liquidity Management Policy defines liquidity stress scenarios and establishes asset liquidity target ranges based on those stress scenarios that are deemed appropriate for its risk profile.

Our asset liquidity may be held in the form of on-balance sheet cash invested with the Federal Reserve Bank or other highly liquid marketable securities that are not pledged and can be sold or pledged to various counterparties under established agreements. Our liability liquidity is sourced primarily through deposits and other secured sources of funding. See "Item 7. Management's Discussion and Analysis - Consolidated Income Statement Analysis - Liquidity Management" for further information.

Foreign Currency Risk

We are also exposed to foreign currency risk as changes in the exchange rate of the Canadian dollar may impact our investment in TCFCFC. We enter into forward foreign exchange contracts in order to minimize the risk of changes in foreign exchange rates on its investment in and loans to TCFCFC. The values of forward foreign exchange contracts vary over their contractual lives as the related currency exchange rates fluctuate. We may also experience realized and unrealized gains or losses on forward foreign exchange contracts as a result of changes in foreign exchange rates. See "Note 3. Summary of Significant Accounting Policies" and "Note 23. Derivative Instruments" of Notes to Consolidated Financial Statements for further information.

LIBOR Transition

In 2017, the U.K. Financial Conduct Authority (the “FCA”) noted that market conditions raised serious questions about the future sustainability of LIBOR benchmarks. Many financial products, including mortgages and other consumer loans, commercial loans, corporate loans, various types of debt, derivatives and other securities, reference LIBOR to determine their applicable interest rate. The expected cessation of publication of LIBOR will impact the mechanics of floating rate financial instruments and contracts that reference LIBOR and mature after 2021. Certain of these financial products do not provide for alternative reference rates, and those that do may differ from the prior benchmark rates. The FCA subsequently announced that it had secured voluntary panel bank support of LIBOR through only 2021. As a result, central banks and regulators have convened working groups to find a suitable replacement index for LIBOR, and we are working to identify, assess and monitor risks associated with the expected discontinuation or unavailability of LIBOR, achieve operational readiness and engage impacted customers in connection with the transition.

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

TCF Financial Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial condition of TCF Financial Corporation and subsidiaries (the Corporation) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 2, 2020 expressed an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the fair value measurements of acquired loans and leases and the core deposit intangible in the Merger

As discussed in Note 3 to the consolidated financial statements, on August 1, 2019 (the Merger Date), legacy TCF Financial Corporation (Legacy TCF) merged into Chemical Financial Corporation (Chemical) as legal acquirer and surviving company (the Merger). The merger was accounted for as a business combination using the acquisition method of accounting with Legacy TCF as the accounting acquirer. Accordingly, Legacy TCF acquired loans and leases with a fair value of $15.7 billion and established a core deposit intangible (CDI) with a fair value of $138.2 million. The fair value of acquired loans and leases was based on a discounted cash flow methodology that projected principal and interest payments using key assumptions of probability of default (PD), loss given default (LGD), discount rate, and prepayment rate. The fair value of the CDI was based on an income approach methodology whereby projected net cash flow benefits were derived from estimating costs to carry deposits compared to alternative funding costs, and included key assumptions related to discount rate, deposit interest rates, customer attrition rates, costs of alternative funding, and net maintenance costs.

We identified the assessment of the fair value measurements of acquired loans and leases and the CDI in the Merger as a critical audit matter. These fair value measurements involved a high degree of measurement uncertainty and subjectivity, which required industry knowledge and experience to evaluate the measurements. Specifically, the assessment of these fair value measurements encompassed the evaluation of the methodologies of acquired loans and leases and the CDI, including the key assumptions and the inputs used to develop the key assumptions. The fair value measurements of the loans and leases and the CDI also included an evaluation of the mathematical accuracy of certain calculations.

The following are the primary procedures we performed to address the critical audit matter. Tested certain internal controls over the (1) development of the overall fair value methodologies, (2) determination of the key assumptions, as listed above, (3) evaluating the inputs used to develop key assumptions, (4) calculation of the fair value measurements, and (5) analysis of the fair value measurements results. We evaluated the Corporation’s process to develop the fair value measurements and key assumptions by testing certain inputs used to develop the assumptions and considered the relevance and reliability of such inputs and assumptions. We involved valuation professionals with industry knowledge and experience who assisted in the evaluation of the:


–	overall fair value measurement methodologies for compliance with U.S. generally accepted accounting principles,


–	key assumptions, as listed above, and inputs used to develop those assumptions, that were used in the fair value measurements,


–	development and application of the PD and LGD assumptions used in the loan and leases fair value measurement,


–	individual risk ratings for acquired loans and leases, which are used in the selection of the PD assumption, for a selection of relationships within the commercial loan and leases portfolio, and


–	mathematical accuracy of certain calculations within the fair value measurements.

Assessment of the allowance for loan and lease losses related to loans and leases collectively evaluated for impairment

As discussed in Notes 3 and 8 to the consolidated financial statements, the Corporation’s allowance for loan and lease losses related to loans and leases collectively evaluated for impairment (the collective reserve) was $102.2 million of a total allowance of $113.1 million as of December 31, 2019. The Corporation estimated the collective reserve using methodologies that derive historical loss rates based on historical observation periods and loss emergence period assumptions. For the commercial loan and lease portfolio, such historical loss rates also incorporate risk ratings, and for certain commercial loans, the probability of default (PD) and loss given default (LGD). For the consumer loan portfolio, such historical loss rates also incorporate collateral fair values. The collective reserve includes adjustments for certain qualitative factors.

We identified the assessment of the collective reserve as a critical audit matter because it involved significant measurement uncertainty requiring subjective and complex auditor judgment, and knowledge and experience in the industry. Specifically, this assessment encompassed the evaluation of the collective reserve methodologies used to estimate the (1) historical loss rates, and their key inputs and assumptions, including the historical observation periods and loss emergence period assumptions for the commercial loan and lease portfolio and the consumer loan portfolio, risk ratings for the commercial loan and lease portfolio, PD and LGD for certain commercial loans, and collateral fair values for consumer loans; and (2) qualitative factors. The assessment included an evaluation of the mathematical accuracy of the collective reserve calculations. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.

The following are the primary procedures we performed to address the critical audit matter. Tested certain internal controls over the (1) development of the methodologies over the collective reserve and qualitative factors, (2) determination of the key inputs and assumptions used to estimate the historical loss rates, (3) determination of the qualitative factors, (4) calculation of the collective reserve, and (5) analysis of the collective reserve results compared to relevant trends and ratios. We evaluated the relevance and reliability of data, inputs, and assumptions used in the collective reserve. We involved credit risk professionals with industry knowledge and experience who assisted in the evaluation of the:


–	collective reserve methodologies, including the key inputs and assumptions, for compliance with U.S. generally accepted accounting principles,


–	length of the historical observation period assumptions used in (1) the historical loss rates for the commercial loan and lease portfolio, and the consumer loan portfolio, and (2) the PD and LGD for certain commercial loans,


–	methodologies used to develop the loss emergence period assumptions for the commercial loan and lease portfolio and the consumer loan portfolio,


–	individual risk ratings for a selection of relationships within the commercial loan and lease portfolio,


–	fair value of collateral for consumer loans,


–	qualitative factors and the effect of those factors on the collective reserve, and


–	mathematical accuracy of the collective reserve calculations for the commercial loan and lease portfolio and the consumer loan portfolio.

We evaluated the collective reserve by comparing current and historical reserve ratios and credit metrics. We also evaluated the results of the procedures performed to assess the sufficiency of the audit evidence obtained related to the collective reserve.

/s/ KPMG LLP

We have served as the Corporation's auditor since 1991.

Detroit, Michigan

March 2, 2020

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition



(Dollars in thousands, except per share data)	At December 31, 2019			At December 31, 2018

ASSETS
Cash and cash equivalents:
Cash and due from banks	$	491,787		$	279,267
Interest-bearing deposits with other banks	736,584			307,790
Total cash and cash equivalents	1,228,371			587,057
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost	442,440			91,654
Investment securities:
Available-for-sale, at fair value	6,720,001			2,470,065
Held-to-maturity, at amortized cost (fair value of $144,844 and $149,267)	139,445			148,852
Total investment securities	6,859,446			2,618,917
Loans and leases held-for-sale (includes $91,202 and $18,070 at fair value)	199,786			90,664
Loans and leases	34,497,464			19,073,020
Allowance for loan and lease losses	(113,052		)	(157,446		)
Loans and leases, net	34,384,412			18,915,574
Premises and equipment, net	533,138			427,534
Goodwill	1,299,878			154,757
Other intangible assets, net	168,368			20,496
Loan servicing rights	56,313			23
Other assets	1,479,401			792,936
Total assets	$	46,651,553		$	23,699,612
LIABILITIES AND EQUITY
Liabilities
Deposits:
Noninterest-bearing	$	7,970,590		$	3,936,155
Interest-bearing	26,497,873			14,967,531
Total deposits	34,468,463			18,903,686
Short-term borrowings	2,669,145			—
Long-term borrowings	2,354,448			1,449,472
Other liabilities	1,432,256			790,194
Total liabilities	40,924,312			21,143,352
Equity
Preferred stock, $0.01 par value
Authorized - 2,000,000 shares at December 31, 2019 and 30,000,000 shares at December 31, 2018
Issued and outstanding - 7,000 shares at both December 31, 2019 and December 31, 2018	169,302			169,302
Common stock, $1.00 par value at both December 31, 2019 and December 31, 2018
Authorized - 220,000,000 shares at December 31, 2019 and 142,268,000 shares at December 31, 2018
Issued - 152,965,571 shares at December 31, 2019 and 88,198,460 shares at December 31, 2018	152,966			88,198
Additional paid-in capital	3,462,080			798,627
Retained earnings	1,896,427			1,766,994
Accumulated other comprehensive income (loss)	54,277			(33,138		)
Treasury stock at cost and other (4,909,069 Treasury shares at December 31, 2018)	(28,037		)	(252,182		)
Total TCF Financial Corporation shareholders' equity	5,707,015			2,537,801
Non-controlling interest	20,226			18,459
Total equity	5,727,241			2,556,260
Total liabilities and equity	$	46,651,553		$	23,699,612

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income



	Year Ended December 31,
(Dollars in thousands, except per share data)	2019		2018		2017
Interest income
Interest and fees on loans and leases	$	1,430,628	$	1,082,135	$	966,928
Interest on investment securities:
Taxable	106,027		41,406		22,818
Tax-exempt	11,651		17,138		14,896
Interest on loans held-for-sale	18,599		6,686		16,612
Interest on other earning assets	20,356		11,964		10,491
Total interest income	1,587,261		1,159,329		1,031,745
Interest expense
Interest on deposits	226,157		107,690		66,464
Interest on borrowings	72,072		43,144		27,807
Total interest expense	298,229		150,834		94,271
Net interest income	1,289,032		1,008,495		937,474
Provision for credit losses	65,282		46,768		68,443
Net interest income after provision for credit losses	1,223,750		961,727		869,031
Noninterest income
Leasing revenue	163,718		172,603		134,460
Fees and service charges on deposit accounts	127,860		113,242		115,567
Card and ATM revenue	87,221		78,406		75,165
Net gains on sales of loans and leases	26,308		33,695		45,318
Servicing fee revenue	20,776		27,334		41,347
Wealth management revenue	10,413		—		—
Net gains on investment securities	7,425		348		237
Other	21,811		28,769		23,969
Total noninterest income	465,532		454,397		436,063
Noninterest expense
Compensation and employee benefits	576,922		502,196		503,618
Occupancy and equipment	189,560		165,839		156,913
Lease financing equipment depreciation	76,426		73,829		55,901
Net foreclosed real estate and repossessed assets	13,523		17,050		17,756
Merger-related expenses	171,968		—		—
Other	303,716		255,486		325,746
Total noninterest expense	1,332,115		1,014,400		1,059,934
Income before income tax expense	357,167		401,724		245,160
Income tax expense (benefit)	50,241		86,096		(33,624		)
Income after income tax expense (benefit)	306,926		315,628		278,784
Income attributable to non-controlling interest	11,458		11,270		10,147
Net income attributable to TCF Financial Corporation	295,468		304,358		268,637
Preferred stock dividends	9,975		11,588		19,904
Impact of preferred stock redemption	—		3,481		5,779
Net income available to common shareholders	$	285,493	$	289,289	$	242,954
Earnings per common share
Basic	$	2.56	$	3.44	$	2.83
Diluted	2.55		3.43		2.83
Weighted-average common shares outstanding
Basic	111,604,094		84,133,983		85,706,054
Diluted	111,818,365		84,324,686		85,734,575

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income



	Year Ended December 31,
(In thousands)	2019			2018			2017
Net income attributable to TCF Financial Corporation	$	295,468		$	304,358		$	268,637
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips	84,120			(11,669		)	16,454
Net unrealized gains (losses) on net investment hedges	(5,186		)	10,450			(2,746		)
Foreign currency translation adjustment	8,514			(13,368		)	4,921
Recognized postretirement prior service cost	(33		)	(34		)	(29		)
Total other comprehensive income (loss), net of tax	87,415			(14,621		)	18,600
Comprehensive income	$	382,883		$	289,737		$	287,237

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity



	TCF Financial Corporation
	Number of Shares Issued				Preferred Stock			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock and Other			Total			Non- controlling Interest			Total Equity
(Dollars in thousands)	Preferred		Common
Balance, December 31, 2016	4,006,900		86,902,632		$	263,240		$	86,903		$	777,583		$	1,382,901		$	(33,725	)	$	(49,419	)	$	2,427,483		$	17,162		$	2,444,645
Change in accounting principle	—		—		—						1,319			(1,319		)	—			—			—			—			—
Balance, January 1, 2017	4,006,900		86,902,632		263,240			86,903			778,902			1,381,582			(33,725		)	(49,419		)	2,427,483			17,162			2,444,645
Reclassification of stranded tax effects from AOCI to retained earnings	—		—		—			—			—			3,392			(3,392		)	—			—			—			—
Net income	—		—		—			—			—			268,637			—			—			268,637			10,147			278,784
Other comprehensive income (loss), net of tax	—		—		—			—			—			—			18,600			—			18,600			—			18,600
Net investment by (distribution to) non-controlling interest	—		—		—			—			—			—			—			—			—			(9,482		)	(9,482		)
Public offering of Series C Preferred Stock	7,000		—		169,302			—			—			—			—			—			169,302			—			169,302
Redemption of Series A Preferred Stock	(6,900	)	—		(166,721		)	—			—			(5,779		)	—			—			(172,500		)	—			(172,500		)
Repurchases of 226,848 shares of common stock	—		—		—			—			—			—			—			(9,163		)	(9,163		)	—			(9,163		)
Dividends on 7.50% Series A Preferred Stock	—		—		—			—			—			(11,320		)	—			—			(11,320		)	—			(11,320		)
Dividends on 6.45% Series B Preferred Stock	—		—		—			—			—			(6,450		)	—			—			(6,450		)	—			(6,450		)
Dividends on 5.70% Series C Preferred Stock	—		—		—			—			—			(2,134		)	—			—			(2,134		)	—			(2,134		)
Dividends on common stock of $0.59 per common share	—		—		—			—			—			(50,617		)	—			—			(50,617		)	—			(50,617		)
Common shares purchased by TCF employee benefit plans	—		701,914		—			702			22,552			—			—			—			23,254			—			23,254
Stock compensation plans, net of tax	—		(130,838	)	—			(131		)	7,796			—			—			—			7,665			—			7,665
Change in shares held in trust for deferred compensation plans, at cost	—		—		—			—			(17,785		)	—			—			17,785			—			—			—
Balance, December 31, 2017	4,007,000		87,473,708		$	265,821		$	87,474		$	791,465		$	1,577,311		$	(18,517	)	$	(40,797	)	$	2,662,757		$	17,827		$	2,680,584
Change in accounting principle	—		—		—			—			—			(116		)	—			—			(116		)	—			(116		)
Balance, January 1, 2018	4,007,000		87,473,708		265,821			87,474			791,465			1,577,195			(18,517		)	(40,797		)	2,662,641			17,827			2,680,468
Net income	—		—		—			—			—			304,358			—			—			304,358			11,270			315,628
Other comprehensive income (loss), net of tax	—		—		—			—			—			—			(14,621		)	—			(14,621		)	—			(14,621		)
Net investment by (distribution to) non-controlling interest	—		—		—			—			—			—			—			—			—			(10,638		)	(10,638		)
Redemption of Series B Preferred Stock	(4,000,000	)	—		(96,519		)	—			—			(3,481		)	—			—			(100,000		)	—			(100,000		)
Repurchases of 4,668,722 shares of common stock	—		—		—			—			—			—			—			(212,929		)	(212,929		)	—			(212,929		)
Dividends on 6.45% Series B Preferred Stock	—		—		—			—			—			(1,613		)	—			—			(1,613		)	—			(1,613		)
Dividends on 5.70% Series C Preferred Stock	—		—		—			—			—			(9,975		)	—			—			(9,975		)	—			(9,975		)
Dividends on common stock of $1.18 per common share	—		—		—			—			—			(99,490		)	—			—			(99,490		)	—			(99,490		)
Common stock warrants exercised	—		553,279		—			553			(553		)	—			—			—			—			—			—
Common shares purchased by TCF employee benefit plans	—		17,594		—			18			697			—			—			—			715			—			715
Stock compensation plans, net of tax	—		153,879		—			153			8,184			—			—			378			8,715			—			8,715
Change in shares held in trust for deferred compensation plans, at cost	—		—		—			—			(1,166		)	—			—			1,166			—			—			—
Balance, December 31, 2018	7,000		88,198,460		$	169,302		$	88,198		$	798,627		$	1,766,994		$	(33,138	)	$	(252,182	)	$	2,537,801		$	18,459		$	2,556,260

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity, Continued



	TCF Financial Corporation
	Number of Shares Issued			Preferred Stock		Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock and Other			Total			Non- controlling Interest			Total Equity
(Dollars in thousands)	Preferred	Common
Balance, December 31, 2018	7,000	88,198,460		$	169,302	$	88,198		$	798,627		$	1,766,994		$	(33,138	)	$	(252,182	)	$	2,537,801		$	18,459		$	2,556,260
Net income	—	—		—		—			—			295,468			—			—			295,468			11,458			306,926
Other comprehensive income (loss), net of tax	—	—		—		—			—			—			87,415			—			87,415			—			87,415
Reverse merger with Chemical Financial Corporation	—	65,539,678		—		65,540			2,687,153			—			—			265,863			3,018,556			—			3,018,556
Net investment by (distribution to) non-controlling interest	—	—		—		—			—			—			—			—			—			(9,691		)	(9,691		)
Repurchases of 2,111,725 shares of common stock	—	(657,817	)	—		(658		)	(26,846		)	—			—			(58,805		)	(86,309		)	—			(86,309		)
Dividends on 5.70% Series C Preferred Stock	—	—		—		—			—			(9,975		)	—			—			(9,975		)	—			(9,975		)
Dividends on common stock of $1.29 per common share	—	—		—		—			—			(156,060		)	—			—			(156,060		)	—			(156,060		)
Stock compensation plans, net of tax	—	(114,750	)	—		(114		)	4,474			—			—			15,759			20,119			—			20,119
Change in shares held in trust for deferred compensation plans, at cost	—	—		—		—			(1,328		)	—			—			1,328			—			—			—
Balance, December 31, 2019	7,000	152,965,571		$	169,302	$	152,966		$	3,462,080		$	1,896,427		$	54,277		$	(28,037	)	$	5,707,015		$	20,226		$	5,727,241

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows



	Year Ended December 31,
(In thousands)	2019			2018			2017
Cash flows from operating activities
Net income	$	306,926		$	315,628		$	278,784
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses	65,282			46,768			68,443
Share-based compensation expense	28,351			17,824			14,743
Depreciation and amortization	308,638			204,778			191,824
Impairment of goodwill and other intangible assets	—			—			73,409
Provision (benefit) for deferred income taxes	30,410			58,986			(53,729		)
Net gains on sales of assets	(66,298		)	(39,881		)	(51,965		)
Proceeds from sales of loans and leases held-for-sale	966,352			372,354			280,640
Originations of loans and leases held-for-sale, net of repayments	(835,047		)	(375,622		)	(430,121		)
Impairment of loan servicing rights	3,882			—			—
Net change in other assets	(263,351		)	(35,154		)	(108,700		)
Net change in other liabilities	162,533			39,898			17,826
Other, net	(65,921		)	(41,949		)	(36,196		)
Net cash provided by (used in) operating activities	641,757			563,630			244,958
Cash flows from investing activities
Proceeds from sales of investment securities available-for-sale	1,986,386			254,146			—
Proceeds from maturities of and principal collected on investment securities available-for-sale	735,861			169,622			116,358
Purchases of investment securities available-for-sale	(2,806,598		)	(1,230,430		)	(353,557		)
Proceeds from maturities of and principal collected on investment securities held-to-maturity	17,632			15,407			21,186
Purchases of investment securities held-to-maturity	(6,844		)	(2,188		)	(1,051		)
Redemption of Federal Home Loan Bank stock	256,021			269,002			246,002
Purchases of Federal Home Loan Bank stock	(370,000		)	(278,000		)	(254,000		)
Proceeds from sales of loans and leases	1,985,093			903,606			1,618,791
Loan and lease originations and purchases, net of principal collected	(2,037,489		)	(957,672		)	(2,726,967		)
Proceeds from sales of other assets	113,771			88,942			63,875
Purchases of premises and equipment and lease equipment	(154,540		)	(155,664		)	(168,272		)
Net cash acquired (paid) in business combinations	975,014			—			(8,120		)
Other, net	(27,431		)	20,935			26,103
Net cash provided by (used in) investing activities	666,876			(902,294		)	(1,419,652		)
Cash flows from financing activities
Net change in deposits	(901,522		)	549,157			1,094,612
Net change in short-term borrowings	45,584			160			(4,747		)
Proceeds from long-term borrowings	5,957,492			9,380,950			9,990,967
Payments on long-term borrowings	(5,499,669		)	(9,182,536		)	(9,816,286		)
Payments on liabilities related to acquisition and portfolio purchase	(1,000		)	(2,000		)	(3,000		)
Redemption of Series B preferred stock	—			(100,000		)	—
Net proceeds from public offering of Series C preferred stock	—			—			169,302
Redemption of Series A preferred stock	—			—			(172,500		)
Repurchases of common stock	(86,309		)	(212,929		)	(9,163		)
Common shares sold to TCF employee benefit plans	—			715			23,254
Dividends paid on preferred stock	(9,975		)	(11,588		)	(19,904		)
Dividends paid on common stock	(156,060		)	(99,490		)	(50,617		)
Exercise of stock options	29			(997		)	(57		)
Payments related to tax-withholding upon conversion of share-based awards	(6,198		)	(6,865		)	(5,506		)
Net investment by (distribution to) non-controlling interest	(9,691		)	(10,638		)	(9,482		)
Net cash provided by (used in) financing activities	(667,319		)	303,939			1,186,873
Net change in cash and due from banks	641,314			(34,725		)	12,179
Cash and cash equivalents at beginning of period	587,057			621,782			609,603
Cash and cash equivalents at end of period	$	1,228,371		$	587,057		$	621,782
Supplemental disclosures of cash flow information
Cash paid (received) for:
Interest on deposits and borrowings	$	269,474		$	139,026		$	86,411
Income taxes, net	12,177			(26,308		)	62,115
Noncash activities:
Transfer of loans and leases to other assets	88,716			105,247			100,608
Transfer of loans and leases from held for investment to held for sale, net	2,184,134			848,941			1,320,210

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1. Basis of Presentation

On August 1, 2019 (the "Merger Date"), TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), merged with and into Chemical Financial Corporation, a Michigan corporation ("Chemical"), with Chemical continuing as the surviving legal corporation (the "Merger"). Immediately following the Merger, Chemical’s wholly owned bank subsidiary, Chemical Bank, a Michigan state-chartered bank, merged with and into Legacy TCF’s wholly owned bank subsidiary, TCF National Bank, a national banking association, with TCF National Bank surviving the merger (“TCF Bank”). Upon completion of the Merger, Chemical was renamed TCF Financial Corporation. TCF Financial Corporation (together with its direct and indirect subsidiaries, "we," "us," "our," "TCF" or the "Corporation"), is a financial holding company, headquartered in Detroit, Michigan. TCF Bank has its main office in Sioux Falls, South Dakota. References herein to "TCF Financial" refer to TCF Financial Corporation on an unconsolidated basis.

The Merger was accounted for as a reverse merger using the acquisition method of accounting, therefore, Legacy TCF was deemed the acquirer for financial reporting purposes, even though Chemical was the legal acquirer. Accordingly, Legacy TCF's historical financial statements are the historical financial statements of the combined company for all periods before the Merger Date. TCF's results of operations for 2019 include the results of operations of Chemical on and after August 1, 2019. Results for periods before August 1, 2019 reflect only those of Legacy TCF and do not include the results of operations of Chemical. The number of shares issued and outstanding, earnings per share, additional paid-in-capital, dividends paid and all references to share quantities of TCF have been retrospectively restated to reflect the equivalent number of shares issued in the Merger as the Merger was treated as a reverse merger. See "Note 2. Merger" for further information. In addition, the assets and liabilities of Chemical as of the Merger Date have been recorded at their estimated fair value and added to those of Legacy TCF.

TCF Bank operates bank branches primarily located in Michigan, Illinois and Minnesota with additional locations in Arizona, Colorado, Ohio, South Dakota and Wisconsin (TCF's "primary banking markets"). Through its direct subsidiaries, TCF Bank provides a full range of consumer-facing and commercial services, including consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial customers.

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates are based on information available to management at the time the estimates are made. Actual results could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.

In connection with the Merger, effective August 1, 2019, the Corporation renamed its Wholesale Banking segment to Commercial Banking to align with the way the Corporation is now managed. In addition, activity that was related to small business banking and private banking were moved from the Commercial Banking segment to the Consumer Banking segment. The Merger did not have any impact on Legacy TCF goodwill balances. The revised presentation of previously reported segment data has been applied retroactively for all periods presented in these financial statements. See "Note 25. Reportable Segments" for further information.

Note 2. Merger

As described in Note 1. Basis of Presentation, on August 1, 2019, the Corporation completed the Merger with Legacy TCF.

The Merger was an all-stock transaction. Pursuant to the merger agreement, on the Merger Date, each holder of Legacy TCF common stock received 0.5081 shares (the "Exchange Ratio") of TCF's common stock for each share of Legacy TCF common stock held. Each outstanding share of common stock of Chemical remained outstanding and was unaffected by the Merger other than by the change of the Corporation’s name from Chemical Financial Corporation to TCF Financial Corporation. As of the effective time of the Merger on August 1, 2019, TCF Financial had approximately 153.5 million shares of common stock outstanding. On the Merger Date, the shares of Legacy TCF common stock, which previously traded under the ticker symbol "TCF" on the New York Stock Exchange (the "NYSE"), ceased trading on, and were delisted from, the NYSE. Following the Merger, TCF Financial common stock continues to trade on the Nasdaq Stock Market (“NASDAQ”), but its ticker symbol changed from "CHFC" to "TCF" effective August 1, 2019.

The Merger constituted a business combination and was accounted for as a reverse merger using the acquisition method of accounting, therefore, Legacy TCF was deemed the acquirer for financial reporting purposes even though Chemical was the legal acquirer. As a result, the historical financial statements of Legacy TCF became the historical financial statements of the combined company. In addition, the assets acquired, including the intangible assets identified, and assumed liabilities of Chemical as of the Merger Date, have been recorded at their estimated fair value and added to those of Legacy TCF. In many cases, the determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change.

As the legal acquirer, Chemical (now TCF Financial Corporation) issued approximately 81.9 million shares of TCF Financial common stock in connection with the Merger, which represented approximately 53% of the voting interests in TCF Financial upon completion of the Merger. Guidance in Accounting Standards Codification ("ASC") 805-40-30-2 explains that the purchase price in a reverse acquisition is determined based on “the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.” The first step in calculating the purchase price in the Merger is to determine the ownership of the combined company following the Merger. The table below summarizes the ownership of the combined company ("TCF Financial") following the Merger, as well as the market capitalization of the combined company using shares of Chemical and Legacy TCF common stock outstanding at July 31, 2019 and Chemical’s closing price on July 31, 2019.



(Dollars in thousands)	TCF Financial Ownership and Market Value
	Number of Chemical Outstanding Shares	Percentage Ownership		Market Value at $42.04 Chemical Share Price
Legacy TCF shareholders	81,920,494	53.38	%	$	3,443,938
Chemical shareholders	71,558,755	46.62		3,008,330
Total	153,479,249	100.00		$	6,452,268

Next, the hypothetical number of shares Legacy TCF would have to issue to give Chemical owners the same percentage ownership in the combined company is calculated in the table below (based on shares of Legacy TCF common stock outstanding at July 31, 2019):



	Hypothetical Legacy TCF Ownership
	Number of Legacy TCF Outstanding Shares	Percentage Ownership
Legacy TCF shareholders	161,229,078	53.38	%
Chemical shareholders	140,835,967	46.62
Total	302,065,045	100.00

Finally, the purchase price is calculated based on the number of hypothetical shares of Legacy TCF common stock issued to Chemical shareholders multiplied by the share price as demonstrated in the table below.



(Dollars in thousands, except per share data)
Number of hypothetical Legacy TCF shares issued to Chemical shareholders	140,835,967
Legacy TCF market price per share as of July 31, 2019	$	21.38
Purchase price determination of hypothetical Legacy TCF shares issued to Chemical shareholders	3,011,073
Value of Chemical stock options hypothetically converted to options to acquire shares of Legacy TCF common stock	7,335
Cash in lieu of fractional shares	148
Purchase price consideration	$	3,018,556

The following table provides the purchase price allocation as of the Merger Date and the assets acquired and liabilities assumed at their estimated fair value as of the Merger Date as recorded by the Corporation. We recorded the estimate of fair value based on initial valuations available at the Merger Date and these estimates were considered preliminary as of September 30, 2019, and subject to adjustment for up to one year after the Merger Date. While we believe that the information available on the Merger Date provided a reasonable basis for estimating fair value, we expect that we may obtain additional information and evidence during the measurement period that would result in changes to the estimated fair value amounts. The measurement period ends on the earlier of one year after the Merger Date or the date we are able to determine that we have obtained all necessary information about the facts and circumstances that existed as of Merger Date. During the fourth quarter of 2019, we obtained additional information and evidence on certain acquired assets and assumed liabilities and adjusted the estimated fair value accordingly. We anticipate finalizing all valuations and recording final adjustments during the first quarter of 2020. These adjustments include: (i) changes in the estimated fair value of loans and leases acquired, (ii) changes in deferred tax assets related to fair value estimates and changes in the expected realization of items considered to be net operating loss carryforwards and (iii) changes in goodwill as a result of the net effect of any adjustments.



(In thousands)
Purchase price consideration:
Stock	$	3,018,556
Fair value of assets acquired⁽¹⁾:
Cash and cash equivalents	975,014
Federal Home Loan Bank and Federal Reserve Bank stocks	218,582
Investment securities	3,774,738
Loans held-for-sale	44,532
Loans and leases	15,730,605
Premises and equipment	140,219
Loan servicing rights	59,567
Other intangible assets	159,532
Net deferred tax asset⁽²⁾	61,647
Other assets	552,432
Total assets acquired	21,716,868
Fair value of liabilities assumed⁽¹⁾:
Deposits	16,418,215
Short-term borrowings	2,629,426
Long-term borrowings	442,323
Other liabilities	353,469
Total liabilities assumed	19,843,433
Fair value of net identifiable assets	1,873,435
Goodwill resulting from Merger⁽¹⁾	$	1,145,121

(1)

All amounts were previously reported in the Corporation's Quarterly Report on Form 10-Q for the three- and nine-month periods ended September 30, 2019, with the exception of the following adjustments to fair value based on additional information obtained in the the fourth quarter of 2019: (i) loans and leases ($4.4 million increase), (ii) other intangible assets ($42.0 million decrease), (iii) net deferred tax asset ($12.3 million increase), (iv) other assets ($1.4 million decrease), (v) deposits ($196 thousand increase), (vi) other liabilities ($7.9 million increase) and (vii) goodwill resulting from Merger ($34.8 million increase).


(2)	Net deferred tax asset includes acquisition-related fair value adjustments, loss and tax credit carry forwards, and deferred tax impacts of loan servicing rights and core deposit and customer intangibles.

As described in more detail in Note 3. Summary of Significant Accounting Policies below, all Chemical loans and leases were recorded at their estimated fair value as of the Merger Date with no carryover of the related allowance for loan and lease losses. The acquired loans and leases were segregated into two classifications at acquisition, purchased credit impaired (“PCI”) loans accounted for under the provisions of Accounting Standards Codification ("ASC") Topic 310-30, and purchased nonimpaired loans and leases, also referred to as purchased loans and leases. The excess of cash flows expected to be collected over the estimated fair value of PCI loans is referred to as the accretable yield and is accreted into interest income over the estimated remaining life of the loan using the effective yield method. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, considering the impact of prepayment and estimates of future credit losses expected to be incurred, is referred to the nonaccretable difference.

Information regarding acquired loans and leases included in loans and leases acquired at the Merger Date was as follows:



(In thousands)
PCI loans:
Contractually required payments receivable	$	413,176
Nonaccretable difference	(63,014		)
Expected cash flows	350,162
Accretable yield	38,479
Fair value of PCI loans	$	311,683

Purchased nonimpaired loans and leases:
Unpaid principal balance	$	15,636,020
Fair value discount	(217,098		)
Fair value at acquisition	15,418,922
Total fair value at acquisition	$	15,730,605

Supplemental disclosures of cash flow information related to investing and financing activities regarding the Merger are as follows for the year ended December 31, 2019:



(In thousands)
Business combination
Fair value of tangible assets acquired	$	21,497,769
Goodwill, loan servicing rights and other identifiable intangible assets acquired	1,364,220
Liabilities assumed	19,843,433
Common stock and stock options converted	3,018,556

Other intangible assets consisted of core deposits and customer relationship intangibles with estimated fair values at the Merger Date of $138.2 million and $21.3 million, respectively. Core deposit intangibles are being amortized over a weighted-average life of ten years on an accelerated basis. Customer relationship intangibles are being amortized over a weighted-average life of 15.6 years based on expected economic benefits of the underlying intangible assets. The weighted-average life of amortizable intangibles acquired in the Merger was eleven years.

As a result of the Merger, we recorded $1.1 billion of goodwill. Of the $1.1 billion, $522.0 million was attributable to Consumer Banking and $623.1 million was attributable to Commercial Banking. The goodwill recorded is not deductible for income tax purposes.

Pro Forma Combined Results of Operations (Unaudited) The following pro forma financial information presents the consolidated results of operations of Legacy TCF and Chemical as if the Merger had occurred as of January 1, 2017 with pro forma adjustments. The pro forma adjustments give effect to any change in interest income due to the accretion of the discount (amortization of premium) associated with the fair value adjustments to acquired loans and leases, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustments to acquired time deposits and borrowings and other debt and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of January 1, 2017. Merger-related expenses incurred by TCF during the year ended December 31, 2019 are not reflected in the pro forma amounts. The pro forma information does not necessarily reflect the results of operations that would have occurred had Legacy TCF merged with Chemical at the beginning of 2017. Anticipated cost savings that have not yet been realized are also not reflected in the pro forma amounts for the years ended December 31, 2019, 2018 and 2017.



	Year Ended December 31,
(In thousands, except per share data)	2019		2018		2017
Net interest income and other noninterest income	$	2,225,244	$	2,228,154	$	2,086,745
Net income	587,335		590,594		432,128
Net income available to common shareholders	577,360		575,525		406,445
Earnings per share:
Basic	$	3.77	$	3.70	$	2.61
Diluted	3.75		3.67		2.60

Note 3. Summary of Significant Accounting Policies

Business Combinations Pursuant to the guidance of ASC Topic 805 ("ASC 805"), the Corporation recognized assets acquired, including identified intangible assets, and the liabilities assumed in mergers and acquisitions at their fair values as of the acquisition date, with the acquisition and merger-related transaction and restructuring costs expensed in the period incurred.

ASC 805 affords a measurement period beyond the acquisition date that allows the opportunity to finalize the acquisition accounting in the event that new information is identified that existed as of the acquisition date but was not known or available at that time. This measurement period ends on the earlier of one year after the acquisition or the date information about the facts and circumstances that existed at the acquisition are available. TCF anticipates that measurement period adjustments may arise from adjustments to the fair values of Chemical's assets and liabilities recorded at the Merger Date, as additional information and evidence is obtained. In the event that a measurement period adjustment is identified, TCF will recognize the adjustment as part of its acquisition accounting, which may result in an adjustment to goodwill in the period the adjustment was identified.

In determining the estimated fair value of assets acquired as part of the Merger with Chemical, including the estimated fair value of acquired loans and leases and a core deposit intangible, management relied on a framework of internal controls in place to evaluate the relevance and reliability of key inputs and assumptions used in the fair value and to ensure the mathematical accuracy used to determine an appropriate fair value. Acquired loans and leases were valued using a discounted cash flow methodology with adjustments to contractual cash flows for probability of default, loss given default, discount rates and prepayments rates. Management based the assumptions used on historical data or available market information. The fair value of the core deposit intangible was estimated under the income approach based on discounted net cash flows. This estimate was determined by projecting net cash flow benefits derived from estimating costs to carry deposits compared to alternative funding costs, and includes key assumptions related to deposit interest rates, customer attrition rates, costs of alternative funding, discount rate, and net maintenance costs.

Fair Value Measurements Fair value for assets and liabilities measured at fair value on a recurring or nonrecurring basis refers to the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants in the market in which the reporting entity transacts such sales or transfers based on the assumptions market participants would use when pricing an asset or liability. Assumptions are developed based on prioritizing information within a fair value hierarchy that gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entity's own data.

The Corporation may choose to elect the fair value measurement option on eligible financial instruments. Unrealized gains and losses on items for which the fair value measurement option has been elected are reported in earnings at each subsequent reporting date. At December 31, 2019 and 2018, the Corporation had elected the fair value option on certain loans, primarily residential mortgage loans, it originates for the purpose of selling in secondary markets. The Corporation has not elected the fair value option for any other financial assets or liabilities as of December 31, 2019.

Allowance for Loan and Lease Losses The Corporation's reserving methodology used to determine the appropriate level of the allowance for loan and lease losses is a critical accounting estimate. The allowance for loan and lease losses is maintained at a level believed to be appropriate to provide for probable loan and lease losses incurred in the portfolio as of the balance sheet date, including known or anticipated problem loans and leases, as well as for loans and leases which are not currently known to require specific allowances. As discussed in the Loans and Leases Acquired in a Business Combination paragraph below, acquired loans and leases do not have an allowance for loan and lease losses recorded until there is a deterioration in credit subsequent to acquisition. Loans classified as troubled debt restructuring ("TDR") loans are considered impaired loans, along with nonaccrual commercial loans and leases and certain consumer loans. The Corporation individually evaluates impairment on all impaired loans and leases. All other loans and leases are evaluated collectively for impairment. A reserve for unfunded credit commitments such as letters of credit, financial guarantees and binding unfunded loan commitments is recorded in other liabilities on the Consolidated Statements of Financial Condition.

Loan impairment on consumer residential mortgage and home equity TDR loans is a key component of the allowance for loan and lease losses. Impairment is generally based on the present value of the expected future cash flows discounted at the loan's initial effective interest rate, unless the loans are collateral dependent, in which case loan impairment is based on the fair value of the collateral less estimated selling costs. Impairment on other consumer loans is generally based on the fair value of collateral less estimated selling costs.

Commercial TDR and impaired loans and leases are generally measured at the present value of the expected future cash flows discounted at the initial effective interest rate of the loan or lease, unless the loan or lease is collateral dependent, in which case impairment is based on the fair value of collateral less estimated selling costs; however, if payment or satisfaction of the loan or lease is dependent on the operation, rather than the sale of the collateral, the impairment does not include estimated selling costs.

The impairment for all other loans and leases is evaluated collectively by various characteristics. The collective evaluation of incurred losses in these portfolios is based on their historical loss rates multiplied by the respective loss emergence periods. Factors utilized in the determination of the amount of the allowance include historical trends in loss rates, a portfolio's overall risk characteristics, changes in its character or size, risk rating migration, delinquencies, collateral values, economic outlook and prevailing economic conditions. The various quantitative and qualitative factors used in the methodologies are reviewed on a periodic basis.

Loans and leases are charged off to the extent they are deemed to be uncollectible. Charge-offs are utilized in the historical data in calculating the allowance for loan and lease losses. Consumer residential mortgage and home equity loans are charged off to the estimated fair value of the underlying collateral, less estimated selling costs, no later than 150 days past due. Additional review of the fair value, less estimated costs to sell, compared with the recorded value occurs upon foreclosure and additional charge-offs are recorded if necessary. Commercial loans and leases that are considered collateral dependent are charged off to estimated fair value, less estimated selling costs when it becomes probable, based on current information and events, that all principal and interest amounts will not be collectible in accordance with their contractual terms. Consumer installment loans will generally be charged off in full no later than 120 days past due, unless repossession is reasonably assured and in process, in which case the loan would be charged off to the fair value of the collateral, less estimated selling costs. Consumer loans in bankruptcy status may be charged down to the fair value of the collateral, less estimated selling costs, within 60 days past due based on specific criteria. Deposit account overdrafts are reported in other loans. Net losses on uncollectible overdrafts are reported as net charge-offs in the allowance for loan and lease losses within 60 days from the date of overdraft. Loans that are not collateral dependent are charged off when deemed uncollectible based on specific facts and circumstances.

The amount of the allowance for loan and lease losses significantly depends on management's estimates of key factors and assumptions affecting valuation, appraisals of collateral, evaluations of performance and status and the amounts and timing of future cash flows expected to be received. Such estimates, appraisals, evaluations and cash flows may be subject to frequent adjustments due to changing economic prospects of borrowers, lessees or properties. These estimates are reviewed quarterly and adjustments, if necessary, are recorded in the provision for credit losses in the periods in which they become known.

Management maintains a framework of controls over the estimation process for the allowance of loan and lease losses, including review of collective reserve methodologies for compliance with GAAP. Management has a quarterly process to review the appropriateness of historical observation periods and loss emergence period assumptions, risk ratings assigned to commercial loans and leases, and discount rate assumptions used to estimate the fair value of consumer real estate. Management reviews its qualitative framework and the effect on the collective reserve compared with relevant credit risk factors and consistency with credit trends. Management also maintains controls over the information systems, models and spreadsheets used in the quantitative components of the reserve estimate. This includes the quality and accuracy of historical data used to derive loss rates, as well as the probability of default and loss given default used in certain commercial loan models. The results of this process are summarized and presented to management quarterly for their approval of the recorded allowance. See "Note 8. Allowance for Loan and Lease Losses and Credit Quality" for further information on the allowance for loan and lease losses.

Federal Home Loan Bank and Federal Reserve Bank Stocks The Corporation is required to hold nonmarketable equity securities, comprised of Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, as a condition of membership. These securities are accounted for at cost, less any impairment. Impairment is assessed based on the ultimate recoverability of the investment. These securities do not have a readily determinable fair value as their ownership is restricted and there is no market for these securities. These securities can only be redeemed or sold at their par value and only to the respective issuing government supported institution or to another member institution. FHLB and FRB stock can only be redeemed upon giving notice to each issuing entity and may be subject to restrictions on the amount of stock that can be redeemed at any one time. The nonmarketable equity securities are periodically evaluated for impairment. Management considers these nonmarketable equity securities to be long-term investments. The Corporation recognizes dividend income from its FHLB stock holdings in the period that dividends are declared. See "Note 5. Federal Home Loan Bank and Federal Reserve Bank Stocks" for further information on nonmarketable equity securities.

Investment Securities Held-to-Maturity Investment securities held-to-maturity are carried at cost and adjusted for amortization of premiums or accretion of discounts using a level yield method; however, transfers of investment securities available-for-sale to investment securities held-to-maturity are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of each transfer is retained in accumulated other comprehensive income (loss) and in the carrying value of the held-to-maturity investment security. Such amounts are then amortized over the remaining life of the transferred investment security as an adjustment of the yield on those securities. The Corporation evaluates investment securities held-to-maturity for other than temporary impairment on a quarterly basis. Declines in value considered other than temporary, if any, would be recorded in noninterest income within net gains on investment securities. See "Note 6. Investment Securities" for further information on investment securities held-to-maturity.

Investment Securities Available-for-Sale Investment securities available-for-sale are carried at fair value with the unrealized gains or losses net of related deferred income taxes reported within accumulated other comprehensive income (loss). The cost of investment securities sold is determined on a specific identification basis and gains or losses on sales of investment securities available-for-sale are recognized on trade dates. Discounts and premiums on investment securities available-for-sale are amortized using a level yield method over the expected life of the security, or to the earliest call date for premiums on investment securities with call features. The Corporation evaluates investment securities available-for-sale for other than temporary impairment on a quarterly basis. Declines in value considered other than temporary, if any, would be recorded in noninterest income within net gains on investment securities. See "Note 6. Investment Securities" for further information on investment securities available-for-sale.

Loans and Leases Held-for-Sale Loans and leases designated as held-for-sale are generally carried at the lower of cost or fair value. Any amount by which cost exceeds fair value is initially recorded as a valuation allowance and subsequently recorded in net gains (losses) on sales of loans and leases when sold. Fair value calculations include the servicing value of loans as well as any accrued interest. From time to time, management identifies and designates, primarily consumer loans held in the loan portfolios, for sale. These loans are transferred to loans and leases held-for-sale at the lower of cost or fair value at the time of transfer net of any associated allowance for loan and lease losses.

Certain residential mortgage loans held-for-sale are recorded at fair value under the elected fair value option as prescribed by ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"). The Corporation generally sells conforming long-term fixed interest rate mortgage loans it originates in the secondary market. Gains on the sales of these loans are determined using the specific identification method. The Corporation sells residential mortgage loans in the secondary market on servicing retained and servicing released bases. The fair value election allows for a more effective offset of the changes in fair value of residential mortgage loans held-for-sale and the derivative instruments used to economically hedge them without having to apply complex hedge accounting provisions. Residential mortgage loans held-for-sale are carried at fair value, with changes in fair value recorded through earnings.

Loans and Leases Held-for-Investment Loans and leases designated as held-for-investment are reported at historical cost including net direct fees and costs associated with originating and acquiring loans and leases. The net direct fees and costs for sales-type leases are offset against revenues recorded at the commencement of sales-type leases. Discounts and premiums on acquired loans, net direct fees and costs, unearned discounts and finance charges, and unearned lease income are amortized to interest income using methods that approximate a level yield over the estimated remaining lives of the loans and leases. Net direct fees and costs on all lines of credit are amortized on a straight line basis to fees and service charges over the contractual life of the line of credit and adjusted for payoffs. See "Note 7. Loans and Leases" for further information on loans and leases.

Loans and Leases Acquired in a Business Combination The Corporation record loans and leases acquired in a business combination at fair value at the acquisition date and the fair value discount or premium is recognized as an adjustment to yield over the remaining life of each loan or lease. Credit discounts are included in the determination of fair value; therefore, an allowance for loan and lease losses is not recorded at the acquisition date. Purchased and acquired loans and leases are evaluated at the acquisition date and classified as either (i) loans and leases purchased without evidence of deteriorated credit quality since origination, or (ii) loans purchased with evidence of deteriorated credit quality since origination for which it is probable that all contractually required payments will not be collected, referred to as purchase credit impaired (PCI) loans. PCI loans are considered to be impaired and are accounted for under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"). In determining whether an acquired loan should be classified as a PCI loan, the Corporation must make numerous assumptions, interpretations and judgments using internal and third-party credit quality information to determine whether or not it is probable that the Corporation will be able to collect all contractually required payments. This is a point in time assessment and is inherently subjective due to the nature of the available information and judgment involved. Evidence of credit quality deterioration as of the acquisition date may include statistics such as past due and nonaccrual status, recent borrower credit scores and loan-to-value percentages. The excess of cash flows expected to be collected over the estimated fair value of PCI loans is referred to as the accretable yield and is accreted into interest income over the estimated remaining life of the loan using the effective yield method. The Corporation estimates the expected cash flows based on the expected remaining life of the loans, which includes the effects of estimated prepayments and estimates of future credit losses. Cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, is referred to as the nonaccretable difference.

The Corporation does not classify PCI loans as nonaccrual loans subsequent to acquisition because the loans are recorded at net realizable value based on the principal and interest expected to be collected on the loan. Judgment is required to estimate the timing and amount of cash flows expected to be collected when the loans are not performing in accordance with the original contractual terms.

The Corporation re-estimate the cash flows expected to be collected over the life of PCI loans quarterly. These evaluations require the Corporation to use key assumptions and estimates, similar to the initial estimate of fair value. A decrease in estimated cash flows due to deterioration in credit quality will result in additional reserves recognized in the allowance for loan and lease losses in addition to a transfer from accretable yield to nonaccretable difference.

Purchased and acquired loans and leases outside the scope of ASC 310-30 are accounted for under ASC 310-20, Receivables - Nonrefundable Fees and Other Costs. For purchased and acquired loans and leases, credit discounts representing the expected losses on principal over the life of the loan are a component of the initial fair value. If there is additional credit deterioration after the purchase date additional reserves are recognized in the allowance for loan and lease losses. The net discount or premium is accreted or amortized to interest income over the life of the loan. See "Note 7. Loans and Leases" for further information on loans and leases.

Nonaccrual Loans and Leases Loans and leases are generally placed on nonaccrual status when the collection of interest or principal is 90 days or more past due, unless, in the case of commercial loans and leases, they are well secured and in the process of collection. Delinquent consumer home equity junior lien loans are placed on nonaccrual status when there is evidence that the related third-party first lien mortgage may be 90 days or more past due, or foreclosure, charge-off or collection action has been initiated. TDR loans are placed on nonaccrual status prior to the past due thresholds outlined above if repayment under the modified terms is not likely after performing a well-documented credit analysis.

Loans and leases on nonaccrual status are generally reported as nonaccrual loans until there is sustained repayment performance for six consecutive months, with the exception of loans not reaffirmed upon discharge under Chapter 7 bankruptcy, which remain on nonaccrual status until a well-documented credit analysis indicates full repayment of the remaining pre-discharged contractual principal and interest is likely. Income on these loans and leases is recognized on a cash basis when there is sustained repayment performance for nine or 12 consecutive months based on the credit evaluation and the loan is not more than 60 days delinquent.

Generally, when a loan or lease is placed on nonaccrual status, uncollected interest accrued in prior years is charged off against the allowance for loan and lease losses and interest accrued in the current year is reversed against interest income. For nonaccrual leases that have been discounted with third-party financial institutions on a non-recourse basis, the related liability is also placed on nonaccrual status. Interest payments received on loans and leases in nonaccrual status are generally applied to principal unless the remaining principal balance has been determined to be fully collectible, in which case interest income is recognized on a cash basis. See "Note 8. Allowance for Loan and Lease Losses and Credit Quality" for further information on nonaccrual loans and leases.

Leases The Corporation enters into lease contracts as both a lessor and a lessee. A contract, or part of a contract, is considered a lease if it conveys the right to obtain substantially all of the economic benefits from, and the right to direct and use, an identified asset for a period of time in exchange for consideration. The determination of lease classification requires various judgments and estimates by management which may include the fair value of the equipment at lease inception, useful life of the equipment under lease, estimate of the lease residual value and collectability of minimum lease payments. Management has policies and procedures in place for the determination of lease classification and review of the related judgments and estimates for all leases.

As a lessor, the Corporation provides various types of lease financing that are classified for accounting purposes as direct financing, sales-type or operating leases. Leases that transfer substantially all of the benefits and risks of ownership to the lessee are classified as direct financing or sales-type leases and are recorded in loans and leases. Direct financing and sales-type leases are carried at the combined present value of future minimum lease payments and lease residual values.

Interest income on net investment in direct financing and sales-type leases is recognized using methods that approximate a level yield over the fixed, non-cancelable term of the lease, including pro rata rent payments received for the interim period until the lease contract commences and the fixed, non-cancelable lease term begins. Sales-type leases generate selling profit (loss), which is recognized on the commencement date by recording lease revenue net of lease cost. Lease revenue consists of the present value of the future minimum lease payments and lease cost consists of the leased equipment's net book value, less the present value of its residual.

Some lease financing contracts include a residual value component, which represents the estimated fair value of the leased equipment at the expiration of the initial term of the transaction. The estimation of residual values involves judgment regarding product and technology changes, customer behavior, shifts in supply and demand and other economic assumptions. The Corporation reviews residual assumptions when assessing potential impairment of the net investment in direct financing and sales-type leases each quarter. Decreases in the expected residual value are reflected through an increase in the provision for credit losses, which results in an increase to the allowance for loan and lease losses.

The Corporation may sell minimum lease payment receivables, primarily as a credit risk reduction tool, to third-party financial institutions at fixed rates, on a non-recourse basis, with its underlying equipment as collateral. For those transactions that qualify for sale accounting, the related lease cash flow stream and the non-recourse financing are derecognized. For those transactions that do not qualify for sale accounting, the underlying lease remains on the Consolidated Statements of Financial Condition and non-recourse debt is recorded in the amount of the proceeds received. The Corporation retains servicing of these leases and bills, collects and remits funds to the third-party financial institution. Upon default by the lessee, the third-party financial institutions may take control of the underlying collateral which the Corporation would otherwise retain as residual value.

Leases that do not transfer substantially all benefits and risks of ownership to the lessee are classified as operating leases. Such leased equipment and related initial direct costs are included in other assets and depreciated to their estimated salvage value on a straight-line basis over the term of the lease. Lease financing equipment depreciation is recorded in noninterest expense on the Consolidated Statements of Income. Operating lease payments received are recognized as lease income on the Consolidated Statements of Income when due and recorded as a component of leasing revenue in noninterest income. An allowance for lease losses is not provided on operating leases. See "Note 7. Loans and Leases" for further information on leases.

As a lessee, the Corporation enters into contracts to lease real estate, information technology equipment and various other types of equipment. Leases that transfer substantially all of the benefits and risks of ownership to the Corporation are classified as finance leases, while all others are classified as operating leases. At lease commencement, a lease liability and right-of-use asset are calculated and recognized for both types of leases. The lease liability is equal to the present value of future minimum lease payments. The right-of-use asset is equal to the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received. Operating lease right-of-use assets are recorded in other assets and finance lease right-of-use assets are recorded in premises and equipment, net. The Corporation uses the appropriate term FHLB rate to determine the discount rate for the present value calculation of future minimum payments when an implicit rate is not known for a given lease. The lease term used in the calculation includes any options to extend that the Corporation is reasonably certain to exercise.

Subsequent to lease commencement, lease liabilities recorded for finance leases are measured using the effective interest rate method and the related right-of-use assets are amortized on a straight-line basis over the lease term. Interest expense and amortization expense are recorded separately in the Consolidated Statements of Income in interest expense on borrowings and occupancy and equipment noninterest expense, respectively. For operating leases, total lease cost is comprised of lease expense, short-term lease cost, variable lease cost and sublease income. Lease expense includes future minimum lease payments, which are recognized on a straight-line basis over the lease term, as well as common area maintenance charges, real estate taxes, insurance and other expenses, where applicable, which are expensed as incurred. Total lease cost for operating leases is recorded in occupancy and equipment in noninterest expense. See "Note 12. Operating Lease Right-of-Use Assets and Liabilities" for further information.

Premises and Equipment Premises and equipment, including right-of-use assets for finance leases and leasehold improvements, are carried at cost and are depreciated or amortized on a straight-line basis over the estimated useful lives of owned assets (up to 39 years for buildings, and ranging from three to 15 years for all other depreciable owned assets), over the lease term for right-of-use assets and over the lesser of the estimated useful life of the related asset or the lease term for leasehold improvements. Maintenance and repairs are charged to expense as incurred. Rent expense for leased land with facilities is recognized in occupancy and equipment expense. Rent expense for leases with free rent periods or scheduled rent increases is recognized on a straight-line basis over the lease term. See "Note 9. Premises and Equipment, Net" for further information on premises and equipment.

Goodwill and Other Intangible Assets All assets and liabilities acquired in purchase acquisitions, including other intangibles, are initially recorded at fair value. Goodwill is recorded when the purchase price of an acquisition is greater than the fair value of net assets, including identifiable intangible assets. Goodwill is not amortized, but assessed for impairment annually at the reporting unit level. The Corporation has historically performed its annual assessment as of December 31st. As a result of its Merger, the Corporation has elected to perform its annual test in the fourth quarter utilizing September 30th financial data. The change in assessment date is not material to the financial statements and allows management more time to perform the analysis of the significant goodwill generated as a result of the Merger. Interim impairment analysis may be required if events occur or circumstances change that would more-likely-than-not reduce a reporting unit's fair value below its carrying amount. Other intangible assets are amortized on a straight-line basis or accelerated method over their estimated useful lives and are subject to impairment if events or circumstances indicate a possible inability to realize their carrying amounts.

When testing for goodwill impairment, the Corporation has the option to perform a qualitative assessment of goodwill. The Corporation may also elect to perform a quantitative test without first performing a qualitative analysis. If the qualitative assessment is performed and the Corporation concludes it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, a quantitative analysis is performed. Quantitative valuation methodologies primarily include a discounted cash flow analysis in determining the fair value of reporting units. If the fair value is less than the carrying amount, additional analysis is required to measure the amount of impairment. Impairment losses, if any, are recorded as a charge to other noninterest expense and an adjustment to the carrying value of goodwill.

Loan Servicing Rights Loan servicing rights ("LSRs") are recognized as assets or liabilities as a result of selling residential mortgage and commercial real estate loans in the secondary market while retaining the right to service these loans and receive servicing income over the life of the loan, and from acquisitions of other banks that had LSRs. An LSR is recorded at estimated fair value when initially recognized. Fair value is determined by the present value of expected cash flows received in excess of a market servicing rate. If the amount earned to service assets is equal to the market rate, no value is recorded. Subsequently, LSRs are accounted for at the lower of amortized cost or fair value and amortized in proportion to and over the period of net servicing income. Unexpected prepayments of mortgage loans result in increased amortization of LSRs, as the remaining book value of the LSRs is expensed at the time of prepayment. LSRs are assessed quarterly for impairment. See "Note 11. Loan Servicing Rights" for further information.

Interest-only Strips The Corporation sells loans with or without interest-only strips to third party financial institutions. For those transactions that achieve sale treatment, the underlying loans are removed from the Consolidated Statements of Financial Condition. The Corporation may receive as part of the sale consideration an interest in the future cash flows of borrower loan payments, known as an interest-only strip. The interest-only strip is recorded at fair value in other assets with the unrealized gains or losses net of deferred income taxes reported within accumulated other comprehensive income (loss), similar to investment securities available-for-sale. The fair value of the interest-only strip represents the present value of future cash flows expected to be received by the Corporation. After initial recording of the interest-only strip, the accretable yield is measured as the difference between the initial investment, or fair value, and the cash flows expected to be collected. The accretable yield is amortized into interest income over the life of the interest-only strip using the effective yield method. The expected cash flows are evaluated quarterly to determine if they have changed from previous projections. Declines in the value of interest-only strips that are considered other than temporary are recorded in other noninterest expense, with amounts previously recorded within accumulated other comprehensive income (loss) being reclassified as appropriate. See "Note 7. Loans and Leases" for further information on interest-only strips.

Other Real Estate Owned and Repossessed and Returned Assets Other real estate owned and repossessed and returned assets is comprised of assets acquired through foreclosure, repossession or returned to the Corporation. These assets are initially recorded at the lower of the loan or lease carrying amount or fair value of the collateral less estimated selling costs at the time of transfer to real estate owned or repossessed and returned assets. The fair value of other real estate owned is based on independent appraisals, real estate brokers' price opinions or automated valuation methods, less estimated selling costs. The fair value of repossessed and returned assets is based on available pricing guides, auction results or price opinions, less estimated selling costs. Any carrying amount in excess of the fair value less estimated selling costs is charged off to the allowance for loan and lease losses upon transfer. Subsequently, if the fair value of an asset, less the estimated costs to sell, declines to less than the carrying amount of the asset, the shortfall is recognized in the period in which it becomes known and is included in foreclosed real estate and repossessed assets, net expense. Operating expenses of properties and recoveries on sales of other real estate owned are also recorded in noninterest expense within net foreclosed real estate and repossessed assets. Operating revenue from foreclosed property is included in other noninterest income. See "Note 8. Allowance for Loan and Lease Losses and Credit Quality" for further information on other real estate owned and repossessed and returned assets.

Investments in Qualified Affordable Housing Projects, Federal Historic Projects and New Market Tax Credits The Corporation has investments in affordable housing limited liability entities that either operate qualified affordable housing projects or invest in other limited liability entities formed to operate affordable housing projects, which generally accounts for under the proportional amortization method. However, depending on circumstances, the effective yield, equity or cost methods may be utilized. The Corporation also has investments in federal historic projects and new market projects, which are accounted for under the equity method. The amount of the investments, along with any unfunded equity contributions that are unconditional and legally binding, are recorded in other assets on the Consolidated Statements of Financial Condition. A liability for the unfunded equity contributions is recorded in accrued expenses and other liabilities on the Consolidated Statements of Financial Condition. The tax credits and amortization of the investments are recorded as a component of income tax expense (benefit). Investments in affordable housing limited liability entities are considered VIEs because the Corporation, as a limited partner, lacks the power to direct the activities that most significantly impact the entities' economic performance. The Corporation has concluded it is not the primary beneficiary of the investments in affordable housing limited liability entities and therefore, they are not consolidated. The maximum exposure to loss on the VIE investments is limited to the carrying amount of the investments and the potential recapture of any recognized tax credits. The Corporation believes the likelihood of the tax credits being recaptured is remote, as a loss would require the managing entity to fail to meet certain government compliance requirements. Further, certain of the Corporation's investments in affordable housing limited liability entities include guaranteed minimum returns which are backed by an investment grade credit-rated company, which reduces the risk of loss. See "Note 13. Investments in Qualified Affordable Housing Projects, Federal Historic Projects and New Market Tax Credits" for further information on investments in affordable housing limited liability entities.

Derivative Instruments All derivative instruments are recognized at fair value within other assets and other liabilities. The Corporation's derivative instruments may be subject to master netting arrangements and collateral arrangements and qualify for offset in the Consolidated Statements of Financial Condition. A master netting arrangement with a counterparty creates a right of offset for amounts due to and from that same counterparty that is enforceable in the event of a default or bankruptcy. The Corporation's policy is to recognize amounts subject to master netting arrangements and collateral arrangements on a net basis in the Consolidated Statements of Financial Condition. The value of derivative instruments will vary over their contractual terms as the related underlying rates fluctuate. The accounting for changes in the fair value of a derivative instrument depends on whether or not the contract has been designated and qualifies as a hedge. To qualify as a hedge, a contract must be highly effective at reducing the risk associated with the exposure being hedged. In addition, for a contract to be designated as a hedge, the risk management objective and strategy must be documented at inception. Hedge documentation must also identify the hedging instrument, the asset or liability and type of risk to be hedged and how the effectiveness of the contract is assessed prospectively and retrospectively. To assess effectiveness, the Corporation uses statistical methods such as regression analysis. A contract that has been, and is expected to continue to be effective at offsetting changes in fair values or the net investment, must be assessed and documented at least quarterly. If it is determined that a contract is not highly effective at hedging the designated exposure, hedge accounting is discontinued.

Upon origination of a derivative instrument, the contract is designated either as a hedge of the exposure to changes in the fair value of an asset or liability due to changes in market risk ("fair value hedge"), a hedge of the volatility of an investment in foreign operations driven by changes in foreign currency exchange rates ("net investment hedge") or is not designated as a hedge.

Fair Value Hedges TCF Bank entered into an interest rate swap agreement related to its contemporaneously issued subordinated debt, which settles through a central clearing house. The swap was designated as a fair value hedge and effectively converts the fixed interest rate to a floating rate based on the three-month London InterBank Offered Rate ("LIBOR") plus a fixed number of basis points on the $150.0 million notional amount through February 27, 2025, the maturity date of the subordinated debt.

The interest rate swap substantially offsets the change in fair value of the hedged underlying subordinated debt that is attributable to the changes in market risk. The gains and losses related to changes in the fair value of the interest rate swap, as well as the offsetting changes in fair value of the hedged debt, are recorded in interest on borrowings effective January 1, 2018 and were previously recorded in other noninterest income.

Net Investment Hedges Forward foreign exchange contracts, which generally settle within 34 days, are used to manage the foreign exchange risk associated with the Corporation's net investment in TCF Commercial Finance Canada, Inc. ("TCFCFC"), a wholly-owned indirect Canadian subsidiary of TCF Bank. Changes in net investment hedges recorded within other comprehensive income (loss) are subsequently reclassified to other noninterest expense during the period in which the foreign investment is substantially liquidated or when other elements of the currency translation adjustment are reclassified to income.

Derivatives Not Designated as Hedges The Corporation executes interest rate contracts with commercial banking customers to facilitate their respective risk management strategies. Those interest rate contracts are simultaneously hedged with offsetting interest rate contracts that the Corporation executes with a third party and generally settles through a central clearing house, minimizing the Corporation's net risk exposure. As the interest rate contracts do not meet hedge accounting requirements, changes in the fair value of both the customer contracts and the offsetting contracts are recorded in other noninterest income. These contracts have original fixed maturity dates ranging from 3 to 10 years.

Portions of loans to commercial banking customers with associated interest rate contracts may be sold or purchased by TCF Bank. In such circumstances, the Corporation often executes risk participation agreements ("RPAs") directly with the party that owns the remaining portion of the loan. These agreements require the party that has not originated the interest rate contract with the borrower to assume a portion of the risk that the borrower will default on the interest rate contract obligation. As the RPAs do not meet hedge accounting requirements, changes in the fair value of these contracts are recorded in other noninterest income. These contracts have original fixed maturity dates matching the associated interest rate contracts.

Certain of the Corporation's forward foreign exchange contracts are not designated as hedges and are generally settled within 34 days. Changes in the fair value of these forward foreign exchange contracts are recorded in other noninterest expense.

The Corporation enters into interest rate lock commitments in conjunction with the sale of certain consumer real estate loans. These interest rate lock commitments are agreements to extend credit under certain specified terms and conditions at fixed rates with original lock expirations generally within 10 months. They are not designated as hedges and accordingly, changes in the valuation of these commitments are recorded in net gains on sales of loans and leases.

Mandatory forward loan sale commitments are accounted for as derivatives and recorded at fair value, with changes in fair value recorded through earnings. The Corporation recognizes revenue associated with the expected future cash flows of servicing loans for loans held-for-sale at the time a forward loan sale commitment is made to originate a held-for-sale loan.

The Corporation has written and purchased option derivatives consisting of instruments to facilitate an equity-linked time deposit product (the "Power Equity CD"). The Power Equity CD is a time deposit that provides the purchaser a guaranteed return of principal at maturity plus a potential equity return (a written option), while the Corporation receives a known stream of funds based on the equity return (a purchased option). The written and purchased options are mirror derivative instruments which are carried at fair value on the Consolidated Statements of Financial Condition.

During the second quarter of 2012, the Corporation sold its Visa^® Class B stock. In conjunction with the sale, the Corporation and the purchaser entered into a derivative transaction whereby the Corporation may receive or be required to make cash payments whenever the conversion ratio of the Visa Class B stock into Visa Class A stock is adjusted. The fair value of this derivative has been determined using estimated future cash flows using probability weighted scenarios for multiple estimates of Visa's aggregate exposure to covered litigation matters, which include consideration of amounts funded by Visa into its escrow account for the covered litigation matters. Changes, if any, in the valuation of this swap agreement, which has no determinable maturity date, are recorded in other noninterest expense. See "Note 23. Derivative Instruments" for further information on derivative instruments.

Bank-Owned Life Insurance The Corporation has life insurance policies on certain key officers of TCF Bank. The bank-owned life insurance policies of the Corporation were obtained through its merger with Chemical Bank in August 2019. Bank-owned life insurance is recorded at the cash surrender value, net of surrender charges, and is included within other assets on the Consolidated Statements of Financial Condition and tax-exempt income from the periodic changes in the cash surrender values are recorded as other noninterest income on the Consolidated Statements of Income. The total cash surrender value of the bank owned life insurance policies totaled $167.6 million at December 31, 2019. Bank owned life insurance income was $1.5 million for the year ended December 31, 2019.

Short-term Borrowings Short-term borrowings are comprised of short-term FHLB advances with original scheduled maturities of one year or less, and collateralized customer deposits, which represent funds deposited by customers that are collateralized by investment securities owned by the Corporation, as these deposits are not covered by Federal Deposit Insurance Corporation ("FDIC") insurance and are reflected as a liability in the accompanying Consolidated Statements of Financial Condition. See "Note 15. Borrowings" for further information.

Long-term Borrowings Long-term borrowings are comprised of subordinated debentures, long-term FHLB advances, discounted lease rentals, and finance lease obligations. See Note 15. Borrowings for further information.

Advertising Costs Advertising costs are expensed as incurred. The Corporation has entered into long-term contracts for sponsorships or naming rights of certain events and buildings. Costs associated with these contracts are generally expensed ratable over the contract term.

Income Taxes The Corporation files consolidated and separate company U.S. federal income tax returns, combined and separate company state income tax returns and foreign income tax returns. Current and deferred tax assets and liabilities are measured based on the provisions of enacted tax law.

Income taxes are accounted for using the asset and liability method. Under this method, current income tax expense represents the estimated liability for the current period and includes income tax expense related to uncertain tax positions. When income and expenses are recognized in different periods for tax purposes than for book purposes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Differences in the tax and book carrying amounts of assets and liabilities can also be generated when the Corporation acquires other businesses or bank branches. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recorded in income tax expense (benefit) in the period in which the enactment date occurs. If current period income tax rates change, the impact on the annual effective income tax rate is applied year to date in the period of enactment.

The determination of current and deferred income taxes is based on analyses of many factors, including interpretation of income tax laws, the evaluation of uncertain tax positions, temporary differences between the tax and financial reporting bases of assets and liabilities, estimates of amounts due or owed, the timing of reversals of temporary differences and current financial accounting standards. Additionally, there can be no assurance that estimates and interpretations used in determining income tax assets or liabilities will not be challenged by taxing authorities. Actual results could differ significantly from the estimates and tax law interpretations used in determining the current and deferred income tax assets and liabilities.

In the preparation of income tax returns, tax positions are taken based on interpretation of income tax laws for which the outcome is uncertain. At each balance sheet date, management reviews and evaluates the status of uncertain tax positions and makes estimates of amounts ultimately due or owed. The benefits of tax positions are recorded in income tax expense (benefit) net of the estimates of ultimate amounts due or owed, including any applicable interest and penalties. Changes in the estimated amounts due or owed may result from closing of the statute of limitations on tax returns, new legislation, clarification of existing legislation through government pronouncements, judicial action and through the examination process. The Corporation's policy is to record interest and penalties, if any, related to unrecognized tax benefits in income tax expense (benefit). See "Note 16. Income Taxes" for further information on income taxes.

Share-based Compensation The fair value of restricted stock awards, stock options and restricted stock units is determined on the date of grant and amortized to compensation and employee benefits expense, with a corresponding increase to additional paid-in capital, over the longer of the service period or performance period, but in no event beyond an employee's retirement date or date of employment termination. For performance-based restricted stock or stock units, the Corporation estimates the degree to which performance conditions will be met to determine the number of shares or units that will vest and the related expense. Compensation and employee benefits expense is adjusted in the period such estimates change. Non-forfeitable dividends, if any, paid on shares of restricted stock are recorded to retained earnings for shares that are expected to vest and to compensation and employee benefits expense for shares that are not expected to vest.

Income tax benefits (detriments) related to stock compensation, where the fair value on vesting or exercise of the award is greater than (less than) the grant date value less any proceeds on exercise, are recognized in income tax expense (benefit). See "Note 20. Share-based Compensation" for further information on stock-based compensation.

Earnings Per Common Share The Corporation's restricted stock awards that pay non-forfeitable common stock dividends meet the criteria of a participating security. Accordingly, earnings per share is calculated using the two-class method under which earnings are allocated to both common shares and participating securities.

All shares of restricted stock are deducted from weighted-average shares outstanding for the computation of basic earnings per common share. Shares of performance-based restricted stock and restricted stock units are included in the calculation of diluted earnings per common share using the treasury stock method at the beginning of the quarter in which the performance goals have been achieved. All other shares of restricted stock, which vest over specified time periods, stock options and warrants are included in the calculation of diluted earnings per common share using the treasury stock method. See "Note 25. Earnings Per Common Share" for further information on earnings per share.

Accumulated Other Comprehensive Income (Loss) Comprehensive income of the Corporation includes net income and adjustments to shareholders' equity for changes in unrealized gains and losses on investment securities available-for-sale, interest only strips, and net investment hedges, as well as foreign currency translation adjustments and recognized postretirement prior service cost. All items included in comprehensive income are net of income taxes. The Corporation presents "Comprehensive income" as a component in the Consolidated Statements of Equity and the components of other comprehensive income (loss) separately in the Consolidated Statements of Comprehensive Income. See "Note 29. Accumulated Other Comprehensive Income (Loss)" for further information on accumulated other comprehensive income (loss).

Recently Adopted Accounting Pronouncements

Effective January 1, 2019, the Corporation adopted ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which permits the use of the OIS Rate based on the SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate ("LIBOR") swap rate, the OIS Rate based on the Fed Funds Effective Rate and the Securities Industry and Financial Markets Association Municipal Swap Rate. The adoption of this ASU was on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after January 1, 2019. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2019, the Corporation adopted ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), which requires the decision to capitalize or expense implementation costs incurred in a cloud computing arrangement (i.e. a hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40. The Corporation's policy had been to expense these costs as incurred. The adoption of this ASU was on a prospective basis. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2019, the Corporation adopted ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to nonemployees by aligning it more consistently with the accounting for share-based payments to employees. The new guidance in ASC 718 supersedes the guidance in ASC 505-50. The adoption of this ASU was on a modified retrospective basis with no cumulative effect adjustment recorded. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2019, the Corporation adopted ASU No. 2017-11, Earnings Per Share (Topic 260): Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, which simplifies the accounting for certain equity-linked financial instruments and embedded features with the down round features that reduce the exercise price when the pricing of a future round of financing is lower. The adoption of this ASU was on a modified retrospective basis. The adoption of this guidance did not have a material impact on the consolidated financial statements.

Effective January 1, 2019, the Corporation adopted ASU No. 2016-02, Leases (Topic 842), which, along with other amendments, requires lessees to recognize most leases on their balance sheet. Lessor accounting is largely unchanged. The ASU requires both quantitative and qualitative disclosure regarding key information about leasing arrangements from both lessees and lessors. Effective January 1, 2019, the Corporation also adopted the following ASUs, which further amend the original lease guidance in Topic 842: (i) ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840) and Leases (Topic 842): Amendments to SEC Paragraphs, which rescinds certain SEC Observer comments and staff announcements from the lease guidance and incorporates SEC staff announcements on the effect of a change in tax law on leveraged leases from ASC 840 into ASC 842; (ii) ASU No. 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, which amends the new lease guidance to add an optional transition practical expedient that permits an entity to continue applying its current accounting policy for land easements that existed or expired before January 1, 2019; (iii) ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which makes narrow scope improvements to the standard for specific issues; (iv) ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method allowing the standard to be applied at the adoption date and provides a practical expedient related to separating components of a contract for lessors; (v) ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which allows lessors to elect to account for all sales taxes as lessee costs, instead of determining whether they are lessee or lessor costs in each individual jurisdiction. It requires lessor costs paid by lessees directly to third parties to be excluded from revenue, requires lessors to account for costs excluded from the consideration of a contract that are paid by the lessor as revenue and requires certain variable payments to be allocated (rather than recognized) to lease and nonlease components when changes occur in the facts and circumstances on which the variable payments are based; and (vi) ASU No. 2019-01, Leases (Topic 842): Codification Improvements, which allows lessors that are not manufacturers or dealers to calculate the fair value of an underlying asset as its cost less any volume or trade discount, requires lessors to classify principal payments received from direct financing and sales-type leases as investing activities in the statement of cash flows and clarifies that certain disclosure requirements that were explicitly excluded from annual reporting during the year of adoption are also excluded from interim reporting during the same year. These ASUs were adopted on a modified retrospective basis. Management elected the practical expedients and optional transition method, which allow for leases entered into prior to January 1, 2019 to be accounted for consistent with prior guidance. Management evaluated the Corporation's leasing contracts and activities, and developed methodologies and processes to estimate and account for the right-of-use assets and lease liabilities based on the present value of future lease payments. On January 1, 2019, the Corporation recorded right-of-use assets and lease liabilities totaling $91.9 million and $112.8 million, respectively. The Corporation also recorded additional right-of-use assets and lease liabilities totaling $39.8 million and $41.6 million on August 1, 2019 as a result of the Merger. The impact to capital ratios as a result of increased risk-weighted assets is immaterial. The adoption of this guidance did not result in a material change to lessee expense recognition. The changes to lessor accounting, as well as changes in customer behavior driven by the adoption of these ASUs, impacts the results of the leasing and equipment financing businesses, including earlier recognition of expense due to a narrower definition of initial direct costs and the timing of revenue recognition for certain leases, resulting in more revenue being deferred over the lease term.

Recently Issued Accounting Pronouncements

In January 2020, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force), which clarifies the interactions between Topic 321, Topic 323 and Topic 815, including accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2021. Early adoption is allowed. Management is currently evaluating the impact of this guidance on the consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes by removing certain exceptions to the general rules found in Topic 740 - Income Taxes. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2021. Early adoption is allowed. Management is currently evaluating the impact of this guidance on the consolidated financial statements.

In November 2019, the FASB issued ASU No. 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements-Share-Based Consideration Payable to a Customer, which requires entities to measure and classify share based payment awards granted to a customer by applying the guidance in Topic 718. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. Early adoption is allowed. The adoption of this guidance will not have a material impact on the consolidated financial statements.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, which makes targeted improvements to the accounting for collaborative arrangements in response to questions raised as a result of the issuance of ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. Early adoption is allowed. The adoption of this guidance will not have a material impact on the consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which provides an elective exemption to private companies from applying variable interest entities ("VIE") guidance to all entities under common control if certain criteria are met. In addition, this ASU contains an amendment applicable to all entities which amends how a decision maker or service provider determines whether its fee is a variable interest in a VIE when a related party under common control also has an interest in the VIE. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. Early adoption is allowed. The adoption of this guidance will not have a material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. Certain of the amendments require prospective application, while the remainder require retrospective application. Early adoption is allowed either for the entire standard or only the provisions that eliminate or modify the requirements. Management is currently evaluating which adoption method will be selected as well as the related potential impact of this guidance on the consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Subsequent to adoption, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance largely remains unchanged. The adoption of this ASU will be required beginning with the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2020 on a prospective basis. Early adoption is allowed. The adoption of this guidance will not have a material impact on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets (including off-balance sheet exposures), including trade and other receivables, debt securities held-to-maturity, loans, net investments in leases and purchased financial assets with credit deterioration. The ASU requires the use of a current expected credit loss ("CECL") methodology to determine the allowance for credit losses for loans and debt securities held to maturity. CECL requires loss estimates for the remaining estimated life of the asset to be measured using historical loss data as well as adjustments for current conditions and reasonable and supportable forecasts of future economic conditions. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 and should be accounted for in accordance with Topic 842. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies and corrects certain unintended applications of the guidance contained in each of the amended Topics. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief, which provides an option to irrevocably elect the fair value option in Subtopic 825-10 to certain instruments within the scope of Subtopic 326-20 upon adoption of Topic 326. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarifies that expected recoveries of amounts previously written off or expected to be written off should be included in the estimate of allowance for credit losses for purchased financial assets with credit deterioration, provides certain transition relief for TDR accounting when the discounted cash flow method is used to estimate credit losses, allows entities to elect to disclose separately the total amount of accrued interest included in the amortized cost basis as a single balance to meet certain disclosure requirements, and clarifies that an entity should assess whether it reasonably expects the borrower will be able to continually replenish collateral securing financial assets when electing a practical expedient to measure the estimate of expected credit losses by comparing the amortized cost basis of the financial asset and the fair value of collateral securing the financial asset as of the reporting date. The adoption of these ASUs will be reflected using a modified retrospective approach with a cumulative effect adjustment recorded as of January 1, 2020 in the Corporation's Quarterly Report on Form 10-Q for the quarter ending March 31, 2020. CECL represents a significant change in GAAP and is expected to result in a significant change to industry practice, which the Corporation expects will continue to evolve over time.

The Corporation has established a governance structure to implement these ASUs and has developed a methodology and set of models to be used upon adoption. At December 31, 2019, loan and lease portfolios totaled $34.5 billion with a corresponding allowance for loan and lease losses ("ALLL") of $113.1 million under current GAAP. Based on parallel runs of the CECL process that the Corporation has performed alongside the current ALLL process, the Corporation estimates that the adoption of the standard will result in an allowance for credit losses ("ACL") that is larger than the current ALLL levels by $200.0 million to $225.0 million in total for all portfolios. Approximately 20% of the anticipated increase from ALLL to ACL relates to originated loans and leases, with the largest impact on the consumer segment given the longer duration of the portfolios. A significant portion of the anticipated increase from ALLL to ACL is a result of new requirements to record ACL related to acquired loans and leases, regardless of any credit mark recorded. Approximately 80% of the anticipated increase from ALLL to ACL relates to acquired loans and leases, which were recorded at estimated fair value at their respective acquisition dates, the majority of which relate to loans and leases acquired in the Merger. Under current GAAP, credit marks are included in the determination of the fair value adjustments reflected as a discount to the carrying value of the loans, and an ALLL is not recorded on acquired loans and leases until there is evidence of credit deterioration post acquisition. However, upon adoption of CECL an ACL is recorded for all acquired loans and leases based on the lifetime loss concept. Further, for acquired loans and leases that do not meet the definition of purchase credit deteriorated ("PCD"), the credit and interest marks which remain from acquisition accounting as of December 31, 2019 will continue to accrete over the life of loan. For acquired loans that meet the definition of PCI and convert to PCD at adoption, the ACL recorded is recognized through a gross-up that increases the amortized cost basis of loans with a corresponding ACL, and therefore results in little to no impact to the cumulative effect adjustment to retained earnings. The adoption of CECL will also result in an increase in the liability for unfunded commitments of between $10.0 million and $15.0 million. For other assets within the scope of the standard such as debt securities held-to-maturity, trade and other receivables, management expects the impact from the standard to be inconsequential. The Corporation estimates a cumulative tax effected adjustment to record ACL and to increase the unfunded commitment liability results in a reduction to retained earnings of $160.0 million to $175.0 million. Management is finalizing its review of certain asset-specific risk characteristics and of the most recent model run related to acquired loans. Management is also evaluating financial statement and disclosure impacts, as well as determining whether to elect to utilize the three-year phase-in period for regulatory impact of CECL. As the Corporation finalizes the implementation of the standard in the first quarter of 2020, final decisions by management will result in the specific January 1, 2020 ACL impact being established.

The initial increase to the Corporation's allowance for loan and lease losses and liability for unfunded commitments will be recorded as an adjustment to beginning of the year retained earnings. Post adoption, as loans and leases are added to the portfolio, the Corporation expects higher levels of allowance for credit losses determined by CECL assumptions, resulting in accelerated recognition of provision for credit losses, as compared to historical results.

Note 4. Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and interest-bearing deposits in other banks.

At December 31, 2019 and 2018, TCF Bank was required by Federal Reserve regulations to maintain reserves of $177.0 million and $106.2 million, respectively, in cash on hand or at the Federal Reserve Bank.

We maintain cash balances that are restricted as to their use in accordance with certain obligations. Cash payments received on loans serviced for third parties are generally held in separate accounts until remitted. We may also retain cash balances for collateral on certain borrowings and derivative contracts. We maintained restricted cash totaling $68.6 million and $38.3 million at December 31, 2019 and 2018, respectively.

Note 5. Federal Home Loan Bank and Federal Reserve Bank Stocks

Investments were as follows:



	At December 31,
(In thousands)	2019		2018
Federal Home Loan Bank stock, at cost	$	318,473	$	54,019
Federal Reserve Bank stock, at cost	123,967		37,635
Total investments	$	442,440	$	91,654

The investments in FHLB stock are required investments related to the Corporation's membership in and borrowings from the FHLB of Des Moines, and additional commitments from the FHLB of Indianapolis and Cincinnati. The Corporation's investments in the FHLB of Des Moines, Indianapolis and Cincinnati could be adversely impacted by the financial operations of the Federal Home Loan Banks and actions of their regulator, the Federal Housing Finance Agency. The amount of FRB stock that TCF Bank is required to hold is based on TCF Bank's capital structure. We periodically evaluate investments for other than temporary impairment. There was no impairment of these investments in 2019, 2018 and 2017.

100

Note 6. Investment Securities

The amortized cost and fair value of investment securities were as follows:



	Investment Securities Available-for-sale, At Fair Value
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At December 31, 2019
Debt securities:
Government and government-sponsored enterprises	$	235,045	$	18	$	678	$	234,385
Obligations of states and political subdivisions	852,096		12,446		687		863,855
Mortgage-backed securities:
Residential agency	4,492,427		68,797		6,103		4,555,121
Residential non-agency	374,046		1,166		616		374,596
Commercial agency	645,814		8,639		2,049		652,404
Commercial non-agency	39,398		17		205		39,210
Total mortgage-backed debt securities	5,551,685		78,619		8,973		5,621,331
Corporate debt and trust preferred securities	451		—		21		430
Total investment securities available-for-sale	$	6,639,277	$	91,083	$	10,359	$	6,720,001
At December 31, 2018
Debt securities:
Obligations of states and political subdivisions	$	566,304	$	46	$	9,479	$	556,871
Mortgage-backed securities:
Residential agency	1,845,451		8,026		26,728		1,826,749
Residential non-agency	4		—		—		4
Commercial agency	85,245		1,196		—		86,441
Total mortgage-backed debt securities	1,930,700		9,222		26,728		1,913,194
Total investment securities available-for-sale	$	2,497,004	$	9,268	$	36,207	$	2,470,065



	Investment Securities Held-to-Maturity
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
At December 31, 2019
Residential agency mortgage-backed securities	$	135,769	$	5,576	$	177	$	141,168
Corporate debt and trust preferred securities	3,676		—		—		3,676
Total investment securities held-to-maturity	$	139,445	$	5,576	$	177	$	144,844
At December 31, 2018
Residential agency mortgage-backed securities	$	146,052	$	1,460	$	1,045	$	146,467
Corporate debt and trust preferred securities	2,800		—		—		2,800
Total investment securities held-to-maturity	$	148,852	$	1,460	$	1,045	$	149,267

101

Gross unrealized losses and fair value of investment securities aggregated by investment category and the length of time the securities were in a continuous loss position were as follows:



	At December 31, 2019
	Less than 12 months				12 months or more				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Investment securities available-for-sale
Debt securities:
Government and government sponsored enterprises	$	226,177	$	678	$	—	$	—	$	226,177	$	678
Obligations of states and political subdivisions	60,639		687		—		—		60,639		687
Mortgage-backed securities:
Residential agency	667,511		3,586		200,534		2,517		868,045		6,103
Residential non-agency	140,403		616		—		—		140,403		616
Commercial agency	176,880		2,049		—		—		176,880		2,049
Commercial non-agency	25,560		205		—		—		25,560		205
Total mortgage-backed debt securities	1,010,354		6,456		200,534		2,517		1,210,888		8,973
Corporate debt and trust preferred securities	430		21		—		—		430		21
Total investment securities available-for-sale	$	1,297,600	$	7,842	$	200,534	$	2,517	$	1,498,134	$	10,359
Investment securities held-to-maturity
Residential agency mortgage-backed securities	$	7,116	$	72	$	9,209	$	105	$	16,325	$	177
Total investment securities held-to-maturity	$	7,116	$	72	$	9,209	$	105	$	16,325	$	177



	At December 31, 2018
	Less than 12 months				12 months or more				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Investment securities available-for-sale
Debt securities:
Obligations of states and political subdivisions	$	3,620	$	—	$	526,817	$	9,479	$	530,437	$	9,479
Residential agency mortgage-backed securities	102,709		184		838,482		26,544		941,191		26,728
Total investment securities available-for-sale	$	106,329	$	184	$	1,365,299	$	36,023	$	1,471,628	$	36,207
Investment securities held-to-maturity
Residential agency mortgage-backed securities	$	3,074	$	14	$	31,738	$	1,031	$	34,812	$	1,045
Total investment securities held-to-maturity	$	3,074	$	14	$	31,738	$	1,031	$	34,812	$	1,045

At December 31, 2019 there were 517 investment securities in an unrealized loss position. We have assessed each investment security with unrealized losses for credit impairment. As part of that assessment we evaluated and concluded that it is more-likely-than-not that we will not be required and do not intend to sell any of the investment securities prior to recovery of the amortized cost. Unrealized losses on investment securities were primarily due to changes in interest rates.

The gross gains and losses on sales of investment securities were as follows:



	Year Ended December 31,
(In thousands)	2019		2018		2017
Gross realized gains	$	10,877	$	1,148	$	—
Gross realized losses	3,491		1,021		—
Recoveries on previously impaired investment securities held-to-maturity	39		221		237
Net gains on investment securities	$	7,425	$	348	$	237

102

The amortized cost and fair value of investment securities by final contractual maturity were as follows. Securities with multiple maturity dates are classified in the period of final maturity. The final contractual maturities do not consider possible prepayments and therefore expected maturities may differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	At December 31, 2019				At December 31, 2018
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investment Securities Available-for-Sale
Due in one year or less	$	66,124	$	66,112	$	—	$	—
Due in 1-5 years	191,364		192,065		24,464		24,375
Due in 5-10 years	547,813		555,523		509,832		503,768
Due after 10 years	5,833,976		5,906,301		1,962,708		1,941,922
Total investment securities available-for-sale	$	6,639,277	$	6,720,001	$	2,497,004	$	2,470,065
Investment Securities Held-to-Maturity
Due in 1-5 years	$	3,550	$	3,550	$	2,400	$	2,400
Due in 5-10 years	58		64		430		432
Due after 10 years	135,837		141,230		146,022		146,435
Total investment securities held-to-maturity	$	139,445	$	144,844	$	148,852	$	149,267

At December 31, 2019 and 2018, investment securities with a carrying value of $627.0 million and $1.6 million, respectively, were pledged as collateral to secure certain deposits and borrowings.

Note 7. Loans and Leases

Loans and leases were as follows:



	At December 31,
(In thousands)	2019		2018
Commercial loan and lease portfolio:
Commercial and industrial	$	11,439,602	$	6,298,240
Commercial real estate	9,136,870		2,830,705
Lease financing	2,699,869		2,530,163
Total commercial loan and lease portfolio	23,276,341		11,659,108
Consumer loan portfolio:
Residential mortgage	6,179,805		2,335,835
Consumer installment	1,542,411		2,003,572
Home equity	3,498,907		3,074,505
Total consumer loan portfolio	11,221,123		7,413,912
Total loans and leases⁽¹⁾	$	34,497,464	$	19,073,020


(1)	Loans and leases are reported at historical cost including net direct fees and costs associated with originating and acquiring loans and leases, lease residuals, unearned income and unamortized purchase premiums and discounts. The aggregate amount of these loan and lease adjustments was a net deferred cost of $201.5 million and $1.5 million at December 31, 2019 and 2018, respectively.

Acquired Loans and Leases The Corporation acquired loans and leases at fair value in the Merger and in previous acquisitions completed by Legacy TCF. Certain loans acquired were classified as PCI and are accounted for under ASC 310-30, which recognizes the expected shortfall of expected future cash flows, as compared to the contractual amount due, as nonaccretable difference. Any excess of the net present value of expected future cash flows over the acquisition date fair value is recognized as the accretable yield. The accretable yield is recognized over the expected remaining life of the acquired loan. In the event an acquired loan is renewed or extended, the loan continues to be accounted for as an acquired loan in accordance with ASC 310-30.

103

The carrying value and changes in accretable yield of all PCI loans were as follows:



	At or For Year Ended December 31,
(In thousands)	2019			2018
Balance of PCI loans, beginning of period	$	3,817		$	11,844
Accretable Yield
Balance, beginning of period	$	961		$	1,051
Addition attributable to the Merger	38,479			—
Accretion recognized in interest income	(11,453		)	(215		)
Net reclassification (to) from nonaccretable difference	10,091			370
Payments received	(10,445		)	(245		)
Balance, end of period	$	27,633		$	961
Balance of PCI loans, end of period	$	246,786		$	3,817

Leases Effective January 1, 2019, we adopted ASU No. 2016-02, Leases (Topic 842), and related ASUs on a modified retrospective basis, electing the practical expedients and optional transition method. As such, the following leasing disclosures include information at or for the year ended December 31, 2019.

The components of the net investment in direct financing and sales-type leases were as follows:



(In thousands)	At December 31, 2019
Carrying amount	$	2,794,212
Unguaranteed residual assets	152,030
Net direct fees and costs and unearned income	(246,373		)
Total net investment in direct financing and sales-type leases	$	2,699,869

The carrying amount of the sales-type and direct financing leases subject to residual value guarantees was $277.1 million at December 31, 2019.

The components of total lease income were as follows:



(In thousands)	Year Ended December 31, 2019
Interest income - loans and leases:
Interest income on net investment in direct financing and sales-type leases	$	131,547
Leasing revenue (noninterest income):
Lease income from operating lease payments	100,975
Profit (loss) recorded on commencement date on sales-type	35,694
Gain (losses) on sales of leased equipment	27,049
Leasing Revenue	163,718
Total lease income	$	295,265

Lease financing equipment depreciation on equipment leased to others was $76.4 million and the net book value of equipment leased to others and related initial direct costs under operating leases was $289.7 million at December 31, 2019.

104

Undiscounted future minimum lease payments receivable for direct financing and sales-type leases, and a reconciliation to the carrying amount recorded at December 31, 2019 were as follows:



(In thousands)
2020	$	298,172
2021	432,641
2022	553,109
2023	588,042
2024	528,749
Thereafter	257,911
Equipment under leases not yet commenced	47,141
Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases	2,705,765
Third-party residual value guarantees	88,447
Total carrying amount of direct financing and sales-type leases	$	2,794,212

Undiscounted future minimum lease payments expected to be received for operating leases at December 31, 2019 were as follows:



(In thousands)
2020	$	75,507
2021	54,274
2022	31,494
2023	14,405
2024	5,283
Thereafter	3,674
Total undiscounted future minimum lease payments	$	184,637

Loan Sales The following table summarizes the net gains on sales of loans and leases. We retain servicing on a majority of loans sold. See "Note 11. Loan Servicing Rights" for further information.



	Year Ended December 31,
(In millions)	2019			2018			2017
Sale proceeds, net	$	2,951,445		$	1,275,960		$	1,899,430
Recorded investment in loans and leases sold, including accrued interest	2,888,408			1,238,018			1,837,500
Loss on transfer of loans to held-for-sale, interest-only strips at initial value and other	(36,729		)	(4,247		)	(16,612		)
Net gains on sales of loans and leases	$	26,308		$	33,695		$	45,318

During the fourth quarter of 2019, we completed the sale of the Legacy TCF auto finance portfolio of $1.1 billion, which had been included within loans held-for-sale at September 30, 2019, resulting in a $27.5 million loss for the year, included in net gains on sales of loans and leases.

The remaining interest-only strips on the balance sheet related to loan sales were as follows:



	At December 31,
(In thousands)	2019		2018
Interest-only strips	$	12,813	$	16,835

We recorded $62 thousand, $661 thousand and $1.6 million of impairment charges on interest-only strips in 2019, 2018 and 2017, respectively.

105

The Corporation's agreements to sell consumer loans typically contain certain representations, warranties and covenants regarding the loans sold or securitized. These representations, warranties and covenants generally relate to, among other things, the ownership of the loan, the validity, priority and perfection of the lien securing the loan, accuracy of information supplied to the buyer or investor, the loan's compliance with the criteria set forth in the agreement, the manner in which the loans will be serviced, payment delinquency and compliance with applicable laws and regulations. These agreements generally require the repurchase of loans or indemnification in the event we breach these representations, warranties or covenants and such breaches are not cured. In addition, some agreements contain a requirement to repurchase loans as a result of early payoffs by the borrower, early payment default of the borrower or the failure to obtain valid title. Losses related to repurchases pursuant to such representations, warranties and covenants were immaterial for 2019, 2018 and 2017.

Note 8. Allowance for Loan and Lease Losses and Credit Quality

The rollforwards of the allowance for loan and lease losses were as follows:



	At or For the Year Ended December 31, 2019
(In thousands)	Consumer Loan Portfolio			Commercial Loan and Lease Portfolio			Total Loans and Leases
Balance, beginning of period	$	80,017		$	77,429		$	157,446
Charge-offs	(50,480		)	(47,455		)	(97,935		)
Recoveries	23,653			6,731			30,384
Net (charge-offs) recoveries	(26,827		)	(40,724		)	(67,551		)
Provision for credit losses	17,492			47,790			65,282
Other⁽¹⁾	(42,110		)	(15		)	(42,125		)
Balance, end of period	$	28,572		$	84,480		$	113,052

	At or For the Year Ended December 31, 2018
(In thousands)	Consumer Loan Portfolio			Commercial Loan and Lease Portfolio			Total Loans and Leases
Balance, beginning of period	$	98,085		$	72,956		$	171,041
Charge-offs	(64,520		)	(20,208		)	(84,728		)
Recoveries	26,487			3,216			29,703
Net (charge-offs) recoveries	(38,033		)	(16,992		)	(55,025		)
Provision for credit losses	24,851			21,917			46,768
Other⁽¹⁾	(4,886		)	(452		)	(5,338		)
Balance, end of period	$	80,017		$	77,429		$	157,446

	At or For the Year Ended December 31, 2017
(In thousands)	Consumer Loan Portfolio			Commercial Loan and Lease Portfolio			Total Loans and Leases
Balance, beginning of period	$	92,292		$	67,977		$	160,269
Charge-offs	(59,831		)	(19,261		)	(79,092		)
Recoveries	30,916			3,736			34,652
Net (charge-offs) recoveries	(28,915		)	(15,525		)	(44,440		)
Provision for credit losses	47,911			20,532			68,443
Other⁽¹⁾	(13,203		)	(28		)	(13,231		)
Balance, end of period	$	98,085		$	72,956		$	171,041


(1)	Primarily includes the transfer of the allowance for loan and lease losses to loans and leases held-for-sale.

106

The allowance for loan and lease losses and loans and leases outstanding by type of allowance methodology were as follows:



	At December 31, 2019
(In thousands)	Consumer Loan Portfolio		Commercial Loan and Lease Portfolio		Total Loans and Leases
Allowance for loan and lease losses:
Collectively evaluated for impairment	$	26,430	$	75,756	$	102,186
Individually evaluated for impairment	1,468		5,769		7,237
Loans acquired with deteriorated credit quality	674		2,955		3,629
Total	$	28,572	$	84,480	$	113,052
Loans and leases outstanding:
Collectively evaluated for impairment	$	11,087,534	$	22,986,607	$	34,074,141
Individually evaluated for impairment	60,694		115,843		176,537
Loans acquired with deteriorated credit quality	72,895		173,891		246,786
Total	$	11,221,123	$	23,276,341	$	34,497,464



	At December 31, 2018
(In thousands)	Consumer Loan Portfolio		Commercial Loan and Lease Portfolio		Total Loans and Leases
Allowance for loan and lease losses:
Collectively evaluated for impairment	$	57,113	$	68,140	$	125,253
Individually evaluated for impairment	22,904		9,289		32,193
Total	$	80,017	$	77,429	$	157,446
Loans and leases outstanding:
Collectively evaluated for impairment	$	7,285,753	$	11,587,372	$	18,873,125
Individually evaluated for impairment	128,159		67,919		196,078
Loans acquired with deteriorated credit quality	—		3,817		3,817
Total	$	7,413,912	$	11,659,108	$	19,073,020

Accruing and Nonaccrual Loans and Leases The Corporation's key credit quality indicator is the receivable's payment performance status, defined as accruing or nonaccruing. Nonaccrual loans and leases are those which management believes have a higher risk of loss. Delinquent balances are determined based on the contractual terms of the loan or lease. Loans and leases that are over 60 days delinquent have a higher potential to become nonaccrual and generally are a leading indicator for future charge-off trends. The Corporation's accruing and nonaccrual loans and leases were as follows:



	At December 31, 2019
(In thousands)	Current		30-89 Days Delinquent and Accruing		90 Days or More Delinquent and Accruing		Total Accruing		Nonaccrual		Total
Commercial loan and lease portfolio:
Commercial and industrial	$	11,283,832	$	29,780	$	331	$	11,313,943	$	53,812	$	11,367,755
Commercial real estate	8,993,360		10,291		1,440		9,005,091		29,735		9,034,826
Lease financing	2,662,354		24,657		1,901		2,688,912		10,957		2,699,869
Total commercial loan and lease portfolio	22,939,546		64,728		3,672		23,007,946		94,504		23,102,450
Consumer loan portfolio:
Residential mortgage	6,056,817		17,245		559		6,074,621		38,577		6,113,198
Consumer installment	1,536,714		4,292		108		1,541,114		714		1,541,828
Home equity	3,434,771		22,568		—		3,457,339		35,863		3,493,202
Total consumer loan portfolio	11,028,302		44,105		667		11,073,074		75,154		11,148,228
PCI loans⁽¹⁾	217,206		3,843		25,737		246,786		$	—	246,786
Total	$	34,185,054	$	112,676	$	30,076	$	34,327,806	$	169,658	$	34,497,464


(1)	PCI loans that are not performing in accordance with contractual terms are not reported as nonaccrual because these loans were recorded at their net realizable value based on the principal and interest TCF expects to collect on these loans.

107



	At December 31, 2018
(In thousands)	Current		30-89 Days Delinquent and Accruing		90 Days or More Delinquent and Accruing		Total Accruing		Nonaccrual		Total
Commercial loan and lease portfolio:
Commercial and industrial	$	6,253,949	$	13,653	$	760	$	6,268,362	$	26,061	$	6,294,423
Commercial real estate	2,826,187		—		—		2,826,187		4,518		2,830,705
Lease financing	2,498,811		21,477		1,882		2,522,170		7,993		2,530,163
Total commercial loan and lease portfolio	11,578,947		35,130		2,642		11,616,719		38,572		11,655,291
Consumer loan portfolio:
Residential mortgage	2,291,435		10,014		1,275		2,302,724		33,111		2,335,835
Consumer installment	1,951,302		40,340		3,349		1,994,991		8,581		2,003,572
Home equity	3,042,968		5,883		—		3,048,851		25,654		3,074,505
Total consumer loan portfolio	7,285,705		56,237		4,624		7,346,566		67,346		7,413,912
PCI loans⁽¹⁾	3,639		—		178		3,817		$	—	3,817
Total	$	18,868,291	$	91,367	$	7,444	$	18,967,102	$	105,918	$	19,073,020


(1)	PCI loans that are not performing in accordance with contractual terms are not reported as nonaccrual because these loans were recorded at their net realizable value based on the principal and interest TCF expects to collect on these loans.

In addition to the receivables payment performance status, credit quality is also analyzed using risk categories, which vary based on the size and type of credit risk exposure and additionally measure liquidity, debt capacity, coverage and payment behavior as shown in the borrower's financial statements. The risk categories also measure the quality of the borrower's management and the repayment support offered by any guarantors. Loan and lease credit classifications are derived from standard regulatory rating definitions, which include: pass, special mention, substandard, doubtful and loss. Substandard and doubtful loans and leases have well-defined weaknesses, but may never result in a loss.

The following schedule presents the recorded investment of loans and leases by credit risk categories.



(In thousands)	Pass		Special Mention		Substandard		Total
At December 31, 2019
Commercial loan and lease portfolio:
Commercial and industrial	$	10,930,939	$	315,097	$	193,566	$	11,439,602
Commercial real estate	8,891,361		170,114		75,395		9,136,870
Lease financing	2,646,874		28,091		24,904		2,699,869
Total commercial loan and lease portfolio	22,469,174		513,302		293,865		23,276,341
Consumer loan portfolio:
Residential mortgage	6,135,096		565		44,144		6,179,805
Consumer installment	1,541,524		—		887		1,542,411
Home equity	3,457,292		456		41,159		3,498,907
Total consumer loan portfolio	11,133,912		1,021		86,190		11,221,123
Total loans and leases	$	33,603,086	$	514,323	$	380,055	$	34,497,464
At December 31, 2018
Commercial loan and lease portfolio:
Commercial and industrial	$	6,033,321	$	158,296	$	106,623	$	6,298,240
Commercial real estate	2,792,103		12,864		25,738		2,830,705
Lease financing	2,480,964		25,195		24,004		2,530,163
Total commercial loan and lease portfolio	11,306,388		196,355		156,365		11,659,108
Consumer loan portfolio:
Residential mortgage	2,294,740		3,606		37,489		2,335,835
Consumer installment	1,981,844		1,302		20,426		2,003,572
Home equity	3,043,296		3,747		27,462		3,074,505
Total consumer loan portfolio	7,319,880		8,655		85,377		7,413,912
Total loans and leases	$	18,626,268	$	205,010	$	241,742	$	19,073,020

108

Troubled Debt Restructurings In certain circumstances, the Corporation may consider modifying the terms of a loan for economic or legal reasons related to the customer's financial difficulties. If the Corporation grants a concession, the modified loan is classified as a troubled debt restructuring ("TDR"). TDRs typically involve a deferral of the principal balance of the loan, a reduction of the stated interest rate of the loan or, in certain limited circumstances, a reduction of the principal balance of the loan or the loan's accrued interest. All loans classified as TDR loans are considered to be impaired.

The following table presents the recorded investment of loan modifications first classified as TDRs during the periods presented:



	Year Ended December 31,
	2019				2018				2017
(In thousands)	Pre-modification Investment		Post-modification Investment		Pre-modification Investment		Post-modification Investment		Pre-modification Investment		Post-modification Investment
Commercial loan and lease portfolio:
Commercial and industrial	$	5,347	$	5,347	$	7,253	$	7,253	$	10,266	$	10,241
Commercial real estate	35,997		35,997		5,228		5,228		3,077		3,077
Total commercial loan and lease portfolio	41,344		41,344		12,481		12,481		13,343		13,318
Consumer loan portfolio:
Residential mortgage	6,053		5,912		5,333		5,259		7,666		7,480
Consumer installment	217		183		1,052		1,052		892		892
Home equity	4,144		4,089		2,182		2,181		2,169		2,157
Total consumer loan portfolio	10,414		10,184		8,567		8,492		10,727		10,529
Total	$	51,758	$	51,528	$	21,048	$	20,973	$	24,070	$	23,847

The following table presents TDR loans:



	At December 31, 2019						At December 31, 2018
(In thousands)	Accruing TDR Loans		Nonaccrual TDR Loans		Total TDR Loans		Accruing TDR Loans		Nonaccrual TDR Loans		Total TDR Loans
Commercial loan and lease portfolio	$	12,986	$	5,356	$	18,342	$	12,665	$	6,153	$	18,818
Consumer loan portfolio	12,403		14,875		27,278		85,794		22,554		108,348
Total	$	25,389	$	20,231	$	45,620	$	98,459	$	28,707	$	127,166

Commitments to lend additional funds to borrowers whose terms have been modified in TDRs were $638 thousand at both December 31, 2019 and December 31, 2018.

Loan modifications to troubled borrowers are no longer disclosed as TDR loans in the calendar years after modification if the loans were modified to an interest rate equal to or greater than the yields of new loan originations with comparable risk at the time of restructuring and if the loan is performing based on the restructured terms; however, these loans are still considered impaired and follow the Corporation's impaired loan reserve policies.

109

The following table summarizes the TDR loans that defaulted during the periods presented that were modified during the respective reporting period or within one year of the beginning of the respective reporting period. The Corporation considers a loan to have defaulted when under the modified terms it becomes 90 or more days delinquent, has been transferred to nonaccrual status, has been charged down or has been transferred to other real estate owned or repossessed and returned assets.



	Year Ended December 31,
(In thousands)	2019		2018		2017
Defaulted TDR loan balances modified during the applicable period
Commercial loan and lease portfolio:
Commercial and industrial	$	956	$	4,697	$	555
Total commercial loan and lease portfolio	956		4,697		555
Consumer loan portfolio:
Residential mortgage	1,325		3,258		2,819
Consumer installment	1,555		1,436		1,169
Home equity	401		558		841
Total consumer loan portfolio	3,281		5,252		4,829
Defaulted TDR loan balances	$	4,237	$	9,949	$	5,384

Impaired Loans and Leases Effective January 1, 2019, in conjunction with the adoption of ASU No. 2016-02, Leases (Topic 842) and related ASUs, the Corporation considers impaired loans and leases to include nonaccrual commercial loans and leases, as well as all commercial and consumer TDR loans. Previously, the Corporation did not include impaired leases within the following tables. For purposes of this disclosure, PCI loans have been excluded. In the following table, the balance of impaired loans and leases represents the amount recorded within loans and leases on the Consolidated Statements of Financial Condition, whereas the unpaid contractual balance represents the balances legally owed by the borrowers.

110

Information on impaired loans and leases at December 31, 2019 and information on impaired loans at December 31, 2018 was as follows:



	At December 31, 2019						At December 31, 2018
(In thousands)	Unpaid Contractual Balance		Loan and Lease Balance		Related Allowance Recorded		Unpaid Contractual Balance		Loan Balance		Related Allowance Recorded
Impaired loans and leases with an allowance recorded:
Commercial loan and lease portfolio:
Commercial and industrial	$	20,069	$	20,090	$	2,844	$	35,444	$	32,326	$	6,354
Commercial real estate	4,225		3,962		333		4,905		4,474		1,108
Lease financing	10,956		10,956		2,592		—		—		—
Total commercial loan and lease portfolio	35,250		35,008		5,769		40,349		36,800		7,462
Consumer loan portfolio:
Residential mortgage	24,297		22,250		1,030		63,004		60,172		17,216
Consumer installment	—		—		—		919		647		81
Home equity	9,418		8,791		438		27,386		25,836		5,288
Total consumer loan portfolio	33,715		31,041		1,468		91,309		86,655		22,585
Total impaired loans and leases with an allowance recorded	68,965		66,049		7,237		131,658		123,455		30,047
Impaired loans and leases without an allowance recorded:
Commercial loan and lease portfolio:
Commercial and industrial	55,889		39,098		—		2,239		2,237		—
Commercial real estate	69,143		41,737		—		4,275		4,208		—
Total commercial loan and lease portfolio	125,032		80,835		—		6,514		6,445		—
Consumer loan portfolio:
Residential mortgage	31,142		22,594		—		11,636		9,494		—
Consumer installment	2,095		880		—		15,400		10,770		—
Home equity	24,709		6,179		—		10,620		1,429		—
Total consumer loan portfolio	57,946		29,653		—		37,656		21,693		—
Total impaired loans and leases without an allowance recorded	182,978		110,488		—		44,170		28,138		—
Total impaired loans and leases	$	251,943	$	176,537	$	7,237	$	175,828	$	151,593	$	30,047

111

The average balances of impaired loans and leases and interest income recognized on impaired loans and leases for the year ended December 31, 2019 and the average loan balance of impaired loans and interest income recognized on impaired loans for the years ended December 31, 2018 and December 31, 2017 were as follows:



	Year Ended December 31,
	2019				2018				2017
(In thousands)	Average Loan and Lease Balance		Interest Income Recognized		Average Loan Balance		Interest Income Recognized		Average Loan Balance		Interest Income Recognized
Impaired loans and leases with an allowance recorded
Commercial loan and lease portfolio:
Commercial and industrial	$	26,208	$	54	$	29,285	$	282	$	20,260	$	347
Commercial real estate	4,218		172		5,588		—		8,388		16
Lease financing	5,478		153		—		—		—		—
Total commercial loan and lease portfolio	35,904		379		34,873		282		28,648		363
Consumer loan portfolio:
Residential mortgage	41,211		1,942		68,850		1,653		89,247		2,125
Consumer installment	324		1		834		—		3,223		—
Home equity	17,313		849		29,327		1,609		43,932		2,111
Total consumer loan portfolio	58,848		2,792		99,011		3,262		136,402		4,236
Total impaired loans and leases with an allowance recorded	94,752		3,171		133,884		3,544		165,050		4,599
Impaired loans and leases without an allowance recorded
Commercial loan and lease portfolio:
Commercial and industrial	20,667		205		2,527		173		1,971		200
Commercial real estate	22,972		1,209		4,350		231		10,136		709
Total commercial loan and lease portfolio	43,639		1,414		6,877		404		12,107		909
Consumer loan portfolio:
Residential mortgage	16,044		983		9,923		655		11,428		896
Consumer installment	5,825		256		9,284		302		5,103		209
Home equity	3,804		174		1,553		216		1,864		463
Total consumer loan portfolio	25,673		1,413		20,760		1,173		18,395		1,568
Total impaired loans and leases without an allowance recorded	69,312		2,827		27,637		1,577		30,502		2,477
Total impaired loans and leases	$	164,064	$	5,998	$	161,521	$	5,121	$	195,552	$	7,076

Other Real Estate Owned and Repossessed and Returned Assets Other real estate owned, repossessed and returned assets and consumer real estate loans in process of foreclosure were as follows:



	At December 31,
(In thousands)	2019		2018
Other real estate owned	$	34,256	$	17,403
Repossessed and returned assets	8,045		14,574
Consumer real estate loans in process of foreclosure	17,758		15,540

On August 1, 2019, the Corporation acquired $14.6 million of other real estate owned and $338 thousand of repossessed and returned assets in connection with the Merger. Other real estate owned and repossessed and returned assets were written down $7.7 million, $3.4 million and $6.2 million in 2019, 2018 and 2017, respectively.

112

Note 9. Premises and Equipment, Net

Premises and equipment, net were as follows:



	At December 31,
(In thousands)	2019			2018
Land	$	151,332		$	144,754
Office buildings	334,673			268,495
Leasehold improvements	59,141			51,868
Furniture, equipment and computer software	440,678			404,743
Premises and equipment leased under finance leases	3,180			3,180
Subtotal	989,004			873,040
Accumulated depreciation and amortization	(455,866		)	(445,506		)
Premises and equipment, net	$	533,138		$	427,534

Depreciation and amortization expense related to premises and equipment was $75.3 million, $48.6 million and $45.9 million for 2019, 2018 and 2017, respectively.

Note 10. Goodwill and Other Intangible Assets

Goodwill was as follows:



	At December 31,
(In thousands)	2019		2018
Goodwill related to consumer banking segment	$	764,389	$	141,246
Goodwill related to commercial banking segment	535,489		13,511
Goodwill, net	$	1,299,878	$	154,757

The Corporation recorded goodwill in the amount of $1.1 billion related to the merger with Legacy TCF and Chemical completed on August 1, 2019. Goodwill was allocated to the appropriate reporting unit based on the relative fair value of assets acquired and deposits held by the reporting unit. This methodology allocates goodwill in proportion to the assets held by each reporting unit as well as incorporating the value of the funding source provided by the in place deposits. The reporting units aggregate between the Consumer Banking and Commercial Banking segments. See "Note 2. Merger" for further information. There was an impairment charge to goodwill of $73.0 million in 2017 related to the acquisition of Gateway One as a result of the Corporation's decision to discontinue auto finance loan originations effective December 31, 2017. Goodwill related to Gateway One was fully impaired at December 31, 2017. There was no impairment of goodwill in 2019 and 2018.

The following table sets forth the carrying amount and accumulated amortization of intangible assets that are amortizable and arose from business combinations or other acquisitions.



(In thousands)	Core deposit intangibles			Program agreements			Non-compete agreements			Customer relationships			Total
At December 31, 2019
Gross carrying value	$	141,232		$	14,700		$	9,000		$	21,949		$	186,881
Accumulated amortization	(11,016		)	(1,031		)	(5,618		)	(848		)	(18,513		)
Net carrying amount	$	130,216		$	13,669		$	3,382		$	21,101		$	168,368
At December 31, 2018
Gross carrying value	$	3,049		$	14,700		$	9,250		$	600		$	27,599
Accumulated amortization	(2,502		)	(408		)	(3,643		)	(550		)	(7,103		)
Net carrying amount	$	547		$	14,292		$	5,607		$	50		$	20,496

There was no impairment of other intangible assets in 2019 and 2018. There was an impairment charge of $368 thousand in 2017 related to the customer relationships intangible asset attributable to Gateway One as a result of the Corporation's decision to discontinue auto finance loan originations effective December 31, 2017. The Gateway One customer relationships intangible asset was fully impaired at December 31, 2017 and written off in 2018.

113

Amortization expense for intangible assets was $11.7 million, $3.4 million and $2.0 million for 2019, 2018 and 2017, respectively.

The estimated future amortization expense on intangible assets for the next five years is as follows:



(In thousands)	Total
2020	$	21,992
2021	20,136
2022	18,180
2023	16,868
2024	16,161

On August 1, 2019, the Corporation completed the merger with Chemical. As a result, the Corporation recorded $159.5 million in intangible assets consisting of core deposits and customer relationships intangibles. See "Note 2. Merger" for further information.

Note 11. Loan Servicing Rights

Information regarding LSRs was as follows:



	At December 31,
(in thousands)	2019			2018			2017
Balance, beginning of period	$	23		$	25		$	30
Acquired in the Merger	59,567			—			—
New servicing assets created	4,969			7			4
Impairment (charge) recovery	(3,882		)	—			—
Amortization	(4,364		)	(9		)	(9		)
Balance, end of period	$	56,313		$	23		$	25
Valuation allowance, end of period	$	(3,882	)	—			—
Loans serviced for others that have servicing rights capitalized, end of period	$	6,566,892		—			—

Total loan servicing, late fee and other ancillary fee income, included in servicing fee income, related to loans serviced for others that have servicing rights capitalized was $7.0 million for December 31, 2019.

Note 12. Operating Lease Right-of-Use Assets and Liabilities

Operating lease right-of-use assets, included in other assets, were $118.7 million at December 31, 2019. Operating lease liabilities, included in other liabilities, were $138.4 million at December 31, 2019. In connection with the Merger, the Corporation recorded $39.8 million and $41.6 million of operating lease right-of-use assets and operating lease liabilities, respectively. Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities at December 31, 2019 were as follows:



(In thousands)
2020	$	32,819
2021	24,635
2022	19,707
2023	16,943
2024	15,332
Thereafter	43,958
Total undiscounted future minimum operating lease payments	153,394
Discount	(15,001		)
Total operating lease liabilities	$	138,393

114

As of December 31, 2019, the Corporation had approximately $233.6 million in additional leases for real property that have not yet commenced and are excluded from the operating lease liability table above. Of this amount, $231.6 million was related to a lease agreement for the Corporation's new headquarters building in Detroit, Michigan signed on May 31, 2019 by Legacy Chemical, with an organization 50% owned by indirect related parties. The new headquarter lease has a term of 22.5 years commencing January 1, 2022 with renewal options.

The weighted-average discount rate and remaining lease term for operating leases was as follows:



	At December 31, 2019
Weighted-average discount rate	2.67	%
Weighted-average remaining lease term (years)	6.8 years

The components of total lease cost for operating leases, included in occupancy and equipment noninterest expense, were as follows:



(In thousands)	Year Ended December 31, 2019
Lease expense	$	39,724
Short-term and variable lease cost	732
Sublease income	(1,716		)
Total lease cost for operating leases	$	38,740

Supplemental cash flow information related to operating leases was as follows:



(In thousands)	Year Ended December 31, 2019
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	131,305
Cash paid for amounts included in the measurement of lease liabilities - operating	33,231

Note 13. Investments in Qualified Affordable Housing Projects, Federal Historic Projects and New Market Tax Credits

The Corporation invests in qualified affordable housing projects, federal historic projects, and new market tax credits for the purposes of community reinvestment and to obtain tax credits. Return on the Corporation's investment in these projects comes in the form of pass-through tax credits and tax losses. The carrying value of the investments is included in other assets. The Corporation primarily utilizes the proportional amortization method to account for investments in qualified affordable housing projects and the equity method to account for investments in other tax credit projects.

Under the proportional amortization method, the Corporation amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits. The Corporation recognized amortization expense of investments in qualified affordable housing projects of $13.3 million, $9.9 million and $9.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. Amortization expense was offset by tax credits and other tax benefits of $16.6 million, $11.6 million and $12.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Corporation's remaining investment in qualified affordable housing projects accounted for under the proportional amortization method totaled $195.8 million at December 31, 2019 and $90.9 million at December 31, 2018.

Under the equity method, the Corporation's share of the earnings or losses is included in other noninterest expense. The Corporation's remaining investment in federal historic projects, all of which were acquired in the Merger, totaled $43.6 million at December 31, 2019. During the year ended December 31, 2019, $4.6 million of income tax benefit was recognized due to the federal historic tax credits, which was partially offset by amortization expense, inclusive of impairment, of $4.0 million.

The Corporation's unfunded equity contributions relating to investments in qualified affordable housing projects, federal historic projects and new market tax credits are included in other liabilities. The Corporation's remaining unfunded equity contributions totaled $131.3 million at December 31, 2019 and $56.2 million at December 31, 2018.

Management analyzes these investments for potential impairment when events or changes in circumstances indicate that it is more-likely-than-not that the carrying amount of the investment will not be realized. An impairment loss is measured as the amount by which the carrying amount of an investment exceeds its fair value.

115

Note 14. Deposits

Deposits were as follows:



	At December 31,
	2019				2018
(Dollars in thousands)	Amount		Year-to-Date Weighted-average Rate		Amount		Year-to-Date Weighted-average Rate
Checking:
Noninterest bearing	$	7,948,637	—	%	$	3,921,710	—	%
Interest bearing	5,966,178		0.36		2,459,617		0.03
Total checking	13,914,815		0.15		6,381,327		0.01
Savings	8,521,093		0.72		6,122,257		0.36
Money market	4,576,999		1.38		1,609,422		0.75
Certificates of deposit	7,455,556		2.01		4,790,680		1.54
Total deposits	$	34,468,463	0.88	%	$	18,903,686	0.59	%

Excluded from total deposits are account overdrafts which have been classified as loans. At December 31, 2019 and 2018, overdrafts totaled $19.0 million and $9.6 million, respectively.

Scheduled maturities for certificates of deposits, including Certificate of Deposit Account Registry Service ("CDARS") deposits, IRA deposits and brokered deposits at December 31, 2019 were as follows:



(In thousands)
2020	$	6,503,237
2021	504,528
2022	326,592
2023	64,463
2024	46,723
Thereafter	10,013
Total	$	7,455,556

The aggregate amount of certificates of deposit with balances equal to or greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 was $2.2 billion and $782.4 million at December 31, 2019 and 2018, respectively.

Note 15. Borrowings

TCF Bank is a member of the FHLB, which provides short- and long-term funding collateralized by mortgage related assets to its members.

Collateralized deposits include TCF Bank's Repurchase Investment Sweep Agreement product collateralized by mortgage-backed securities, and funds deposited by customers that are collateralized by investment securities owned by TCF Bank, as these deposits are not covered by FDIC insurance.

116

Short-term borrowings (borrowings with an original maturity of less than one year) were as follows:



	At December 31, 2019				At December 31, 2018
(Dollars in thousands)	Amount		Weighted-average Rate		Amount		Weighted-average Rate
FHLB advances	$	2,450,000	1.85	%	$	—	—	%
Collateralized deposits	219,145		0.64		—		—
Total short-term borrowings	$	2,669,145	1.75	%	$	—	—	%

On August 5, 2019, TCF Financial entered into a $50.0 million unsecured 364-day revolving credit facility bearing interest at the then applicable Eurocurrency Rate plus 150 basis points, available to be used, as needed, to fund growth, common stock repurchases or other general corporate purposes. The revolving credit facility contains covenants related to certain thresholds that must be maintained related to various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on levels of indebtedness. TCF Financial had no outstanding balance under the revolving credit facility and was in compliance with all covenants at December 31, 2019.

Long-term borrowings were as follows:



		At December 31, 2019		At December 31, 2018
(Dollars in thousands)	Stated Rate	Amount		At Amount
FHLB advancesdue 2020 to 2025⁽¹⁾⁽²⁾	1.30% - 2.72%	$	1,822,058	$	1,100,000
Subordinated debt:
Subordinated debt obligation due 2022	6.25%	109,338		109,095
Subordinated debt obligation due 2025	4.60%	148,681		148,461
Subordinated debt obligation due 2029	4.13%	148,657		—
Subordinated debt securities due 2032-2035 ⁽³⁾⁽⁴⁾	3.54% - 5.34%	19,021		—
Hedge related adjustment		2,773		(4,165		)
Total subordinated debt obligations		428,470		253,391
Discounted lease rentals due 2020 to 2024	2.64% - 6.50%	100,882		92,976
Finance lease obligation due 2038	3.73%	3,038		3,105
Total long-term borrowings		$	2,354,448	$	1,449,472

(1)Includes the current portion of FHLB advances of $110.0 million at December 31, 2019.

(2)The December 31, 2019 balance includes advances payable of $1.81 billion and purchase accounting premiums of $12.1 million.

(3)The December 31, 2019 balance includes advances payable of $20.6 million and purchase accounting discounts of $1.6 million.

(4)Floating-rate based on three-month LIBOR plus 1.45% - 3.25%.

FHLB Advances As a result of the Merger, the Corporation assumed long-term FHLB advances. These long-term FHLB advances have maturity dates ranging from 2020 to 2025 and carried interest rates ranging from 1.30% to 2.72% at December 31, 2019. FHLB advances are collateralized by residential mortgage and commercial real estate loans.

Subordinated Debt Obligations As a result of the Merger, the Corporation assumed subordinated debt securities totaling $19.0 million. Included in the obligations assumed in the Merger were $5.6 million of obligations due in 2032 with a carrying interest rate based on the three-month LIBOR plus 3.25% and $13.4 million of obligations due in 2034 and 2035 with carrying interest rates based on the three-month LIBOR plus 1.45% to 2.85%.

On July 2, 2019, TCF Bank issued $150.0 million of fixed-to-floating rate subordinated notes (the "2029 Notes") at par. The fixed-to-floating rate subordinated notes, due July 2, 2029, bear an initial interest rate of 4.125% per annum, payable semi-annually in arrears on January 2 and July 2, commencing on January 2, 2020. The 2029 Notes are redeemable at TCF Bank's option beginning on July 2, 2024. Effective July 2, 2024, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR rate plus 237.5 basis points, payable quarterly in arrears on January 2, April 2, July 2 and October 2, commencing on October 2, 2024. TCF Bank incurred issuance costs of $1.5 million that are amortized as interest expense to the call date in 2024 using the effective interest method.

At December 31, 2019, TCF Bank had pledged loans secured by consumer and commercial real estate and FHLB stock with an aggregate carrying value of $10.5 billion. At December 31, 2019, $1.5 billion of the FHLB advances outstanding were prepayable at the Corporation's option.

117

The contractual maturities of long-term borrowings at December 31, 2019 were as follows:



(In thousands)
2020	$	315,100
2021	1,321,934
2022	146,005
2023	26,308
2024	11,003
Thereafter	534,098
Total long-term borrowings	$	2,354,448

Note 16. Income Taxes

Applicable income taxes in the Consolidated Statements of Income were as follows:



(In thousands)	Current			Deferred			Total
Year Ended December 31, 2019:
Federal	$	(8,471	)	$	40,038		$	31,567
State	23,154			(9,564		)	13,590
Foreign	5,148			(64		)	5,084
Total	$	19,831		$	30,410		$	50,241
Year Ended December 31, 2018:
Federal	$	9,424		$	54,858		$	64,282
State	13,251			3,722			16,973
Foreign	4,435			406			4,841
Total	$	27,110		$	58,986		$	86,096
Year Ended December 31, 2017:
Federal	$	14,384		$	(62,913	)	$	(48,529	)
State	237			9,340			9,577
Foreign	5,484			(156		)	5,328
Total	$	20,105		$	(53,729	)	$	(33,624	)

Reconciliations to the Corporation's effective income tax rates from the statutory federal income tax rates were as follows:



	Year Ended December 31,
	2019		2018		2017
Federal income tax rate	21.00	%	21.00	%	35.00	%
Increase (decrease) resulting from:
Tax basis adjustment	(3.30	)	—		—
State income tax, net of federal tax	3.01		3.34		3.92
Tax credit investments	(1.94	)	(0.34	)	(0.89	)
Tax-exempt income	(1.74	)	(1.64	)	(3.86	)
Merger deferred tax reprice	(1.59	)	—		—
State tax settlements, net of federal tax	(1.40	)	—		(1.38	)
Non-controlling interest tax effect	(0.67	)	(0.59	)	(1.45	)
Stock compensation	(0.64	)	(0.64	)	(1.15	)
Tax reform effects, net	—		(0.26	)	(53.29	)
Nondeductible goodwill impairment effect	—		—		10.43
Other, net	1.34		0.56		(1.05	)
Effective income tax rate	14.07	%	21.43	%	(13.72	)%

118

As a result of the Tax Cuts and Jobs Act, enacted on December 22, 2017 ("Tax Reform"), the Corporation recorded a reasonable estimate of a net tax benefit of $130.7 million in its consolidated financial statements for 2017, primarily resulting from the re-measurement of the Corporation's estimated net deferred tax liability. Certain of these amounts were provisional in nature, as all the information necessary to record more precise amounts was not available, prepared or analyzed for 2017. The Corporation recorded an additional net tax benefit of $1.1 million in the second quarter of 2018 for the finalization of the provisional amounts recorded in 2017.

The Corporation considers its undistributed foreign earnings to be reinvested indefinitely. This position is based on management's determination that cash held in the Corporation's foreign jurisdictions is not needed to fund its U.S. operations and that it either has reinvested or has intentions to reinvest these earnings. While management currently intends to indefinitely reinvest all of the Corporation's foreign earnings, should circumstances or tax laws change, the Corporation may need to record additional income tax expense in the period in which such determination or tax law change occurs.

Due to the shift to a worldwide territorial tax regime as part of Tax Reform, future repatriations of foreign earnings are no longer subject to U.S. federal income tax. However, these foreign earnings may be subject to foreign withholding taxes should they be distributed in the form of dividends. As of December 31, 2019, the estimated withholding taxes that could be due on these earnings was $4.7 million.

Reconciliations of the changes in unrecognized tax benefits were as follows:



	At or For the Year Ended December 31,
(In thousands)	2019			2018			2017
Balance, beginning of period	$	5,872		$	4,645		$	4,690
Increases for tax positions related to the current year	444			903			200
Increases for tax positions related to prior years	445			1,438			86
Decreases for tax positions related to prior years	(1,498		)	(970		)	(331		)
Settlements with taxing authorities	(2,479		)	—			—
Decreases related to lapses of applicable statutes of limitation	(89		)	(144		)	—
Balance, end of period	$	2,695		$	5,872		$	4,645

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $2.1 million and $3.7 million at December 31, 2019 and 2018, respectively. The Corporation recognizes increases and decreases for interest and penalties related to unrecognized tax benefits, where applicable, in income tax expense (benefit). The Corporation recognized approximately $400 thousand of tax benefit, $100 thousand of tax expense and $600 thousand of tax benefit for 2019, 2018 and 2017, respectively, related to interest and penalties. Interest and penalties of approximately $300 thousand and $700 thousand were accrued at December 31, 2019 and 2018, respectively.

The Corporation's federal income tax returns are open and subject to examination for 2016 and later tax return years. The Corporation's various state income tax returns are generally open for 2015 and later tax return years based on individual state statutes of limitation. The Corporation's various foreign income tax returns are open and subject to examination for 2015 and later tax return years. Changes in the amount of unrecognized tax benefits within the next 12 months from normal expirations of statutes of limitation are not expected to be material.

119

The Corporation's deferred tax assets and deferred tax liabilities were as follows:



	At December 31,
(In thousands)	2019			2018
Deferred tax assets:
Net operating losses and other carryforwards	$	70,820		$	20,591
Acquisition-related fair value adjustments	44,800			—
Stock compensation and deferred compensation plans	42,980			32,686
Allowance for loan and lease losses	25,178			33,546
Nonaccrual interest	6,209			637
Investment securities available-for-sale	—			9,235
Other	5,516			3,787
Deferred tax assets	195,503			100,482
Valuation allowance	(12,840		)	(14,291		)
Total deferred tax assets, net of valuation allowance	182,663			86,191
Deferred tax liabilities:
Lease financing	339,691			297,603
Goodwill and other intangibles	35,031			2,290
Premises and equipment	30,122			40,130
Investment securities available-for-sale	16,760			—
Loan servicing rights	12,989			—
Loan fees and discounts	10,098			17,465
Prepaid expenses	9,508			7,921
Other	7,862			7,319
Total deferred tax liabilities	462,061			372,728
Net deferred tax liabilities	$	279,398		$	286,537

The net operating losses and other carryforwards at December 31, 2019 consisted of federal net operating losses of $23.0 million that expire in 2026 through 2034, state net operating losses of $7.4 million that expire in 2020 through 2039, charitable contribution carryforwards of $3.4 million that expire in 2024, capital loss carryforwards of $200 thousand that expire in 2022, federal credit carryforwards of $19.5 million that expire in 2028 through 2039 and federal credit carryforwards of $5.0 million that do not expire. The valuation allowance against the Corporation’s deferred tax asset at December 31, 2019 consisted of state net operating losses of $12.3 million and capital loss carryforwards of $600 thousand. The valuation allowance at December 31, 2019 and 2018 principally applies to net operating losses and capital loss carryforwards that, in the opinion of management, are more-likely-than-not to expire unutilized. However, to the extent that tax benefits related to these carryforwards are realized in the future, the reduction in the valuation allowance will reduce income tax expense.

Note 17. Revenue from Contracts with Customers

The Corporation earns a variety of revenue, including interest and fees, from customers, as well as revenues from noncustomers. The majority of the Corporation's sources of revenue are included in interest income and noninterest income and are outside of the scope of ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). Other sources of revenue fall within the scope of ASC 606 and are mostly included in noninterest income.

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The Corporation recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time, while others are satisfied over a period of time. Revenue is recognized as the amount of consideration expected to be received in exchange for transferring goods or services to a customer and is segregated based on the nature of product and services offered as part of contractual arrangements. Revenue streams within the scope of ASC 606 are discussed below.

•

Fees and Service Charges on Deposit Accounts Fees and service charges on deposit accounts includes fees and other charges the Corporation receives to provide various services, including but not limited to, service charges on deposit accounts and other fees including account analysis fees, monthly service fees, overdraft services, transferring funds, and accepting and executing stop-payment orders. The Corporation's performance obligation for account analysis fees and monthly service fees are generally satisfied and, therefore, revenue is recognized over the period in which the service is provided. Deposit account related fees are largely transactional based, and therefore, the performance obligation is satisfied and the related revenue is recognized at the point in time when the transaction occurs.

•

Wealth Management Revenue Wealth management revenue includes fee income generated from personal and institutional customers. The Corporation also provides investment management services. Revenue is recognized over the period of time the services are rendered. Wealth management revenue also includes commissions that are earned for placing a brokerage transaction for execution. Revenue is recognized once the transaction is completed and the Corporation is entitled to receive consideration.

•

Card and ATM Revenue Card and ATM revenue includes ATM surcharges and debit card related revenue. ATM surcharges and certain debit card fees are transactional based and, therefore, the performance obligation is satisfied and the related revenue is recognized at the point in time when the transaction occurs. Other debit card fees satisfied over a period of time are recognized over the period in which the service is provided.

•

Other Noninterest Income Other noninterest income includes wire transfer fees, safe deposit box income and check orders. The consideration includes both fixed (e.g., safe deposit box fees) and transaction (i.e., wire-transfer fee and check orders) fees. Fixed fees are recognized over the period of time the service is provided, while transaction fees are recognized when a specific service is rendered to the customer.


•	Net Foreclosed Real Estate and Repossessed Assets Expense Net foreclosed real estate and repossessed assets expense includes net gain or loss on sales of other real estate owned and repossessed assets. Revenue is recognized at the time the sale is complete and the Corporation is entitled to receive consideration, including sales that are seller financed as receipt of all payment is expected.

121

The following tables present total noninterest income segregated between contracts with customers within the scope of ASC 606 and those within the scope of other GAAP topics.



	Year Ended December 31, 2019
	Within the scope of ASC 606								Out of scope of ASC 606		Total
(In thousands)	Consumer Banking			Commercial Banking		Enterprise Services			Out of scope of ASC 606		Total
Noninterest income
Fees and service charges on deposit accounts	$	112,733		$	4,924	$	—		$	10,203	$	127,860
Wealth management revenue	2,204			—		—			8,209		10,413
Card and ATM revenue	81,465			6		—			5,750		87,221
Other noninterest income	241			9,280		14,573			215,944		240,038
Total	$	196,643		$	14,210	$	14,573		$	240,106	$	465,532
Noninterest expense
Net foreclosed real estate and repossessed assets	$	(1,088	)	$	546	$	(18	)	$	14,083	$	13,523



	Year Ended December 31, 2018
	Within the scope of ASC 606							Out of scope of ASC 606		Total
(In thousands)	Consumer Banking		Commercial Banking			Enterprise Services		Out of scope of ASC 606		Total
Noninterest income
Fees and service charges on deposit accounts	$	108,883	$	4,224		$	—	$	135	$	113,242
Card and ATM revenue	78,119		4			—		283		78,406
Other noninterest income	1,363		11,387			21,592		228,407		262,749
Total	$	188,365	$	15,615		$	21,592	$	228,825	$	454,397
Noninterest expense
Net foreclosed real estate and repossessed assets	$	—	$	(246	)	$	—	$	17,296	$	17,050



	December 31, 2017
	Within the scope of ASC 606							Out of scope of ASC 606		Total
(In thousands)	Consumer Banking			Commercial Banking		Enterprise Services		Out of scope of ASC 606		Total
Noninterest income
Fees and service charges on deposit accounts	$	111,222		$	4,176	$	—	$	169	$	115,567
Card and ATM revenue	74,992			4		—		169		75,165
Other noninterest income	(5,766		)	8,188		16,039		226,870		245,331
Total	$	180,448		$	12,368	$	16,039	$	227,208	$	436,063
Noninterest expense
Net foreclosed real estate and repossessed assets	$	—		$	424	$	—	$	17,332	$	17,756

Contract Balances A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity's obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Corporation's noninterest income streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is most often received immediately or shortly after the Corporation satisfies its performance obligation and revenue is recognized. The Corporation does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.

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Note 18. Equity

Preferred Stock Preferred stock was as follows:



	At December 31,
(In thousands)	2019		2018
Series C non-cumulative perpetual preferred stock	$	169,302	$	169,302

Pursuant to the merger agreement, each outstanding share of Legacy TCF 5.70% Series C Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25,000 per share (the "Legacy TCF Preferred Stock") was converted into the right to receive one share of newly created 5.70% Series C Non-Cumulative Perpetual Preferred Stock of TCF, par value $0.01 per share, with a liquidation preference of $25,000 per share (equivalent to $25 per depositary share) (the "New TCF Preferred Stock"), and each depository share representing 1/1000^th of a share of Legacy TCF Preferred Stock was converted into one depositary share representing 1/1000^th of a share of New TCF Preferred Stock. Immediately following the Merger Date, the Corporation had 7,000 shares of New TCF Preferred Stock outstanding and 7,000,000 related depositary shares outstanding. Dividends are payable on the Series C Preferred Stock if, as and when declared by TCF's Board of Directors on a non-cumulative basis on March 1, June 1, September 1 and December 1 of each year. The Series C Preferred Stock may be redeemed at the Corporation's option in whole or in part on December 1, 2022 or on any dividend payment date thereafter.

On March 1, 2018, the Corporation redeemed all 4,000,000 of the outstanding shares of the 6.45% Series B non-cumulative perpetual preferred stock of TCF Financial Corporation, par value $0.01 per share, with a liquidation preference of per share (the "Series B Preferred Stock") for $100.0 million. Deferred stock issuance costs of $3.5 million originally recorded as a reduction to preferred stock upon the issuance of the Series B Preferred Stock were reclassified to retained earnings and resulted in a one-time, non-cash reduction to net income available to common shareholders utilized in the computation of earnings per common share and diluted earnings per common share for 2018. Dividends were payable on the Series B Preferred Stock if, as and when declared by the Corporation's Board of Directors on a non-cumulative basis on March 1, June 1, September 1 and December 1 of each year.

Restricted Retained Earnings Retained earnings at TCF Bank at December 31, 2019 included approximately $170.2 million for which no provision for federal income taxes has been made. This amount represents earnings legally appropriated to thrift bad debt reserves and deducted for federal income tax purposes in prior years and is generally not available for payment of cash dividends or other distributions to shareholders. Future payments or distributions of these appropriated earnings could create a tax liability for the Corporation based on the amount of the distributions and the tax rates in effect at that time.

Treasury Stock and Other Treasury stock and other were as follows:



	At December 31,
(In thousands)	2019		2018
Treasury stock, at cost	$	—	$	222,816
Shares held in trust for deferred compensation plans, at cost	28,037		29,366
Total	$	28,037	$	252,182

The Corporation repurchased $86.3 million of its common stock in the year ended December 31, 2019 pursuant to its share repurchase program. Repurchases of common stock prior to the Merger date were recorded as treasury stock. In connection with the merger, all previously outstanding Legacy TCF treasury stock was eliminated. Subsequent to the merger, repurchases of common stock were retired. The Corporation repurchased $212.9 million and $9.2 million of its common stock for 2018 and 2017, respectively, pursuant to its share repurchase program. These shares were recorded as treasury stock. At December 31, 2019, the Corporation had the authority to repurchase an additional $122.5 million in aggregate value of shares pursuant to its share repurchase program.

The Corporation reissued 347,329 shares of treasury stock at a cost of $12.9 million in 2019 related to grants of restricted stock awards compared to 8,130 shares of treasury stock at a cost of $378 thousand in 2018. There were no reissuances of treasury stock in 2017.

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The cost of TCF common stock held in trust for the deferred compensation plans, including the Directors Deferred Compensation Plans, TCF Financial 2015 Omnibus Incentive Plan and the TCF 401K Supplemental Plan, is reported in a manner similar to treasury stock (that is, changes in fair value are not recognized) with a corresponding deferred compensation obligation reflected in additional paid-in capital. Upon resignation, death, disability or termination of a deferred compensation plan participant or based on other contractual requirements, the shares held in trust are distributed to the respective plan's participant or beneficiary, as applicable. See "Note 20. Share-based Compensation" and "Note 21. Retirement Plans" for further information on deferred compensation plans.

Non-controlling Interest in Subsidiaries TCF has a joint venture with The Toro Company ("Toro") called Red Iron Acceptance, LLC ("Red Iron"). Red Iron provides U.S. distributors and dealers and select Canadian distributors of the Toro^® and Exmark^® branded products with sources of financing. TCF and Toro maintain a 55% and 45% ownership interest, respectively, in Red Iron. As TCF has a controlling financial interest in Red Iron, its financial results are consolidated in TCF's financial statements. Toro's interest is reported as a non-controlling interest within equity.

Note 19. Regulatory Capital Requirements

TCF and TCF Bank are subject to minimum capital requirements administered by the federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by the federal banking regulators that could have a material adverse effect on TCF. In general, TCF Bank may not declare or pay a dividend to TCF Financial in excess of 100% of its net retained earnings for the current year combined with its net retained earnings for the preceding two calendar years, which was $340.8 million at December 31, 2019, without prior approval of the Office of the Comptroller of the Currency (the "OCC"). The OCC also has the authority to prohibit the payment of dividends by a national bank when it determines such payments would constitute an unsafe and unsound banking practice. TCF Bank's ability to make capital distributions in the future may require regulatory approval and may be restricted by its federal banking regulators. TCF Bank's ability to make any such distributions will also depend on its earnings and ability to meet minimum regulatory capital requirements in effect during future periods. In the future, these capital adequacy standards may be higher than existing minimum regulatory capital requirements.

The Basel III capital standards allowed institutions not subject to the advanced approaches requirements to opt out of including components of accumulated other comprehensive income (loss) in common equity Tier 1 capital. TCF and TCF Bank made the one-time permanent election to not include accumulated other comprehensive income (loss) in regulatory capital.

Regulatory capital information for TCF and TCF Bank was as follows:



	TCF						TCF Bank
	At December 31,						At December 31,
(Dollars in thousands)	2019			2018			2019			2018			Well-capitalized Standard		Minimum Capital Requirement⁽¹⁾
Regulatory Capital:
Common equity Tier 1 capital	$	4,050,826		$	2,224,183		$	4,039,191		$	2,282,013
Tier 1 capital	4,236,648			2,408,393			4,059,417			2,300,472
Total capital	4,681,630			2,750,581			4,524,051			2,675,347

Regulatory Capital Ratios:
Common equity Tier 1 capital ratio	10.99		%	10.82		%	10.97		%	11.10		%	6.50	%	4.50	%
Tier 1 risk-based capital ratio	11.49			11.72			11.03			11.19			8.00		6.00
Total risk-based capital ratio	12.70			13.38			12.29			13.01			10.00		8.00
Tier 1 leverage ratio	9.49			10.44			9.10			9.97			5.00		4.00


(1)	Excludes capital conservation buffer of 2.5% and 1.875% at December 31, 2019 and 2018, respectively.

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Note 20. Share-based Compensation

Before the Merger, Chemical and Legacy TCF granted share-based awards under their respective share-based compensation plans, including the Chemical Stock Incentive Plan of 2019 (the "Stock Incentive Plan of 2019”") and the TCF Financial 2015 Omnibus Incentive Plan (the "Legacy TCF Omnibus Incentive Plan"). At December 31, 2019, there were 1,808,804 shares reserved for issuance under the Stock Incentive Plan of 2019 and there were 2,271,524 shares reserved for issuance under the Legacy TCF Omnibus Incentive Plan.

In connection with the Merger, each equity award granted under Legacy TCF’s equity plans, including the Legacy TCF Omnibus Incentive Plan, was legally assumed by the combined company and adjusted so that its holder is entitled to receive a number of shares of TCF Financial's common stock equal to the product of (a) the number of shares of Legacy TCF common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded, as applicable, to the nearest whole share, and otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date) and cash dividend equivalent rights). For any Legacy TCF equity awards that were subject to performance-based vesting at multiple achievement levels, the number of shares of Legacy TCF common stock underlying such award was calculated and fixed as of the Merger Date assuming achievement of the applicable performance conditions at the greater of target level performance or the actual level of achievement of Legacy TCF’s performance results through the latest practicable date before the Merger Date. Such awards converted into service-based vesting awards with the applicable vesting date to be the last day of the original performance period. For purposes of Legacy TCF equity awards for which performance was achievable at a single level, the performance condition was deemed satisfied as of the Merger Date.

In connection with the Merger, all outstanding stock options, performance-based restricted stock units and time-vesting restricted stock units of Chemical (collectively, the "Chemical equity awards") which were outstanding immediately before the Merger Date continue to be awards in respect of TCF Financial common stock following the Merger, subject to the same terms and conditions that were applicable to such awards before the Merger Date, except with respect to performance-based restricted stock units. The performance-based restricted stock units for which performance results had not been measured were measured as of the latest practicable date before the Merger Date and the number of performance-based restricted stock units was fixed at the greater of the target (100%) performance level or actual performance (the “Chemical earned awards”) and such Chemical earned awards will continue to vest based on the executive’s continued service through the end of the applicable performance period.

The fair value of share-based awards is recognized as compensation expense over the requisite service or performance period. Compensation expense for share-based awards was $15.2 million, $16.5 million and $12.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. The excess tax benefit realized from share-based compensation transactions during the years ended December 31, 2019, 2018 and 2017 was a benefit of $2.3 million, $2.6 million and $2.8 million, respectively.

Restricted Stock Units

The Corporation can grant performance-based restricted stock units ("PRSUs") and time-based restricted stock units ("TRSUs") (collectively referred to as "RSUs") under the Stock Incentive Plan of 2019 and the Legacy TCF Omnibus Incentive Plan; provided that, RSUs granted under the Legacy TCF Omnibus Incentive Plan may only be granted to former employees of Legacy TCF. At December 31, 2019, there were no PRSUs outstanding dependent on achieving certain performance target levels and the grantee completing the requisite service period. The TRSUs vest upon satisfaction of a service condition. Upon achievement of the performance target level and/or satisfaction of a service condition, as applicable, the RSUs are converted into shares of TCF Financial's common stock on a one-to-one basis.

125

A summary of the activity for RSUs for the years ended December 31, 2019, 2018 and 2017 is presented below:



	Number of Units		Weighted-average Grant Date Fair Value Per Unit
Outstanding at December 31, 2016	228,867		$	12.86
Outstanding at December 31, 2016 as adjusted for conversion	116,289		25.31
Granted	67,130		37.72
Outstanding at December 31, 2017	360,988		15.17
Outstanding at December 31, 2017 as adjusted for conversion	183,419		29.86
Granted	60,181		43.78
Forfeited/canceled	(10,411	)	28.59
Vested	(26,609	)	28.81
Outstanding at December 31, 2018	406,575		17.33
Outstanding at December 31, 2018 as adjusted for conversion	206,580		34.11
Granted	638,138		41.99
Acquired in the Merger⁽¹⁾	879,779		47.36
Forfeited/canceled	(26,347	)	43.43
Vested	(186,330	)	38.11
Outstanding at December 31, 2019	1,511,820		44.49


(1)	Inclusive of certain Legacy TCF PRSUs which were converted at their maximum payout into 55,022 TRSUs with a weighted-average grant date fair value per unit of $42.06.

Unrecognized compensation expense related to RSUs totaled $42.6 million at December 31, 2019 and is expected to be recognized over the remaining weighted-average period of 2.2 years.

Restricted Stock Awards

The Corporation's restricted stock award transactions were as follows:



	Number of Awards		Weighted-Average Grant Date Fair Value Per Award
Outstanding at December 31, 2016	3,536,175		$	12.81
Outstanding at December 31, 2016 as adjusted for conversion	1,796,678		25.21
Granted	296,404		32.42
Forfeited/canceled	(293,174	)	22.39
Vested	(458,772	)	26.86
Outstanding at December 31, 2017	2,639,663		$	13.65
Outstanding at December 31, 2017 as adjusted for conversion	1,341,136		26.86
Granted	387,909		42.61
Forfeited/canceled	(119,366	)	29.77
Vested	(446,447	)	24.09
Outstanding at December 31, 2018	2,289,446		16.70
Outstanding at December 31, 2018 as adjusted for conversion	1,163,232		32.87
Granted	269,915		40.82
Forfeited/canceled	(136,489	)	34.18
Vested	(408,353	)	34.37
Outstanding at December 31, 2019	888,305		$	40.67

At December 31, 2019, there were no shares of performance-based restricted stock awards outstanding. Unrecognized stock compensation expense for restricted stock awards was $18.5 million at December 31, 2019 with a weighted-average remaining amortization period of 2.4 years.

126

Stock Options

A summary of activity for the Corporation's stock options is presented below:



	Non-Vested Stock Options Outstanding				Stock Options Outstanding
	Number of Options		Weighted-average Exercise Price		Number of Options		Weighted-average Exercise Price
Outstanding at December 31, 2016	—		$	—	404,000		$	15.75
Outstanding at December 31, 2016 as adjusted for conversion	—		—		205,272		31.00
Exercised	—		—		(19,308	)	31.00
Outstanding at December 31, 2017	—		—		366,000		15.75
Outstanding at December 31, 2017 as adjusted for conversion					185,964		31.00
Exercised	—		—		(185,964	)	31.00
Outstanding at December 31, 2018	—		—		—		—
Acquired in the Merger⁽¹⁾	127,906		39.38		520,379		29.48
Exercised	—		—		(25,602	)	30.10
Forfeited/canceled	(5,953	)	32.81		—		—
Expired	—		—		(756	)	32.81
Vested	(1,144	)	46.95		1,144		46.95
Outstanding at December 31, 2019	120,809		$	39.63	495,165		$	29.48
Exercisable/vested at December 31, 2019					495,165		$	29.48

(1) Options acquired in the Merger expire ten years from the date of grant and vest ratably over a five-year period.

The weighted-average remaining contractual term was 3.87 years for all stock options outstanding and 3.25 years for all exercisable stock options at December 31, 2019. The intrinsic value of all outstanding in-the-money stock options and exercisable in-the-money stock options was $10.1 million and $9.0 million, respectively, at December 31, 2019. The aggregate intrinsic values of outstanding and exercisable options at December 31, 2019 were calculated based on the closing market price of TCF Financial's common stock on December 31, 2019 of $46.80 per share less the exercise price. Options with intrinsic values less than zero, or "out-of-the-money" options, are not included in the aggregate intrinsic value reported.

During the year ended December 31, 2019, $771 thousand cash was received from option exercises.

At December 31, 2019, unrecognized compensation expense related to stock options totaled $586 thousand and is expected to be recognized over a remaining weighted average period of 1.7 years.

Note 21. Retirement Plans

The Corporation maintains four Legacy TCF employee benefit plans: (i) the TCF 401K Plan (the "TCF 401K"), (ii) the TCF 401K Supplemental Plan (the "Legacy TCF Supplemental Plan"), (iii) the TCF Cash Balance Pension Plan (the "Legacy TCF Pension Plan"), a defined benefit pension plan, and (iv) the TCF Postretirement Plan (the "Legacy TCF Postretirement Plan"). Effective November 1, 2019, the Legacy TCF Pension Plan has been terminated.

The Corporation also maintains the Chemical employee benefit plans that existed before the Merger: (i) the Chemical Financial Corporation Nonqualified Postretirement Benefit Plan (the "Chemical Postretirement Benefit Plan"), and (ii) the Chemical Financial Corporation 401k Savings Plan (the "Chemical 401k"). In addition, Chemical has a pension plan, the Chemical Pension Plan (together with TCF Pension Plan, defined as the "Pension Plans"), which is a defined benefit pension plan, that was terminated effective August 31, 2019.

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Qualified Defined Benefit Pension Plans

The Board of Directors of Legacy TCF approved the termination of the Legacy TCF Pension Plan, a qualified defined benefit plan, effective November 1, 2019. The Legacy TCF Pension Plan covered employees who were hired prior to June 30, 2004, were at least 21 years old and had worked 1,000 hours. Effective March 31, 2006, Legacy TCF amended the Legacy TCF Pension Plan to discontinue compensation credits for all participants. Interest credits will continue to be paid until participants' accounts are distributed from the Legacy TCF Pension Plan. The Corporation makes a monthly interest credit to each participant's account. The interest rate used to determine the monthly interest credit is based on the one-year average of the 5-year Treasury Constant Maturity Rate plus 25 basis points, rounded to the nearest quarter point, capped at 12% and determined at the beginning of each year. The weighted-average interest crediting rate was 3.00% and 2.25% for 2019 and 2018, respectively. All participant accounts are 100% vested. At December 31, 2019 the Legacy TCF Pension Plan was remeasured and resulted in the Corporation recording an expense of $2.3 million related to the fair value adjustment. The Legacy TCF Pension Plan was fully funded as of December 31, 2019. The Corporation does not consolidate the assets and liabilities associated with the Legacy TCF Pension Plan.

The termination of the Chemical Pension Plan was approved effective August 31, 2019. The discount rate was adjusted to 3.48% based on the remeasurement of the Chemical Pension Plan required due to the Merger and the termination. At the time of the Merger, as a result of the termination, the Corporation recognized a prepaid asset representing the funded status of the Chemical Pension Plan, net of estimated settlement costs, and the balance previously recorded in accumulated other comprehensive income was eliminated. The purchase accounting adjustment, as a result of the Merger, was reported in goodwill. At December 31, 2019, the Chemical Pension Plan's annual remeasurement resulted in the Corporation recording an expense of $4.0 million related to the fair value adjustment. The Chemical Pension Plan was fully funded as of December 31, 2019.

Nonqualified Postretirement Benefit Plans

The Legacy TCF Postretirement Plan provides health care benefits to eligible retired employees who retired prior to December 31, 2009. Effective January 1, 2000, the Corporation modified the Postretirement Plan for employees not yet eligible for benefits under the Postretirement Plan by eliminating the Corporation subsidy. The provisions for full-time and retired employees then eligible for these benefits were not changed. The Postretirement Plan is not funded.

The Chemical Postretirement Benefit Plan provides medical and dental benefits, upon retirement, to a limited number of active and retired employees. The majority of the retirees are required to make contributions toward the cost of their benefits based on their years of credited service and age at retirement. Covered employees include those who were at least age 50 as of January 1, 2012, that retire at age 60 or older, have at least 25 years of service with Chemical and are participants in the active employee group health insurance plan. Eligible employees may also cover their spouse until age 65 as long as the spouse is not offered health insurance coverage through his or her employer. Employees and their spouses eligible to participate in the Chemical Postretirement Benefit Plan are required to make contributions toward the cost of their benefits upon retirement, with the contribution levels designed to cover the projected overall cost of these benefits over the long-term. Retiree contributions are generally adjusted annually. The accounting for these postretirement benefits anticipates changes in future cost-sharing features such as retiree contributions, deductibles, copayments and coinsurance. The benefits can be amended, modified or terminated by the Corporation at any time.

401(k) Savings Plans

The TCF 401K, a qualified postretirement benefit and employee stock ownership plan, allows participants to make contributions of up to 50% of their covered compensation on a tax-deferred and/or after-tax basis, subject to the annual covered compensation limitation imposed by the Internal Revenue Service ("IRS"). TCF matches the contributions of all participants with TCF common stock at the rate of $1 per dollar for employees with one or more years of service up to a maximum company contribution of 5.0% of the employee's covered compensation per pay period subject to the annual covered compensation limitation imposed by the IRS. Employee contributions vest immediately and matching contributions made subsequent to January 1, 2016 vest immediately. The corporation matching contributions made prior to January 1, 2016 are subject to a graduated vesting schedule based on an employee's years of service with full vesting after five years. Dividends on TCF's common shares held in the 401K reduce retained earnings and the shares are considered outstanding for computing earnings per share.

128

Employees have the opportunity to diversify and invest their account balance, including matching contributions, in various mutual funds or TCF common stock. At December 31, 2019, the fair value of the assets in the TCF 401K totaled $583.0 million and included $194.0 million invested in TCF common stock. Dividends on TCF common shares held in the 401K reduce retained earnings and the shares are considered outstanding for computing earnings per share. The Corporation's matching contributions are expensed when earned. The Corporation's contributions to the TCF 401K were $12.3 million for each of 2019, 2018 and 2017.

The Legacy TCF Supplemental Plan, a nonqualified plan, allows certain employees to contribute up to 50% of their salary and bonus. The Corporation's matching contributions to this plan totaled $1.2 million, $1.3 million and $1.2 million for 2019, 2018 and 2017, respectively. The Corporation made no other contributions to this plan, other than payment of administrative expenses. The amounts deferred under this plan are invested in TCF common stock or mutual funds. At December 31, 2019 and 2018, the fair value of the assets in the plan totaled $69.7 million and $51.7 million, respectively, and included $27.6 million and $23.0 million, respectively, invested in TCF common stock. The plan's assets invested in TCF common stock are held in trust and included in treasury stock and other. See "Note 18. Equity" for further information on treasury stock and other.

The Chemical 401K, a qualified postretirement benefit plan, is available to all former Chemical employees that continue to be employed following the Merger Date, and provides tax-deferred salary deductions and alternative investment options. The Corporation provides a safe harbor matching contribution of the participant's elective deferrals up to a maximum of 6.0% of eligible compensation up to the maximum amount imposed by the IRS. The Chemical 401K provides the option to invest in TCF common stock. The Corporation's matching contributions are expensed when earned. The Corporation's contributions to the Chemical 401K were $4.1 million for 2019.

As of December 31, 2019, the Chemical 401K is merged with and into the TCF 401K.

Benefit Obligations and Plan Expenses

The measurement of the benefit obligation, prepaid pension asset, pension liability and annual pension expense involves actuarial valuation methods and the use of actuarial and economic assumptions. Due to the long-term nature of the Pension Plans' obligation, actual results may differ significantly from the actuarial-based estimates. Differences between estimates and actual experience are recorded in the year they arise. The Corporation closely monitors all assumptions and updates them annually. The Corporation does not consolidate the assets and liabilities associated with the Pension Plans. The information set forth in the following tables is based on current actuarial reports.

129

The following schedule sets forth the changes in the benefit obligation and plan assets of the Corporation's Plans:



	Pension Plans						Postretirement Benefit Plans
	At or For the Year Ended December 31,
(In thousands)	2019			2018			2019			2018
Benefit obligation:
Benefit obligation, beginning of year	$	28,330		$	31,389		$	3,320		$	3,717
Benefit obligation acquired in Merger	136,587			—			2,271			—
Service cost	—			—			1			—
Interest cost	3,013			983			149			110
Net actuarial loss (gain)	3,831			(630		)	(19		)	(115		)
Benefits paid	(5,785		)	(3,412		)	(446		)	(392		)
Benefit obligations, end of year	165,976			28,330			5,276			3,320
Fair value of plan assets:
Fair value of plan assets, beginning of year	32,844			36,863			—			—
Fair value of plan assets acquired in Merger	141,746			—			—			—
Actual gain (loss) on plan assets	333			(607		)	—			—
Benefits paid	(5,439		)	(3,412		)	(377		)	(392		)
Employer contributions	—			—			377			392
Fair value of plan assets, end of year	169,484			32,844			—			—
Funded status of plan, end of period	$	3,508		$	4,514		$	(5,276	)	$	(3,320	)
Accumulated benefit obligation	$	165,976		$	28,330
Amounts recognized in the Consolidated Statements of Financial Condition:
Prepaid (accrued) benefit cost, end of period	$	3,508		$	4,514		$	(5,276	)	$	(3,320	)
Prior service cost included in accumulated other comprehensive income (loss)	$	—		$	—		$	(101	)	$	(147	)

Weighted-average rate assumptions of the Corporation's Plans follow:



	Legacy TCF Pension Plan						Chemical Pension Plan						Legacy TCF Postretirement Plan						Chemical Postretirement Plan
(In thousands)	2019		2018		2017		2019		2018		2017		2019		2018		2017		2019		2018		2017
Discount rate used in determining benefit obligation -December 31	2.17	%	3.95	%	3.30	%	2.54	%	—	%	—	%	2.70	%	3.85	%	3.15	%	3.14	%	—	%	—	%
Discount rate used in determining expense	3.95		3.30		3.60		3.48		—		—		3.85		3.15		3.40		3.11		—		—
Expected long-term return on Pension Plan Assets	1.75		1.50		1.50		3.48		—		—		—		—		—		—		—		—
Health care cost trend rate assumed for next year	—		—		—		—		—		—		5.45		5.6		5.7		—		—		—
Final health care cost trend rate	—		—		—		—		—		—		4.50		4.5		4.5		—		—		—
Year that final health care trend rate is reached	—		—		—		—		—		—		2038		2038		2038		—		—		—

The discount rates used to determine the projected benefit obligation for the Legacy TCF Pension Plan and Legacy TCF Postretirement Plan were determined by matching estimated benefit cash flows to a yield curve derived from corporate bonds rated AA by either Moody's or Standard and Poor's. Bonds containing call or put provisions were excluded. The average estimated duration of benefit cash flows was 6.18 years for the TCF Pension Plan. The discount rate used to determine the projected benefit obligation for the Chemical Pension Plan was determined by equating the present value of the projected benefit payments of the Chemical Pension Plan on an ongoing basis as of December 31, 2019, to the Plan's projected plan termination liability as of December 31, 2019. The discount rate used to determine the projected benefit obligation for the Chemical Postretirement Plan was determined by using an independent third party valuation model as of December 31, 2019.

130

The net periodic benefit plan (income) cost included in other noninterest expense for the Corporation's Plans was as follows for the years ended December 31:



	Pension Plans									Postretirement Plans
(In thousands)	2019			2018			2017			2019			2018			2017
Interest cost	$	3,013		$	983		$	1,138		$	149		$	110		$	133
Service cost	—			—			—			1			—			—
Return on plan assets	(333		)	607			(1,174		)	—			—			—
Recognized actuarial (gain) loss	3,831			(630		)	765			(19		)	(115		)	(248		)
Amortization of prior service cost	—			—			—			(46		)	(46		)	(46		)
Net periodic benefit plan (income) cost	$	6,511		$	960		$	729		$	85		$	(51	)	$	(161	)

The Corporation is eligible to contribute up to $10.0 million to the Pension Plans until the 2019 federal income tax return extended due date under various IRS funding methods. The Corporation made no cash contributions to the Legacy TCF Pension Plan or Chemical Pension Plan in 2019, 2018 and 2017, respectively. The Corporation does not expect to be required to contribute to the Pension Plans in 2020.

The Corporation contributed $377 thousand, $392 thousand and $332 thousand to the TCF Postretirement Plan in 2019, 2018 and 2017, respectively and no contributions were made to the Chemical Postretirement Plan in 2019. The Corporation expects to contribute $384 thousand to the Postretirement Plans in 2020. The Corporation currently has no plans to pre-fund the Postretirement Plans in 2020.

The following schedule presents estimated future benefit payments for the next 10 years under the Corporation's Plans for retirees already receiving benefits and future retirees, assuming they retire and begin receiving unreduced benefits as soon as they are eligible:



(In thousands)	Pension Plans		Postretirement Plans
2020	$	168,945	$	623
2021	—		594
2022	—		563
2023	—		518
2024	—		484
2025 - 2029	—		1,866
Total	$	168,945	$	4,648

Pension Plan Assets

TCF's Pension Plan investment policy permits investments in cash, money market mutual funds, direct fixed income securities to include U.S. Treasury securities and U.S. Government-sponsored enterprises, and indirect fixed income investment securities made in fund form (mutual fund or institutional fund) where the fund invests in fixed income securities in investment grade corporate credits, non-investment grade floating-rate bank loans and non-investment grade bonds.

The assets of the Chemical Pension Plan were historically invested by the Wealth Management department of Chemical Bank. The Chemical Pension Plan's primary investment objective is long-term growth coupled with income. In consideration of the Pension Plan's fiduciary responsibilities, emphasis is placed on quality investments with sufficient liquidity to meet benefit payments and plan expenses, as well as providing the flexibility to manage the investments to accommodate current economic and financial market conditions. To meet the Chemical Pension Plan's long-term objective within the constraints of prudent management, target ranges have been set for the three primary asset classes: an equity securities range from 40.0% to 70.0%, a debt securities range from 20.0% to 60.0%, and a cash and cash equivalents and other range from 0.0% to 10.0%. Modest asset positions outside of these targeted ranges may occur due to the repositioning of assets within industries or other activity in the financial markets. Equity securities are primarily comprised of both individual securities and equity-based mutual funds, invested in either domestic or international markets. The stocks are diversified among the major economic sectors of the market and are selected based on balance sheet strength, expected earnings growth, the management team and position within their industries, among other characteristics. Debt securities are comprised of U.S. dollar denominated bonds issued by the U.S. Treasury, U.S. government agencies and investment grade bonds issued by corporations. The notes and bonds purchased are primarily rated "A" or better by the major bond rating companies from diverse industries.

131

The Pension Plans' assets are measured at fair value on a recurring basis and grouped in three levels, based on the markets in which the assets are traded and the degree and reliability of estimates and assumptions used to determine fair value. Mutual funds, U.S. Treasury Bills, equity securities and interest-bearing cash are categorized as Level 1. The fair value of Level 1 assets is based on quotes from independent asset pricing services based on active markets. Mortgage-backed securities and U.S. Treasury and government sponsored agency bonds and notes are categorized as Level 2. The fair value of level 2 assets is based on prices obtained from independent pricing sources that are based on observable transactions of similar instruments, but not quoted markets. At December 31, 2019 and 2018, there were no assets categorized as Level 3. The fair value of the collective investment fund is based on the net asset value ("NAV") of units as a practical expedient, and therefore the asset is not classified in the fair value hierarchy.

The following schedule sets forth the fair value of the Pension Plans' assets and the level of valuation inputs used to value those assets at December 31, 2019 and 2018.



	At December 31, 2019
(In thousands)	Level 1		Level 2		Level 3		Total
Cash	$	3,579	$	—	$	—	$	3,579
Debt Securities:
U.S. Treasury and government sponsored agency bonds and notes	—		86,952		—		86,952
Mutual funds⁽¹⁾	69,845		—		—		69,845
Corporate bonds	—		6,718		—		6,718
Mortgage-backed securities	—		2,346		—		2,346
Other	775		—		—		775
Total investments at fair value	$	74,199	$	96,016	$	—	$	170,215
	At December 31, 2018
(In thousands)	Level 1		Level 2		Level 3		Total
Cash	$	83	$	—	$	—	$	83
Debt Securities:
Mutual funds⁽¹⁾	21,566		—		—		21,566
U.S. Treasury Bills	2,993		—		—		2,993
Mortgage-backed securities	—		3,399		—		3,399
Collective investment fund (measured at NAV of units as a practical expedient)	—		—		—		4,812
Total investments at fair value	$	24,642	$	3,399	$	—	$	32,853

⁽¹⁾Comprised primarily of money market mutual funds, fixed-income bonds issued by the U.S. Treasury and government sponsored agencies and

bonds of U.S. and foreign issuers from diverse industries.

At December 31, 2019 and 2018, the Pension Plans did not hold any shares of the Corporation's common stock.

Accumulated Other Comprehensive Loss

The following sets forth the changes in accumulated other comprehensive income (loss), before tax, related to the Corporation's Pension Plans and Postretirement Plans during 2019:



	At or For the Year Ended December 31,
	Postretirement Plans
(In thousands)	2019			2018			2017
Accumulated other comprehensive income (loss) before tax, beginning of period	$	(147	)	$	(193	)	$	(239	)
Net actuarial income (loss)
Amortization of prior service credit (recognized in net periodic benefit cost)	46			46			46
Accumulated other comprehensive income (loss) before tax, end of period	$	(101	)	$	(147	)	$	(193	)

132

Note 22. Commitments, Contingent Liabilities and Guarantees

Financial Instruments with Off-Balance Sheet Risk In the normal course of business, the Corporation enters into financial instruments with off-balance sheet risk, primarily to meet the financing needs of its customers. These financial instruments, which are issued or held for purposes other than trading, involve elements of credit and interest-rate risk in excess of the amounts recognized in the Consolidated Statements of Financial Condition.

The Corporation's exposure to credit loss, in the event of nonperformance by the counterparty to the financial instrument is represented by the contractual amount of the commitments. The Corporation uses the same credit policies in making these commitments as it does for making direct loans. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained is based on a credit evaluation of the customer.

Financial instruments with off-balance sheet risk were as follows:



(In thousands)	At December 31, 2019		At December 31, 2018
Commitments to extend credit:
Commercial	$	5,743,072	$	1,280,707
Consumer	2,305,096		1,627,960
Total commitments to extend credit	8,048,168		2,908,667
Standby letters of credit and guarantees on industrial revenue bonds	129,192		20,662
Total	$	8,177,360	$	2,929,329

Commitments to Extend Credit Commitments to extend credit are agreements to lend provided there is no violation of any condition in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a certain amount of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral to secure any funding of these commitments predominantly consists of residential and commercial real estate mortgages.

Standby Letters of Credit and Guarantees on Industrial Revenue Bonds Standby letters of credit and guarantees on industrial revenue bonds are conditional commitments issued by the Corporation guaranteeing the performance of a customer to a third-party. These conditional commitments expire in various years through 2039. The majority of these standby letters of credit are collateralized. Collateral held consists primarily of commercial real estate mortgages. Since the conditions under which the Corporation is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

Contingencies and Guarantees The Corporation has originated and sold certain loans, and additionally acquired the potential liability for those historical originated and sold loans by merged or acquired entities, for which the buyer has limited recourse to the Corporation in the event the loans do not perform as specified in the agreements. The outstanding balance and the maximum potential amount of undiscounted future payments that the Corporation could be required to make in the event of nonperformance by the borrower totaled $6.0 million at December 31, 2019. In the event of nonperformance, the Corporation has rights to the underlying collateral securing the loans. At December 31, 2019, the Corporation had recorded a liability of $100 thousand, in connection with the recourse agreements, in other liabilities.

In addition, the Corporation acquired certain Small Business Administration ("SBA") guaranteed loans in which the guaranteed portion had been sold to a third party investor. In the event these loans default and the SBA guaranty is no longer intact (i.e. an issue found to have occurred during the origination or the liquidation of the loans) the Corporation would be liable to make the loan whole to the third-party investor. The maximum potential amount of undiscounted future payments that the Corporation could be required to make in the event of default by the borrower was $16.7 million at December 31, 2019. In the event of default, the Corporation has rights to the underlying collateral securing the loans. At December 31, 2019, the Corporation had recorded a liability of $891 thousand, in other liabilities.

133

Representations, Warranties and Contractual Liabilities In connection with the Corporation's residential mortgage loan sales, and the historical sales of merged or acquired entities, the Corporation makes certain representations and warranties that the loans meet certain criteria, such as collateral type, underwriting standards and the manner in which the loans will be serviced. The Corporation may be required to repurchase individual loans and/or indemnify the purchaser against losses if the loan fails to meet established criteria. In addition, some agreements contain a requirement to repurchase loans as a result of early payoffs by the borrower, early payment default of the borrower or the failure to obtain valid title. At December 31, 2019 and December 31, 2018 the liability recorded in connection with these representations and warranties was $5.7 million and $1.3 million, respectively, included in other liabilities.

Litigation Contingencies From time to time, the Corporation is a party to legal proceedings arising out of its lending, leasing and deposit operations, including foreclosure proceedings and other collection actions as part of its lending and leasing collections activities. The Corporation may also be subject to regulatory examinations and enforcement actions brought by federal regulators, including the Securities and Exchange Commission, the Federal Reserve, the OCC and the Consumer Financial Protection Bureau ("CFPB") which may impose sanctions on the Corporation for failures related to regulatory compliance. From time to time borrowers and other customers, and employees and former employees have also brought actions against the Corporation, in some cases claiming substantial damages. The Corporation and other financial services companies are subject to the risk of class action litigation. Litigation is often unpredictable and the actual results of litigation cannot be determined and therefore the ultimate resolution of a matter and the possible range of loss associated with certain potential outcomes cannot be established. Based on the current understanding of the Corporation's pending legal proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, would have a material adverse effect on the consolidated financial position, operating results or cash flows of the Corporation.

Note 23. Derivative Instruments

Derivative instruments, recognized at fair value within other assets or accrued expenses and other liabilities on the Consolidated Statements of Financial Condition, were as follows:



	At December 31, 2019
			Fair Value
(In thousands)	Notional Amount⁽¹⁾		Derivative Assets			Derivative Liabilities
Derivatives designated as hedging instruments:
Interest rate contract	$	150,000	$	—		$	168
Forward foreign exchange contracts	177,593		—			3,251
Total derivatives designated as hedging instruments			—			3,419
Derivatives not designated as hedging instruments:
Interest rate contracts	5,095,969		102,893			5,872
Risk participation agreements	316,353		202			354
Forward foreign exchange contracts	262,656		—			3,268
Interest rate lock commitments	158,111		2,772			20
Forward loan sales commitments	174,013		41			289
Power Equity CDs	29,009		734			734
Swap agreement	12,652		—			356
Total derivatives not designated as hedging instruments			106,642			10,893
Total derivatives before netting			106,642			14,312
Netting⁽²⁾			(540		)	(5,109		)
Total derivatives, net			$	106,102		$	9,203


(1)	Notional or contract amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Statements of Financial Condition.


(2)	Includes netting of derivative asset and liability balances and related cash collateral, where counterparty netting agreements are in place.

134



	At December 31, 2018
			Fair Value
(In thousands)	Notional Amount⁽¹⁾		Derivative Assets			Derivative Liabilities
Derivatives designated as hedging instruments:
Interest rate contract	$	150,000	$	393		$	—
Forward foreign exchange contracts	157,271		2,980			—
Total derivatives designated as hedging instruments			3,373			—
Derivatives not designated as hedging instruments:
Interest rate contracts	1,030,198		7,491			3,706
Risk participation agreements	65,251		25			26
Forward foreign exchange contracts	254,274		3,709			13
Interest rate lock commitments	28,007		652			28
Swap agreement	13,020		—			583
Total derivatives not designated as hedging instruments			11,877			4,356
Total derivatives before netting			15,250			4,356
Netting⁽²⁾			(6,982		)	(991		)
Total derivatives, net			$	8,268		$	3,365


(1)	Notional or contract amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Statements of Financial Condition.


(2)	Includes netting of derivative asset and liability balances and related cash collateral, where counterparty netting agreements are in place.

135

Derivative instruments may be subject to master netting arrangements and collateral arrangements and qualify for offset in the Consolidated Statements of Financial Condition. A master netting arrangement with a counterparty creates a right of offset for amounts due to and from that same counterparty that is enforceable in the event of a default or bankruptcy. Derivative instruments subject to master netting arrangements and collateral arrangements are recognized on a net basis in the Consolidated Statements of Financial Condition. The gross amounts recognized, gross amounts offset and net amount presented of derivative instruments were as follows:



	At December 31, 2019
(In thousands)	Gross Amounts Recognized		Gross Amounts Offset⁽¹⁾			Net Amount Presented
Derivative assets
Interest rate contracts	$	102,893	$	(492	)	$	102,401
Risk participation agreements	202		—			202
Forward foreign exchange contracts	—		—			—
Interest rate lock commitments	2,772		(7		)	2,765
Forward loan sales commitments	41		(41		)	—
Power Equity CDs	734		—			734
Total derivative assets	$	106,642	$	(540	)	$	106,102
Derivative liabilities
Interest rate contracts	$	6,040	$	(491	)	$	5,549
Risk participation agreements	354		—			354
Forward foreign exchange contracts	6,519		(4,214		)	2,305
Interest rate lock commitments	20		(7		)	13
Forward loan sales commitments	289		(41		)	248
Power Equity CDs	734		—			734
Swap agreement	356		(356		)	—
Total derivative liabilities	$	14,312	$	(5,109	)	$	9,203



	At December 31, 2018
(In thousands)	Gross Amounts Recognized		Gross Amounts Offset⁽¹⁾			Net Amount Presented
Derivative assets
Interest rate contracts	$	7,884	$	(395	)	$	7,489
Risk participation agreements	25		—			25
Forward foreign exchange contracts	6,689		(6,587		)	102
Interest rate lock commitments	652		—			652
Total derivative assets	$	15,250	$	(6,982	)	$	8,268
Derivative liabilities
Interest rate contracts	$	3,706	$	(395	)	$	3,311
Risk participation agreements	26		—			26
Forward foreign exchange contracts	13		(13		)	—
Interest rate lock commitments	28		—			28
Swap agreement	583		(583		)	—
Total derivative liabilities	$	4,356	$	(991	)	$	3,365


(1)	Includes the amounts with counterparties subject to enforceable master netting arrangements that have been offset in the Consolidated Statements of Financial Condition.

136

Derivatives Designated as Hedging Instruments

Interest rate contract The carrying amount of the hedged subordinated debt, including the cumulative basis adjustment related to the application of fair value hedge accounting, is recorded in long-term borrowings on the Consolidated Statements of Financial Condition and was as follows:



	Carrying Amount of the Hedged Liability				Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of the Hedged Liability
	At December 31,				At December 31,
(In thousands)	2019		2018		2019		2018
Subordinated bank note - 2025	$	151,454	$	144,296	$	2,773	$	(4,165	)

The following table summarizes the effect of fair value hedge accounting on the Consolidated Statements of Income for the years ended December 31, 2019 and 2018.



	Year Ended December 31,
(In thousands)	2019			2018			2017
Statement of income line where the gain (loss) on the fair value hedge was recorded:
Interest expense on borrowings	$	72,072		$	43,144		$	—
Other noninterest income	—			—			23,969
Gain (loss) on interest rate contract (fair value hedge)
Hedged item	$	(6,937	)	$	2,163		$	808
Derivative designated as a hedging instrument	6,986			(2,275		)	(609		)
Net income (expense) recognized on fair value hedge in interest expense on borrowings	49			(112		)	199

Forward Foreign Exchange Contracts The effect of net investment hedges on accumulated other comprehensive income was as follows:



	Year Ended December 31,
(In thousands)	2019			2018		2017
Forward foreign exchange contracts	$	(7,001	)	$	13,762	$	(4,430	)

Derivatives Not Designated as Hedging Instruments Certain other interest rate contracts, forward foreign exchange contracts, interest rate lock commitments and other contracts have not been designated as hedging instruments. The effect of these derivatives on the Consolidated Statements of Income was as follows:



		Year Ended December 31,
(In thousands)	Location of Gain (Loss)	2019			2018			2017
Interest rate contracts⁽¹⁾	Other noninterest income	$	(18,240	)	$	(440	)	$	(230	)
Risk participation agreements	Other noninterest income	123			31			(38		)
Forward foreign exchange contracts	Other noninterest expense	(10,209		)	23,707			(15,748		)
Interest rate lock commitments	Net gains on sales of loans	(573		)	806			(73		)
Forward loan sales commitments	Net gains on sales of loans	(172		)	—			—
Swap agreement	Other noninterest expense	(69		)	(274		)	(311		)
Net gain (loss) recognized		$	(29,140	)	$	23,830		$	(16,400	)


(1)	Included in the year ended December 31, 2019 is a loss of $17.3 million related to the termination of $1.1 billion of interest rate swaps.

The Corporation executes all of its forward foreign exchange contracts in the over-the-counter market with large financial institutions pursuant to International Swaps and Derivatives Association, Inc. agreements. These agreements include credit risk-related features that enhance the creditworthiness of these instruments, as compared with other obligations of the respective counterparty with whom the Corporation has transacted, by requiring that additional collateral be posted under certain circumstances. The amount of collateral required depends on the contract and is determined daily based on market and currency exchange rate conditions.

137

At December 31, 2019 and 2018, credit risk-related contingent features existed on forward foreign exchange contracts with a notional value of $23.1 million and $25.7 million, respectively. In the event the Corporation is rated less than BB- by Standard and Poor's, the contracts could be terminated or the Corporation may be required to provide approximately $462 thousand in additional collateral at both December 31, 2019 and 2018. There were no forward foreign exchange contracts containing credit risk-related features in a liability position at both December 31, 2019 and December 31, 2018.

At December 31, 2019, the Corporation had posted $54.6 million, $4.8 million and $1.3 million of cash collateral related to its interest rate contracts, forward foreign exchange contracts and swap agreement, respectively.

Note 24. Fair Value Measurements

The Corporation uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair values are based on the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investment securities available-for-sale, certain loans held-for-sale, interest-only strips, derivative instruments, forward loan sales commitments and assets and liabilities held in trust for deferred compensation plans are recorded at fair value on a recurring basis. From time to time we may be required to record at fair value other assets on a non-recurring basis, such as certain investment securities held-to-maturity, loans and leases, goodwill, loan servicing rights, other intangible assets, other real estate owned, repossessed and returned assets or the securitization receivable. These non-recurring fair value adjustments typically involve application of lower of cost or fair value accounting or write-downs of individual assets.

The Corporation groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the degree and reliability of estimates and assumptions used to determine fair value. The levels are as follows:


Level 1	Valuations that are based on prices obtained from independent pricing sources for the same instruments traded in active markets.


Level 2	Valuations that are based on prices obtained from independent pricing sources that are based on observable transactions of similar instruments, but not quoted markets.


Level 3	Valuations generated from Corporation model-based techniques that use at least one significant unobservable input. Such unobservable inputs reflect estimates of assumptions that market participants would use in pricing the asset or liability.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Investment Securities Available-for-Sale: The fair value of investment securities available-for-sale, categorized as Level 2, is recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets. Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and comparisons to current market trading activity.

Loans Held-for-Sale: The Corporation has elected the fair value option for certain residential mortgage loans held-for-sale. Accordingly, the fair values of these loans held-for-sale are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, the Corporation categorized as Level 2.

Interest-only Strips: The fair value of interest-only strips, categorized as Level 3, represents the present value of future cash flows expected to be received by the Corporation on certain assets. The Corporation uses available market data, along with its own empirical data and discounted cash flow models, to arrive at the fair value of its interest-only strips. The present value of the estimated expected future cash flows to be received is determined by using discount, loss and prepayment rates that the Corporation believes are commensurate with the risks associated with the cash flows and what a market participant would use. These assumptions are inherently subject to volatility and uncertainty and, as a result, the fair value of the interest-only strips may fluctuate significantly from period to period.

138

Derivative Instruments:

Interest Rate Contracts: The Corporation executes interest rate contracts as described in Note 3. Summary of Significant Accounting Policies. The fair value of these interest rate contracts, categorized as Level 2, is determined using a cash flow model which may consider the forward curve, the discount curve, option volatilities and credit valuation adjustments related to counterparty and/or borrower nonperformance risk.

Risk Participation Agreements: The fair value of risk participation agreements, categorized as Level 2, is determined using a cash flow model which may consider the forward curve, the discount curve, option volatilities and credit valuation adjustments related to counterparty and/or borrower nonperformance risk.

Forward Foreign Exchange Contracts: The Corporation's forward foreign exchange contracts are recorded at fair value using a cash flow model that includes key inputs such as foreign exchange rates and an assessment of the risk of counterparty nonperformance. The risk of counterparty nonperformance is based on external assessments of credit risk. The fair value of these contracts, categorized as Level 2, is based on observable transactions, but not quoted markets.

Interest Rate Lock Commitments: The Corporation's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The interest rate lock commitments are adjusted for expectations of exercise and funding. As the prices are derived from market observable inputs, the Corporation categorized as Level 2.

Power Equity CDs: Power Equity CDs are categorized as Level 2, and determined using quoted prices of underlying stocks, along with other terms and features of the derivate instruments.

Swap Agreement: The Corporation's swap agreement, categorized as Level 3, is related to the sale of the Corporation's Visa Class B stock. The fair value of the swap agreement is based on the estimated exposure related to the Visa covered litigation through a probability analysis of the funding and estimated settlement amounts.

Forward Loan Sales Commitments: The Corporation enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Corporation’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data and therefore categorized as Level 2.

Assets and Liabilities Held in Trust for Deferred Compensation Plans: Assets held in trust for deferred compensation plans include investments in publicly traded securities, excluding TCF Financial common stock reported in treasury stock and other equity, and U.S. Treasury notes. The fair value of these assets, categorized as Level 1, is based on prices obtained from independent asset pricing services based on active markets. The fair value of the liabilities equals the fair value of the assets.

139

The balances of assets and liabilities measured at fair value on a recurring basis were as follows:



	December 31, 2019
(In thousands)	Level 1		Level 2		Level 3		Total
Assets
Investment securities available-for-sale	$	—	$	6,719,568	$	433	$	6,720,001
Loans held-for-sale	—		91,202		—		91,202
Interest-only strips	—		—		12,813		12,813
Derivative assets:⁽¹⁾
Interest rate contracts	—		102,893		—		102,893
Risk participation agreements	—		202		—		202
Interest rate lock commitments	—		2,772		—		2,772
Forward loan sales commitments	—		41		—		41
Power Equity CDs	—		734		—		734
Total derivative assets	—		106,642		—		106,642
Forward loan sales commitments	—		46		—		46
Assets held in trust for deferred compensation plans	43,743		—		—		43,743
Total assets at fair value	$	43,743	$	6,917,458	$	13,246	$	6,974,447
Liabilities
Derivative liabilities:⁽¹⁾
Interest rate contracts	$	—	$	6,040	$	—	$	6,040
Risk participation agreements	—		354		—		354
Forward foreign exchange contracts	—		6,519		—		6,519
Interest rate lock commitments	—		20		—		20
Forward loan sales commitments	—		289		—		289
Power Equity CDs	—		734		—		734
Swap agreement	—		—		356		356
Total derivative liabilities	—		13,956		356		14,312
Liabilities held in trust for deferred compensation plans	43,743		—		—		43,743
Total liabilities at fair value	$	43,743	$	13,956	$	356	$	58,055


(1)	As permitted under GAAP, the Corporation has elected to net derivative assets and derivative liabilities when a legally enforceable master netting agreement exists as well as the related cash collateral received and paid. For purposes of this table, the derivative assets and derivative liabilities are presented gross of this netting adjustment.

140



	December 31, 2018
(In thousands)	Level 1		Level 2		Level 3		Total
Assets
Investment securities available-for-sale	$	—	$	2,470,061	$	4	$	2,470,065
Loans held-for-sale	—		—		18,070		18,070
Interest-only strips	—		—		16,835		16,835
Derivative assets:⁽¹⁾
Interest rate contracts	—		7,884		—		7,884
Risk participation agreements	—		25		—		25
Forward foreign exchange contracts	—		6,689		—		6,689
Interest rate lock commitments	—		—		652		652
Total derivative assets	—		14,598		652		15,250
Forward loan sales commitments	—		—		152		152
Assets held in trust for deferred compensation plans	33,217		—		—		33,217
Total assets at fair value	$	33,217	$	2,484,659	$	35,713	$	2,553,589
Liabilities
Derivative liabilities:⁽¹⁾
Interest rate contracts	$	—	$	3,706	$	—	$	3,706
Risk participation agreements	—		26		—		26
Forward foreign exchange contracts	—		13		—		13
Interest rate lock commitments	—		—		28		28
Swap agreement	—		—		583		583
Total derivative liabilities	—		3,745		611		4,356
Forward loan sales commitments	—		—		178		178
Liabilities held in trust for deferred compensation plans	33,217		—		—		33,217
Total liabilities at fair value	$	33,217	$	3,745	$	789	$	37,751


(1)	As permitted under GAAP, the Corporation has elected to net derivative assets and derivative liabilities when a legally enforceable master netting agreement exists as well as the related cash collateral received and paid. For purposes of this table, the derivative assets and derivative liabilities are presented gross of this netting adjustment.

Management assesses the appropriate classification of financial assets and liabilities within the fair value hierarchy by monitoring the level of available observable market information. Changes in markets or economic conditions, as well as changes to the valuation models, may require the transfer of financial instruments from one fair value level to another. Such transfers, if any, are recorded at the fair values as of the beginning of the quarter in which the transfers occurred.

141

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:



(In thousands)	Investment securities available-for-sale			Loans held-for-sale			Interest-only strips			Interest rate lock commitments			Swap agreement			Forward loan sales commitments
Asset (liability) balance, December 31, 2016	$	18		$	6,498		$	40,152		$	297		$	(619	)	$	361
Total net gains (losses) included in:
Net income	—			129			3,939			(74		)	(310		)	(298		)
Other comprehensive income (loss)	—			—			(452		)	—			—			—
Sales	—			(215,381		)	—			—			—			—
Originations	—			212,509			3,377			—			—			—
Principal paydowns / settlements	(12		)	(399		)	(25,630		)	—			314			—
Asset (liability) balance, December 31, 2017	$	6		$	3,356		$	21,386		$	223		$	(615	)	$	63
Total net gains (losses) included in:
Net income	—			454			2,616			401			(274		)	(89		)
Other comprehensive income (loss)	—			—			1,195			—			—			—
Sales	—			(332,288		)	—			—			—			—
Originations	—			346,560			4,797			—			—			—
Principal paydowns / settlements	(2		)	(12		)	(13,159		)	—			306			—
Asset (liability) balance, December 31, 2018	$	4		$	18,070		$	16,835		$	624		$	(583	)	$	(26	)
Total net gains (losses) included in:
Net income	1			534			2,568			778			(68		)	(119		)
Other comprehensive income (loss)	(21		)	—			(262		)	—			—			—
Acquired	450			—			—			—			—			—
Sales	—			(164,693		)	—			—			—			—
Originations	—			175,304			2,789			—			—			—
Principal paydowns / settlements	(1		)	(4		)	(9,117		)	—			295			—
Transfers out of Level 3⁽¹⁾	—			(29,211		)	—			(1,402		)	—			145
Asset (liability) balance, December 31, 2019	$	433		$	—		$	12,813		$	—		$	(356	)	$	—


(1)	Certain assets (liabilities) previously classified as Level 3 were transferred to Level 2 because current period prices are derived from Level 2 observable market data.

Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis

The following is a discussion of the valuation methodologies used to record assets and liabilities at fair value on a non-recurring basis.

Loans and Leases: Loans and leases for which repayment is expected to be provided solely by the value of the underlying collateral, categorized as Level 3 and recorded at fair value on a non-recurring basis, are valued based on the fair value of that collateral less estimated selling costs. The fair value of the collateral is determined based on internal estimates and/or assessments provided by third-party appraisers and the valuation relies on discount rates ranging from 10.0% to 30.0%. Effective January 1, 2019, in conjunction with the adoption of ASU No. 2016-02, Leases (Topic 842) and the related ASUs, such loans and leases include impaired loans and leases as well as certain delinquent nonaccrual consumer loans. Previously, the Corporation did not include impaired leases.

Loan servicing rights: The fair value of loan servicing rights, categorized as Level 3, is based on a third party valuation model utilizing a discounted cash flow analysis using interest rates and prepayment speed assumptions currently quoted for comparable instruments and a discount rate determined by management. The valuation relies on discount rates ranging from 2.0% to 30.0%. Loan servicing rights are recorded at the lower of cost or fair value.

Other Real Estate Owned: The fair value of other real estate owned, categorized as Level 3, is based on independent appraisals, real estate brokers' price opinions or automated valuation methods, less estimated selling costs. Certain properties require assumptions that are not observable in an active market in the determination of fair value and include discount rates ranging from 8.0% to 30.0%. Assets acquired through foreclosure are initially recorded at the lower of the loan or lease carrying amount or fair value less estimated selling costs at the time of transfer to other real estate owned.

142

Repossessed and Returned Assets: The fair value of repossessed and returned assets, categorized as Level 2 or Level 3 depending on the underlying asset type, is based on available pricing guides, auction results or price opinions, less estimated selling costs. Unobservable inputs used to value repossessed and returned assets categorized as Level 3 include discount rates ranging from 20.0% to 30.0%. Assets acquired through repossession or returned to the Corporation are initially recorded at the lower of carrying amount or fair value less estimated selling costs at the time of transfer to repossessed and returned assets.

The balances of assets measured at fair value on a non-recurring basis were as follows. There were no liabilities measured at fair value on a non-recurring basis at December 31, 2019 and December 31, 2018.



(In thousands)	Level 1		Level 2		Level 3		Total
At December 31, 2019
Loans and leases	$	—	$	—	$	141,199	$	141,199
Loan servicing rights	—		—		56,298		56,298
Other real estate owned	—		—		17,577		17,577
Repossessed and returned assets	—		6,968		—		6,968
Total non-recurring fair value measurements	$	—	$	6,968	$	215,074	$	222,042
At December 31, 2018
Loans	$	—	$	—	$	57,663	$	57,663
Other real estate owned	—		—		9,397		9,397
Repossessed and returned assets	—		4,358		5,165		9,523
Total non-recurring fair value measurements	$	—	$	4,358	$	72,225	$	76,583

Fair Value Option

The Corporation has elected the fair value option for certain residential mortgage loans held-for-sale. This election facilitates the offsetting of changes in fair value of the loans held-for-sale and the derivative financial instruments used to economically hedge them. The difference between the aggregate fair value and aggregate unpaid principal balance of these loans held-for-sale was as follows:



(In thousands)	December 31, 2019		December 31, 2018
Fair value carrying amount	$	91,202	$	18,070
Aggregate unpaid principal amount	88,192		17,517
Fair value carrying amount less aggregate unpaid principal	$	3,010	$	553

Differences between the fair value carrying amount and the aggregate unpaid principal balance include changes in fair value recorded at and subsequent to funding and gains and losses on the related loan commitment prior to funding. No loans recorded under the fair value option were delinquent or on nonaccrual status at December 31, 2019 and December 31, 2018. The net gain from initial measurement of the loans held-for-sale, any subsequent changes in fair value while the loans are outstanding and any actual adjustment to the gains realized upon sales of the loans totaled $27.9 million, $10.0 million and $4.9 million for the years ended December 31, 2019, 2018 and 2017, respectively, and are included in net gains on sales of loans and leases. These amounts exclude the impacts from the interest rate lock commitments and forward loan sales commitments which are also included in net gains on sales of loans and leases.

Disclosures about Fair Value of Financial Instruments

Management discloses the estimated fair value of financial instruments, including assets and liabilities on and off the Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value. These fair value estimates were made at December 31, 2019 and December 31, 2018 based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or a liability could be settled. However, given there is no active market or observable market transactions for many of the financial instruments, the estimates of fair value are subjective in nature, involve uncertainties and include matters of significant judgment. Changes in assumptions could significantly affect the estimated values.

143

The carrying amounts and estimated fair values of the financial instruments, excluding short-term financial assets and liabilities as their carrying amounts approximate fair value and excluding financial instruments recorded at fair value on a recurring basis, were as follows. This information represents only a portion of the Consolidated Statements of Financial Condition and not the estimated value of the Corporation as a whole. Nonfinancial instruments such as the intangible value of the Corporation's branches and core deposits, leasing operations, goodwill, premises and equipment and the future revenues from the Corporation's customers are not reflected in this disclosure. Therefore, this information is of limited use in assessing the value of the Corporation.



	At December 31, 2019
	Carrying		Estimated Fair Value
(In thousands)	Amount		Level 1		Level 2		Level 3		Total
Financial instrument assets
FHLB and FRB stocks	$	442,440	$	—	$	442,440	$	—	$	442,440
Investment securities held-to-maturity	139,445		—		141,168		3,676		144,844
Loans and leases held-for-sale	108,584		—		110,252		2,273		112,525
Net loans⁽¹⁾	31,699,285		—		—		31,804,513		31,804,513
Securitization receivable⁽²⁾	19,689		—		—		19,466		19,466
Deferred fees on commitments to extend credit	19,300		—		19,300		—		19,300
Total financial instrument assets	$	32,428,743	$	—	$	713,160	$	31,829,928	$	32,543,088
Financial instrument liabilities
Certificates of deposits	$	7,455,556	$	—	$	7,460,577	$	—	$	7,460,577
Long-term borrowings	2,354,448		—		2,368,469		—		2,368,469
Deferred fees on standby letters of credit	56		—		56		—		56
Total financial instrument liabilities	$	9,810,060	$	—	$	9,829,102	$	—	$	9,829,102



	At December 31, 2018
	Carrying		Estimated Fair Value
(In thousands)	Amount		Level 1		Level 2		Level 3		Total
Financial instrument assets
FHLB and FRB stocks	$	91,654	$	—	$	91,654	$	—	$	91,654
Investment securities held-to-maturity	148,852		—		146,467		2,800		149,267
Loans held-for-sale	72,594		—		—		74,078		74,078
Net loans⁽¹⁾	16,398,860		—		—		16,399,551		16,399,551
Securitization receivable⁽²⁾	19,432		—		—		19,025		19,025
Deferred fees on commitments to extend credit	18,555		—		18,555		—		18,555
Total financial instrument assets	$	16,749,947	$	—	$	256,676	$	16,495,454	$	16,752,130
Financial instrument liabilities
Certificates of deposits	$	4,790,680	$	—	$	4,820,442	$	—	$	4,820,442
Long-term borrowings	1,449,472		—		1,451,550		—		1,451,550
Deferred fees on standby letters of credit	77		—		77		—		77
Total financial instrument liabilities	$	6,240,229	$	—	$	6,272,069	$	—	$	6,272,069


(1)	Expected credit losses are included in the estimated fair values.


(2)	The Corporation executed an auto finance loan securitization during 2016 with a related receivable representing a cash reserve account posted at the inception of the securitization. The carrying amount is included in other assets.

144

Note 25. Earnings Per Common Share

The computations of basic and diluted earnings per common share were as follows:



	Year Ended December 31,
(Dollars in thousands, except per share data)	2019		2018		2017
Basic Earnings Per Common Share:
Net income attributable to TCF Financial Corporation	$	295,468	$	304,358	$	268,637
Preferred stock dividends	9,975		11,588		19,904
Impact of preferred stock redemption⁽¹⁾	—		3,481		5,779
Net income available to common shareholders	285,493		289,289		242,954
Less: Earnings allocated to participating securities	20		42		42
Earnings allocated to common stock	$	285,473	$	289,247	$	242,912
Weighted-average common shares outstanding used in basic earnings per common share calculation	111,604,094		84,133,983		85,706,054
Basic earnings per common share	$	2.56	$	3.44	$	2.83

Diluted Earnings Per Common Share:
Earnings allocated to common stock	$	285,473	$	289,247	$	242,912
Weighted-average common shares outstanding used in basic earnings per common share calculation	111,604,094		84,133,983		85,706,054
Net dilutive effect of:
Non-participating restricted stock	140,832		—		—
Stock options	73,439		1,184		14,544
Warrants	—		189,519		13,977
Weighted-average common shares outstanding used in diluted earnings per common share calculation	111,818,365		84,324,686		85,734,575
Diluted earnings per common share	$	2.55	$	3.43	$	2.83
Anti-dilutive shares outstanding not included in the computation of diluted earnings per common share
Non-participating restricted stock	1,288,539		1,028,942		1,163,382
Stock options	97,980		—		—


(1)	Amounts represent the deferred stock issuance costs originally recorded in preferred stock that were reclassified to retained earnings.

Note 26. Other Noninterest Expense

Other noninterest expense was as follows:



	Year Ended December 31,
(In thousands)	2019		2018		2017
Outside processing	$	38,151	$	20,574	$	20,473
Loan and lease expense	31,216		13,649		22,149
Advertising and marketing	28,220		28,120		26,927
Professional fees	26,863		21,529		33,070
Card processing and issuance costs	21,235		17,461		18,325
FDIC insurance	18,298		15,056		16,049
CFPB and OCC settlement charge	—		32,000		—
Goodwill impairment	—		—		73,041
Other	139,733		107,097		115,712
Total other noninterest expense	$	303,716	$	255,486	$	325,746

145

Note 27. Reportable Segments

The Corporation's reportable segments are Consumer Banking, Commercial Banking and Enterprise Services. Consumer Banking is comprised of all of the Corporation's consumer-facing businesses and includes retail banking, consumer lending, wealth management and small business banking. Commercial Banking, previously named Wholesale Banking, is comprised of commercial and industrial and commercial real estate banking and lease financing. Enterprise Services is comprised of (i) corporate treasury, which includes the Corporation's investment and borrowing portfolios and management of capital, debt and market risks, (ii) corporate functions, such as information technology, risk and credit management, bank operations, finance, investor relations, corporate development, internal audit, legal and human capital management that provide services to the operating segments, (iii) TCF Financial and (iv) eliminations.

In connection with the Merger, effective August 1, 2019, the Corporation renamed its Wholesale Banking segment to Commercial Banking to align with the way the Corporation is now managed. In addition, activity that was related to small business banking and private banking were moved from the Commercial Banking segment to the Consumer Banking segment. The revised presentation of previously reported segment data has been applied retroactively to all periods presented in these financial statements.

The Corporation evaluates performance and allocates resources based on each reportable segment's net income or loss. The reportable segments follow GAAP as described in Note 1. Basis of Presentation, except for the accounting for intercompany interest income and interest expense, which are eliminated in consolidation and presenting net interest income on a fully tax-equivalent basis. The Corporation generally accounts for inter-segment sales and transfers at cost.

Certain information for each of the reportable segments, including reconciliations of the Corporation's consolidated totals, was as follows:



(In thousands)	Consumer Banking		Commercial Banking		Enterprise Services			Consolidated
At or For the Year Ended December 31, 2019:
Net interest income	$	676,552	$	536,154	$	76,326		$	1,289,032
Provision for credit losses	16,550		48,732		—			65,282
Noninterest income	273,915		198,898		(7,281		)	465,532
Noninterest expense	753,904		383,390		194,821			1,332,115
Income tax expense (benefit)	38,353		50,581		(38,693		)	50,241
Income (loss) after income tax expense (benefit)	141,660		252,349		(87,083		)	306,926
Income attributable to non-controlling interest	—		11,458		—			11,458
Preferred stock dividends	—		—		9,975			9,975
Net income (loss) available to common shareholders	$	141,660	$	240,891	$	(97,058	)	$	285,493
Total assets	$	14,225,928	$	23,610,054	$	8,815,571		$	46,651,553



(In thousands)	Consumer Banking		Commercial Banking		Enterprise Services		Consolidated
At or For the Year Ended December 31, 2018:
Net interest income	$	569,220	$	383,031	$	56,244	$	1,008,495
Provision for credit losses	24,661		22,107		—		46,768
Noninterest income	262,797		190,442		1,158		454,397
Noninterest expense	669,967		308,727		35,706		1,014,400
Income tax expense (benefit)	31,645		52,675		1,776		86,096
Income (loss) after income tax expense (benefit)	105,744		189,964		19,920		315,628
Income attributable to non-controlling interest	—		11,270		—		11,270
Preferred stock dividends	—		—		11,588		11,588
Impact of preferred stock call	—		—		3,481		3,481
Net income (loss) available to common shareholders	$	105,744	$	178,694	$	4,851	$	289,289
Total assets	$	8,344,771	$	12,077,321	$	3,277,520	$	23,699,612

146



(In thousands)	Consumer Banking		Commercial Banking			Enterprise Services			Consolidated
At or For the Year Ended December 31, 2017:
Net interest income (expense)	$	586,290	$	359,844		$	(8,660	)	$	937,474
Provision for credit losses	49,683		18,760			—			68,443
Noninterest income	285,222		150,526			315			436,063
Noninterest expense	748,272		272,888			38,774			1,059,934
Income tax expense (benefit)	49,927		(69,297		)	(14,254		)	(33,624		)
Income (loss) after income tax expense (benefit)	23,630		288,019			(32,865		)	278,784
Income attributable to non-controlling interest	—		10,147			—			10,147
Preferred stock dividends	—		—			19,904			19,904
Impact of preferred stock call	—		—			5,779			5,779
Net income (loss) available to common shareholders	$	23,630	$	277,872		$	(58,548	)	$	242,954
Total assets	$	9,062,862	$	11,402,657		$	2,536,640		$	23,002,159

Note 28. Parent Company Financial Information

TCF Financial's condensed statements of financial condition, income and cash flows were as follows:

Condensed Statements of Financial Condition



	At December 31,
(In thousands)	2019		2018
Assets:
Cash and due from banks	$	157,103	$	91,132
Premises and equipment, net	3,813		78
Deferred tax asset	8,536		2,974
Investment in TCF Bank	5,526,078		2,426,329
Accounts receivable from TCF Bank	25,887		23,780
Other assets	40,961		1,201
Total assets	$	5,762,378	$	2,545,494
Liabilities and Equity:
Long term borrowings	$	19,021	$	—
Accrued expenses and other liabilities	36,342		7,693
Total liabilities	55,363		7,693
Equity	5,707,015		2,537,801
Total liabilities and equity	$	5,762,378	$	2,545,494

147

Condensed Statements of Income



	Year Ended December 31,
(In thousands)	2019			2018			2017
Interest income	$	262		$	200		$	183
Interest expense	484			—			—
Net interest income	(222		)	200			183
Noninterest income:
Dividends from TCF Bank	225,000			431,000			65,000
Management fees	14,001			20,532			15,660
Other	581			426			13
Total noninterest income	239,582			451,958			80,673
Noninterest expense:
Compensation and employee benefits	18,677			20,282			16,233
Occupancy and equipment	470			301			275
Merger-Related expenses	69,944			—			—
Other	5,040			5,682			3,353
Total noninterest expense	94,131			26,265			19,861
Income before income tax benefit and equity in undistributed earnings (loss) of TCF Bank	145,229			425,893			60,995
Income tax benefit	15,513			952			1,575
Income before equity in undistributed earnings (loss) of TCF Bank	160,742			426,845			62,570
Equity in undistributed earnings (loss) of TCF Bank	134,726			(122,487		)	206,067
Net income	295,468			304,358			268,637
Preferred stock dividends	9,975			11,588			19,904
Impact of preferred stock redemption	—			3,481			5,779
Net income available to common shareholders	$	285,493		$	289,289		$	242,954

148

Condensed Statements of Cash Flows



	Year Ended December 31,
(In thousands)	2019			2018			2017
Cash flows from operating activities:
Net income	$	295,468		$	304,358		$	268,637
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in undistributed (earnings) loss of TCF Bank	(134,726		)	122,487			(206,067		)
Share-based compensation expense	28,351			17,824			14,743
Depreciation and amortization	(640		)	4,986			9,110
Provision (benefit) for deferred income taxes	4,893			(583		)	4,690
Net gains (losses) on sales of assets	6			(402		)	—
Net change in other assets	(1,072		)	753			—
Net change in other liabilities	(1,154		)	(374		)	(2,494		)
Other, net	(21,719		)	(7,958		)	(12,645		)
Net cash provided by operating activities	169,407			441,091			75,974
Cash flows from investing activities:
Purchases of premises and equipment and lease equipment	(95		)	(3		)	(23		)
Proceeds from sales of premises and equipment	17			727			—
Net cash acquired in business combination	155,155			—			—
Net cash provided by (used in) investing activities	155,077			724			(23		)
Cash flows from financing activities:
Redemption of Series B preferred stock	—			(100,000		)	—
Net proceeds from public offering of Series C preferred stock	—			—			169,302
Redemption of Series A preferred stock	—			—			(172,500		)
Repurchases of common stock	(86,309		)	(212,929		)	(9,163		)
Common shares sold to TCF employee benefit plans	—			715			23,254
Dividends paid on preferred stock	(9,975		)	(11,588		)	(19,904		)
Dividends paid on common stock	(156,060		)	(99,490		)	(50,617		)
Payments related to tax-withholding upon conversion of share-based awards	(6,198		)	(6,865		)	(5,506		)
Exercise of stock options	29			(997		)	(57		)
Net cash used in financing activities	(258,513		)	(431,154		)	(65,191		)
Net change in cash and due from banks	65,971			10,661			10,760
Cash and due from banks at beginning of period	91,132			80,471			69,711
Cash and due from banks at end of period	$	157,103		$	91,132		$	80,471

TCF Financial's operations are conducted through its banking subsidiary, TCF Bank. As a result, TCF Financial's cash flows and ability to make dividend payments to its preferred and common shareholders depend on the earnings of TCF Bank. The ability of TCF Bank to pay dividends or make other payments to TCF Financial is limited by its obligation to maintain sufficient capital and by other regulatory restrictions on dividends. See "Note 19. Regulatory Capital Requirements" of Notes to Consolidated Financial Statements for further information.

149

Note 29. Accumulated Other Comprehensive Income (Loss)

The components of other comprehensive income (loss), reclassifications from accumulated other comprehensive income (loss) to various financial statement line items and the related tax effects were as follows:



(In thousands)	Before Tax			Tax Effect			Net of Tax
Year Ended December 31, 2019:
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
Net unrealized gains (losses) arising during the period	$	109,403		$	(25,707	)	$	83,696
Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
Total interest income	2,644			(716		)	1,928
Net gains (losses) on investment securities	(1,517		)	369			(1,148		)
Other noninterest expense	(485		)	129			(356		)
Amounts reclassified from accumulated other comprehensive income (loss)	642			(218		)	424
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips	110,045			(25,925		)	84,120
Recognized postretirement prior service cost:
Reclassification of amortization of prior service cost to other noninterest expense	(46		)	13			(33		)
Net unrealized gains (losses) on net investment hedges	(7,001		)	1,815			(5,186		)
Foreign currency translation adjustment⁽¹⁾	8,514			—			8,514
Total other comprehensive income (loss)	$	111,512		$	(24,097	)	$	87,415
Year Ended December 31, 2018:
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
Net unrealized gains (losses) arising during the period	$	(16,373	)	$	4,002		$	(12,371	)
Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
Total interest income	1,066			(335		)	731
Net gains (losses) on investment securities	(127		)	31			(96		)
Other noninterest expense	90			(23		)	67
Amounts reclassified from accumulated other comprehensive income (loss)	1,029			(327		)	702
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips	(15,344		)	3,675			(11,669		)
Recognized postretirement prior service cost:
Reclassification of amortization of prior service cost to other noninterest expense	(46		)	12			(34		)
Net unrealized gains (losses) on net investment hedges	13,762			(3,312		)	10,450
Foreign currency translation adjustment⁽¹⁾	(13,368		)	—			(13,368		)
Total other comprehensive income (loss)	$	(14,996	)	$	375		$	(14,621	)
Year Ended December 31, 2017:
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips:
Net unrealized gains (losses) arising during the period	$	24,244		$	(8,857	)	$	15,387
Reclassification of net (gains) losses from accumulated other comprehensive income (loss) to:
Total interest income	963			572			1,535
Other noninterest expense	(755		)	287			(468		)
Amounts reclassified from accumulated other comprehensive income (loss)	208			859			1,067
Net unrealized gains (losses) on available-for-sale investment securities and interest-only strips	24,452			(7,998		)	16,454
Recognized postretirement prior service cost:
Reclassification of amortization of prior service cost to other noninterest expense	(46		)	17			(29		)
Net unrealized gains (losses) on net investment hedges	(4,430		)	1,684			(2,746		)
Foreign currency translation adjustment⁽¹⁾	4,921			—			4,921
Total other comprehensive income (loss)	$	24,897		$	(6,297	)	$	18,600


(1)	Foreign investments are deemed to be permanent in nature and, therefore, TCF does not provide for taxes on foreign currency translation adjustments.

150

Reclassifications of net (gains) losses from accumulated other comprehensive income (loss) for available-for-sale investment securities and interest-only strips were recorded in the Consolidated Statements of Income in interest income for those investment securities that were previously transferred to held-to-maturity, in net gains on investment securities for sales of available-for-sale investment securities and in other noninterest expense for interest-only strips. During 2014, the Corporation transferred $191.7 million of available-for-sale mortgage-backed investment securities to held-to-maturity. At December 31, 2019 and 2018, the unrealized holding loss on the transferred investment securities retained in accumulated other comprehensive income (loss) totaled $8.4 million and $11.0 million, respectively. These amounts are amortized over the remaining lives of the transferred investment securities. The tax effects of the reclassifications included in the table above were recorded in income tax expense (benefit) in the Consolidated Statements of Income.

The components of accumulated other comprehensive income (loss) were as follows:



(In thousands)	Net Unrealized Gains (Losses) on Available-for-Sale Investment Securities and Interest-only Strips			Net Unrealized Gains (Losses) on Net Investment Hedges			Foreign Currency Translation Adjustment			Recognized Postretirement Prior Service Cost			Total
At or For the Year Ended December 31, 2019:
Balance, beginning of period	$	(28,022	)	$	14,986		$	(20,211	)	$	109		$	(33,138	)
Other comprehensive income (loss)	83,696			(5,186		)	8,514			—			87,024
Amounts reclassified from accumulated other comprehensive income (loss)	424			—			—			(33		)	391
Net other comprehensive income (loss)	84,120			(5,186		)	8,514			(33		)	87,415
Balance, end of period	$	56,098		$	9,800		$	(11,697	)	$	76		$	54,277
At or For the Year Ended December 31, 2018:
Balance, beginning of period	$	(16,353	)	$	4,536		$	(6,843	)	$	143		$	(18,517	)
Other comprehensive income (loss)	(12,371		)	10,450			(13,368		)	—			(15,289		)
Amounts reclassified from accumulated other comprehensive income (loss)	702			—			—			(34		)	668
Net other comprehensive income (loss)	(11,669		)	10,450			(13,368		)	(34		)	(14,621		)
Balance, end of period	$	(28,022	)	$	14,986		$	(20,211	)	$	109		$	(33,138	)
At or For the Year Ended December 31, 2017:
Balance, beginning of period	$	(28,601	)	$	6,493		$	(11,764	)	$	147		$	(33,725	)
Other comprehensive income (loss)	15,387			(2,746		)	4,921			—			17,562
Amounts reclassified from accumulated other comprehensive income (loss)	1,067			—			—			(29		)	1,038
Net other comprehensive income (loss)	16,454			(2,746		)	4,921			(29		)	18,600
Adoption impact of ASU 2018-02	(4,206		)	789			—			25			(3,392		)
Balance, end of period	$	(16,353	)	$	4,536		$	(6,843	)	$	143		$	(18,517	)

151

Note 30. Selected Quarterly Financial Data (Unaudited)



	Quarter Ended
(In thousands, except per share data)	Dec. 31, 2019		Sep. 30, 2019			Jun. 30, 2019		Mar. 31, 2019		Dec. 31, 2018		Sep. 30, 2018		Jun. 30, 2018		Mar. 31, 2018
Net interest income	$	408,753	$	371,793		$	254,057	$	254,429	$	253,153	$	253,502	$	254,751	$	247,089
Provision for credit losses	14,403		27,188			13,569		10,122		18,894		2,270		14,236		11,368
Net interest income after provision for credit losses	394,350		344,605			240,488		244,307		234,259		251,232		240,515		235,721
Noninterest income	158,052		94,258			109,718		103,504		123,868		112,064		110,151		108,314
Noninterest expense	416,571		425,620			236,849		253,075		249,958		246,423		272,039		245,980
Income before income tax expense (benefit)	135,831		13,243			113,357		94,736		108,169		116,873		78,627		98,055
Income tax expense (benefit)	21,375		(11,735		)	19,314		21,287		20,013		28,034		16,418		21,631
Income after income tax expense (benefit)	114,456		24,978			94,043		73,449		88,156		88,839		62,209		76,424
Income attributable to non-controlling interest	2,057		2,830			3,616		2,955		2,504		2,643		3,460		2,663
Net income attributable to TCF Financial Corporation	112,399		22,148			90,427		70,494		85,652		86,196		58,749		73,761
Preferred stock dividends	2,494		2,494			2,494		2,493		2,494		2,494		2,494		4,106
Impact of preferred stock redemption	—		—			—		—		—		—		—		3,481
Net income available to common shareholders	$	109,905	$	19,654		$	87,933	$	68,001	$	83,158	$	83,702	$	56,255	$	66,174
Earnings per common share:
Basic	$	0.72	$	0.15		$	1.07	$	0.83	$	1.00	$	1.00	$	0.67	$	0.77
Diluted	0.72		0.15			1.07		0.83		1.00		1.00		0.67		0.77

152

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures TCF Financial carried out an evaluation, under the supervision and with the participation of TCF Financial's management, including its Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Chief Accounting Officer (Principal Accounting Officer), of the effectiveness of the design and operation of TCF Financial’s disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, management concluded that TCF Financial’s disclosure controls and procedures were effective as of December 31, 2019.

Any system of disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system inherently has limitations and the benefits of controls must be weighed against their costs. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Therefore, no assessment of a cost-effective system of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by TCF Financial in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to TCF Financial's management, including the Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Chief Accounting Officer (Principal Accounting Officer), as appropriate, to allow for timely decisions regarding required disclosure. TCF Financial's disclosure controls also include internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and that transactions are properly recorded and reported.

Changes in Internal Control Over Financial Reporting Management is responsible for establishing and maintaining

adequate internal control over financial reporting for TCF. Internal control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

in accordance with generally accepted accounting principles and that receipts and expenditures of TCF are only being made in accordance with authorizations of management and directors of TCF; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of TCF’s assets that could have a material effect on the financial statements.

The Merger, which was completed on August 1, 2019, had a material impact on the financial position, results of operations and cash flows of the combined company from the date of acquisition through December 31, 2019. We continue to progress in our process of planning for the future integration of our financial systems and assessing the anticipated changes in the internal controls over financial reporting for the combined company. We expect that the integration will be completed in the second half of 2020 and we will disclose material changes in internal control over financial reporting on an on-going basis as they occur.

153

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for TCF Financial Corporation (the "Corporation"). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Corporation are only being made in accordance with authorizations of management and directors of the Corporation; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Corporation's assets that could have a material effect on the financial statements.

Management, with the participation of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), completed an assessment of TCF's internal control over financial reporting as of December 31, 2019. This assessment was based on criteria for evaluating internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in May 2013. Based on this assessment, management concluded that TCF's internal control over financial reporting was effective as of December 31, 2019.

KPMG LLP, the Corporation's independent registered public accounting firm that audited the consolidated financial statements included in this annual report, has issued an unqualified attestation report on the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2019.

Any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system inherently has limitations and the benefits of controls must be weighed against their costs. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Therefore, no assessment of a cost-effective system of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

154

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

TCF Financial Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited TCF Financial Corporation and subsidiaries’ (the Corporation) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Corporation as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated March 2, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Detroit, Michigan

March 2, 2020

155

Item 9B. Other Information

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding our directors and executive officers is set forth in the following sections of our definitive Proxy Statement for the 2020 Annual Meeting of Shareholders ("2020 Proxy") to be held on May 6, 2020 and is incorporated herein by reference: Election of Directors; Background of Executive Officers Who Are Not Directors; and Delinquent Section 16(a) Reports.

Information regarding procedures for nominations of directors is set forth in the following sections of our 2020 Proxy and is incorporated herein by reference: Corporate Governance - Director Nominations; and Additional Information.

Audit Committee and Financial Expert

Information regarding our Audit Committee, its members and financial experts is set forth in the following sections of our 2020 Proxy and is incorporated herein by reference: Election of Directors - Background of the Nominees; Corporate Governance - Board Committees, Committee Memberships, and Meetings in 2019; and Corporate Governance - Audit Committee.

Our Board of Directors is required to determine whether it has at least one Audit Committee Financial Expert and that the expert is independent. An Audit Committee Financial Expert is a committee member who has an understanding of generally accepted accounting principles and financial statements and has the ability to assess the general application of these principles in connection with the accounting for estimates, accruals and reserves. Additionally, this individual should have experience preparing, auditing, analyzing or evaluating financial statements that present the breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements or experience actively supervising one or more persons engaged in such activities. The member should also have an understanding of internal control over financial reporting as well as an understanding of audit committee functions.

The Board has determined that all members of the Audit Committee, including Karen L. Grandstrand, Barbara J. Mahone, Roger J. Sit, Julie H. Sullivan, Jeffery L. Tate, and Franklin C. Wheatlake, are independent and that Directors Sullivan and Tate each meet the requirements of audit committee financial experts. Additional information regarding Ms. Grandstrand, Ms. Mahone, Mr. Sit, Dr. Sullivan, Mr. Tate and Mr. Wheatlake and the other directors is set forth in the section Election of Directors - Background of the Nominees in our 2020 Proxy and is incorporated herein by reference.

Code of Ethics for Senior Financial Management

We have adopted a code of ethics applicable to the Principal Executive Officer ("PEO"), Principal Financial Officer ("PFO") and Principal Accounting Officer ("PAO") (the "Senior Financial Management Code of Ethics") as well as a code of ethics generally applicable to all of our employees (including the PEO, PFO and PAO) and directors (the "Code of Ethics"). The Code of Ethics and the Senior Financial Management Code of Ethics are both available for review on our website at www.tcfbank.com by clicking on "About TCF" and then "Learn More" under the heading "Corporate Governance" and then either "Code of Ethics Policy" or "Code of Ethics for Senior Financial Management". Any changes to either code will be posted on the website and any waivers granted to or violations by the PEO, PFO, PAO or any director of TCF Financial will also be posted on our website. To date, there have been no waivers granted to or violations by the PEO, PFO, PAO or any director of our directors.

Item 11. Executive Compensation

Information regarding compensation of our directors and executive officers is set forth in the following sections of our 2020 Proxy and is incorporated herein by reference: Corporate Governance - Compensation and Pension Committee; Director Compensation; Compensation Discussion and Analysis; Compensation Committee Report; and Executive Compensation.

156

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding ownership of our common stock by our directors, executive officers and certain other shareholders and shares authorized under equity compensation plans is set forth in the following sections of TCF's 2020 Proxy and is incorporated herein by reference: Equity Compensation Plans Approved by Shareholders; and Ownership of TCF Stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding director independence and certain relationships and transactions between TCF and certain related persons is set forth in the section entitled Corporate Governance - Director Independence and Related Person Transactions of our 2020 Proxy and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

Information regarding principal accounting fees and services and the Audit Committee's pre-approval policies and procedures relating to audit and non-audit services provided by our independent registered public accounting firm is set forth in the section entitled Independent Registered Public Accountants in our 2020 Proxy and is incorporated herein by reference.

Part IV

Item 15. Exhibits, Financial Statement Schedules



1. Financial Statements
The following consolidated financial statements of TCF Financial Corporation are filed as part of this report:

Description	Page
Report of Independent Registered Public Accounting Firm	72
Consolidated Statements of Financial Condition at December 31, 2019 and 2018	75
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2019	76
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2019	77
Consolidated Statements of Equity for each of the years in the three-year period ended December 31, 2019	78
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2019	80
Notes to Consolidated Financial Statements	81

2. Financial Statement Schedules
All financial statement schedules have been included in the Consolidated Financial Statements or the Notes thereto, or are either inapplicable or not required.

157

3. Exhibits



Exhibit Number		Description
2(a)		Agreement and Plan of Merger by and between Chemical Financial Corporation and TCF Financial Corporation dated as of January 27, 2019 Previously filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2019. Here incorporated by reference.
3(a)		Restated Articles of Incorporation of the Corporation Previously filed as Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017. Here incorporated by reference.
3(b)		Amendment to the Restated Articles of Incorporation of TCF Financial Corporation, including the Certificate of Designations of 5.70% Series C Non-Cumulative Perpetual Preferred Stock. Previously filed as Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
3(c)		Bylaws of TCF Financial Corporation, as of August 1, 2019. Previously filed as Exhibit 3.3 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
4(a)		Description of Common Stock. Previously filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
4(b)		Long-Term Debt. The registrant has outstanding long-term debt which at the time of this Annual Report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the SEC upon request.
10(a)*		Amending and Restated Chemical Financial Corporation Stock Incentive Plan of 2006. Previously filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 3, 2011. Here incorporated by reference.
10(b)*		Chemical Financial Corporation Stock Incentive Plan of 2012. Previously filed as Appendix A to the registrant's definitive proxy statement for the registrant's 2012 Annual Meeting of Shareholders, filed with the SEC on March 1, 2012. Here incorporated by reference.
10(c)*		Chemical Financial Corporation Stock Incentive Plan of 2015. Previously filed as Appendix C to the registrant's definitive proxy statement for the registrant's 2015 Annual Meeting of Shareholders, filed with the SEC on March 6, 2015. Here incorporated by reference.
10(d)*		Chemical Financial Corporation Stock Incentive Plan of 2017. Previously filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017. Here incorporated by reference.
10(e)*		Chemical Financial Corporation Supplemental Retirement Income Plan. Previously filed as Exhibit 10.5 to the registrant's Registration Statement on Form S-4, filed with the SEC on February 19, 2010. Here incorporated by reference.
10(f)*		Chemical Financial Corporation Deferred Compensation Plan for Directors. Previously filed as Exhibit 10.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 24, 2012. Here incorporated by reference.
10(g)*#		TCF Financial Corporation Deferred Compensation Plan, as amended effective January 1, 2020.
10(h)*		Chemical Financial Corporation Directors' Deferred Stock Plan. Previously filed as Exhibit 10.8 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 26, 2014. Here incorporated by reference.
10(i)*		Chemical Financial Corporation Executive Annual Incentive Plan. Previously filed as Exhibit 10.9 of the registrant's Annual Report on Form 10-K filed with the SEC on February 28, 2018. Here incorporated by reference.
10(j)*		Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Performance-Based Restricted Stock. Previously filed as Exhibit 10.29 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2018. Here incorporated by reference.
10(k)*		Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Time-Vested Restricted Stock. Previously filed as Exhibit 10.30 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2018. Here incorporated by reference
10(l)*		Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Performance-Based Restricted Stock awarded to Executive Leadership. Previously filed as Exhibit 10.29 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
10(m)*		Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Performance-Based Restricted Stock awarded to the Chairman and Chief Executive Officer. Previously filed as Exhibit 10.30 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
10(n)*		Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Time-Based Restricted Stock awarded to Executive Leadership. Previously filed as Exhibit 10.31 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
10(o)*		Form of Restricted Stock Unit Agreement pursuant to the Stock Incentive Plan of 2017 for Time-Based Restricted Stock awarded to the Chairman and Chief Executive Officer. Previously filed as Exhibit 10.32 of the registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019. Here incorporated by reference.
10(p)*		Amended and Restated Employment Agreement dated November 6, 2019, between TCF Financial Corporation and Craig R. Dahl. Previously filed as Exhibit 10(a) of the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, with the SEC on November 12, 2019. Here incorporated by reference.
10(q)*		Retention Agreement between David T. Provost and Chemical Financial Corporation, dated January 27, 2019. Previously filed as Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2019. Here incorporated by reference.
10(r)*		Retention Agreement between Gary Torgow and Chemical Financial Corporation, dated January 27, 2019. Previously filed as Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on January 28, 2019. Here incorporated by reference.
10(s)*		Employment Agreement between J. Brennan Ryan, Chemical Financial Corporation and Chemical Bank, dated July 9, 2018. Previously filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019. Here incorporated by reference.
10(t)*		Letter Agreement dated July 31, 2019 between Chemical Financial Corporation and Brennan Ryan. Previously filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.

158



10(u)*		Amended and Restated Employment Agreement dated July 31, 2019 between Chemical Financial Corporation and Thomas C. Shafer. Previously filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
10(v)*		Employment Agreement between Dennis L. Klaeser, Chemical Financial Corporation and Chemical Bank, dated July 1, 2018. Previously filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on July 3, 2018. Here incorporated by reference.
10(w)*		Letter Agreement dated December 13, 2019 between Dennis L. Klaeser and TCF Financial Corporation. Previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 16, 2019. Here incorporated by reference.
10(x)*		Executive Employment Agreement dated December 13, 2019 by and between TCF Financial Corporation and Brian Maass. Previously filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on December 16, 2019. Here incorporated by reference.
10(y)*		Form of Retention Time-Vesting Restricted Stock Unit Agreement. Previously filed as Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2019. Here incorporated by reference.
10(z)*		Amended and Restated TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(aa)*		Form of Restricted Stock Award Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-1 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(bb)*		Form of Performance-Based Restricted Stock Award Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-2 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(cc)*		Form of Restricted Stock Unit Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-3 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(dd)*		Form of Performance-Based Restricted Stock Unit Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-4 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(ee)*		Form of TCF Financial Corporation Management Incentive Plan - Executive Award. Previously filed as Exhibit 10(a)-6 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(ff)*		Form of Performance-Based Restricted Stock Unit Agreement under the TCF Financial 2015 Omnibus Incentive Plan. Previously filed as Exhibit 10(a)-7 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(gg)*		TCF Financial Incentive Stock Program, as amended and restated April 24, 2013. Previously filed as Exhibit 10(b) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(hh)*		Form of Deferred Restricted Stock Award Agreement as executed by certain executives. Previously filed as Exhibit 10(b)-2 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(ii)*		Form of Performance-Based Restricted Stock Award Agreement as executed by certain executives. Previously filed as Exhibit 10(b)-3 to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(jj)*		TCF Financial Corporation Supplemental Employee Retirement Plan - ESPP Plan as amended and restated through January 24, 2005. Previously filed as Exhibit 10(e) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(kk)*#		TCF 401K Supplemental Plan, as amended effective October 23, 2019.
10(ll)*		Trust Agreement for TCF 401K Plan Supplemental Plan effective November 1, 2017, by and between TCF Financial Corporation and Reliance Trust Company. Previously filed as Exhibit 10(f) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(mm)*#		Form of Deferred Director's Restricted Stock Agreement.
10(nn)*		TCF Financial Corporation TCF Directors Deferred Compensation Plan as amended and restated through January 24, 2005. Previously filed as Exhibit 10(l) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(oo)*#		TCF Financial Corporation Directors Deferred Compensation Plan, adopted effective as of January 6, 2005, as amended and restated October 23, 2019.
10(pp)*		Trust Agreement for TCF Directors Deferred Compensation Plan as amended by amendment adopted April 30, 2001 as amended by amendment adopted October 10, 2001 and as amended by amendments adopted May 3, 2002 and as amended by Third Amendment of TCF Directors Deferred Compensation Trust effective as of June 30, 2003 Previously filed as Exhibit 10(m) to Legacy TCF’s Annual Report on Form 10-K filed with the SEC on February 26, 2019. Here incorporated by reference.
10(qq)*#		TCF 401K Plan, as amended and restated effective January 1, 2020.
10(rr)*#		TCF Employees Omnibus Deferred Compensation Plan
10(ss)*#		Rabbi Trust Agreement for TCF Employees Omnibus Deferred Compensation Plan
10(tt)*#		Summary of Non-Employee Director Compensation
10(uu)*		Lease, dated May 31, 2019, by and between GPC Adams LLC and Chemical Bank. Previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2019. Here incorporated by reference.
21#		Subsidiaries
23.1#		Consent of KPMG
23.2#		Consent of Andrews Hooper Pavlik PLC
31.1#		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2#		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1#		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2#		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

159



99.1#		Chemical Financial Corporation Directors' Deferred Stock Plan Audited Financial Statements and Notes.
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH#		XBRL Taxonomy Extension Schema Document
101.CAL#		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB#		XBRL Taxonomy Extension Label Linkbase Document
101.PRE#		XBRL Taxonomy Extension Presentation Linkbase Document

*These agreements are management contracts or compensation plans or arrangements required to be filed as Exhibits to this Form 10-K.

# Filed herein

160

SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	TCF FINANCIAL CORPORATION


	/s/ Craig R. Dahl
	Craig R. Dahl,
	Chief Executive Officer and President
	(Principal Executive Officer)

Dated: March 2, 2020

161

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Name	Title	Date
/s/ Craig R. Dahl		March 2, 2020
Craig R. Dahl	Chief Executive Officer and President (Principal Executive Officer)
/s/ Dennis L. Klaeser		March 2, 2020
Dennis L. Klaeser	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Kathleen S. Wendt		March 2, 2020
Kathleen S. Wendt	Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ Gary Torgow		March 2, 2020
Gary Torgow	Executive Chairman
/s/ David T. Provost		March 2, 2020
David T. Provost	Executive Vice Chairman
/s/ Peter Bell		March 2, 2020
Peter Bell	Director
/s/ Karen L. Grandstrand		March 2, 2020
Karen L. Grandstrand	Director
/s/ Richard H. King		March 2, 2020
Richard H. King	Director
/s/ Ronald A. Klein		March 2, 2020
Ronald A. Klein	Director
/s/ Barbara J. Mahone		March 2, 2020
Barbara J. Mahone	Director
/s/ Barbara L. McQuade		March 2, 2020
Barbara L. McQuade	Director
/s/ Vance K. Opperman		March 2, 2020
Vance K. Opperman	Lead Director
/s/ Roger J. Sit		March 2, 2020
Roger J. Sit	Director
/s/ Julie H. Sullivan		March 2, 2020
Julie H. Sullivan	Director
/s/ Jeffrey L. Tate		March 2, 2020
Jeffrey L. Tate	Director
/s/ Arthur A. Weiss		March 2, 2020
Arthur A. Weiss	Director
/s/ Franklin C. Wheatlake		March 2, 2020
Franklin C. Wheatlake	Director
/s/ Theresa M. H. Wise		March 2, 2020
Theresa M. H. Wise	Director

162

Exhibit 10(oo)

TCF FINANCIAL CORPORATION

DEFERRED COMPENSATION PLAN

Table of Contents



SECTION 1 - Declaration	1
1.1 Establishment of Plan	1
1.2 Effective Date	1
SECTION 2 - Definitions	2
2.1 Defined Terms	2
2.2 Administrator	2
2.3 Agent for Service of Process	3
2.4 Beneficiary	3
2.5 Change in Control	3
2.6 Compensation	4
2.7 Disability	4
2.8 Employee	4
2.9 Employee	4
2.10 Employer	5
2.11 Flexible Distribution Account	5
2.12 Participant	5
2.13 Persons Acting as a Group	5
2.14 Plan Year	5
2.15 Retirement	5
2.16 Retirement Distribution Accounts	5
2.17 Separation From Service	5
2.18 Severance Compensation	6
2.19 Specified Employee	6
2.20 Spouse	6
2.21 Surviving Spouse	6
2.22 Unforeseeable Emergency	6
2.23 Years of Service	6
SECTION 3 - Participation	7
3.1 Designation as Participant	7
3.2 Termination of Participation	7
3.3 Participation Agreement	7
SECTION 4 - Elective Deferral Credits	7
4.1 Payroll Deductions	7
4.2 Amount Allowed	7
4.3 Prior Irrevocable Election	8
SECTION 4A - Supplemental Contributions	9
SECTION 5 - Accounting; Earnings Credits	9
5.1 Accounting Records	9
5.2 Timing of Credits	10
5.3 Earnings Credits and Debits	10
5.4 Rabbi Trust	10
SECTION 6 - Vesting	11
SECTION 7 - Payment of Benefits	11
7.1 Events of Payment	11



7.2 Form of Payment	12
7.3 Time of Payment	12
7.4 Death	13
SECTION 8 - General Provisions	13
8.1 Amendment and Termination	13
8.2 Employment Relationship	13
8.3 Rights Not Assignable	14
8.4 Unsecured Obligation	14
8.5 Construction; Interpretation	14
8.6 Governing Law	14
8.7 Unfunded Plan	15

TCF FINANCIAL CORPORATION

DEFERRED COMPENSATION PLAN

As Amended and Restated Effective January 1, 2020

SECTION 1

Declaration

1.1 Establishment of Plan

This is the TCF Financial Corporation Deferred Compensation Plan (“plan” or “this plan”), established by TCF Financial Corporation (formerly known as Chemical Financial Corporation, the “Employer”), as a nonqualified plan for a select group of management personnel employed by Employer. This plan is intended to be a plan described in Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This plan is a nonqualified supplemental retirement program that is not subject to limitations in the Internal Revenue Code of 1986, as amended (“Code”), applicable to benefits provided through a qualified, tax-exempt employee benefit plan established under Section 401(a) of the Code. This plan is intended to comply with Section 409A of the Code.

1.2 Effective Date

The “Initial Effective Date” of this plan is September 8, 2006 and the “Restated Effective Date” of this plan is January 1, 2020. In certain cases, a provision of this plan may specify a different effective date and, even if not explicitly stated in this restated plan, certain provisions are effective earlier than the Restated Effective Date as specified in prior Amendments to this plan that are incorporated in this restated plan. Each plan provision applies until the effective date of an amendment of that provision. Except as specifically noted, the plan as restated effective January 1, 2019 applies to elective deferrals under the plan in 2019 and later years. Any elective deferrals prior to January 1, 2019 shall continue to be governed by the plan as it existed immediately prior to the Restated Effective Date, and no provision of this plan shall operate to accelerate, delay, or otherwise modify the previously elected (or operable) time or form of payment of deferrals that were elected prior to the Restated Effective Date or otherwise operate to affect any prior election under the plan in any manner that would cause a violation of Section 409A of the Code.

- 1 -

SECTION 2

Definitions

2.1 Defined Terms

Defined terms are found in the following locations:



	Term	Location

	Administrator	2.2
	Agent for Service of Process	2.3
	Beneficiary	2.4
	Board of Directors	2.9
	Change in Control	2.5
	Code	1.1
	Compensation	2.6
	Designation as Participant	3.1
	Disability Distribution Account	2.7 2.8
	Elective Deferral Credit	4.1
	Elective Deferral Credits Account	5.1
	Employee	2.9
	Employer	2.10
	ERISA	1.1
	Flexible Distribution Account	2.11
	Identification Date	2.17
	Initial Effective Date	1.2
	Participant	2.12
	Participation Agreement	3.3
	Persons Acting as a Group	2.13
	Plan Year	2.14
	Restated Effective Date Retirement	1.2 2.15
	Separation From Service	2.16
	Specified Employee	2.17
	Spouse	2.18
	Surviving Spouse	2.19
	Termination of Participation	3.2
	Trust	5.3
	Unforeseeable Emergency	2.20
	Year of Service	2.21

2.2 Administrator

“Administrator” means Employer.

- 2 -

2.3 Agent for Service of Process

“Agent for Service of Process” means the Administrator or the individual designated by the Administrator to accept service of process on behalf of this plan.

2.4 Beneficiary

“Beneficiary” means the individual, trust, or other entity designated by the Participant to receive any benefits payable under this plan after the Participant’s death. A Participant may designate or change a Beneficiary by filing a signed designation with the Administrator in the form approved by the Administrator. The Participant’s Will is not effective for this purpose. The Administrator may require the written consent of the Participant’s Spouse to the designation of a Beneficiary other than the Participant’s Spouse.

If a designation has not been properly completed and filed with the Administrator or is ineffective for any other reason, the Beneficiary shall be the Participant’s Surviving Spouse. If there is no effective designation and the Participant does not have a Surviving Spouse, the Beneficiary for each date of distribution shall be the first of the following classes with a living member on the date of distribution:

(a) Children. The Participant’s children, including those by adoption, dividing the distribution equally among the Participant’s children with the living descendants of any deceased child taking their parent’s share by right of representation;

(b) Parents. The Participant’s parents, dividing the distribution equally if both parents are living; and

(c) Siblings. The Participant’s brothers and sisters, dividing the distribution equally among the Participant’s living brothers and sisters.

If a deceased Participant has no surviving Beneficiary, the remaining balance, if any, will be paid to the Participant’s estate. For purposes of this plan, “by right of representation” among a Participant’s descendants shall mean that the plan benefits shall be divided into as many equal shares as the Participant has (1) then living descendants in the nearest degree of kinship to the Participant and (2) deceased descendants in the same degree who left descendants who survived the Participant, if any. Each then living descendant in the nearest degree of kinship is allocated one share. The share of each deceased person in the same degree is divided among his or her descendants in the same manner. A posthumous child is considered as living at the death of the child’s parent.

2.5 Change in Control

A “Change in Control” occurs upon:

(a) 50% Stock. The acquisition, by a person or Persons Acting as a Group, of stock of Chemical Financial Corporation that together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of TCF Financial Corporation;

(b) Board of Directors. The majority of members of the Board of Directors of TCF Financial Corporation being replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of TCF Financial Corporation prior to the date of appointment or election; or

(c) Assets. The acquisition, by a person or Persons Acting as a Group, of Employer’s assets that have a total gross fair market value exceeding fifty percent (50%) of the total gross fair market value of Employer’s assets in a single transaction or within a twelve month period ending with the most recent acquisition. For the purpose of this section, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

- 3 -

No event may be a Change in Control as provided in this Section 2.5 unless it is also a change in the ownership or effective control, or a change in the ownership of a substantial portion of the assets, of TCF Financial Corporation within the meaning of the regulations under Section 409A of the Code.

2.6 Compensation

“Compensation” includes “Base Compensation”, “Bonus Compensation” and “Severance Compensation. Base Compensation means the gross salary, wages, and other remuneration paid to a Participant in a Plan Year for personal services performed for the Employer that are subject to income tax withholding under Code Section 3401(a) without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed. Base Compensation includes elective contributions that are excluded from gross income by Code Sections 125, 132(f)(4), 402(g)(3) or 457; elective contributions for payment of group health coverage that are not available to a Participant in cash because the Participant is unable to certify to alternative health coverage but only if the Employer does not request or collect information regarding the Participant's alternative health coverage as part of the enrollment process for the group health plan; differential wage payments as defined under Code Section 3401(h)(2) with respect to any period the Participant is performing Qualified Military Service; and regular compensation paid after employment terminates for services performed during the Participant's regular working hours, or compensation for services performed outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses or other similar payments, provided such payments would have been made had the Participant continued in employment with the Employer and they are paid by the later of 2 1/2 months after the date of termination or the end of the Plan Year that includes the date of termination.

Base Compensation excludes (whether or not includable in income) reimbursements or other expenses allowances, cash and noncash fringe benefits, moving expenses, deferred compensation, and welfare benefits; any amounts paid after termination of employment other than those specifically included above, Severance Compensation and Bonus Compensation.

Bonus Compensation means compensation under the Employer’s annual incentive plan, as well as any non-scheduled cash bonuses that may be paid from time to time, and which the Administrator deems eligible to be deferred to be deferred under the Plan.

2.7 Disability

“Disability” means that a Participant is “disabled” within the meaning of the regulations under Section 409A of the Code. Generally, this requires that the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months:

(a) Activity. Unable to engage in any substantial gainful activity; or

(b) Benefits. Receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Employer.

2.8 Distribution Account.

“Distribution Account” or “Accounts” means, with respect to a Participant, the Retirement Distribution Account and each Flexible Distribution Account established on the books of the Employer pursuant to Section 5.1.

2.9 Employee

“Employee” means an individual employed by the Employer who receives compensation for personal services performed for the Employer that is subject to withholding for federal income tax purposes.

- 4 -

2.10 Employer

“Employer” means TCF Financial Corporation and its subsidiaries. Actions on behalf of the Employer shall be taken by the TCF Financial Corporation Board of Directors (“Employer’s Board of Directors” or “Board of Directors”).

2.11 Flexible Distribution Account.

“Flexible Distribution Account” means a Distribution Account maintained for a Participant to which Elective Deferral Credits are credited pursuant to Section 5.1.

2.12 Participant

“Participant” means a management or highly compensated Employee who has been designated by the Board of Directors of the Employer as eligible to participate in this plan and whose participation has not terminated.

2.13 Persons Acting as a Group

“Persons Acting as a Group” means more than one person acting as a group as defined in regulations under Section 409A of the Code. For this purpose, persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of the same public offering, or purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with the corporation. If a person, including an entity or entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

2.14 Plan Year

“Plan Year” means the 12-month period beginning each January 1.

2.15 Retirement.

“Retirement” means the Participant’s Separation from Service (for reasons other than death) upon or after attaining age 55 with at least 10 Years of Service with the Employer, or age 62 with less than 10 Years of Service with the Employer.

2.16 Retirement Distribution Account.

“Retirement Distribution Account” means a Distribution Account maintained for a Participant to which Elective Deferral Credits and any Supplemental Contributions are credited pursuant to Section 5.1.

2.17 Separation From Service

“Separation From Service” has the meaning provided under Treasury Regulation § 1.409A-1(h), including the presumptions provided in that section. Generally, a Separation From Service will occur when the Participant retires or otherwise has a termination of employment with the Employer for any reason other than death and after retirement or termination of employment provides no more than 20% of the average level of services provided during the thirty-six month period preceding the retirement or termination of employment.

- 5 -

2.18 Severance Compensation

“Severance Compensation” means payments that are made during a period commencing upon severance from employment, except if they are payments that, absent a severance from employment, would have been paid to the Participant while the Participant continued in employment with the Employer, and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments.

2.19 Specified Employee

“Specified Employee” means a “specified employee” as defined in regulations under Section 409A of the Code. Generally, a Specified Employee” is an employee who, at any time during the 12-month period ending on December 31 of each year (the “Identification Date”), is: (1) an officer of the Employer with annual compensation greater than $175,000 in 2017 (as adjusted for future years), (2) a 5-percent owner of the Employer, or (3) a 1-percent owner of the Employer with annual compensation greater than $150,000. Such an employee is a Specified Employee for the 12-month period beginning the first April 1 following the Identification Date and ending on March 31 of the following year.

2.20 Spouse

“Spouse” means the Participant’s husband or wife on the date the benefit is scheduled to be paid or payment is scheduled to begin. The legal existence of the spousal relationship shall be governed by the law of the state or other jurisdiction of domicile of the Participant.

2.21 Surviving Spouse

“Surviving Spouse” means the Spouse of the Participant at the time of the Participant’s death who survives the Participant. If the Participant and Spouse die under circumstances that prevent ascertainment of the order of their deaths, it shall be presumed for this plan that the Participant survived the Spouse.

2.22 Unforeseeable Emergency

“Unforeseeable Emergency” means an “unforeseeable emergency” as provided in regulations under Section 409A of the Code. In general, an Unforeseeable Emergency means a severe financial hardship of the Participant resulting from (1) an illness or accident of the Participant, the Participant’s Beneficiary, or the Participant’s or Beneficiary’s dependent, (2) a casualty loss of the Participant’s or Beneficiary’s property or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s or Beneficiary’s control. The Chief Executive Officer of Chemical Financial Corporation will determine whether the Participant or Beneficiary has suffered an Unforeseeable Emergency based on all the facts and circumstances, and that decision shall be final and binding on all parties to this plan. If the Unforeseeable Emergency involves the Chief Executive Officer, the determination shall be made by the Employer’s Board of Directors.

2.23 Year of Service.

"Year of Service" shall mean each Plan Year during which the Participant completes at least one thousand five hundred (1,500) hours of service actually performed for the Employer, as required by the Employer during such applicable Plan Year.

- 6 -

SECTION 3

Participation

3.1 Designation as Participant

Only management and highly compensated Employees shall be eligible to become Participants under this plan. The Employer’s Board of Directors shall designate those eligible Employees who shall become Participants from time to time and shall specify the effective date of participation for each Participant.

3.2 Termination of Participation

A Participant’s status as a Participant shall continue until the earlier of termination of employment or termination of the Participant’s status as a Participant by the Employer’s Board of Directors. A former Participant may resume participation in the plan only upon redesignation as a Participant.

3.3 Participation Agreement

As a condition of participation in the plan, Participant will enter into a “Participation Agreement” with the Employer in a form offered by the Agent for Service of Process.

SECTION 4

Elective Deferral Credits

4.1 Payroll Deductions

Subject to the limitations below, a Participant may elect to reduce the Participant’s Compensation for a Plan Year through payroll deductions that reduce the Participant’s Compensation. A Participant may make separate payroll deduction elections for Base Compensation, each type of Bonus Compensation that is permitted to be deferred, and Severance Compensation. The amount of the election shall be expressed in a whole percentage of the applicable Compensation. Each payroll deduction will result in the credit of a corresponding dollar amount to be paid under this plan as deferred compensation for the Participant (“Elective Deferral Credit”).

4.2 Amount Allowed

A Participant may elect to defer up to 60% of the Participant’s Base Compensation, up to 85% of the Participant’s Bonus Compensation, both as defined in Section 2.6 of this Plan, and up to 85% of Severance Compensation, for the Plan Year. For the avoidance of doubt, the aforementioned limits shall be applied separately to deferral elections from Base Compensation, each type of Bonus Compensation, and Severance Compensation. In addition, for deferrals for the 2017 Plan Year only, a Participant was able to elect to defer an additional amount equal to the maximum deferral amount permissible under an Employer-sponsored plan that is qualified under the Code and in which the Participant participates without regard to any limitations imposed by the Code except Section 402(g), less any amount the Participant actually deferred under that qualified plan.

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4.3 Prior Irrevocable Election

In general, the election to defer Compensation (other than Severance Compensation) under this plan (including the election of the amount of the deferral and the time and form of payment of the deferred amount) shall be made by the Participant on a form provided for that purpose prior to the beginning of a Plan Year and shall become irrevocable for each Plan Year thereafter as of the last day of the Plan Year preceding the Plan Year to which the election relates or such earlier time provided in this plan or otherwise specified by the Administrator. In addition to that general rule, an election to defer Bonus Compensation under this plan (including the election of the amount of the deferral and the time and form of payment of the deferred amount) must be made by a Participant on a form provided for that purpose prior to the last day of the Plan Year preceding the beginning of the period of service for which the bonus is earned and shall be irrevocable as of the last day of the Plan Year preceding the beginning of the period of service or such earlier time provided in this plan or otherwise specified by the Administrator.

A new Participant who has not previously participated in this or any other deferred compensation plan of the Employer (or a related party) that would be aggregated with this plan under Section 409A may make an initial, irrevocable election of payroll deductions (including the election of the amount of the deferral and the time and form of payment of the deferred amount) during the first 30 days of eligibility to participate applicable only to Compensation earned after the date of the election. If a new Participant does not make an election during this 30-day period, the Participant may not make an election for the initial year of participation.

The deferral election of the amount of the deferral and the form of payment of the deferred amount shall apply only to the deferrals elected in that annual election form and shall not apply to new deferrals for any subsequent Plan Year; however, for deferral elections with respect to Plan Years prior to 2019, once it has become irrevocable, the Participant’s initial election of the time of payment at a specified date or upon Separation From Service will apply to all deferrals under this Plan for Plan Years prior to 2019, and may not be changed except as provided in Sections 7.3(b) and (d). In addition, in general, except as provided in Sections 7.3(b) and (d), in no event may a prior irrevocable deferral election be revoked or modified with respect to elective deferrals as to which the election has become irrevocable.

An election of payroll deductions for a Plan Year shall be discontinued on the date the Participant’s employment terminates; provided that this shall not affect the deferral of any amounts that are Severance Compensation following the termination of a Participant’s employment. The Participant shall have no claim or right to payment of the amounts deferred by payroll deductions and shall be limited solely to the rights and benefits conferred under the terms of this plan. In no event shall an election to defer Compensation become effective sooner than the beginning of the next payroll period following the date of the written, irrevocable election.

A deferral election under this plan with respect to Severance Compensation (including the election of the amount of the deferral and the time and form of payment of the deferred amount) must be made by a Participant on a form provided for that purpose in accordance with the following:

(a) If the Severance Compensation is negotiated at the time of separation and the Participant had no legally binding right to the Severance Compensation prior to time the deferral election is made, the Participant may elect to defer such portion of the Severance Compensation as is considered “separation pay” under Treasury Regulation § 1.401A-1(m) in accordance with Treasury Regulation § 1.401A-2(a)(11).

(b) If the Severance Compensation is payable pursuant to a legally binding right that existed prior to any negotiations at the time of the Participant’s separation, then the Participant may only elect a deferral of Severance Compensation if the deferral election is made at least 12 months before the Participant’s Separation from Service and the payment must be deferred for a period of not less than five years from the date the Severance Compensation would otherwise have been paid.

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SECTION 4A

Supplemental Contributions

For each Plan Year prior to 2019, the Employer in its discretion may credit each Participant’s Restorative Match and/or Special Discretionary Employer Contribution Account, respectively, with additional amounts described in this Section 4A (Supplemental Contributions). For each plan year that begins on or after January 1, 2019, the Employer in its discretion may credit each Participant’s Retirement Distribution Account with additional amounts described in this Section 4A (Supplemental Contributions)

(a)Restorative Match. For Plan Years prior to 2020, to the extent that a Participant’s compensation for purposes of the Employer’s 401(k) Plan is reduced by reason of elective deferrals made under Section 4.1 of this Plan, the Employer may credit each Participant’s Restorative Match Account or Retirement Distribution Account with an amount equal to the difference between (i) the amount of matching contributions that would have been made to the 401(k) Plan but for such deferrals, and (ii) the actual amount of matching contributions made to the 401(k) Plan.

For Plan Years after 2019, the Employer may credit each Participant’s Retirement Distribution Account with an amount equal to 5%, or some other amount determined from time to time by the Employer, of such Participant’s elective deferrals made under Section 4.1 of this Plan; provided that the Employer shall not credit a Participant’s Retirement Distribution Account for amounts deferred by the Participant under Section 4.1 of this Plan with respect to Severance Compensation.

(b)Special Discretionary Employer Contributions. The Employer may credit a Participant’s Special Discretionary Employer Contribution Account or Retirement Distribution Account with an amount determined from time to time by the Employer.

Supplemental Contributions will become vested as provided in Section 6. A Participant who has a Separation from Service prior to full vesting shall irrevocably forfeit any Supplemental Contributions that have not vested, unless the Employer determines otherwise. Notwithstanding any provision of the Plan to the contrary, in the event of termination of a Participant’s employment for cause, as determined in the reasonable discretion of the Employer, the Participant shall forfeit all Supplemental Contributions (whether or not otherwise vested) and shall be required to repay to the Employer any Supplemental Contributions previously distributed to the Participant. The Employer shall retain all forfeitures.

SECTION 5

Accounting; Earnings Credits

5.1 Accounting Records

For plan years prior to 2019, the Administrator shall maintain separate accounting records for each Participant for the Participant’s Elective Deferral Credits under Section 4 and for the respective Supplemental Contributions under Section 4A. The separate accounts shall be the Participant’s “Elective Deferral Credits Account”, “Restorative Match Account” and Special Discretionary Employer Contributions Account. In addition, the Administrator shall maintain separate subaccounts for each Participant for purposes of Elective Deferral Credits made before and after the Effective Time of the merger of Chemical Financial Corporation and Talmer Bancorp, Inc. (the “Merger”). The subaccount for pre-Merger Elective Deferral Credits shall be the Participant’s “Pre-Merger Elective Deferral Credits Account” and the subaccount for post-Merger Elective Deferral Credits shall be the Participant’s “Post-Merger Elective Deferral Credits Account”. The Administrator shall also maintain separate subaccounts for each Participant’s Elective Deferral Credits that have been designated for payment in a lump sum, five annual installments and 10 annual installments, respectively. Effective January 1, 2019, the Administrator shall establish and maintain separate Distribution Accounts with respect to a Participant. In particular, the following shall be established and maintained for each Participant: (i) a Retirement Distribution Account, and/or (ii) up to five Flexible Distribution Accounts.

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5.2 Timing of Credits

Elective Deferral Credits shall be credited to the Participant’s Elective Deferral Credits Account as of the end of the month that includes the payroll dates on which the corresponding amounts were deducted from the Participant’s Compensation. Effective January 1, 2019, the amount of Elective Deferral Credits pursuant to Section 4.1 shall be credited by the Administrator to the Participant’s Distribution Accounts as of the end of the month that includes the payroll dates on which the corresponding amounts were deducted from the Participant’s Compensation, in accordance with the Participant’s election in the applicable Participation Agreement. Any Supplemental Contributions shall be credited at least annually, as soon as administratively feasible following the close of each Plan Year.

5.3 Earnings Credits and Debits

A Participant may designate investments for the Participant’s accounts from time to time. The Employer may purchase such investments and, whether purchased or not, will credit or debit the Participant’s account with the actual earnings or losses on the selected investments. A Participant may change the designated investments at such times as mutually agreed by the parties. Earnings credits and losses shall continue to accrue after a Participant’s employment has terminated and until all amounts due have been paid in full.

5.4 Rabbi Trust.

The Employer may establish a rabbi trust with respect to this plan.

(a)Trust. The Employer may establish a trust or use any trust currently established by the Employer that meets the requirements of this Section 5.4 (the “Trust”) for the purpose of providing for the payment of deferred compensation under this plan. Subject to the limitations of this Section 5.4, a Participant’s credits, as reflected in the Participant’s account, will be deposited into the Trust as soon as administratively feasible after the Participant’s credits are credited to the Participant’s account. Notwithstanding the Trust, it is the intention of the Employer that this plan is unfunded for tax purposes and for purposes of ERISA.

(b) Limitations. Notwithstanding the general rules of the previous paragraph or any other provision of the plan or any Trust:

(1) Covered Employees. During a Restricted Period, no assets will be directly or indirectly set aside, reserved, or transferred to the Trust or to any other arrangement to pay or to provide for the payment of deferred compensation to or on behalf of a Covered Employee.

(i) Covered Employee Defined. A Covered Employee is the Chief Executive Officer of the Employer or any member of a controlled group that includes the Employer (or any individual acting in that capacity) during the taxable year, the four highest compensated officers of the Employer for the taxable year (in addition to the Chief Executive Officer), any other individuals subject to Section 16(a) of the Securities Exchange Act of 1934 for the taxable year, and any former employee of the Employer or any member of a controlled group that includes the Employer who was a Covered Employee at the time of termination of employment with the Employer or that controlled group member.

(ii) Restricted Period Defined. “Restricted Period” means: (1) any period during which a single employer defined benefit plan sponsored by the Employer is in at risk status, as defined by Section 430(i) of the Code; (2) any period during which the Employer is in bankruptcy; and (3) the twelve (12) month period beginning on the date which is six (6) months before the termination date of a single employer defined benefit plan sponsored by the Employer, if, as of the termination date, that plan is not sufficient for benefit liabilities as determined under Section 4041 of the Employee Retirement Income Security Act of 1974, as amended.

(2) Offshore Trust. The Trust may not be located outside the United States unless substantially all of the services to which the payments under this plan relates are performed in such jurisdiction.

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(3) Employer's Financial Health. No assets of the Trust may be or become restricted to the provision of benefits under the Plan to any Participant or beneficiary in connection with a change in the Employer’s financial health or to a Covered Employee during a Restricted Period (or similar financial circumstances as provided under Section 409A of the Code).

SECTION 6

Vesting

A Participant shall be 100% vested with respect to all amounts in the Participant’s Elective Deferral Credits Account, Restorative Match Account and Special Discretionary Employer Contribution Account, except that the Employer may apply a vesting schedule, vesting conditions and forfeiture provisions to any Discretionary Match Contribution or Account or Special Discretionary Employer Contribution or Account by specifying those limitations in writing at the time a Contribution for the Participant is approved or in a subsequent amendment to this Plan.

SECTION 7

Payment of Benefits

7.1 Events of Payment

The Participant’s Pre-Merger Elective Deferral Credits Account will be distributed or, if applicable, distribution in installments will commence, during January of the calendar year following the calendar year during which the Effective Time of the Merger occurs. The Participant’s Post-Merger Elective Deferral Credits Account and the Participant’s Restorative Match Account will be distributed or, if applicable, distribution in installments will commence at the specific time previously elected by the Participant, or during January of the calendar year following the calendar year during which the first of the Participant’s Separation from Service (except as provided), a Change in Control (subsequent to the Merger) or the Participant’s death or Disability occurs.

The Participant’s Retirement Distribution Account and Flexible Distribution Account(s) will be distributed or, if applicable, distribution in installments will commence at the specific time previously elected by the Participant (except as provided below and in Section 7.2(a) as it pertains to the Retirement Distribution Account) or during January of the calendar year following the calendar year during which the Participant’s Death or Disability occurs, if sooner.

In addition:

(a) Unforeseeable Emergency. With respect to a Participant’s Elective Deferral Credits Account, the Participant may request and the Administrator may make a distribution from the Participant’s vested accounts of an amount reasonably necessary to pay for the Unforeseeable Emergency (including any amount necessary to pay applicable taxes or penalties arising from the distribution). In no case shall a distribution be made for an Unforeseeable Emergency to the extent that the emergency may be relieved through alternate means, such as insurance, liquidation of assets (to the extent the liquidation would not cause financial hardship), or by ceasing deferrals under this plan.

(b) Specified Time. The Participant may elect a specific time of payment on the form provided by the Administrator. For avoidance of doubt, Flexible Distribution Accounts and the Account of a Participant who elects a specific time of payment will not be distributable upon the Participant’s earlier Separation From Service and, if the Participant elects distribution in installments, each installment after the first installment shall be paid during January of each calendar year following the calendar year in which the first installment was paid. The Participant’s Special Discretionary Employer Contribution Account will be distributed during January of the calendar year following the calendar year during which the first of the Participant’s Separation From Service (except as provided below), a Change in Control (subsequent to the Merger), or the Participant’s death or Disability occurs. The Participant may not control the time or form of payment of the Participant’s Special Discretionary Employer Contribution Account.

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7.2 Form of Payment

(a) Participant Election. Payment may be made in a lump sum or in up to 15 annual installments for each payment event (other than for payment upon an Unforeseeable Emergency, which may only be made in a lump sum), as the Participant elects on the forms provided by the Administrator. With respect to the Retirement Distribution Account for a Participant whose Separation from Service occurs prior to the earliest date on which the Participant is eligible for Retirement, other than on account of death or disability, the Participant's Retirement Distribution Account shall be distributed in a single lump sum in the first January or July that occurs at least thirteen months after his Separation from Service, subject to any Subsequent Deferral Election the Participant may make pursuant to Section 7.3(b). If the Participant fails to make an effective election, then payment of the Elective Deferral Credits and Restorative Match that would otherwise have been governed by the form shall be paid as provided in Section 4.3 or, if Section 4.3 does not apply, in a lump sum (and the specified date payment rules shall not apply). Except as provided here and in Sections 4.3 and 7.3, the Participant and any Beneficiary shall have no power or authority to require a different form of payment than the Participant elects in the Participation Agreement or Annual Deferral Election Form. For benefits the Participant elects to be paid in installments, the series of installments shall be treated as a single payment for purposes of a Subsequent Deferral pursuant to Section 7.3(b).

(b) Calculation of Installments. The amount of each payment shall be determined by dividing the vested balance of the Participant’s account as of the December 31 preceding the payment date for the first installment, and as of the anniversary of that December 31 date for subsequent installments, by the number of installment payments remaining to be made.

(c) Withholding. The Employer has the right to withhold and deduct from a Participant’s payments, or make arrangements for the collection of, all amounts deemed necessary to satisfy federal, state and local withholding and employment-related tax requirements attributable to a Participant’s payments pursuant to this plan.

Payment of the Participant’s Special Discretionary Employer Contribution Account shall be made in a lump sum. The Participant may not defer payment of the Account under Section 7.3(b).

7.3 Time of Payment

Distribution shall occur at the time provided in Section 7.1. The Participant and Beneficiary shall have no power or authority to require different timing of payment than the timing provided in Sections 7.1 and 7.2, except as provided in 7.3(b) and (d).

(a) Delay in Payment to a Specified Employee. Notwithstanding any other timing provision in the Plan, if, at the time any payment that is not exempt from Section 409A would commence due to a Separation From Service, an individual is a “Specified Employee” as defined by Section 409A, then no such payment under this Plan may be paid before the date that is six months after that individual’s Separation From Service (or, if earlier, the individual’s death). Payments that are not exempt from Section 409A and that the individual would otherwise have been entitled to during those six months will be accumulated and paid on the first day after six months following the individual’s Separation From Service (or, if earlier, the individual’s death). All payments that are exempt from Section 409A, or that would otherwise be made more than six months following the individual’s Separation From Service, will be made without regard to the delay described in this paragraph.

(b) Subsequent Deferral. A Participant who is a current Employee or whose Separation from Service occurred less than 10 years earlier may make a “Subsequent Deferral Election” that delays a payment or changes the form of a payment if the conditions of the regulations under Section 409A of the Code and the following conditions are met:

(1) 12 Months. A Subsequent Deferral Election related to a payment at a specified time or pursuant to a fixed schedule must be made and become irrevocable not less than 12 months before the date the payment is scheduled to be paid.

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(2) Effect. A Subsequent Deferral Election may not take effect until at least 12 months after the date on which it is made and has become irrevocable.

(3) Five Years. In the case of a Subsequent Deferral Election related to a payment that is not due to an Unforeseeable Emergency, death or Disability, the payment must be deferred for a period of not less than five years from the date the payment would otherwise have been paid.

(4) Partial. If the Participant is making a Subsequent Deferral relating to an amount otherwise payable as a lump sum, he may make such Subsequent Deferral with respect to a portion only of such lump sum, with the balance of the payment unaffected by the Subseqent Deferral.

(5) Form. The election is made in writing on a form acceptable to the Employer. For distributions paid in installments, the series of installments shall be treated as a single payment.

(d) Section 162(m) Delay. A payment that is due under this Plan may be delayed by the Employer to the extent the Employer, in its sole discretion, reasonably anticipates that if the payment were made as scheduled, the Employer’s deduction with respect to such payment would not be permitted under Section 162(m) of the Code. If the Employer determines that a payment is to be delayed under this paragraph, the Employer must determine before the payment is delayed whether the delayed payment will be made either (i) during the first calendar year in which the Employer reasonably anticipates that the deduction of such payment will not be barred by application of Section 162(m) of the Code or (ii) during the period beginning with the date of the Participant’s Separation From Service (or later if required by Section 7.3(a) for a Specified Employee) and ending on the later of the last day of the taxable year of the Employer in which the Participant Separates From Service or the 15th day of the third month following the Participant’s Separation From Service. The Employer may only elect to delay payment under this paragraph if all payments scheduled to the Participant under all deferred compensation plans of the Employer that could be delayed under the application of Treasury Regulation § 1.409A-2(b)(7)(i) are delayed.

7.4 Death

If the Participant dies after his termination of employment, but prior to payment of all amounts due under this plan, payment shall be made or shall continue to be made to the Participant’s Beneficiary in the form the Participant elected in his or her Participation Agreement.

SECTION 8

General Provisions

8.1 Amendment and Termination

The Employer shall have the right at any time to amend this plan prospectively or retroactively, or to terminate this plan, provided that an amendment or termination may not reduce or revoke the accrued benefits of Participants as of the end of the Plan Year preceding the Plan Year in which the amendment or termination is adopted.

Upon termination of this plan, the accrued benefits of affected Participants shall become nonforfeitable. Each Participant’s vested accrued benefits shall be distributed in accordance with the provisions of this plan.

8.2 Employment Relationship

Nothing in this plan shall be construed as creating a contract of employment between the Employer and any Participant or otherwise conferring upon any Participant or other person a legal right to continuation of employment or any rights other than those specified in this plan. This plan shall not limit or affect the right of the Employer to discharge or retire a Participant.

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8.3 Rights Not Assignable

Except for designation of a Beneficiary, amounts promised under this plan shall not be subject to assignment, conveyance, transfer, anticipation, pledge, alienation, sale, encumbrance, or charge, whether voluntary or involuntary, by the Participant or any Beneficiary of the Participant, even if directed under a qualified domestic relations order or other divorce order. An interest in any amount promised shall not provide collateral or security for a debt of a Participant or Beneficiary or be subject to garnishment, execution, assignment, levy, or to another form of judicial or administrative process or to the claim of a creditor of a Participant or Beneficiary, through legal process or otherwise. Any attempt to assign, convey, transfer, anticipate, pledge, alienate, sell, encumber, charge, or otherwise dispose of benefits payable, before actual receipt of the benefits, or a right to receive benefits, shall be void and shall not be recognized.

8.4 Unsecured Obligation

The right to a benefit under this plan constitutes merely the unsecured promise of Employer to pay benefits from Employer’ general assets. Nothing contained in this plan, and no action taken pursuant to the provisions of this plan, shall create or be construed to create a trust of any kind, a fund, or any fiduciary relationship between Employer and any Participant, Beneficiary, or any other person, except as provided in Section 5.4(a). Any reserve or fund established by Employer in connection with this plan shall be and shall remain, until paid to any Participant or Beneficiary, solely the property and rights of Employer, subject to the rights and claims of Employer’s general creditors. No Participant, Beneficiary, or any other person other than Employer shall have any right, title, or interest in or to such funds or other assets. Any right to a benefit under this plan shall be no greater than the claim of any other unsecured general creditor of Employer.

8.5 Construction and Interpretation

(a) Interpretation. This Plan is intended to either be exempt from or comply with Section 409A and the regulations and guidance promulgated thereunder and shall be interpreted and operated consistently with those intentions.

(b) Permitted Accelerations or Delays. The time and schedule of payment under this Plan may not be accelerated or delayed for any reason except as permitted by Section 409A and this plan.

(c) Amendment or Termination. In addition to any other restriction in the Plan, the Plan may not be amended or terminated except in compliance with Section 409A.

(d) Construction. The singular includes the plural, and the plural includes the singular, unless the context clearly indicates the contrary. Capitalized terms (except those at the beginning of a sentence or part of a heading) have the meaning specified in this plan.

(e) Determination. All questions or issues regarding interpretation or application of the provisions of this plan, including, but not limited to, questions of eligibility for benefits, the amount of benefits, and forfeiture, payment, or termination of benefits, will be resolved by the Administrator, whose determination shall be final and binding.

8.6 Governing Law

This plan shall be interpreted, construed, enforced, and performed in accordance with applicable federal law and, to the extent not preempted by federal law, in accordance with the laws of the state of Michigan.

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8.7 Unfunded Plan

This shall be an unfunded plan within the meaning of ERISA. Benefits provided herein shall consist solely of aggregate unfunded credits which are the sum of Elective Deferral Credits and earnings credits and shall constitute only an unsecured contractual promise to pay in accordance with the terms of this plan by the Employer.

IN WITNESS WHEREOF, this instrument is executed as an act of the Employer on October 23, 2019.



TCF FINANCIAL CORPORATION

By	/s/ Joseph T. Green

	Its	Executive Vice President

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Exhibit 10(kk)

TCF 401K SUPPLEMENTAL PLAN

(As amended through October 23, 2019)

I. Purpose of Plan; Effective Date of Plan.

The purpose of this TCF 401K Supplemental Plan (known prior to November 1, 2016, as the TCF Employees Stock Purchase Plan-Supplemental Plan, and referred to hereinafter as the “Plan”) is to provide Eligible Employees with supplemental retirement benefits as set forth herein to remedy certain limitations or reductions in benefits under the Internal Revenue Code (“IRC”), as set forth herein, to such Employees under the TCF 401K Plan (known prior to November 1, 2016, as the TCF Employees Stock Purchase Plan, and referred to hereinafter as the “401K Plan”). The Plan was originally effective for benefits based on Covered Compensation earned in calendar year 2005 and thereafter, and was last amended and restated effective January 1, 2011. The Company hereby adopts this amendment and restatement effective January 1, 2016. A previous plan, the Supplemental Employee Retirement Plan - ESPP Plan (the “Previous Plan”) was and remains in effect for benefits based on Covered Compensation earned in calendar year 2004 and before and is a separate standalone plan. This Plan does not make any material modifications to the Previous Plan. This Plan is intended to be exempt from the participation, vesting and funding provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is intended to be maintained “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA.

The Plan is intended to satisfy the requirements for nonqualified deferred compensation plans set forth in IRC § 409A, and it shall be interpreted, administered and construed consistent with said intent.

This Plan is also intended to be a plan, program, or arrangement under 4 U.S.C. section 114 (the “State Taxation of Pension Income Act of 1995”) maintained solely for the purpose of providing retirement benefits for employees in excess of the limitations imposed by one or more of IRC sections referenced in such Act on contributions or benefits in qualified plans such as the 401K Plan, and to be an “excess plan” as defined in Rule 16b-3 of the Securities and Exchange Commission.


II.	Definitions.

Whenever used in this Plan, the following terms shall have the respective meanings set forth below, unless a different meaning is required by the context in which the word is used. When the defined meaning is intended, the term is capitalized. Capitalized terms not otherwise defined herein shall have the meaning set forth in the 401K Plan.

(a)

Affiliate; Affiliated Group. “Affiliate” means any entity which is required to be aggregated with TCF Financial as a member of a controlled group of corporations in accordance with IRC § 414(b), or as a trade or business under common control in accordance with IRC § 414(c). [The requirements of IRC §§ 414(b) and 414(c) shall be applied using the 80% standard specified therein for all purposes of the Plan, including, without limitation, for the purpose of determining whether a Participant has had a Separation from Service.] The term “Affiliated Group” means the Company and its Affiliates.


(b)	Annual Bonus. “Annual Bonus” is the annual cash bonus, if any, payable to an Eligible Employee under any annual bonus program of the Company that meets the requirements for performance-based compensation under IRC § 409A and the regulations thereunder.

(c)

Change in Control. “Change in Control” with respect to an Employer shall mean a change in ownership with respect to the Employer or TCF Financial Corporation (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)), a change in effective control of TCF Financial Corporation (as defined in Treasury Regulation § 1.409A-3(i)(5)(vi)) provided, however, that the ownership percentage shall be 50%, or a change in the ownership of a substantial portion of the assets of the Employer or TCF Financial Corporation (as defined in Treasury Regulation § 1.409A-3(i)(5)(vii)).


(d)	Commissions. “Commissions” shall mean amounts payable to Eligible Employees and credited to them as “commissions” by their Employer in connection with products or services they have sold. Commissions include any draw paid as an advance against Commissions.


(e)	Committee. The Compensation Committee of the Board of Directors of TCF Financial Corporation (“TCF Financial”), or a special sub-committee thereof, which shall consist only of individuals who qualify as independent directors under Rule 303A of the listing standards of the NYSE as applicable to compensation committee members,

as non-employee directors under Rule 16b-3 of the Securities and Exchange Commission and as outside directors for purposes of IRC section 162(m) (“million dollar cap”).

(f)

Covered Compensation. “Covered Compensation” is any “Basic Compensation” as defined in the 401K Plan including such Compensation in excess of the limit on Basic Compensation under IRC § 401(a)(17) earned by a Participant in any Plan Year, and also including any amounts which would have been Basic Compensation (disregarding any limit on Basic Compensation under IRC § 401(a)(17) in such Plan Year) except that such Participant authorized the Employer before the beginning of the Plan Year in which such Compensation was earned (or in the case of an Annual Bonus, six months prior to the end of the performance period) to defer such amounts which would otherwise be deferred under the 401K Plan to this Plan.

(g)

Eligible Employee. An “Eligible Employee” is an employee of an Employer who is designated as eligible to participate in this Plan in accordance with the provisions of Article III(a). Unless otherwise determined by action of the Committee, there shall be no Eligible Employees for Plan Year 2020 or any subsequent Plan Year; provided that elections made by Eligible Employees for Plan Year 2019 with respect to any Annual Bonus payable in 2020 prior to March 15, 2020 shall not be affected by this change.


(h)	Employer. “Employer” means TCF Financial and each of its subsidiaries that constitutes an Affiliate.


(i)	401K Plan. The “401K Plan” is the TCF Employees’ Stock Purchase Plan as amended from time to time.


(j)	IRC. The “IRC” is the Internal Revenue Code of 1986, as amended.


(k)	Participant. A “Participant” is an Eligible Employee who has elected to participate in this Plan in accordance with the provisions of Article IV(a).


(l)	Plan Administrator. The “Plan Administrator” of this Plan is the Committee.


(m)	Plan Year. The “Plan Year” is the calendar year.


(n)	Salary. “Salary” is the Eligible Employee’s Covered Compensation, excluding Annual Bonus.


(o)	SERP Employee Contributions. “SERP Employee Contributions” is any portion of a Participant’s Covered Compensation which such employee has elected to have treated as SERP Employee Contributions under Article IV of this Plan.


(p)	TCF Financial. “TCF Financial” or “Company” is TCF Financial Corporation, a Delaware Corporation.


(q)	TCF Financial Stock. “TCF Financial Stock” is common stock of TCF Financial, par value $.01 per share.

III. Eligibility


(a)	General Eligibility. Employees of an Employer are eligible to participate in this Plan as determined by the Committee, in its discretion subject to the following:


(i)	No employee shall be eligible to participate in this Plan unless the Committee determines that such employee will be for that Plan Year a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA.

(ii)

The Committee shall select such employees for eligibility in this Plan on a Plan Year by Plan Year basis by promulgating a written statement describing or listing such Eligible Employees. Selection for one Plan Year does not entitle the employee to be selected the next Plan Year. An employee who has been selected by the Committee shall, however, be presumed to be selected for the subsequent Plan Year unless and until the Committee evidences a contrary intention.

Notwithstanding the foregoing, no employee shall be eligible for benefits under this Plan with respect to a particular Plan Year if the employee is not also an Active Participant in the 401K Plan for that year. Individuals who become employees of an Employer as a result of a merger or acquisition shall not be eligible to participate under this Plan unless and until the Committee has identified them as Eligible Employees pursuant to this section (a).

(b)

Specific Exclusions. Notwithstanding anything apparently to the contrary in the Plan document or in any written communication, summary, resolution or document or oral communication, no individual shall be an Eligible Employee in this Plan, develop benefits under this Plan or be entitled to receive benefits under this Plan (either for himself or herself or his or her survivors) unless such individual is a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA. If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is not in “a select

group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA, such individual shall no longer be an Eligible Employee in this Plan.

IV. Supplemental Benefits Related to the 401K Plan.

(a)

SERP Employee Contributions. An Eligible Employee may elect to decline to participate in the Plan for a Plan Year; such election, which shall remain irrevocable for the Plan Year, must be made no later than the date an election to defer compensation under this Plan is required, as set forth in this Section IV(a). An Eligible Employee who elects to participate in this Plan for the Plan Year will defer compensation under this Plan in an amount that equals the amount that exceeds limitations on such Employee’s contributions to the 401K Plan imposed by the 401K Plan to effectuate the requirements of IRC §§ 401(a)(17), 401(k)(3), 401(m)(2), 402(g) and 415 (the “IRC Limitations”) provided that:

(i) Prior to the beginning of each Plan Year, an Eligible Employee who elects to participate in this Plan for the Plan Year authorizes the Employer to reduce the Participant’s compensation by the amount by which such Employee’s Salary and/or Commission deferral contribution elected under the 401K Plan is limited by the IRC Limitations, and credit such amount to the Participant’s account under this Plan as the Employee’s SERP Employee Contributions for the Plan Year.

(ii) Prior to June 30 of each Plan Year, an Eligible Employee who elects to participate in this Plan for the Plan Year authorizes the Employer to reduce the Participant’s Annual Bonus by the amount by which such Employee’s Annual Bonus contribution elected under the 401K Plan is limited by the IRC Limitations, and credit such amount to the Participant’s account under this Plan as the Employee’s SERP Employee Contributions for the Plan Year.

For each Plan Year an Eligible Employee elects to participate in this Plan and as a condition to receiving benefits from this Plan for that year, the Employee shall, prior to the first day of the Plan Year, irrevocably agree: (i) to make pre-tax contributions to the 401K Plan equal to the maximum amount permitted under the 401K Plan and (ii) not to make changes to pre-tax contributions to the 401K Plan at any time during such Plan Year.

Any election by an Eligible Employee of SERP Employee Contributions pursuant to this section (a) shall be in writing, shall be made prior to the beginning of the Plan Year in which the services are performed (or with respect to the Annual Bonus, the date the election is required under paragraph (ii), above), shall be irrevocable when received by the Employer, and shall be applicable to all Covered Compensation earned during such Plan Year. Employees who first become Eligible Employees after the beginning of the Plan Year may elect to participate in this Plan within thirty (30) days after becoming Eligible Employees provided such election only applies to Salary and/or Commissions earned after the election is received by the Employer. This election shall not be available to an Employee who has previously been eligible to participate in any other plan maintained by a member of the Affiliated Group that is required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c). For purposes of the Annual Bonus, such election only applies to total bonus compensation for the performance period for such Bonus, multiplied by the ratio of the number of days remaining in the performance period after the election is made over the total number of days in the performance period.

Notwithstanding the foregoing, any increase or decrease in a Participant’s SERP Employee Contributions for a taxable year that results from the Participant’s action or inaction under the 401K Plan with respect to pre-tax contributions subject to the contribution restrictions under IRC §§ 401(a)(30) or 402(g), including an adjustment to a deferral election under the 401K Plan, shall not exceed the limit with respect to elective deferrals under IRC § 402(g)(1)(A), (B), and (C) in effect for the taxable year in which such action or inaction occurs.

(b)

Employer Matching Contributions. At the same time as an amount of SERP Employee Contributions is deferred under paragraph (a), the Employer shall also credit to the Participant’s account under this Plan the amount of Employer Matching Contribution that would be due under the 401K Plan with respect to (i) such SERP Employee Contributions if they had been contributed as pre-tax elective deferrals under the 401K Plan, and (ii) such pre-tax elective deferrals under the 401K Plan with respect to which no Employer Matching Contributions were made under the 401K Plan due to the application of IRC Limitations. No Participant in the Plan shall be credited with Employer Matching Contributions with respect to pre-tax deferrals (to this Plan and the 401K Plan, combined) that exceed 5% of the Participant’s Covered Compensation for each payroll period.

Notwithstanding the foregoing, in no event shall the sum of a Participant’s Matching Contributions exceed 100% of the matching contribution the Participant would have received under the 401K Plan, absent any plan-based restrictions that reflect limits on qualified plan contributions under the Internal Revenue Code.

For purposes of determining the amount of Employer Matching Contributions, no more than $300,000 of a Participant’s Commissions payable during the Plan Year shall be included in Covered Compensation.

(c)

Establishing Accounts; Investment of Accounts; Valuation of Accounts. On the date that a Contribution under paragraph (a) or (b) would be paid to the 401K Plan if it were a contribution to that Plan (the “contribution date”), the amount of such Contribution shall be credited to an account on the books of the Employer and shall be deemed as of such date to be invested as directed by the Participant. SERP Employee contributions shall be deemed to be invested in such investment fund options available under the 401K Plan or in TCF Financial Stock, as elected by the Participant. Employer Matching Contributions will be deemed invested in TCF Financial Stock. Actual or notional earnings from such deemed investments shall be credited to the Participant’s account at least annually.

Each Participant’s account in the Plan shall be divided into two sub-accounts: a “TCF Stock Account” and a “Diversified Account.” All shares of common stock of TCF Financial that are deemed to be held in a Participant’s account on the Effective Date shall be allocated as of that date to the participant’s TCF Stock Account. Any new amounts credited to a Participant’s account on or after the Effective Date shall be allocated to either the Participant’s TCF Stock Account or Diversified Account. The Sub-Accounts shall operate as follows:

(i)

The TCF Stock Account shall be deemed to be invested solely in shares of TCF Financial Stock (and in cash or cash equivalent money market funds for fractional shares or for funds held temporarily prior to investment). The Diversified Account shall not at any time be deemed to be invested in any shares of TCF Stock. No transfer of assets will be permitted from the TCF Stock Account to the Diversified Account or from the Diversified Account to the TCF Stock Account.

(ii)

A Participant’s TCF Stock Account will be deemed to be invested in all shares of TCF Financial Stock allocated to it on or after the Effective Date and such shares shall not be subject to any deemed sale, transfer, assignment, pledge or other hypothecation in any manner. Any distributions from the Plan to the participant with respect to the TCF Stock Account will be made in the form of an in-kind distribution of the number of shares of TCF Financial Stock deemed to be held for such Participant’s TCF Stock Account pursuant to the terms of the Plan.


(iii)	The Diversified Account shall not at any time be deemed to purchase or invest in any shares of TCF Financial Stock, but shall be deemed to invest in such investment funds as may be approved by the Committee and as the participant directs.

(iv)

The portion of the Participant’s account that is deemed to be invested in TCF Financial Stock shall be increased to reflect the number of shares of TCF Financial Stock deemed to be purchased as of each future contribution date (including any fractional shares), and shall be further adjusted to reflect any stock splits or other similar events involving a change in the number or form of outstanding shares of TCF Financial Stock. Adjustments shall be determined in each case by the Committee and the Committee’s determination shall be final. The balance of shares of TCF Financial Stock shall in no event be decreased.

(v)

If any dividends are paid with respect to TCF Financial Stock, then in lieu of any adjustments to the Participants’ accounts under the Plan, an amount shall be paid in cash (or in stock, if the dividend is in stock, provided that stock splits in the nature of a stock dividend shall not be distributed) directly to the Participant whose account would otherwise be deemed to be due the deemed dividend and the Participant’s account shall not be credited with the deemed dividend. Such dividends shall be paid by a date not later than the 15th day of the third month following the calendar year for which the credited to the Participant’s account. The time and form of payment of such dividends is treated separately from the time and form of payment of the underlying deferred compensation.


(vi)	In the event of a Change in Control and the Company is not the surviving corporation, a Participant will be given the opportunity to elect out of TCF Stock and into one or more investment fund options then provided under the 401K Plan.

(d) Distributions from Accounts.

(i)

General Distribution Rules for Pre-2017 Account. Except as provided in (iii), below, a Participant shall receive payment of his or her entire vested TCF Stock Account and Diversified Account consisting of SERP Employee Contributions and Employer Matching Contributions for Plan Years beginning prior to January 1, 2017, and deemed earnings on such Contributions (“Pre-2017 Account”) in a single lump sum distribution (less applicable withholding) on the first to occur of the following in accordance with Appendix B:


(A)	Separation from Service. Payment shall be made during the 90 day period commencing six months after the Participant’s Separation from Service with the Affiliated Group as defined in Treasury Regulation § 1.409A-1(h). If Separation from Service occurs as a result of death, payment shall be made within 90 days following the Participant’s death.

(B)

Disability (Disabled). In the event of Disability, payment shall be made 30 days after such Disability occurs. For purposes of this section, a Participant is considered Disabled if he or she is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under the long-term disability plan of the Participant’s Employer.

(C)

Date Certain. To the extent permitted through administrative procedures adopted by the Plan Administrator, in its sole discretion, payment shall be made on a date specified by the Participant on or before the date 30 days after the Employee first becomes eligible for this Plan (and any other plan maintained by a member of the Affiliated Group that is required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c)). This provision shall not apply to any amounts attributable to SERP Employee Contributions or Employer Matching Contribution credited after the specified date.

(D)

Change in Control. To the extent permitted through administrative procedures adopted by the Plan Administrator, in its sole discretion, if designated by a one-time irrevocable election by the Participant made on or before the date 30 days after the Employee first becomes eligible for this Plan (and any other any other plan maintained by a member of the Affiliated Group that is required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c)), in the event of a Change in Control, the lump sum payment shall occur on or about 30 days after the date one year after the Change in Control.

(E)

Unforeseeable Emergency. In the event of an unforeseeable emergency, as defined in IRC § 409A and the regulations thereunder, payment shall be made within 90 days following the Committee’s determination that an unforeseeable emergency has occurred. Payment shall be limited to the amount reasonably necessary to satisfy the emergency. However, the amount of the payment may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably expected to result from the payment.

(ii)

General Distribution Rules for Post-2016 Account. A Participant shall commence receiving payment of his or her vested TCF Stock Account and Diversified Account consisting of SERP Employee Contributions and Employer Matching Contributions for Plan Years beginning on or after January 1, 2017, and deemed earnings on such Contributions (“Post-2016 Account”) on the first to occur of the events or dates described in (i)(A), (B), (C), (D), or (E) above, and shall receive his or her entire Post-2016 Account in a lump sum payment in accordance with Appendix B; provided, however, that a Participant may elect that SERP Employee Contributions and Employer Matching Contributions for any Plan Year beginning on or after January 1, 2017 (and deemed earnings on such Contributions) that are made on account of Separation from Service pursuant to (i)(A), above, be made in installments over a period of five or ten years (“Post-2017 Installment Payments”), with the first installment payment made on the on the earlier of the first February 15^th or August 15^th that follows the date that is six months after the Participant’s Separation from Service. Such election must be made in accordance with administrative procedures established by the Plan Administrator, and must be made no later than, and shall become irrevocable

on, the December 31^st immediately preceding the Plan Year to which the election applies, and, in the absence of a proper and timely election of the form of payment, the Participant will receive payment in a lump sum.

(iii)

Special Election Window for Pre-2017 Account. A Participant shall be paid his or her Pre-2017 Account in accordance with subsection (i), above, provided however, that an eligible Participant may elect no later than December 31, 2016, on which date such election shall become irrevocable, to have all or a portion of his or her Pre-2017 Account paid in five annual installments (“Pre-2017 Installments”) commencing on the earlier of the first February 15^th or August 15^th that follows the five-year anniversary of the date that is six months after the Participant’s Separation from Service. The Plan Administrator may, in its discretion, determine which Participant or Participants are eligible to make an election under this Article IV(d)(iii).

(iv)

Acceleration of Small Benefits. Notwithstanding anything in this Article IV(d) or Appendix B to the contrary, if the value of a Participant’s Accounts under the Plan and his or her benefit under any other plan, to the extent such benefit or plan is required to be aggregated with the Plan under Treasury Regulation § 1.409A-1(c)(2), is no more than the limit then in effect under IRC § 402(g)(1)(B), the Plan Administrator, in its sole discretion, which shall be exercised in writing prior to any payment under this Article IV(d)(iv), may cause a lump sum payment of the Participant’s Accounts to the Participant at any time. The lump-sum payment will be made only if the payment would result in a distribution of the entire value of the Participant’s Accounts and the Participant is not entitled to any further benefit under this Plan or under any other plan, to the extent such benefit or plan is required to be aggregated with the Plan under Treasury Regulation § 1.409A-1(c)(2).

(v)

Lump Sum Payment of Benefits. Notwithstanding a Participant’s election under Article IV(d)(ii), if the value of the Participant’s Accounts that are to be paid in Post-2016 Installments, determined as of the date that is 30 days prior to date that a Post-2016 Installment payment is to be made for the year, is no more than $50,000, the entire value of the Participant’s Accounts to be paid in Post-2016 Installments instead shall be paid in a single lump sum on the scheduled Post-2016 Installment payment date for that year. Similarly, and notwithstanding a Participant’s election under Article IV(d)(iii), if the value of the Participant’s Accounts that are to be paid in Pre-2017 Installments, determined as of the date that is 30 days prior to date that a Pre-2017 Installment payment is to be made for the year, is no more than $50,000, the entire value of the Participant’s Accounts to be paid in Pre-2017 Installments instead shall be paid in a single lump sum on the scheduled Pre-2017 Installment payment date for that year.


(vi)	Withholding. All payments shall be made net of any applicable withholding of taxes, in accordance with Appendix B.


(e)	Cancellation of Deferrals Following an Unforeseeable Emergency or Hardship Distribution.

A Participant’s deferral election shall be cancelled with respect to Covered Compensation earned after receipt of a hardship distribution pursuant to Treasury Regulation § 1.401(k)-1(d)(3) or an unforeseeable emergency distribution under Article IV(d)(v) of this Plan. Participants may not restart contributions to this Plan pursuant to Article IV(a) until the first day of the first Plan Year that begins at least six months after receipt of the hardship distribution or unforeseeable emergency distribution.

V. Vesting.

A Participant shall be entitled to a benefit from the Employer Matching Contributions equal to his or her account balance attributable to such Contributions multiplied by the vesting percentage determined under the 401K Plan that is applicable to the Participant under the 401K Plan. In the event the Participant forfeits a portion of the account, and is subsequently reemployed, the forfeited portion shall be reinstated in the same manner as provided under the 401K Plan. Notwithstanding the foregoing, Participants with an account balance in the Plan on March 31, 2006 shall be subject to the vesting provisions of the Plan in effect on that date.

VI. Committee.

The Committee shall have full power to construe, interpret and administer this Plan, including to make any determination required under this Plan and to make such rules and regulations as it deems advisable for the operation of this Plan. The Committee shall have sole and absolute discretion in the performance of their powers and duties under this Plan. A majority of the Committee shall constitute a quorum. Actions of the Committee shall be by a majority of persons constituting a quorum and eligible to vote on an issue. Meetings may be held in person or by telephone. Action by the Committee may be taken in writing without a meeting provided such action is executed by all members of the Committee. To the extent it is feasible to do so, determinations, rules and regulations of the Committee under this Plan shall be consistent with similar determinations, rules and regulations of the 401K Plan. All determinations of the Committee shall be final, conclusive and binding unless found by a court of competent jurisdiction to have been arbitrary and capricious. The Committee shall have authority to designate officers of TCF Financial and to delegate authority to such officers to receive documents which are required to be filed with the Committee, to execute and provide directions to the Trustee and other administrators, and to do such other actions as the Committee may specify on its behalf, and any such actions undertaken by such officers shall be deemed to have the same authority and effect as if done by the Committee itself.

VII. Benefits Unfunded.

The rights of beneficiaries, survivors and participants to benefits from this Plan are solely as unsecured creditors of their Employers. Benefits payable under this Plan shall be payable from the general assets of the Employers and there shall be no trust fund or other assets secured for the payment of such benefits. In its discretion, an Employer may purchase or set aside assets, including annuity policies or through use of a grantor trust, to provide for the payment of benefits hereunder but such assets shall in all cases remain assets of the Employer and subject to the claims of the Employer’s creditors. This Plan constitutes a mere promise by the Employers to make benefit payments in the future, and it is intended to be unfunded for tax purposes and for purposes of Title I of ERISA.

VIII. Beneficiaries and Survivors.

A Participant’s beneficiary or survivor under Article IV of this Plan shall be the same as the person(s) designated as such pursuant to or under the provisions of the 401K Plan, unless the employee has designated in writing and filed with the Committee a different beneficiary for this Plan.

IX. Amendments, Claims Procedure

(a)

In General. The Committee may amend the Plan prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate this Plan as provided in Article X with regard to persons expecting to receive benefits in the future. The benefit, if any, payable to or with respect to a Participant as of the effective date of such amendment or the effective date of such termination shall not be, without the knowing and voluntary written consent of the Participant (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on the Participant under IRC § 409A), diminished or delayed by such amendment or termination.


(b)	After a Change-in-Control. Notwithstanding the provisions of Article IX(a), after the occurrence of a Change-in-Control, the Committee’s authority to amend the Plan or terminate the Plan as provided in section (a) shall be subject to the following limitations.


(i)	Existing Participants. During the two year period following the date a Change-in-Control with respect to TCF Financial occurs, the Committee may only amend the Plan or terminate this Plan as applied to Participants who are Participants immediately preceding the date of the Change-in-Control if:


(1)	all benefits payable to or with respect to persons who were Participants as of the Change-in-Control (including benefits earned before and benefits earned after the Change-in-Control) have been paid in full prior to the adoption of the amendment or termination, or


(2)	eighty (80) percent of all the Participants determined as of the date of the Change-in-Control give knowing and voluntary written consent to such amendment or termination (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on any Participant under IRC § 409A).

(ii)

New Participants. After the occurrence of a Change-in-Control, as applied to Participants who are not Participants immediately preceding the date of the Change-in-Control, the Committee may amend or terminate the Plan prospectively, retroactively or both, at any time and for any reason deemed sufficiently by it without notice to any person affected by this Plan and may likewise terminate this Plan, subject to the same restrictions as IX(a).

(c)

Claims Procedures. If a Participant, or beneficiary or survivor thereof, wishes to make a claim for benefits or disagrees with a determination of the Committee, such person may file a claim and make such appeals in the same manner as permitted under the 401K Plan. The claims shall then be processed as provided for claims under the 401K Plan, except that all determinations which would be made by the “Company” under such Plans shall be made by the Committee instead.

X. Plan Termination.

The Committee in its discretion may terminate the Plan and may accelerate distribution of Participant account balances to such time as the Committee shall determine notwithstanding the provisions of Article IV(d) in accordance with one of the following:


(i)	The Plan may be terminated within 12 months of a corporate dissolution of TCF Financial taxed under IRC § 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of-


(1)	The calendar year in which the plan termination and liquidation occurs;


(2)	The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or


(3)	The first calendar year in which the payment is administratively practicable.

(ii)

The Plan may be terminated pursuant to irrevocable action taken by the Employer within the 30 days preceding or the 12 months following a Change in Control event with respect to TCF Financial. However, any such termination within the 12 months after such a Change in Control shall require the consent of 80% of the participants as required in Article IX (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on any Participant under IRC § 409A). For purposes of this paragraph this Plan will be treated as terminated only if all plans sponsored by the Affiliated Group immediately after the time of the Change in Control that are required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c)) are terminated, so that each Participant in the Plan and all participants under substantially similar arrangements who experienced the Change in Control event are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date the Employer irrevocably takes all necessary action to terminate and liquidate all of such plans. Solely for purposes of this paragraph (ii), the Employer with the discretion to terminate the Plan is the service recipient that is primarily liable immediately after the Change in Control event for the payment of the deferred compensation.


(iii)	The Plan may be terminated for any other reason, provided that:


(1)	the termination does not occur proximate to a downturn in the financial health of the Affiliated Group;


(2)	all plans sponsored by the Affiliated Group that would be required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c) if the same Employee had deferrals of compensation under all of the plans are terminated and liquidated with respect to all Participants;


(3)	no payments other than those otherwise payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination of the Plan,


(4)	all payments are made within 24 months of the termination of the Plan, and


(5)	no member of the Affiliated Group adopts a new plan that would be aggregated with any of the terminated plans under Treasury Regulation § 1.409A-1(c) at any time for a period of three years following the date of termination of the Plan.


(iv)	Such other events and conditions as the Commissioner may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

XI. Miscellaneous.

(a)

Notices under this Plan to the Employer, TCF Financial or the Committee shall be sent by Certified Mail, Return Receipt Requested to: Compensation Committee, TCF Financial Corporation, c/o General Counsel, TCF Financial Corporation, 200 Lake Street East, Wayzata, MN 55391. Notices under this Plan to Eligible Employees or their beneficiaries or survivors shall be sent by Certified Mail to the last known address for such person(s) on the books and records of the Employer, by Certified Mail.


(b)	Nothing in this Plan shall change a Participant’s status to anything other than an employee “at will” or otherwise enlarge or modify such Employee’s employment rights or benefits other than as provided herein.


(c)	Nothing in this Plan shall abridge a Participant’s rights, or such Employee’s beneficiary’s or survivor’s rights, of participation in the 401K Plan except to the extent the Eligible Employee agrees to such restrictions.


(d)	Expenses of administering the Plan shall be borne by the Employers in proportion to their share of Participants in this Plan, provided that an Employees’ Accounts may reflect deemed transaction costs of acquiring or selling TCF Financial Stock.


(e)	A Participant’s benefits under this Plan may not be assigned, transferred, pledged or otherwise hypothecated by said Employee or the beneficiary or survivor thereof.

XII. Number of Shares under the Plan/Adjustments for Certain Changes in Capitalization

As of December 31, 2006, 140,862 shares of TCF Financial Stock were credited to Participant accounts. On and after January 1, 2006, no more than an additional 3.0 million shares of TCF Financial Stock may be credited to Participant accounts, except that any share credits to a Participant which are forfeited pursuant to Article (V) may again be credited under the Plan.

If the Company shall at any time increase or decrease the number of its outstanding shares of Company common stock or change in any way the rights and privileges of such shares by means of the payment of a stock dividend or any other distribution upon such shares payable in Company common stock, or through a stock split, subdivision, consolidation, combination, reclassification, or re-capitalization involving the Company common stock, then the numbers, rights and privileges of the shares of Company common stock that are and may be credited under the Plan shall be increased, decreased, or changed in like manner as if such shares had been issued and outstanding, fully paid, and non-assessable at the time of such occurrence.

APPENDIX A RE: IRS NOTICE 2000-56

Notwithstanding anything to the contrary in the Plan or any trust agreement for any related grantor trust established by an Employer (the “Trust”), TCF Financial stock or other assets contributed to the Trust by TCF Financial or any other Employer for the benefit of employees or service providers of TCF Financial or such Employer are subject to the claims of creditors (in the event of insolvency) of both TCF Financial and such Employer. In addition, such stock and assets are subject to the claims of creditors (in the event of insolvency) of any Employer from which benefits are due to a participant or beneficiary under the terms of the Plan. Nothing in this Appendix, however, shall relieve any Employer of its obligation to pay any benefits due from the Employer to a participant or beneficiary under the terms of the Plan.

Notwithstanding anything to the contrary in the Plan or Trust, any TCF Financial stock or other assets not transferred to an Employer’s employees or their beneficiaries will revert to TCF Financial upon termination of the Trust.

APPENDIX B

DISTRIBUTION PROCEDURES

Timing of Distribution (Lump Sum).


•	Lump Sum - payable during the 90 day period commencing six months after the employee’s Separation from Service.

Form of Distribution -- Stock or Cash

All distributions from a TCF Stock Account are in the form of TCF Financial Stock plus cash for any fractional share, less tax withholding. Distributions from a Diversified Account shall be in the form of cash.

Tax Withholding

The minimum required income tax withholding will be automatically deducted from each distribution unless the employee elects otherwise no less than 30 days prior to distribution. The withholding will be deducted first from the Diversified Plan Account balances, then from the TCF Financial Stock Account balances. Alternatively, participants may pay the withholding by check in lieu of a deduction from the distribution if they so elect at least 30 days prior to distribution if they elect at least 30 days prior to distribution.

Distributions will be sent by U.S. Mail to the recipient’s home address on file with the TCF Legal Department unless the recipient has provided other delivery instructions in writing. If the recipient has a stock brokerage account, distributions can be sent to it electronically.

These procedures are subject to interpretation and application by the Committee, whose interpretation is final.

DIRECTORS

RESTRICTED STOCK AGREEMENT

DIRECTORS RSA NO. [___] (Deferred Shares)

Shares of Restricted Stock are hereby awarded effective as of ____________ by TCF Financial Corporation (“TCF Financial”) to [_____________] (the “Grantee”) or to the Grantee’s account in the trust hereinafter described, in accordance with the following terms and conditions:

Share Award. TCF Financial hereby awards to the Grantee’s account in the TCF Directors Deferred Compensation Trust Agreement (the “Trust”) [______] shares (the “Deferred Shares”) of Common Stock, pursuant to the Chemical Financial Corporation Stock Incentive Plan of 2019 (the “Stock Plan”) upon the terms and conditions therein and hereinafter set forth. The Deferred Shares shall be issued in the name of the trustee under the Trust (the “Trustee”) for the account of the Grantee, and shall be held by the Trustee pursuant to the terms of the Trust.


2.	Restrictions on Transfer and Restricted Periods.

a. Beginning on the date of this Agreement (the “Commencement Date”), the Deferred Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by the Trustee (except that the Trustee may transfer Deferred Shares to a successor Trustee or as provided in Section 2.3 of the Trust in the event of insolvency), except to TCF Financial or as hereinafter provided, and are subject to the restrictions set forth in the Program (collectively, the “Restrictions”).

b. The period beginning on the Commencement Date and ending on the lapse of the Restrictions shall be referred to as the “Restricted Period.” The Restrictions will lapse and the Deferred Shares will vest, subject to the acceleration and forfeiture provisions herein, with respect to one hundred percent (100%) of the Deferred Shares on [____________].

c. The Compensation and Pension Committee of the Board (the “Committee”) shall have the authority, in its discretion, to accelerate the time at which any or all of the Restrictions shall lapse with respect to any Deferred Shares, or to remove any or all such Restrictions, whenever the Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws or other changes occurring after the commencement of the Restricted Period.

Termination of Service. Except as provided in Section 8 below or in the Stock Plan, if the Grantee ceases to be a member of all boards of directors of TCF Financial and its affiliated companies for any reason, all Deferred Shares which at the time of such termination of board service are subject to the Restrictions shall upon termination of such service be forfeited and returned to TCF Financial unless the Committee, pursuant to its discretion under Section 2(c), shall determine to remove any or all of the Restrictions on such Deferred Shares prior to such forfeiture; provided that in the event of Grantee’s retirement from service on any of the boards of directors of TCF Financial

Directors RSA No. [______] (Deferred) 1

or its affiliated companies pursuant to the board policy on director retirement in effect at that time, the Restricted Period for any Deferred Shares still subject to Restricted Period on that date shall lapse and all Deferred Shares shall be fully vested.


4.	Certificates for Shares. TCF Financial shall issue one or more certificates in respect of the Deferred Shares to be held by the Trustee in the name of the Trustee for the account of the Grantee until the expiration of the Restricted Period with respect to the Deferred Shares represented thereby. Certificate(s) for Deferred Shares subject to a Restricted Period shall bear the following legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the TCF Directors Stock Grant Program and an Agreement entered into between the registered owner and TCF Financial Corporation. Copies of the TCF Directors Stock Grant Program and Agreement are on file in the offices of the Secretary of TCF Financial Corporation, 333 W Fort Street, Suite 1800, Detroit, MI 48226.”

The Grantee further agrees that, if at any time requested by the Company during the Restricted Period, s/he shall execute a stock power endorsed in blank and that s/he shall promptly deliver such stock power to TCF Financial. The Trustee shall, if requested by TCF Financial, execute a stock power endorsed in blank with respect to any Deferred Shares held by the Trustee.

Alternatively, TCF Financial may cause the Deferred Shares to be issued in the name of the Trustee in a sub-issue of Common Stock managed by the transfer agent which is subject to transferability restrictions set forth above.

Grantee’s Rights. Except as otherwise provided herein, the Trustee shall exercise the rights as stockholder including, but not limited to, the right to receive all dividends paid on Deferred Shares and the right to vote the Deferred Shares as directed by TCF Financial Corporation, provided that any dividends paid on Deferred Shares of a Grantee shall be credited to Trustee’s account for Grantee and shall be reinvested in Common Stock. Deferred Shares shall be subject in all respects to the terms of the Trust, including (but not limited to) the provisions which make such Deferred Shares subject to the claims of creditors in the event of insolvency of the company. Dividends payable on Deferred Shares that are subject to the Restrictions shall be paid to the Trustee at the same time as such dividends are paid to other shareholders; provided, that shares of Common Stock issued in payment of such dividends shall be subject to all of the Restrictions that apply to the Deferred Shares with respect to which such dividends are paid until all of the Restrictions applicable to such Deferred Shares have lapsed or otherwise have been removed.

Expiration of Restricted Period. Upon the expiration of the Restricted Period with respect to any Deferred Shares, TCF Financial shall redeliver to the Trustee for the Grantee’s account the certificate(s) for Deferred Shares with respect to which Restricted Periods have expired without the restrictive legend provided for in Section 4 above. The Trustee shall hold such Deferred Shares for the account of the Grantee until such time as they become distributable pursuant to the provisions of the TCF Directors Deferred Compensation Plan, as amended and restated effective as of October 23, 2019 (the “Deferred Compensation Plan”). The Trustee shall accomplish such distribution by sending the certificates for the Deferred Shares to TCF Financial’s transfer agent, with instructions to reissue them in the name of Grantee. Subject to the provisions of Section 3

Directors RSA No. [______] (Deferred) 2

above, any Deferred Shares for which Restricted Periods are still in effect at the time of such termination of service shall be forfeited and Trustee shall deliver the certificates for such Deferred Shares to TCF Financial for cancellation.

Adjustments for Changes in Capitalization of TCF Financial. In the event of any change in the outstanding Common Stock of TCF Financial by reason of any reorganization, recapitalization, stock split, combination or exchange of shares, merger, consolidation or any change in the corporate structure of TCF Financial or in the shares of Common Stock, or in the event of any issuance of preferred stock or other change in the capital structure of TCF Financial which the Committee deems significant for purposes of this Agreement, the number and class of Deferred Shares covered by this Agreement shall be appropriately adjusted by the Committee, whose determination of the appropriate adjustment, or whose determination that there shall be no adjustment, shall be conclusive. Any Deferred Shares of Common Stock or other securities received, as a result of the foregoing, by the Grantee or the Trustee will be subject to the Restrictions and the certificate or other instruments representing or evidencing such Deferred Shares shall be legended and deposited with TCF Financial or the Trustee in the manner provided in Section 4 above.

Effect of Change in Control. Subject to the six-month holding requirement, if any, of the Rule 16b-3 under the Securities Exchange Act of 1934, as amended, but notwithstanding any other provision in this Program (including, but not limited to, Sections 2(b) and 3 of this Agreement) in the event of a Change in Control, as defined in the Program, all terms and conditions of this Restricted Stock Award shall be deemed satisfied, and all the Deferred Shares shall vest as of the date of the Change in Control. Such vested Deferred Shares shall be distributed as provided in the Deferred Compensation Plan, in accordance with the procedures described in Section 6 of this Agreement.

Delivery and Registration of Shares of Common Stock. TCF Financial’s obligation to deliver Deferred Shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Deferred Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, state, or local securities law or regulation. It may be provided that any representation requirement shall become inoperative upon a registration of such Deferred Shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation. TCF Financial shall not be required to deliver any Deferred Shares under the Program prior to the completion of such registration or other qualification of such Deferred Shares under state or federal law, rule, or regulation, as the Committee shall determine to be necessary or advisable.

10.

Program and Committee Interpretations as Controlling. The Deferred Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Program, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee or his or her legal representatives with regard to any question arising hereunder or under the Program.

Directors RSA No. [______] (Deferred) 3


11.	Grantee Service. Nothing in this Agreement shall limit the right of the Board, Board committees, or shareholders of TCF Financial to remove the Grantee from service as a Director, to refuse to renominate or reelect the Grantee as a Director or to enforce the duly adopted retirement policies of the Board of TCF Financial.

12.

Grantee and Trustee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to TCF Financial. The Trustee (if applicable) shall signify its acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to TCF Financial.


13.	Section 409A of the Internal Revenue Code. Insofar as the arrangements described in this Agreement are subject to Section 409A of the Internal Revenue Code of 1986, as amended, the terms of this Agreement shall be interpreted as necessary to comply with the requirements of Section 409A, as interpreted by guidance issued by the Internal Revenue Service.

Directors RSA No. [______] (Deferred) 4

IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK AGREEMENT to be executed as of the date first above written.

TCF FINANCIAL CORPORATION

General Counsel

ACCEPTED:

Signature - [_________________]

(Street Address)

(City, State and Zip Code)

TRUSTEE

The First National Bank in Sioux Falls

By:

Title:

Directors RSA No. [______] (Deferred) 5

Exhibit 10(oo)

TCF FINANCIAL CORPORATION

DIRECTORS DEFERRED COMPENSATION PLAN

(As Amended and Restated effective as of October 23, 2019)

Table of Contents



		Page
1.	Deferral of Stock or Fees	2
2.	Administrative Committee	3
3.	Deferred Compensation Accounts	3
4.	Trust	4
5.	Payment of Deferred Amounts	4
6.	Emergency Payments	6
7.	Method of Payments	6
8.	Claims Procedures	7
9.	Miscellaneous	8
10.	Rule 16b-3	9
11.	Registration	10
12.	Termination or Amendment	10

TCF DIRECTORS DEFERRED COMPENSATION PLAN

(Amended and Restated effective as of October 23, 2019)

The TCF Financial Corporation 2005 Deferred Compensation Plan (the “Plan”), originally established by TCF Financial Corporation, a Delaware corporation (“Legacy TCF”) and whose sponsorship and related liabilities were subsequently assumed by Chemical Financial Corporation, a Michigan corporation which changed its name to TCF Financial Corporation (referred to hereinafter as “TCF Financial” or the “Company”), pursuant to the terms of the August 1, 2019 merger agreement by and between Chemical Financial Corporation and TCF Financial Corporation (the “Merger”). The Plan is hereby amended and restated effective October 23, 2019. This Plan is intended to comply with the requirements of Internal Revenue Code section 409A (“IRC§409A”) and regulations issued thereunder with respect to deferrals permitted under the Plan for the years 2005 and thereafter.

1. Deferral of Stock or Fees.

a. From time to time eligible directors (“Directors”) of TCF Financial may, by written notice, elect to have payment of all or a portion of their directors’ fees for the next succeeding calendar year, and/or all or a portion of any grant of shares of common stock of TCF Financial (“TCF Stock”) to the Director made on or after such election deferred as hereinafter provided. Each such deferral of fees or TCF Stock shall be (and is hereinafter referred to as) a “Deferred Amount.” Notwithstanding the foregoing, however, a Director may not elect to defer any portion of fees or TCF Stock unless such Director’s deferrals with respect to such year are in round percentage increments of 10%.

b. Any elections with respect to Deferred Amounts of fees or TCF Stock shall be exercised in writing by the Director prior to the later to occur of the following: (i) the last day before the beginning of the calendar year in which the fees are to be earned or in which the TCF stock award is made; or (ii) the thirtieth day following the date the Director first becomes eligible to participate in the Plan or the Plan is first adopted; provided that, an election made after the first day of a calendar year shall only apply to fees earned after the date of the election and/or to the portion of the TCF stock award that is payable for services performed after the election, and shall not be available to a Director who has previously been eligible to participate in any other plan that is required to be aggregated with this Plan under Treasury Regulation § 1.409A-1(c). An election of Deferred Amounts, once made, is irrevocable, except as provided in Section 6 hereof. An election of Deferred Amounts, once made, shall continue to be effective for succeeding calendar years until revoked by the Director by written request to the Secretary of TCF Financial prior to the beginning of a calendar year for which fees would otherwise be deferred. Notwithstanding the foregoing, in the case of fees or TCF stock awards which qualify as performance-based, as defined in IRC §409A and regulations issued thereunder, a Director’s deferral election may be made not later than six months before the end of the performance period for such fees or award, provided the performance period is at least 12 months long, the Director performs services continuously from the beginning of the performance period (or, if later, the date the performance criteria are established) through the date the election is made, and the fees or TCF stock awards have not become reasonably ascertainable prior to the date of the election.

c. Deferred Amounts shall be subject to the rules set forth in this document, and each Director shall have the right to receive payments on account of Deferred Amounts only in the amounts and under the circumstances hereinafter set forth.

d. Directors eligible to participate in this Plan are non-employee Directors of TCF Financial. Eligibility shall be determined annually as of the latest practicable date prior to the commencement of each new calendar year. In the event a Director ceases to be eligible for this Plan during the course of a calendar year, the Director’s eligibility shall nevertheless continue through the end of that calendar year with respect to fees earned prior to cessation of service.

2. Administrative Committee.

Full power and authority to construe, interpret, and administer this document, shall be vested in the Administrative Committee (the “Committee”) of the Board of Directors of TCF Financial, which shall consist of such members of the Compensation and Pension Committee of the Board of Directors who qualify from time to time as non-employee and independent directors under Rule 16b-3 of the Securities and Exchange Commission. The Committee shall have full power and authority to make each determination provided for in this document, and in this connection, to promulgate such rules and regulations as the Committee considers necessary or appropriate for the implementation and management of this Plan as are consistent with the terms of this Plan. Notwithstanding anything in this Section 2 to the contrary, no action or determination made or taken by the Committee, and no action or determination by the Committee affecting the amount payable under this Plan to a participant or beneficiary, shall be entitled to any deference by a reviewing court (i.e., judicial review of any such actions or determinations shall be de novo).

3. Deferred Compensation Accounts.

The Company shall establish on its books a separate account (“Account”) for each of its Directors who becomes a participant in this Plan, and each such Account shall be maintained as follows:

a. Each Account shall be credited with the Deferred Amounts elected by the Director for whom such Account is established as of the date on which such Deferred Amount would otherwise have been paid to the Director.

b. The value of a Director’s Account is to be measured by the value of and income from TCF Stock (included dividends, which are deemed to be reinvested in TCF Stock), in which all Deferred Amounts shall be deemed to be invested, however such value is merely a measuring device to determine the payments to be made to each Director hereunder. For Directors who had Deferred Amounts prior to the Merger, the value of such Deferred Amount is includes a deemed conversion from Legacy TCF stock to TCF Financial stock based on the same exchange ratio specified in the Merger. Each Director, and each other recipient of a Director’s Deferred Amounts pursuant to Section 7, shall be and remain an unsecured general creditor of the Company with respect to any payments due and owing to such Director hereunder. If a Company should from time to time, in its discretion, actually purchase the investments deemed to have been made for a Director’s Account, either directly or through the trust described in Section 4, such investments shall be solely for the Company’s or such trust’s own account, and the Directors shall have no right, title or interest therein.

4. Trust.

TCF Financial has established a trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of Deferred Amounts. The trust provides for separate accounts in the name of each Director who has elected a Deferred Amount under this Plan or under the Previous Plan. The Company shall contribute to the trust such amounts as are necessary to keep the separate accounts maintained for the Directors sufficient at all times to pay in full all benefits payable under the Plan with respect to the Directors, including, without limitation, any liquidated damages payable to the Directors pursuant to Section 9.f. In addition:

a. TCF Financial may, in its sole discretion, contribute additional amounts, which TCF Financial may direct the Trustee not to credit to an account for any Director, but instead to a general account for the payment of Plan expenses; and

b. within ten (10) business days following the occurrence of a Change in Control, the Companies shall contribute an amount equal to 300% of the aggregate expenses incurred by the Companies and the Trustee in administering the Plan and the trust described in this Section 4 during the last full calendar year immediately preceding the occurrence of the Change in Control, which amount shall also be credited to a general account for the payment of Plan expenses. If the aggregate expenses that were incurred by the Companies and the Trustee in administering the Plan and the trust during the last full calendar year immediately preceding the occurrence of the Change in Control cannot be determined with reasonable certainty prior to the date on which this contribution is due, the amount of the contribution shall be $150,000.

The assets of the trust shall be invested in accordance with the provisions of the agreement or agreements pursuant to which the trust is maintained, which agreement(s) shall be consistent with the terms of this Plan. The trustee of the trust (“Trustee”) shall be a corporate trustee independent of the Company. The trust assets shall remain subject to the claims of the Companies’ general creditors.

5. Payment of Deferred Amounts.


a.	A Director’s election as to the timing of their distributions shall apply only to the deferrals elected in that annual election form and shall not apply to new deferrals for any subsequent year. The Company may provide for a Director to select how their accounts shall be distributed from any or all of the options set forth below:


(A)	Immediately Upon Separation from Service. For a Director who has elected to have his or her contributions distributed immediately upon separation from service, on or about the 30th day following a Director’s termination of service on the board, the balance credited to the Director’s Account shall be paid in one single distribution;


(B)	In a lump sum one year following the Separation from Service; or

(C)

Installment Payments. A Director may elect to receive distributions of his or her Account over a period of five or ten years, with the first installment payment made 30 days following separation from service. Such election must be made in accordance with administrative procedures established by the Administrative Committee. For Directors who participated in the Plan and had Deferred Amounts prior to January 1, 2020, distributions of such Deferred Amounts shall be made pursuant to Section 5(a)(A) unless the director makes a subsequent separate election as to only those specific Deferred Amounts on a form prescribed by the Company, (i) the Director does not terminate service within one year of such election, and (ii) each payment affected must be delayed by at least sixty (60) months from the date that such payment would have been due.

b. Any payment shall be paid in the form of TCF Stock, plus cash for any fractional shares.

c. For purposes of this section, a Director’s service on the board is considered to terminate as of the date which is the Director’s last date of service for the Company as a director; provided the Director incurs a ‘separation from service,’ as defined for the purposes of IRC § 409A, on such date.

d. In the event the payment under Section 5.a is unpaid at the time of a Director’s death, the payment shall be made as soon as practicable to the persons specified in Section 7.a.

e. The Trustee shall make distribution of accounts (that are not payable earlier) in a single distribution in the form of TCF stock within 30 days after a Change in Control. For purposes of this Plan, a Change in Control shall be deemed to have occurred if (i) there is a change in ownership (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)) of TCF Financial; (ii) there is a change in effective control (as defined in Treasury Regulation § 1.409A-3(i)(5)(vi)) of TCF Financial, provided that the ownership percentage shall be 50%; or (iii) there is a change in the ownership of a substantial portion of the assets (as defined in Treasury Regulation § 1.409A-3(i)(5)(vi)) of TCF Financial. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Trustee shall request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide the information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a Change in Control has occurred, the Trustee shall assume that a Change in Control has occurred.

f. Subject to being permissible under IRC § 409A and regulations issued thereunder, notwithstanding any other provision of this Section 5, in the event that the Internal Revenue Service should finally determine that part or all of the value of a Director’s Deferred Amounts or Plan Account which have not actually been distributed to the Director, or that part or all of a separate account that has been established for the Director under a trust described in Section 4, is nevertheless required to be included in the Director’s gross income for federal and/or State income tax purposes, then the Deferred Amounts or the Account or the part thereof that was determined to be includible in gross income shall be distributed to the Director in a lump sum distribution in the form of TCF Stock as soon as practicable after such determination without any action or approval by the Committee. A “final determination” of the Internal Revenue

Service for purposes of this Section 5.f. is a determination in writing by said Service ordering the payment of additional tax, reporting of additional gross income or otherwise requiring Plan amounts to be included in gross income, which is not appealable or which the Director does not appeal within the time prescribed for appeals.

g. If an amount is to be paid under this Plan in two or more installments, each installment shall be treated as a separate payment for purposes of Code Section 409A.

h. Notwithstanding anything to the contrary herein, a Director may make a subsequent election with respect to the commencement of payment and form of payment with respect to any of his or her Deferred Amounts. A subsequent election under this section shall be made by executing and delivering to the Company an election in such form as prescribed by the Company. To constitute a valid election by a Participant making a prospective change to a previous election, (i) the prospective election must be executed and delivered to the Company at least twelve (12) months before the date the first payment would be due under the Director’s previous election, and (ii) each payment affected must be delayed by at least sixty (60) months from the date that such payment would be due under the Director’s previous election, and (iii) such change in election shall not be given effect until twelve (12) months from the date that the change in election is delivered to the Company. In the event an election fails to satisfy the provisions set forth in this paragraph, such election shall be void and, if such an election is void, payment shall be made in accordance with the most recent election which was valid.

6. Emergency Payments.

In the event of an “unforeseeable emergency” as determined pursuant to IRC § 409A and regulations issued thereunder, the Committee may determine the shares distributable under Section 5 hereof and distribute all or a part of such shares without regard to the distribution dates provided in Section 5 to the extent the Committee determines that such action is necessary in light of immediate and heavy needs of the Director occasioned by severe financial hardship and that such action is permissible under IRC § 409A and regulations issued thereunder.

7. Method of Payments.

a. In the event of Director’s death, payments shall be made to the persons (including a trustee or trustees) named in the last written instrument signed by Director and received by the Committee prior to Director’s death, or if Director fails to so name any person, the amounts shall be paid to Director’s estate or the appropriate distributee thereof. The Committee, the Company, and the Trustee shall be fully protected in making any payments due hereunder in accordance with what the Committee believes to be such last written instrument received by it.

b. Payments due to a legally incompetent person may be made in such of the following ways as the Committee shall determine:


i.	directly to such incompetent person,


ii.	to the legal representative of such incompetent person, or


iii.	to some near relative of the incompetent person to be used for the latter’s benefit.

a.Except as otherwise provided in Sections 7.a. and b., all payments to persons entitled to benefits hereunder shall be made to such persons in person or upon their personal receipt or endorsement, and shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the participant or the participant’s beneficiary.

b.All payments to persons entitled to benefits hereunder shall be made out of the general assets, and shall be the sole obligations, of the Companies, except to the extent that such payments are made out of the trust described in Section 4. The Plan is a mere promise by the Companies to pay benefits in the future and it is the intention of the parties that it be “unfunded” for tax purposes (and for the purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”)).

c.Unless suspended due to a Company’s Insolvency, payments from the trust described in Section 4 shall be commenced by the Trustee (without the need for further instructions from the Committee) in accordance with the most recent payment instructions provided by the Committee after the Trustee (i) acquires actual knowledge of the occurrence of an event that requires payment to commence (a “payment event”), (ii) is notified by the Committee that a payment event has occurred, (iii) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5.e of this Plan, or (iv) in the case of a participant’s termination of service, is notified in writing by the participant that the participant’s termination of service has occurred.

d.Payments made by the Trustee from an account established for a participant shall be debited against such account and shall cease when the balance credited to the account has been reduced to zero or if earlier, when the Trustee determines, based upon its review of the records of the Plan, that payment of any additional amounts from the participant’s account will result in the payment of benefits in excess of those required under the Plan. The Trustee shall have no obligation to perform such a review and consider such a determination until after (i) the Committee notifies the Trustee and the participant (or, if the participant has died, the participant’s beneficiary) of the potential excess payment, (ii) the Trustee has been provided with all Plan records that may be reasonably required by the Trustee to make its determination, and (iii) the participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

8. Claims Procedures.

a. If a claim for benefits made by any person (the “Applicant”) is denied, the Committee shall furnish to the Applicant within 90 days after its receipt of such claim (or within 180 days after such receipt if special circumstances require an extension of time) a written notice which: (i) specifies the reasons for the denial, (ii) refers to the pertinent provisions of the Plan on which the denial is based, (iii) describes any additional material or information necessary for the perfection of the claim and explains why such material or information is necessary, and (iv) explains the claim review procedures.

b. Upon the written request of the Applicant submitted within 60 days after his receipt of such written notice, the Committee shall afford the Applicant a full and fair review of the decision denying the claim and, if so requested: (i) permit the Applicant to review any documents which are pertinent to the claim, (ii) permit the Applicant to submit to the Committee issues and comments in writing, and (iii) afford the Applicant an opportunity to meet with a quorum of the Committee as a part of the review procedure.

c. Within 60 days after its receipt of a request for review (or within 120 days after such receipt if special circumstances, such as the need to hold a hearing, require an extension of time) the Committee shall notify the Applicant in writing of its decision and the reasons for its decision and shall refer the Applicant to the provisions of the Plan which form the basis for its decision.

9. Miscellaneous.

a. Except as limited by Section 7.c. and except that a Director shall have a continuing power to designate a new recipient in the event of Director’s death at any time prior to such death without the consent or approval of any person theretofore named as Director’s recipient by an instrument meeting the requirements of Section 7.a., this document shall be binding upon and inure to the benefit of each Company, Director, their legal representatives, successors and assigns, and all persons entitled to benefits hereunder.

b. Any notice given in connection with this document shall be in writing and shall be delivered in person or by registered mail, return receipt requested. Any notice given by registered mail shall be deemed to have been given upon the date of delivery indicated on the registered mail return receipt, if correctly addressed.

c. Nothing in this document shall interfere with the rights of any Director to participate or share in any profit sharing or pension plan which is now in force or which may at some future time become a recognized plan of any Company.

d. Nothing in this document shall be construed as an employment agreement nor as in any way impairing the right of any Company, its board, committees or shareholders, to remove the Director from service as a director, to refuse to renominate or reelect such person as a director, or to enforce the duly adopted retirement policies of the board of directors of such Company.

e. Amounts that due to administrative error are paid more than 30 days after the later of the date on which they are due according to the terms of this Plan or the date on which the Participant notified the Company in writing of the benefit due date shall incur interest at the rate of fifteen percent per annum (eighteen percent per annum if the payment occurs after a Change in Control) from the date as of which payment was due. In addition, if all or any portion of the distribution is payable in the form of TCF Financial stock, and the value of such stock at the time of distribution is less than its value on the date as of which payment was due, the payee shall be entitled to liquidated damages equal to 100% (120% if the payment occurs after a Change in Control) of the aggregate difference in value between the value of the distributed shares on the date their distribution was due (without regard to the 30-day grace period) and the value of the distributed shares on the actual date of distribution.

f. Any costs or attorneys’ fees incurred by a participant or beneficiary in connection with the collection of benefits that were not timely paid under this Plan shall be reimbursed by the Company. Such reimbursements shall be subject to the following requirements:

(a) the expense must be incurred during the Director’s lifetime;

(b) the amount of the expenses eligible for reimbursement in any taxable year of the Director shall not affect the expenses eligible for reimbursement in any other taxable year of the Director;

(c) the reimbursement of an eligible expense shall be made on or before the last day of the taxable year of the Director following the taxable year in which the expense was incurred; and

(d) a Director’s right to reimbursement shall not be subject to liquidation or exchange for any other benefit.

g. The provisions of this Plan shall be interpreted as necessary to comply with the requirements of Section 409A.

10. Rule 16b-3.

This Plan is intended to qualify for the exemption from short swing profits liability under Section 16(b) of the Securities Exchange IRC409A of 1934 provided by Rule 16b-3 of the Securities and Exchange Commission. Notwithstanding anything in this Plan to the contrary, for a director who is subject to liability under Section 16 of the Securities and Exchange IRC409A of 1934, the following special provisions apply:

a. Deferred Amounts of fees, to the extent they are forwarded to the Trustee, shall be so forwarded on or immediately after the date on which the fees would otherwise be paid and shall be deemed to be invested in TCF Stock on the same date and for the same purchase price as the Trustee actually purchases such Stock. Dividends deemed to be paid on accounts deemed to be invested in TCF stock shall be deemed to be invested in TCF stock on the same date and for the same purchase price as the Trustee actually reinvests such dividends. The Trustee shall purchase such Stock as soon as practicable after the fees payment date for which the Deferred Amount is received, and in any event no later than two weeks after such date, with the exact date and purchase terms to be determined by a stock broker or other investment professional on the basis of such person’s judgment as to the best available purchase price for the Plan and Trust. If Deferred Amounts are not promptly invested in TCF stock, the deferred fees shall be deemed to be invested in TCF Stock at the average of the high and low sales prices for such Stock on the date the fees would otherwise be paid or on the date the dividend is paid.

b. In the event of a distribution to a Director subject to this Section under Section 5 of this Plan, such distribution shall consist of whole shares of TCF Stock, plus cash for any fractional share.

c. In the case of a Director subject to this Section, for purposes of an emergency payout resulting in distribution of TCF Stock, the TCF Stock shall be distributed in kind, plus cash for any fractional share.

11. Registration.

TCF Financial may, in its discretion, register the shares of TCF Stock subject to this Plan under the Securities Act of 1933 and any other applicable provisions of State or Federal law, and may enter into a listing agreement for such shares with any exchange upon which the board determines to list the Company’s shares, if such actions are deemed necessary or advisable by TCF Financial in order to provide directors with freely marketable shares. However, nothing herein shall be deemed to require any such registration or listing.

12. Termination or Amendment.

This Plan may be amended at any time and from time to time upon the approval of the Committee or the Board of Directors; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former Directors but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Plan Accounts of the consenting participants and beneficiaries shall be transferred to a separate plan that is identical to this Plan in all respects except that it may include the proposed amendment. The Board of Directors or the Administrative Committee may terminate this Plan in its discretion, except that any such termination shall require the written consent of all participants, all participants who are former Directors but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan, unless it is an automatic distribution of a Director’s account under Section 5.f. hereof. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed termination of the Plan, the Plan shall terminate as to the consenting participants and beneficiaries and shall continue in effect for the participants and beneficiaries who do not consent. Distributions shall be made to participants and beneficiaries after such termination if authorized and directed by the Administrative Committee, but only to the extent permitted by IRC § 409A and regulations issued thereunder. The Board of Directors or the Administrative Committee may at any time discontinue future participation in the Plan by any or all participants.

Exhibit 10(qq)

TCF 401K Plan

(As amended and restated effective January 1, 2020)

INDEX

ARTICLE I GENERAL.....................................................................................................................1


Sec. 1.1	Name and History of Plan....................................................................................1


Sec. 1.2	Purpose................................................................................................................ 1


Sec. 1.3	Effective Date.......................................................................................................1


Sec. 1.4	Construction and Applicable Law.........................................................................2


Sec. 1.5	Benefits Determined Under Provisions in Effect at Termination of Employment.........................................................................................................2

ARTICLE II MISCELLANEOUS DEFINITIONS............................................................................2


Sec. 2.1	Account................................................................................................................2


Sec. 2.2	Active Participant.................................................................................................2


Sec. 2.3	Affiliate................................................................................................................2


Sec. 2.4	After-tax Contributions........................................................................................3


Sec. 2.5	Basic Compensation.............................................................................................3


Sec. 2.6	Beneficiary...........................................................................................................5


Sec. 2.7	Board................................................................................................................... 5


Sec. 2.8	Code.....................................................................................................................5


Sec. 2.9	Common Control..................................................................................................5


Sec. 2.10	Company..............................................................................................................5


Sec. 2.11	ERISA..................................................................................................................5


Sec. 2.12	Exempt Loan........................................................................................................5


Sec. 2.13	Forfeitures............................................................................................................7


Sec. 2.14	Fund.....................................................................................................................7


Sec. 2.15	Funding Agency...................................................................................................8


Sec. 2.16	Great Lakes Bancorp ESOP; Great Lakes Bancorp; Old GLBC ..............................8


Sec. 2.17	Highly Compensated Employee...........................................................................8


Sec. 2.18	Matching Contributions.......................................................................................8


Sec. 2.19	Named Fiduciary..................................................................................................8


Sec. 2.20	Non-Highly Compensated Employee...................................................................9


Sec. 2.21	Normal Retirement Age........................................................................................9


Sec. 2.22	Participant............................................................................................................9


Sec. 2.23	Participating Employer.........................................................................................9


Sec. 2.24	Plan Administrator............................................................................................. 10


Sec. 2.25	Plan Year............................................................................................................ 10


Sec. 2.26	Predecessor Employer........................................................................................10


Sec. 2.27	Qualified Employee........................................................................................... 11


Sec. 2.28	Republic ESOP; Republic..................................................................................11


Sec. 2.29	Successor Employer...........................................................................................11


Sec. 2.30	TCF Financial Corporation or TCF Financial.....................................................11


Sec. 2.31	TCF Financial Stock...........................................................................................12


Sec. 2.32	Top-Heavy Plan..................................................................................................12


Sec. 2.33	Unallocated Reserve.......................................................................................... 12


Sec. 2.34	Valuation Date....................................................................................................12


Sec. 2.35	401(k) Contributions..........................................................................................12

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ARTICLE III SERVICE DEFINITIONS...........................................................................................13


Sec. 3.1	Employment Commencement Date....................................................................13


Sec. 3.2	Termination of Employment...............................................................................13


Sec. 3.3	Recognized Break in Service..............................................................................13


Sec. 3.4	Elapsed Time......................................................................................................14


Sec. 3.5	Years of Vesting Service.....................................................................................15


Sec. 3.6	Qualified Military Service..................................................................................16

ARTICLE IV PLAN PARTICIPATION............................................................................................16


Sec. 4.1	Entry Date..........................................................................................................16


Sec. 4.2	Eligibility for Participation................................................................................16


Sec. 4.3	Enrollment.........................................................................................................17


Sec. 4.4	Duration of Participation...................................................................................17


Sec. 4.5	No Guarantee of Employment...........................................................................17

ARTICLE V EMPLOYEE CONTRIBUTIONS..............................................................................17


Sec. 5.1	Contributions Permitted.....................................................................................17


Sec. 5.2	Employee Contribution Elections......................................................................19


Sec. 5.3	Payment to Funding Agency..............................................................................19


Sec. 5.4	Allocation of 401(k) Contributions and After‑tax Contributions......................19


Sec. 5.5	Satisfaction of Code Section 401(k)..................................................................20


Sec. 5.6	Adjustment of Contributions Required by Code Section 401(m).....................24


Sec. 5.7	Return of Excess 401(k) Contributions.............................................................24

ARTICLE VI EMPLOYER CONTRIBUTIONS............................................................................24


Sec. 6.1	Source................................................................................................................24


Sec. 6.2	Matching Contributions.....................................................................................24


Sec. 6.3	Allocation of Matching Contributions...............................................................25


Sec. 6.4	Application of Forfeitures to Reduce Future Employer Matching

Contributions.....................................................................................................25


Sec. 6.5	Limitation on Employer Contributions..............................................................25


Sec. 6.6	Limitation on Allocations..................................................................................26


Sec. 6.7	Timing of Allocations........................................................................................31


Sec. 6.8	No Return of Excess Matching Contributions...................................................31

ARTICLE VII INDIVIDUAL ACCOUNTS.....................................................................................32


Sec. 7.1	Accounts for Participants....................................................................................32


Sec. 7.2	Valuation of Accounts.........................................................................................33


Sec. 7.3	Adjustment of Unallocated Reserve...................................................................34


Sec. 7.4	Accounts of Terminated Participants..................................................................34


Sec. 7.5	Participant Statements or Certificates................................................................35


Sec. 7.6	Rollover Accounts..............................................................................................35


Sec. 7.7	Voting Rights Regarding TCF Financial Stock...................................................35


Sec. 7.8	“Pass Through” Treatment of Tender Offers......................................................36

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Sec. 7.9	Transfers from TCF Employees Savings‑Investment Plan..................................37


Sec. 7.10	Rollover Contributions.......................................................................................37

ARTICLE VIII DESIGNATION OF BENEFICIARY.......................................................................39


Sec. 8.1	Persons Eligible to Designate.............................................................................39


Sec. 8.2	Special Requirements for Married Participants..................................................39


Sec. 8.3	Form and Method of Designation........................................................................39


Sec. 8.4	No Effective Designation...................................................................................39


Sec. 8.5	Beneficiary May Not Designate..........................................................................40

ARTICLE IX BENEFIT REQUIREMENTS (VESTING)................................................................40


Sec. 9.1	Benefit upon Retirement or Disability.................................................................40


Sec. 9.2	Other Termination of Employment.....................................................................40


Sec. 9.3	Death..................................................................................................................44


Sec. 9.4	Missing Participant or Beneficiary......................................................................45

ARTICLE X DISTRIBUTION OF BENEFITS................................................................................45


Sec. 10.1	Time and Method of Payment.............................................................................45


Sec. 10.2	Distribution in Cash, TCF Financial Stock, or Marketable Securities................46


Sec. 10.3	Reemployment...................................................................................................47


Sec. 10.4	Withdrawals From After‑tax Accounts While Employed....................................47


Sec. 10.5	Withdrawals From Pre-Tax Accounts And Roth Accounts During

Employment.......................................................................................................48


Sec. 10.6	Withdrawals From Matching, 100% Vested Company Money, and

Rollover Accounts During Employment.............................................................50


Sec. 10.7	Miscellaneous Military Service Provisions.........................................................51


Sec. 10.8	Distributions at Age 70½....................................................................................52


Sec. 10.9	Source of Benefits..............................................................................................52


Sec. 10.10	Incompetent Payee.............................................................................................52


Sec. 10.11	Benefits May Not Be Assigned or Alienated.......................................................52


Sec. 10.12	Payment of Taxes................................................................................................53


Sec. 10.13	Conditions Precedent.........................................................................................53


Sec. 10.14	Company Directions to Funding Agency............................................................53


Sec. 10.15	Effect on Unemployment Compensation............................................................53


Sec. 10.16	Accounting Following Partial Termination or Termination of the Plan..............53


Sec. 10.17	Put Option..........................................................................................................54


Sec. 10.18	No Other Restrictions on Qualifying Employer Securities.................................55


Sec. 10.19	Direct Rollover Distributions.............................................................................55


Sec. 10.20	Minimum Distribution Requirements.................................................................57

ARTICLE XI MANAGEMENT OF FUNDS....................................................................................61


Sec. 11.1	Composition...................................................................................................... 61


Sec. 11.2	Funding Agency................................................................................................. 61


Sec. 11.3	Compensation and Expenses of Funding Agency................................................62


Sec. 11.4	Funding Policy................................................................................................... 62

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Sec. 11.5	No Diversion......................................................................................................62


Sec. 11.6	Description of TCF Financial Stock Fund...........................................................63


Sec. 11.7	Reinvestment; Pass‑through of Dividends..........................................................64


Sec. 11.8	Uninvested Cash................................................................................................64


Sec. 11.9	Crediting of Contributions to TCF Financial Stock Fund...................................65


Sec. 11.10	Leveraging of Plan..............................................................................................65


Sec. 11.11	Diversification of Investments............................................................................66

ARTICLE XII ADMINISTRATION OF PLAN................................................................................68


Sec. 12.1	Administration by Company...............................................................................68


Sec. 12.2	Certain Fiduciary Provisions..............................................................................68


Sec. 12.3	Discrimination Prohibited..................................................................................69


Sec. 12.4	Evidence............................................................................................................ 69


Sec. 12.5	Correction of Errors............................................................................................69


Sec. 12.6	Records.............................................................................................................. 69


Sec. 12.7	General Fiduciary Standard................................................................................70


Sec. 12.8	Claims Procedure...............................................................................................70


Sec. 12.9	Bonding............................................................................................................. 70


Sec. 12.10	Waiver of Notice.................................................................................................70


Sec. 12.11	Agent for Legal Process......................................................................................70


Sec. 12.12	Effect of Criminal Conviction.............................................................................70


Sec. 12.13	Indemnification..................................................................................................70

ARTICLE XIII AMENDMENT, TERMINATION, MERGER.........................................................71


Sec. 13.1	Amendment....................................................................................................... 71


Sec. 13.2	Discontinuance of Joint Participation in Plan By a Participating

Employer............................................................................................................71


Sec. 13.3	Reorganization of Participating Employers........................................................72


Sec. 13.4	Permanent Discontinuance of Contributions......................................................72


Sec. 13.5	Termination........................................................................................................72


Sec. 13.6	Partial Termination.............................................................................................73


Sec. 13.7	Merger, Consolidation, or Transfer of Plan Assets..............................................73


Sec. 13.8	Deferral of Distributions.....................................................................................73

ARTICLE XIV TOP‑HEAVY PLAN PROVISIONS........................................................................74


Sec. 14.1	Key Employee Defined......................................................................................74


Sec. 14.2	Determination of Top-Heavy Status....................................................................74


Sec. 14.3	Minimum Contribution Requirement.................................................................76


Sec. 14.4	Vesting Schedule................................................................................................77


Sec. 14.5	Definition of Employer.......................................................................................78


Sec. 14.6	Exemption For Collective Bargaining Unit.........................................................78

ARTICLE XV MISCELLANEOUS PROVISIONS........................................................................78


Sec. 15.1	Insurance Company Not Responsible for Validity of Plan..................................78


Sec. 15.2	Headings............................................................................................................ 79

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Sec. 15.3	Capitalized Definitions......................................................................................79


Sec. 15.4	Gender................................................................................................................79


Sec. 15.5	Use of Compounds of Word “Here”....................................................................79


Sec. 15.6	Construed as a Whole.........................................................................................79

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TCF 401K Plan

(As amended and restated effective January 1, 2020)

ARTICLE I

GENERAL

Sec. 1.1 Name and History of Plan. The name of the plan set forth herein is “TCF 401K Plan.” It is sometimes referred to as the “Plan.” Prior to November 1, 2016, the Plan was known as the “TCF Employees Stock Purchase Plan.” The following plans (collectively sometimes referred to herein as the “Merged Plans”) have been merged with and into this Plan:


(a)	Republic Capital Group, Inc. Employee Stock Ownership Plan, effective October 1, 1993.


(b)	Great Lakes Bancorp Employee Stock Ownership Plan, effective December 31, 1995.


(c)	Gateway One Lending & Finance 401(k) Plan, effective December 31, 2011.


(d)	Equipment Financing & Leasing 401k Profit Sharing Plan and Trust, effective March 1, 2018.


(e)	Chemical Financial Corporation 401(k) Savings Plan, effective December 31, 2019.

The Plan is a single plan consisting of two parts: (i) a profit sharing portion consisting of those portions of Accounts which at that point in time are invested in assets other than the TCF Financial Stock Fund, and (ii) a stock bonus portion consisting of those portions of Accounts which at that same point in time are invested in the TCF Financial Stock Fund, with the stock bonus portion being an employee stock ownership plan that is designed to invest primarily in the TCF Financial Stock Fund.

Effective August 1, 2019, TCF Financial Corporation was merged into Chemical Financial Corporation, and shares of TCF Financial Corporation common stock were exchanged for shares of Chemical Financial Corporation common stock. Chemical Financial Corporation was then renamed TCF Financial Corporation (sometimes referred to herein as the “new TCF Financial Corporation”).

Sec. 1.2 Purpose. The Plan has been established for the purpose of providing eligible employees with a convenient, tax‑favored opportunity to invest in the stock of TCF Financial Corporation, so that they may share in the growth and prosperity of the Company and have an additional source of retirement income.

Sec. 1.3 Effective Date. The “Effective Date” of the Plan is January 1, 1987. As of October 1, 1988, the Plan was amended and restated as an employee stock ownership plan. The

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Plan has since been restated effective January 1, 1993, October 1, 1993 (in connection with the merger with Republic Capital Group, Inc. Employee Stock Ownership Plan, which was also amended and restated in that restatement), December 31, 1995 (in connection with the merger with the Great Lakes Bancorp Employees Stock Ownership Plan, which was also amended and restated in that restatement), January 1, 1998, December 1, 2004, January 1, 2006, July 1, 2008, January 1, 2015, and April 25, 2017. This restatement is effective as of January 1, 2020, except as otherwise specifically stated herein.

Sec. 1.4 Construction and Applicable Law. The Plan is intended to meet the requirements for qualification under section 401 (a) of the Code, the requirements for a qualified cash or deferred arrangement under section 401(k) of the Code, and in the case of the portion of the Plan invested in the TCF Financial Stock Fund, the requirements for a stock bonus plan under section 401(a) of the Code and the requirements for an employee stock ownership plan under section 4975(e)(7) of the Code that is designed to invest primarily in qualifying employer securities meeting the requirements of sections 4975(e)(8) and 409(l) of the Code. The Plan is also intended to be in full compliance with applicable requirements of ERISA. The Plan shall be administered and construed consistent with said intent. It shall also be construed and administered according to the laws of the State of Minnesota to the extent that such laws are not preempted by the laws of the United States of America. All controversies, disputes, and claims arising hereunder shall be submitted to the United States District Court for the District of Minnesota, except as otherwise provided in the Trust Agreement.

Sec. 1.5 Benefits Determined Under Provisions in Effect at Termination of Employment. Except as may be specifically provided herein to the contrary, with respect to a Participant or former Participant whose Termination of Employment has occurred, benefits under the Plan attributable to service prior to such Termination of Employment shall be determined and paid in accordance with the provisions of the Plan as in effect on the date the Termination of Employment occurred unless the Participant again becomes an Active Participant after said date and such active participation causes a contrary result under the provisions hereof.

ARTICLE II

MISCELLANEOUS DEFINITIONS

Sec. 2.1 Account. “Account” means a Participant’s or Beneficiary’s interest in the Fund of any of the types described in Sec. 7.1. Where more than one Account of any type has been established for a Participant or Beneficiary, references to “Account” shall include each Account of that type, except where the context clearly indicates to the contrary.

Sec. 2.2 Active Participant. An employee is an Active Participant while both a Participant and a Qualified Employee.

Sec. 2.3 Affiliate. “Affiliate” means any trade or business entity under Common Control with a Participating Employer, or under Common Control with a Predecessor Employer while it is such.

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Sec. 2.4 After-tax Contributions. “After-tax Contributions” are amounts contributed by Participants prior to April 1, 2006 under Sec. 5.1(b), and were previously referred to as “After-tax Deposits” under the terms of the Plan in effect prior to April 25, 2017.

Sec. 2.5 Basic Compensation.

(a)

“Basic Compensation” from a Participating Employer means a Participant’s earned income, wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with his or her Participating Employer or an Affiliate, while a Qualified Employee and a Participant (including, but not limited to, commissions paid to sales persons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses, but not including payments for referrals), plus any pre-tax contributions on behalf of the Participant to the Company’s 401(k) plan, cafeteria (Code section 125) plan, or transportation fringe benefit (Code section 132(f)) plan, and excluding the following:


(1)	Employer contributions to a plan of deferred compensation which are not includible in the Participant’s gross income for the taxable year in which contributed, employer contributions under a simplified employee pension plan to the extent such contributions are deductible by the Participant, and any distributions from a plan of deferred compensation.


(2)	Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture.


(3)	Amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option.


(4)	Other amounts (including, but not limited to, the first $50,000 of life insurance provided under a group term life insurance program) which received special tax benefits.


(5)	Earnings from a Participating Employer prior to the date as of which the Participating Employer was named as such in this Plan and severance pay (except as provided in subsection (b), payments for periods of time after the employee is no longer employed by a Participating Employer).


(6)	Reimbursements or other expenses allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, and welfare benefits.


(7)	Irregular compensation, as determined by the Company under uniform and nondiscriminatory policies and practices which are consistent with Code section 414(s), including but not limited to the amount of any FICA, Medicare, federal, state, local or foreign income or excise tax “gross up” payment on any fringe benefits, expenses, reimbursements or compensation.

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Amounts under Code section 125 will include any amounts that are not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage (deemed Section 125 compensation); provided, that such an amount will be treated as an amount under Code section 125 only if the employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.


(b)	Payments that are made during a period commencing upon severance from employment (within the meaning of Code section 401(k)(2)(B)(i)(I)), and ending on the later of the date that is 2½ months after the severance from employment or the last day of the Plan Year during which the severance from employment occurred, shall be included in Compensation if they are:

(1)

payments that, absent a severance from employment, would have been paid to the Participant while the Participant continued in employment with the Employer, and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments;


(2)	payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if employment had continued; and

(3)

payments to an individual who does not currently perform services for the Participating Employer by reason of qualified military service (as that term is used in Code section 414(u)(1)), to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Participating Employer rather than entering qualified military service.

Payments that are not described in this subsection (b), other than payments described in paragraph (3) (relating to payments to an individual who is in qualified military service), are not included in Basic Compensation if they are paid after severance from employment, even if they are paid by the later of the date that is 2½ months after the severance from employment or the last day of the Plan Year during which the severance from employment occurred.

(c)

Solely for purposes of Sec. 5.5 and Sec. 5.6, Basic Compensation shall also include all bonuses, commissions, pay for overtime hours, and each and every other kind of additional compensation which is reportable by a Participating Employer or an Affiliate as income on form W‑2 for the Participant for the Plan Year, but Basic Compensation shall not include compensation paid to an employee during any portion of the Plan Year during which the employee was not an Active Participant or a Participant, or prior to the date the employee’s employer was named as a Participating Employer.

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(d)

For Plan Years commencing on and after January 1, 2019, the annual Basic Compensation of each Participant taken into account in determining allocations for any Plan Year shall not exceed $280,000, as adjusted for cost-of-living increases in accordance with Code section 401(a)(17)(B). Annual Basic Compensation means Basic Compensation during the Plan Year or such other consecutive 12-month period over which Basic Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Basic Compensation for the determination period that begins with or within such calendar year.

Basic Compensation shall not include, for any purpose, dividends distributed to Participants pursuant to Sec. 11.7 of this Plan.

Sec. 2.6 Beneficiary. “Beneficiary” means the person or persons designated as such pursuant to the provisions of Article VIII.

Sec. 2.7 Board. The “Board” is the board of directors of the Company, and includes any executive committee thereof authorized to act for such body.

Sec. 2.8 Code. “Code” means the Internal Revenue Code of 1986 as from time to time amended.

Sec. 2.9 Common Control. A trade or business entity (whether corporation, partnership, sole proprietorship or otherwise) is under “Common Control” with another trade or business entity (i) if both entities are corporations which are members of a controlled group of corporations as defined in section 414(b) of the Code; (ii) if both entities are trades or businesses (whether or not incorporated) which are under “common control” as defined in section 414(c) of the Code; (iii) if both entities are trades or businesses (whether or not incorporated) which are members of the same “affiliated service group” as defined in section 414(m) of the Code; or (iv) if both entities are required to be aggregated pursuant to regulations under section 414(o) of the Code.

Sec. 2.10 Company. The “Company” is TCF Financial Corporation. Effective August 1, 2019, TCF Financial Corporation was merged into Chemical Financial Corporation, which was then renamed TCF Financial Corporation. After the date of the merger, the “Company” is the new TCF Financial Corporation. “Company” also means any successor to TCF Financial Corporation.

Sec. 2.11 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Sec. 2.12 Exempt Loan. “Exempt Loan” means a direct or indirect extension of credit to the Plan which satisfies the following requirements:


(a)	The proceeds of the Exempt Loan must be used solely, and within a reasonable time after their receipt, to acquire TCF Financial Stock for the Unallocated Reserve, or to repay such Exempt Loan, or to repay a prior Exempt Loan, or for any combination of the foregoing purposes.


(b)	The Exempt Loan must be without recourse against the Fund except that:

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(1)	The TCF Financial Stock acquired with the proceeds of the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan (but for no other purpose), and


(2)	Any TCF Financial Stock which was acquired with the proceeds of a prior Exempt Loan which was repaid with the proceeds of the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan, and


(3)	Any employer contributions made to the Plan in cash that are made for the purpose of satisfying the Plan’s obligations under the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan, and


(4)	The earnings of the TCF Financial Stock acquired with the proceeds of an Exempt Loan and which continue to be pledged or otherwise used as security for the Exempt Loan may be pledged or otherwise used as security for an Exempt Loan.


(c)	The Exempt Loan must provide for principal payments and interest to be payable over a specific term.

(d)

Except as provided below in subsection (e), shares of TCF Financial Stock held to secure repayment of an Exempt Loan shall be released from encumbrance (and from the Unallocated Reserve) as the principal and interest payments on the Exempt Loan are paid. The number of shares which shall be so released from encumbrance (and from the Unallocated Reserve) shall be equal to the total number of encumbered shares of TCF Financial Stock (held in the Unallocated Reserve) multiplied by a fraction with a numerator equal to the principal and interest payments made on the Exempt Loan for a calendar month and a denominator equal to the total principal and interest to be paid under the Exempt Loan for the current calendar month and all subsequent calendar months. The number of future calendar months for which principal and interest are payable under the Exempt Loan must be definitely ascertainable and must be determined without taking into account any possible extensions or renewal periods. If the interest rate under the loan is variable, the amount of future interest payable shall be calculated by using the interest rate in effect on the last day of the current calendar month.


(e)	In lieu of the method described in subsection (d), shares of TCF Financial Stock held to secure repayment of an Exempt Loan may be released from encumbrance (and from the Unallocated Reserve) with reference to principal payments only, provided all of the following conditions are met.


(1)	The Exempt Loan provides for principal and interest payments at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for ten years.


(2)	If the Exempt Loan constitutes a renewal, extension or refinancing of a prior Exempt Loan, the sum of the expired duration of the prior Exempt Loan, the

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renewal period, the extension period, and the duration of the new Exempt Loan does not exceed ten years (120 calendar months).

(3)

Shares of TCF Financial Stock held to secure repayment of the Exempt Loan shall be released from encumbrance (and the Unallocated Reserve) as the principal amount of the Exempt Loan is paid. The number of shares to be released from encumbrance (and from the Unallocated Reserve) must equal the total number of encumbered shares of TCF Financial Stock (held in the Unallocated Reserve) multiplied by a fraction the numerator of which equals the amount of the principal payments made with respect to the Exempt Loan for the current calendar month, and the denominator of which equals the total principal payments to be paid over the remaining term of the Exempt Loan (including the principal payments for the current calendar month).


(4)	For the purposes of this subsection (e), the amount of interest included in any payment is disregarded only to the extent that it would be determined to be interest under standard loan amortization tables.


(f)	The rate of interest (which may be fixed or variable) on the Exempt Loan must not be in excess of a reasonable rate of interest considering all relevant factors including (but not limited to) the amount and duration of the loan, the security given, the guarantees involved, the credit standing of the Plan and the guarantors, and the generally prevailing rates of interest.

(g)

In the event of default upon an Exempt Loan, the fair market value of TCF Financial Stock and other assets which can be transferred in satisfaction of the loan must not exceed the amount of the loan. If the lender is a party in interest (as defined in ERISA) or disqualified person (as defined in the Code), the loan must provide for a transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to satisfy the payment schedule of the Exempt Loan.


(h)	The Plan shall not engage in an Exempt Loan that is not primarily for the benefit of Plan Participants and Beneficiaries.

Sec. 2.13 Forfeitures. “Forfeitures” means that part of the Fund so recognized under Secs. 9.2(b)(1) and 9.4.

Sec. 2.14 Fund. “Fund” means the aggregate of assets described in Sec. 11.1.

Sec. 2.15 Funding Agency. “Funding Agency” is a trustee or trustees or an insurance company appointed and acting from time to time in accordance with the provisions of Sec. 11.2 for the purpose of holding, investing, and disbursing all or part of the Fund.

Sec. 2.16 Great Lakes Bancorp ESOP; Great Lakes Bancorp; Old GLBC. The “Great Lakes Bancorp ESOP” is the Great Lakes Bancorp Employee Stock Ownership Plan, which was amended and restated in this restatement and merged with the TCF Employees Stock Ownership Plan ‑ 401(K) effective December 31, 1995. Prior to April 1, 2000, “Great Lakes Bancorp” was “Great Lakes National Bank Michigan (previously known as Great Lakes Bancorp, A Federal

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Savings Bank, and TCF Bank Michigan fsb). “Old GLBC” is Great Lakes Bancorp, A Federal Savings Bank, the federal savings bank which merged with TCF Bank Michigan fsb on February 8, 1995. Old GLBC ceased its corporate existence on February 8, 1995.

Sec. 2.17 Highly Compensated Employee. “Highly Compensated Employees” are all employees of a Participating Employer eligible to participate in the Plan and who meet one of the following requirements for the prior Plan Year unless otherwise provided in Code section 414(q):


(a)	At any time during the Plan Year or the preceding Plan Year, the employee was a 5% owner as defined in Code section 414(q)(2).

(b)

The employee received compensation (as defined in Code section 414(q)(4)) from a Participating Employer or Affiliate in excess of $125,000 in the preceding Plan Year in the case of determinations for the 2020 Plan Year. The dollar amount specified in this subsection shall be adjusted for cost of living increases for each calendar year after 2020 as provided in Code section 414(q) and the applicable Treasury regulations. For any Plan Year, the applicable dollar amount shall be the dollar amount in effect for the calendar year in which the Plan Year commences.


(c)	In addition, any former employee is a Highly Compensated Employee to the extent required by the rules applicable to determining highly compensated employee status as in effect for the relevant Plan Year under Section 1.414(q)-1T, Q&A-4, of the Temporary Income Tax Regulations and IRS Notice 97-45.

In determining whether an individual is a Highly Compensated Employee, the Plan Administrator shall use all information reasonably available as of the date of the determination but shall not use projections or estimates.

Sec. 2.18 Matching Contributions. “Matching Contributions” are amounts contributed by Participating Employers under Sec. 6.2.

Sec. 2.19 Named Fiduciary. The Company is a “Named Fiduciary” for purposes of ERISA with authority to control or manage the operation and administration of the Plan, including control or management of the assets of the Plan. In addition, the Advisory Committee appointed pursuant to Sec. 7.7 is a Named Fiduciary for the limited purpose of directing the Funding Agency with respect to the voting of TCF Financial Stock. Other persons are also Named Fiduciaries under said Act if so provided by said Act or if so identified by the Company, by action of the Board. Such other person or persons shall have such authority to control or manage the operation and administration of the Plan, including control or management of the assets of the Plan, as may be provided by said Act or as may be allocated by the Company, by action of the Board.

Sec. 2.20 Non-Highly Compensated Employee. “Non-Highly Compensated Employee” means an employee of the Participating Employers who is not a Highly Compensated Employee.

Sec. 2.21 Normal Retirement Age. “Normal Retirement Age” is age 60.

Sec. 2.22 Participant. A “Participant” is an individual described as such in Article IV.

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Sec. 2.23 Participating Employer. The Company and each wholly-owned subsidiary of the Company is a Participating Employer in the Plan. With the consent of the Company, by action of the Board, any other Affiliate may also become a Participating Employer in the Plan effective as of a date specified by it in its adoption of the Plan. Also with such consent, any such adopting Affiliate may modify the provisions of the Plan as they shall be applicable to its employees. Any Successor Employer to a Participating Employer shall also be a Participating Employer in the Plan. Effective as of January 1, 2020, the other Participating Employers are:

Fidelity National Capital, Inc.

Gateway One Lending & Finance, LLC

Great Lakes Mortgage Company

Great Lakes Mortgage LLC

Republic Capital Funding Corp. I

Republic Development, Inc.

Standard Financial Mortgage Corporation

TCB Air, Inc.

TCF Agency, Inc.

TCF Agency Wisconsin, Inc.

TCF Consumer Financial Services, Inc.

TCF Financial Insurance Agency, Inc.

TCF Financial Insurance Agency Illinois, Inc.

TCF Financial Insurance Agency Michigan, Inc.

TCF Financial Insurance Agency Wisconsin, Inc.

TCF Financial Services, Inc.

TCF Mortgage Corporation

TCF National Bank

TCF National Bank Colorado

TCF Real Estate Financial Services, Inc.

TCF Securities, Inc.

Winthrop Resources Corporation

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Sec. 2.24 Plan Administrator. The “Plan Administrator” for purposes of the Plan is the Company.

Sec. 2.25 Plan Year. A “Plan Year” is a calendar year.

Sec. 2.26 Predecessor Employer. Any corporation, partnership, firm, or individual, a substantial part of the assets and employees of which are acquired by a successor, is a “Predecessor Employer” if named in this section and subject to any conditions and limitations with respect thereto imposed by this section; provided, however, that any such corporation, partnership, firm, or individual may be named as a Predecessor Employer only if all of its employees who become employees of the successor at the time of the acquisition and Participants hereunder are treated uniformly, the use of service with such Predecessor Employer does not produce discrimination in favor of Highly Compensated Employees, and there is no duplication of pension benefits for such service. To be considered a Predecessor Employer, the acquisition of assets and employees of a corporation, partnership, firm, or individual must be by a Participating Employer, by an Affiliate, or by another Predecessor Employer. Any other employer shall be a Predecessor Employer if so required by regulations prescribed by the Secretary of the Treasury or his delegate. As of November 30, 2011, the Predecessor Employers are:


(a)	First Federal Savings and Loan Association of Mankato;


(b)	Carlton County Federal Savings and Loan Association;


(c)	Northland Federal Savings and Loan Association;


(d)	St. Peter Savings and Loan Association;


(e)	Pipestone Federal Savings and Loan Association;


(f)	Northern Federal Savings and Loan Association;


(g)	First Fidelity Savings and Loan;


(h)	Express Teller, Inc.;


(i)	Financial Data Products, Inc.;


(j)	Old GLBC (as defined in Sec. 2.16);


(k)	Bank of Chicago, s.s.b.;


(l)	Winthrop Resources Corporation,


(m)	Standard Financial, Inc., Standard Federal Bank for savings and Standard Financial Mortgage Corporation; and


(n)	Gateway One Lending & Finance, LLC.


(o)	Equipment Financing & Leasing Corporation.

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Sec. 2.27 Qualified Employee. “Qualified Employee” means any employee of a Participating Employer, subject to the following:


(a)	An employee is not a Qualified Employee prior to the date as of which the employee’s employer becomes a Participating Employer.


(b)	A nonresident alien within the meaning of Code section 7701(b)(1)(B) while not receiving earned income (within the meaning of Code section 911(d)(2)) from a Participating Employer which constitutes income from sources within the United States (within the meaning of Code section 861(a)(3)) is not a Qualified Employee.


(c)	An employee is not a Qualified Employee unless services are performed within the continental United States (including Alaska) or Hawaii, or the principal base of operations to which the employee frequently returns is within the continental United States (including Alaska) or Hawaii.

(d)

For purposes of this Plan, an individual shall be considered an “employee” only for such periods as the individual is classified as such on the payroll records of the Participating Employer. An individual shall be deemed not to be an employee for purposes of this plan at any time that the individual is classified by such Employer, in its sole discretion, as an independent contractor, a leased employee, a temporary agency employee or in any other status which is not a regular employment status. In the event that an individual is subsequently reclassified as an employee on a Participating Employer’s records, benefits under this Plan will continue to be based on the classifications that were in effect at the time the individual’s services were rendered.

Sec. 2.28 Republic ESOP; Republic. The “Republic ESOP” is the Republic Capital Group, Inc. Employees Stock Ownership Plan which was amended and restated and merged with the TCF Employees Stock Ownership Plan ‑ 401(k) effective October 1, 1993. “Republic” is Republic Capital Group, Inc. or any subsidiary thereof. Republic merged with TCF Financial effective April 21, 1993.

Sec. 2.29 Successor Employer. A “Successor Employer” is any entity that succeeds to the business of a Participating Employer through merger, consolidation, acquisition of all or substantially all of its assets, or any other means and which elects before or within a reasonable time after such succession, by appropriate action evidenced in writing, to continue the Plan; provided, however, that in the case of such succession with respect to any Participating Employer other than the Company, the acquiring entity shall be a Successor Employer only if consent thereto is granted by the Company, by action of the Board.

Sec. 2.30 TCF Financial Corporation or TCF Financial. “TCF Financial Corporation” or “TCF Financial” means TCF Financial Corporation, a Delaware corporation. Effective August 1, 2019, TCF Financial Corporation was merged into Chemical Financial Corporation, which was then renamed TCF Financial Corporation. After the date of the merger, “TCF Financial Corporation” or “TCF Financial” means the new TCF Financial Corporation, also a Delaware corporation.

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Sec. 2.31 TCF Financial Stock. “TCF Financial Stock” means common stock of TCF Financial Corporation or such other qualifying employer securities, as defined in Code section 4975(e)(8), as are designated for purchase by TCF Financial under the Plan. Effective August 1, 2019, TCF Financial Corporation was merged into Chemical Financial Corporation, and shares of TCF Financial Corporation common stock were exchanged for shares of Chemical Financial Corporation common stock. Chemical Financial Corporation was then renamed TCF Financial Corporation. After the date of the merger, “TCF Financial Stock” means common stock of the new TCF Financial Corporation or such other qualifying employer securities, as defined in Code section 4975(e)(8), as are designated for purchase by TCF Financial under the Plan.

Sec. 2.32 Top-Heavy Plan. “Top‑Heavy Plan” is defined in Article XIV.

Sec. 2.33 Unallocated Reserve. “Unallocated Reserve” means that portion of the Fund which consists of shares of TCF Financial Stock (and dividends thereon) acquired with the proceeds of an Exempt Loan and which are held in suspense pending allocation to Participants’ Accounts pursuant to Articles VI and XI.

Sec. 2.34 Valuation Date. “Valuation Date” means the date on which the Investment Funds and Accounts are valued as provided in Article VII. Each day on which the New York Stock Exchange is open for business is a “Valuation Date.”

Sec. 2.35 401(k) Contribution. “401(k) Contribution” means the amount contributed by a Participating Employer under Sec. 5.1(a) at the election of individual Participants. A 401(k) Contribution may be either a Pre-tax 401(k) Contribution or a Roth 401(k) Contribution. A “Roth 401(k) Contribution” is a 401(k) Contribution with respect to which a Roth designation has been made at the time of an election under Sec. 5.1 and such contributions will be treated as after-tax contributions for federal income tax purposes and included at the gross income of the Participant for federal income tax purposes at the time of deferral in accordance with Code section 402A. A “Pre-tax 401(k) Contribution” is a 401(k) Contribution other than a Roth 401(k) Contribution and, as such, is intended to qualify for exclusion from the Participant’s gross income under Code section 402(e)(3) as a result of the Plan’s compliance with Code section 401(k). Prior to January 1, 2018, all 401(k) Contributions were Pre-tax 401(k) Contributions (previously referred to as “Tax-deferred Deposits” under the terms of the Plan in effect prior to April 25, 2017). Effective January 1, 2018, pursuant to Sec. 5.1 and Sec. 5.2, an Active Participant is allowed to designate his or her 401(k) Contributions as being Roth 401(k) Contributions or, in the absence of such designation, Pre-tax 401(k) Contributions. Any designation made by a Participant will be irrevocable after the Compensation to which the election relates becomes payable until changed in accordance with Sec. 5.1(a) with respect to future Compensation (a retroactive designation or recharacterization is not permitted).

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ARTICLE III

SERVICE DEFINITIONS

Sec. 3.1 Employment Commencement Date. “Employment Commencement Date” means the date on which an employment relationship begins with a Participating Employer (whether before or after the Participating Employer becomes such), an Affiliate or a Predecessor Employer. The employment relationship begins on the date the employee first completes an hour of service for the employer, rather than on the date of hire.

Sec. 3.2 Termination of Employment. The “Termination of Employment” of an employee for purposes of the Plan shall be deemed to occur upon such employee’s resignation, discharge, retirement, death, failure to return to active work at the end of an authorized leave of absence or the authorized extension or extensions thereof, failure to return to work when duly called following a temporary layoff, or upon the happening of any other event or circumstance which, under the policy of the employee’s Participating Employer, Affiliate, or Predecessor Employer as in effect from time to time, results in the termination of the employer‑employee relationship; provided, however, that Termination of Employment shall not be deemed to occur upon a transfer between any combination of Participating Employers, Affiliates, and Predecessor Employers. Any transfer of employment from an association or other entity to the Company which occurs as a result of the merger of said association or other entity with the Company or the acquisition of said association or other entity by the Company and which occurs as of the date of such merger or acquisition is not a Termination of Employment. Notwithstanding the foregoing, for the purpose of determining a Participant’s entitlement to receive a distribution of elective deferrals, qualified nonelective contributions, qualified matching contributions, and earnings attributable to these contributions, Termination of Employment shall mean a severance from employment within the meaning of Code section 401(k)(2)(B)(i)(I).

Sec. 3.3 Recognized Break in Service. A “Recognized Break in Service” is a period of at least 12 consecutive months duration which begins on the day on which an employee’s Termination of Employment occurs. A Recognized Break in Service ends on the day on which an employment relationship is again established with a Participating Employer, an Affiliate or a Predecessor Employer.


(a)	If an individual is absent from work for maternity or paternity reasons, and the absence begins on or after January 1, 1985, the 12‑month period beginning with the first day of such absence shall not be included in a Recognized Break In Service.

(b)

For purposes of subsection (a), an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the individual, (ii) by reason of a birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.


(c)	With respect to Participants who at any time were Republic employees, a Recognized Break in Service begins prior to October 1, 1993 on the same date that it began under

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the Republic ESOP, as reflected in the trustee’s records for the Republic ESOP and ends on the date such employee returned to work with Republic or on or after October 1, 1993, with another Participating Employer or as reflected on the trustee’s records for the Republic ESOP if such return to work occurred before October 1, 1993.

(d)

With respect to participants who at any time were employees of Great Lakes Bancorp, Old GLBC or subsidiaries thereof, a Recognized Break in Service begins prior to January 1, 1996 on the same date that it began under the Great Lakes Bancorp ESOP, as reflected in the trustee’s or administrator’s records for the Great Lakes Bancorp ESOP, and ends on the date such employee returned to work with Great Lakes Bancorp, old GLBC or an affiliated company thereof, as reflected on the trustee’s or administrator’s records, if prior to January 1, 1996, or returns to work with a Participating Employer or an Affiliate on or after January 1, 1996.

Sec. 3.4 Elapsed Time. An employee’s “Elapsed Time” is equal to the aggregate time elapsed between the employee’s Employment Commencement Date and the most recent Termination of Employment of such employee or any other date as of which a determination of Elapsed Time is to be made, expressed in years and days, reduced as provided in the following subsections (a) and (b), increased as provided in the following subsection (c) and adjusted as provided in subsections (d), (e), and (f):

(a) All Recognized Breaks in Service shall be subtracted from Elapsed Time.

(b)

If (i) an individual has had a Recognized Break in Service of 60 months or longer in duration; (ii) such Recognized Break in Service is equal to or longer than the individual’s Elapsed Time prior to such Break; and (iii) the individual had no right to a vested benefit under this Plan or under the TCF Employees Savings- Investment Plan based on employer contributions at the time the Break occurred, all Elapsed Time prior to the Recognized Break in Service shall be disregarded. In determining whether any Recognized Break in Service is equal to or longer than the individual’s Elapsed Time prior to the Break, the Elapsed Time prior to the Break shall not include any Elapsed Time disregarded under this section because of any previous Recognized Break in Service.


(c)	If an individual has service as a Qualified Employee and previous to, or subsequent to, such service the individual was a leased employee (as defined in Code section 414(n)(2), but without regard to section 414(n)(2)(B)), the service as such leased employee shall be recognized as service as an employee for purposes of determining Elapsed Time.


(d)	For a Participant who was an employee of Republic, Elapsed Time prior to October 1, 1993 shall equal the employment service with which such employee was credited under the Republic ESOP as of September 30, 1993, as reflected in the trustee’s records for the Republic ESOP, converted into years and days.


(e)	For a Participant who was an employee of Great Lakes Bancorp, Old GLBC or an affiliated company thereof, Elapsed Time prior to January 1, 1996 shall equal the

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employment service with which such employee was credited under the Great Lakes Bancorp ESOP as of December 31, 1995, as reflected in the trustee’s or administrator’s records for the Great Lakes Bancorp ESOP, converted into years and days.

(f)

The Elapsed Time of a Bank of America Employee shall include the period of service that was credited to such employee on the Closing Date of the BA Branch Agreement for the purpose of determining such employee’s vested interest in the BankAmerica 401(k) Investment Plan, but not including any special rules relating to divestitures (such as, but not limited to, rules giving increased or 100% vesting to employees terminated in divestitures), as such period of service is reported by the plan administrator for the BankAmerica 401(k) Investment Plan. A “Bank of America Employee” is an individual who was an “Employee” of Bank America, FSB or an “Affiliate” (as such terms are defined in the BA Branch Agreement), and who was hired by a Participating Employer on the Closing Date, or Employees (as defined in the BA Branch Agreement) who began working for a Participating Employer prior to the Closing Date (“Transitional Employees”), but in no event earlier than January 5, 1998, or those Employees (as the term is defined in the BA Branch Agreement) on medical leave, family leave, military leave or personal leave under BA policies who became employed by TCF National Bank Illinois or an affiliated company pursuant to Section 2.4 of the BA Branch Agreement, but in any event no later than six months after the Closing Date.


(g)	For a Participant who was an employee of VGM, Inc., Elapsed Time shall include such Participant's employment service with VGM, Inc. prior to March 22, 2004 that would have been credited under this Plan, had VGM, Inc. then been a Participating Employer.


(h)	For a Participant who was an employee of Fidelity National Capital, Inc., Elapsed Time shall include such Participant's employment service with Fidelity National Capital, Inc. prior to September 25, 2009 that would have been credited under this Plan, had Fidelity National Capital, Inc. then been a Participating Employer.

For purposes of converting days into years, 365 days constitute one year.

Sec. 3.5 Years of Vesting Service. An employee’s Years of Vesting Service are equal to the employee’s Elapsed Time, except that for periods prior to October 1, 1999, there shall be excluded any calendar month of Elapsed Time for which the employee had the opportunity to make a 401(k) Contributions to the Plan and failed to do so. An employee’s periods of Elapsed Time not excluded under this section shall be aggregated, whether or not they are successive, to determine the employee’s number of whole Years of Vesting Service, on the basis that 12 months equal one year. Years of Vesting Service for Bank of America Employees who become Participants in this Plan who transferred to a Participating Employer shall include their Service under the BankAmerica 401(k) Investment Plan for vesting purposes, but not including any special vesting rules relating to divestitures (such as, but not limited to, rules giving increased or 100% vesting to employees terminated in divestitures), as reported by the plan administrator for such plan.

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Sec. 3.6 Qualified Military Service. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code.

ARTICLE IV

PLAN PARTICIPATION

Sec. 4.1 Entry Date. “Entry Date” means any payroll date during a Plan Year.

Sec. 4.2 Eligibility for Participation. Eligibility to participate in the Plan shall be determined in accordance with the following:

(a)

A Qualified Employee of a Participating Employer who was a Participant prior to December 31, 2019 shall continue to be eligible to make 401(k) Contributions. An employee of a Participating Employer who was not a Participant prior to December 31, 2019, will be eligible to become a Participant in the Plan for the limited purpose of making 401(k) Contributions on the earliest date on which the employee is a Qualified Employee. The provisions of this Plan relating to Matching Contributions shall not apply to any such employee until the employee is eligible to become a Participant in the Plan for the purpose of receiving Matching Contributions pursuant to subsection (b).

(b)

A Qualified Employee of a Participating Employer who was a Participant eligible to receive Matching Contributions prior to January 1, 2020 shall continue to be eligible to receive Matching Contributions. On and after January 1, 2020, any other Qualified Employee of a Participating Employer will be eligible to become a Participant in the Plan for the purpose of receiving Matching Contributions on the later of January 1, 2020, or the earliest Entry Date following date on which both of the following requirements are met:


(1)	The employee is a Qualified Employee.


(2)	The date the employee is credited with at least 180 days of Elapsed Time.


(c)	If a former Participant is reemployed as a Qualified Employee, the employee will be eligible to become a Participant again on the date the employee is rehired.


(d)	If a former employee who was not previously a Participant is reemployed as a Qualified Employee before incurring a Recognized Break in Service, and met the applicable requirements of subsection (b) on the immediately preceding Entry Date, the former employee will be eligible to become a Participant for the purpose of receiving Matching Contributions on the date the former employee is rehired.


(e)	If an employee of a Participating Employer or an Affiliate who is not a Qualified Employee is transferred to a position in which the employee is a Qualified Employee, and if the employee met the applicable requirements of subsection (b) on the Entry Date preceding his transfer, the employee will be eligible to become a Participant

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on the next Entry Date after the date of the transfer, provided the employee is still a Qualified Employee on that date.


(f)	If a Qualified Employee is transferred to a non‑Qualified Employee position, such an individual is not eligible to make 401(k) Contributions to the Plan while employed in a non‑Qualified Employee position and 401(k) Contributions or After-tax Contributions the individual elected before the transfer shall cease as of the transfer date.


(g)	If a former employee who was not previously a Participant is reemployed following a Recognized Break in Service of 60 months or longer, and if the length of the Recognized Break in Service equals or exceeds the employee’s total Elapsed Time prior to the break, service prior to such break shall not be recognized for purposes of this section.


(h)	An individual who was a participant in a Merged Plan and whose account in the Merged Plan was transferred to this Plan shall become a Participant in this Plan upon the effective date of the plan merger, if not otherwise a Participant prior to the plan merger.

Sec. 4.3 Enrollment. An eligible employee shall be enrolled as a Participant in the Plan for the purposes of making 401(k) Contributions or receiving Matching Contributions on the first administratively feasible date determined pursuant to Sec. 5.1(a).

Sec. 4.4 Duration of Participation. A Participant will continue to be such until the later of (i) the date the Participant incurs a Termination of Employment, or (ii) the date all benefits, if any, to which the Participant is entitled under the Plan have been distributed.

Sec. 4.5 No Guarantee of Employment. Participation in the Plan does not constitute a guarantee or contract of employment with the employee’s Participating Employer. Such participation shall in no way interfere with any rights the Participating Employer would have in the absence of such participation to determine the duration of the employee’s employment with the Participating Employer.

ARTICLE V

EMPLOYEE CONTRIBUTIONS

Sec. 5.1 Contributions Permitted. Each Active Participant may elect to have 401(k) Contributions made to the Plan by the Participant’s Participating Employer, and may elect to make After‑tax Contributions to the Plan, subject to the following:


(a)	401(k) Contributions.


(1)	An Active Participant may elect to have 401(k) Contributions made on his or her behalf commencing as soon as administratively feasible following the date on which the Participant first becomes eligible to make 401(k) Contributions; provided that the Participant has filed the election prior to

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such commencement date during the election period established by the Company. 401(k) Contributions shall be in whole percentages of the Participant’s Basic Compensation for each payroll period and may not exceed 50% of the Participant’s Basic Compensation for any payroll period. An Active Participant who was automatically enrolled in the Plan prior to October 1, 2015 shall be deemed to have elected to continue to have Pre-tax 401(k) Contributions made on his or her behalf in an amount equal to the same percentage of the Participant’s Basic Compensation for each payroll period in effect prior to October 1, 2015, unless and until the Participant has made a new election after said date in accordance with Sec. 5.2. An Active Participant who was making Elective Contributions under the Chemical Financial Corporation 401(k) Savings Plan as of December 31, 2019, shall be deemed to have elected 401(k) Contributions to this Plan (and the same type of 401(k) Contributions) at the same percentage of the Participant’s Basic Compensation on and after January 1, 2020, until the Participant elects otherwise in accordance with Sec. 5.2.


(2)	A Participant’s Basic Compensation from a Participating Employer for each payroll period shall be reduced by an amount equal to the 401(k) Contributions that are made on behalf of the Participant for such payroll period. The Participating Employer shall contribute such amount as a 401(k) Contribution on behalf of the Participant.

(3)

Notwithstanding the foregoing, no Participant shall be permitted to have elective deferrals made under this Plan, or any other qualified plan maintained by any Participating Employer or Affiliate during any taxable year, in excess of the dollar limitation contained in Code section 402(g) in effect for such taxable year, except to the extent permitted under Code section 414(v), if applicable. 401(k) Contributions shall cease at the point that the limit is reached during a quarter. The limit under Code section 402(g) shall be adjusted for each calendar year for any cost of living increases provided for that year in accordance with regulations of the Secretary of the Treasury. 401(k) Contributions are treated as employer contributions subject to the limitations applicable to such contributions under Article VI.


(b)	After‑tax Contributions. After‑tax Contributions by a Participant were permitted with respect to payroll periods ending prior to April 1, 2006. After‑tax Contributions may not be made by a Participant with respect to payroll periods ending after April 1, 2006.

(c)

Catch-Up Contributions. Qualified Employees who are eligible to make elective deferrals under this Plan and who will have attained age 50 before the close of the taxable year (the calendar year) that coincides with the Plan Year shall be eligible to make catch-up contributions for the Plan Year in accordance with, and subject to the limitations of, Code section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code section 402(g) and 415. The Plan shall not be treated

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as failing to satisfy the provisions of the Plan implementing the requirements of Code sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such catch-up contributions.

The designated percentage of Basic Compensation shall be contributed each payroll period from the payment or payments of Basic Compensation during the payroll period. Such contributions, and any Participant elections relating thereto, shall be made in accordance with such rules and regulations as the Company may provide from time to time; provided, however, that such rules shall be uniform and nondiscriminatory as to all employees of a given Participating Employer, and they shall require that a Participant’s elections with respect to 401(k) Contributions be received by the Company prior to the date on which the Basic Compensation to which they relate has been paid (or has otherwise been made currently available) to the Participant.

Sec. 5.2 Employee Contribution Elections. As of any payroll date, an Active Participant may elect to do any of the following: increase or decrease the rate of 401(k) Contributions to any rate permitted under Sec. 5.1, discontinue contributions, or commence or recommence making contributions. Additionally, a Participant may elect as of any payroll date to designate all or any portion of his or her 401(k) Contributions as Roth 401(k) Contributions. In the absence of an affirmative designation by the Participant, the Participant’s 401(k) Contributions shall be treated irrevocably as Pre-tax 401(k) Contributions. To be effective, such elections shall be made in accordance with such rules and regulations as the Company may provide from time to time; provided, however, that such rules shall be uniform and nondiscriminatory as to all employees of a given Participating Employer, and they shall require that a Participant’s elections be received by the Company prior to the date on which the Basic Compensation to which they relate has been paid (or has otherwise been made currently available) to the Participant.

Sec. 5.3 Payment to Funding Agency. The Participating Employers shall cause employee contributions to be paid to a Funding Agency designated by TCF Financial as soon as they can reasonably be segregated from the Participating Employers’ general assets, but in no event later than the 15th business day of the month following the month in which the contributions are received or withheld by the Participating Employer.

Sec. 5.4 Allocation of 401(k) Contributions and After‑tax Contributions. Pre-tax 401(k) Contributions made on behalf of a Participant shall be allocated to the Participant’s Pre-Tax Employee & QNEC Account. Roth 401(k) Contributions made on behalf of a Participant shall be allocated to the Participant’s Roth 401(k) Account. After‑tax Contributions made by a Participant shall be allocated to the Participant’s After‑tax Account. Contributions shall be reflected in Accounts as provided in Article VII. The Company shall not permit any employee contributions to be made (and shall cause such contribution to be refunded if it is made by mistake) if at the time such contribution is made it causes the limitation on benefits and contributions under section 415 of the Code to be exceeded.

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Sec. 5.5 Satisfaction of Code Section 401(k).


(a)	Safe Harbor. In the case of Active Participants who are not Early Participants (described in subsection (b)), the Plan is intended to satisfy the safe harbor requirements of Code section 401(k)(12). Accordingly, it is not necessary to satisfy the average deferral percentage test requirements of Code section 401(k) for that particular group of employees.

(b)

Early Participants. An “Early Participant” is an Active Participant who is ineligible to receive a Matching Contribution for a Plan Year pursuant to Sec. 4.2(b) because such Active Participant has not completed 180 days of Elapsed Time. With respect to Early Participants, an average deferral percentage shall be calculated, and Active Participants described in subsection (a) shall be disregarded in calculating the average deferral percentage. The remainder of this subsection (b) shall be applied separately and solely with respect to Early Participants who are disaggregated pursuant to Treasury Regulation § 1.401(k)-3(h)(3).


(1)	Each Plan Year, the “deferral percentage” will be calculated for each Early Participant. Each Early Participant’s deferral percentage is calculated by dividing the amount referred to in subparagraph (A) by the amount referred to in subparagraph (B):

(A)

The total 401(k) Contributions (including excess 401(k) Contributions of Highly Compensated Employees distributed under Sec. 5.7, but excluding excess 401(k) Contributions of Non-Highly Compensated Employees that arise solely from contributions made under plans of the Participating Employers or Affiliates and excluding any catch-up contributions made in accordance with Sec. 5.1(c)), if any, allocated to the Early Participant’s Account with respect to the Plan Year.

(B)

The Early Participant’s Compensation with respect to the Plan Year. For purposes of this section, an Early Participant’s “Compensation” for the Plan Year means compensation determined according to a definition selected by the Company for that year which satisfies the requirements of Code section 414(s). The same definition of Compensation shall be used for all Early Participants for a particular Plan Year, but different definitions may be used for different Plan Years. The Company shall also determine whether Compensation includes or does not include the 401(k) Contributions to this Plan and any contributions made pursuant to a salary reduction agreement by or on behalf of the Participant to any other plan which meets the requirements of Code sections 125, 132(f)(4), 401(k), 402(h)(1)(B), or 403(b), and whether or not it includes amounts paid prior to the date an individual became a Participant. Compensation shall be subject to the limit provided under Sec. 2.5(d).

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(2)

Each Plan Year, the average deferral percentage for Early Participants who are Highly Compensated Employees and the average deferral percentage for Early Participants who are Non-Highly Compensated Employees will be calculated. The deferral percentage for each Early Participant and the average deferral percentage for a particular group of employees shall be calculated to the nearest one-hundredth of one percent. The average deferral percentage for Early Participants who are Non‑Highly Compensated Employees that is used in applying this section for a particular Plan Year shall be the percentage determined for the current Plan Year.


(3)	If the requirements of either subparagraph (A) or (B) are satisfied, then no further action is needed under this subsection (b):


(A)	The average deferral percentage for Early Participants who are Highly Compensated Employees is not more than 1.25 times the average deferral percentage for Early Participants who are Non-Highly Compensated Employees.

(B)

The excess of the average deferral percentage for Early Participants who are Highly Compensated Employees over the average deferral percentage for Early Participants who are Non-Highly Compensated Employees is not more than two percentage points, and the average deferral percentage for such Highly Compensated Employees is not more than 2 times the average deferral percentage for such Non-Highly Compensated Employees.


(4)	If neither of the requirements of paragraph (3) is satisfied, then the 401(k) Contributions with respect to Early Participants who are Highly Compensated Employees shall be reduced as follows:

(A)

The total reduction amount for purposes of this paragraph (4) shall be determined as the excess of (i) the aggregate dollar amount of 401(k) Contributions actually taken into account in computing the deferral percentages for such Highly Compensated Employees for the Plan Year over (ii) the maximum dollar amount of 401(k) Contributions for such Highly Compensated Employees permitted under paragraph (3) (determined by hypothetically reducing 401(k) Contributions made on behalf of such Highly Compensated Employees in order of the deferral percentages, beginning with the greatest of such percentages).


(B)	The 401(k) Contributions of such Highly Compensated Employees who have the greatest dollar amount of 401(k) Contributions for the Plan Year shall be reduced to the extent necessary to reduce the amount to the next lower dollar amount of 401(k) Contributions contributed for such Highly Compensated Employee, unless a lesser reduction would be sufficient to equal the remaining total reduction

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amount. For purposes of this subparagraph (B), the greatest dollar amount is determined after distribution of any excess 401(k) Contributions under Sec. 5.7.

(C)

If the reduction in subparagraph (B) above does not result in aggregate reductions equal to the total reduction amount in subparagraph (A) above, this method of reductions shall be repeated one or more additional times until the aggregate amount of the reductions under this subsection is an amount equal to the total reduction amount in subparagraph (A). Notwithstanding anything in the foregoing provisions of this subsection to the contrary, such reduction shall be made in accordance with the methodology prescribed in Treasury Regulation § 1.401(k)-2(b)(2).

Notwithstanding the foregoing provisions of this paragraph (4), if an Early Participant who is a Highly Compensated Employee who is to have his or her 401(k) Contributions reduced for a Plan Year pursuant to this paragraph (4) is also eligible to make catch-up contributions under Sec. 5.1(c) and has not otherwise made the maximum catch-up contribution allowed for the Plan Year, then so much of such reduction amount as does not cause the catch-up contribution to exceed the maximum catch-up contribution allowed for the Early Participant for the Plan Year shall instead be recharacterized as catch-up contributions for the Early Participant for the Plan Year.

(5)

At any time during the Plan Year, the Company may make an estimate of the amount of 401(k) Contributions by Early Participants who are Highly Compensated Employees that will be permitted under this section for the year and may reduce the percent specified in Sec. 5.1 for such Participants to the extent the Company determines in its sole discretion to be necessary to satisfy at least one of the requirements in paragraph (3) above.


(6)	If 401(k) Contributions with respect to an Early Participant who is a Highly Compensated Employee are reduced pursuant to paragraph (4), the excess 401(k) Contributions shall be distributed, subject to the following:


(A)	For purposes of this subsection, “excess 401(k) Contributions” mean the amount by which 401(k) Contributions for Early Participants who are Highly Compensated Employees have been reduced under paragraph (4), but does not include any amounts recharacterized as catch-up contributions.

(B)

Excess 401(k) Contributions (adjusted for income or losses allocable thereto as specified in subparagraph (C) below, if any) shall be distributed to Participants on whose behalf such excess contributions were made for the Plan Year no later than the last day of the following Plan Year. Furthermore, the Company shall attempt to distribute such amount by the 15th day of the third month following the Plan Year

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for which the excess contributions were made to avoid the imposition on the Participating Employers of an excise tax under Code section 4979.


(C)	Income or losses allocable to excess 401(k) Contributions shall be equal to the amount of income or loss allocable to such excess amount for the Plan Year pursuant to Sec. 7.2.

(D)

The amount of excess 401(k) Contributions and income or losses allocable thereto which would otherwise be distributed pursuant to this subsection shall be reduced, in accordance with regulations, by the amount of excess 401(k) Contributions and income or losses allocable thereto previously distributed to the Early Participant pursuant to Sec. 5.7 for the calendar year ending with or within the Plan Year.


(E)	If a Highly Compensated Employee whose 401(k) Contributions must be reduced pursuant to this subsection had both Pre-tax 401(k) Contributions and Roth 401(k) Contributions during the Plan Year, the amount reduced pursuant to this subsection shall consist first of the Participant’s Roth 401(k) Contributions.


(7)	The deferral percentage for any Early Participant who is a Highly Compensated Employee for the Plan Year, and who is eligible to participate in two or more plans with cash or deferred arrangements described in Code section 401(k) to which any Participating Employer or Affiliate contributes, shall be determined pursuant to applicable Treasury regulations.


(8)	If two or more plans which include cash or deferred arrangements are considered as one plan for purposes of Code section 401(a)(4) or Code section 410(b), the cash or deferred arrangements shall be treated as one for the purposes of applying the provisions of this section unless mandatorily disaggregated pursuant to regulations under Code section 401(k).

(9)

If the entire Account balance of an Early Participant who is a Highly Compensated Employee has been distributed during the Plan Year in which an excess arose, the distribution shall be deemed to have been a corrective distribution of the excess and income attributable thereto to the extent that a corrective distribution would otherwise have been required under paragraph (6) of this subsection or Sec. 5.7.


(10)	A corrective distribution of excess 401(k) Contributions under paragraph (6) of this subsection or Sec. 5.7 may be made without regard to any notice or Participant or spousal consent required under Article VIII or X.


(11)	In the event of a complete termination of the Plan during the Plan Year in which an excess arose, any corrective distribution under paragraph (6) of this

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subsection shall be made as soon as administratively feasible after the termination, but in no event later than 12 months after the date of termination.

Sec. 5.6 Adjustment of Contributions Required by Code Section 401(m). For each Plan Year beginning on or after January 1, 2016, the Plan is intended to satisfy the safe harbor requirements of Code section 401(m)(11). Accordingly, it is not necessary to satisfy the average contribution percentage test requirements of Code section 401(m).

Sec. 5.7 Return of Excess 401(k) Contributions. If a Participant’s 401(k) Contributions under this Plan plus amounts excluded from income under Code section 402(e)(3) by the Participant under any other plan which meets the requirements of Code section 401(k) exceed the Code section 402(g) limit for any calendar year, the Participant must notify the Company by March 1 of the year following the year in which the amounts were deferred of the amount of such excess deferral contributions to be allocated to this Plan. The Company shall refund any such excess 401(k) Contributions and the earnings on the excess to the Participant by April 15 of the year following the year in which the deferral was made. If the Participant has both Pre-tax and Roth 401(k) Contributions for the Plan Year, the Participant may specify whether the excess to be distributed is to consist of Pre-tax 401(k) Contributions or Roth 401(k) Contributions (or some combination thereof), and in the absence of a specific direction, the excess will consist first of Roth 401(k) Contributions. A Participant is deemed to have notified the Company and to have allocated to this Plan any excess deferral contributions that arise by taking into account only those 401(k) Contributions made to this Plan and to any other plans of the Company and its Affiliates. The earnings attributable to excess 401(k) Contributions refunded pursuant to this Sec. 5.7 shall be determined in any reasonable manner permitted by regulations under Code section 402(g) as of the last day of the Plan Year with respect to which such 401(k) Contributions were contributed, provided, that earnings attributable to excess 401(k) Contributions contributed with respect to the Plan Year ended December 31, 2007 shall be determined as of a date that is not more than seven days prior to the date on which such excess 401(k) Contributions are refunded.

ARTICLE VI

EMPLOYER CONTRIBUTIONS

Sec. 6.1 Source. Contributions in support of this Plan are not limited by or subject to the existence of current or accumulated earnings or profits. Contributions may be made in the form of TCF Financial Stock or cash.

Sec. 6.2 Matching Contributions. The Participating Employers will match each Participant’s 401(k) Contributions under Sec. 5.1(a), as follows:

(a)

Payroll Period Matching. For each payroll period ending on or after January 1, 2020, for which 401(k) Contributions are made for Participants, the Participating Employers shall make Matching Contributions on behalf of the Participants in their employ in an amount equal to 100% of the Participant’s 401(k) Contributions that does not exceed 5% of the Participant’s Basic Compensation for the payroll period.

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(b)	Time of Contribution. The Participating Employers shall pay Matching Contributions to a Funding Agency designated by the Company as soon as reasonably possible after the payroll period to which they relate.

(c)

No Matching Contributions for Excess 401(k) Contributions; Correction of Errors. Notwithstanding the foregoing subsections (a) and (b), no Matching Contribution will be made with respect to any amount by which the Participant’s contributions must be reduced pursuant to Sec. 5.7. Any Matching Contribution made in error with respect to any 401(k) Contributions, shall be placed in suspense and applied to reduce future Matching Contributions.

Sec. 6.3 Allocation of Matching Contributions. The Matching Contributions made by a Participating Employer for a payroll period shall be allocated to the Participants on behalf of whom they are made. Matching Contributions that are allocated to a Participant shall be applied as follows:


(a)	Non‑leveraged Plan. If there is no currently outstanding Exempt Loan under the Plan, the Matching Contribution determined for the Participant under this Sec. 6.3 shall be allocated to such Participant’s Matching Account.

(b)

Leveraged Plan. If there is a currently outstanding Exempt Loan under the Plan, Matching Contributions shall be applied to the repayment of any current amounts due under such loan and the number of shares of TCF Financial Stock released from encumbrance by the amount of the Matching Contribution determined for the Participant under this Sec. 6.3 shall be allocated to such Participant’s Matching Account. Any portion of such a Matching Contribution which is not applied to the payment of obligations under an Exempt Loan shall be allocated as provided in subsection (a).

Sec. 6.4 Application of Forfeitures to Reduce Future Employer Matching Contributions. Any Forfeiture arising, to the extent not applied as provided in Sec. 9.2(b) to the reinstatement of Accounts, shall be applied as provided in this paragraph. Such Forfeitures shall be treated as Matching Contributions under Sec. 6.2 for the Plan Year in which they are recognized, and shall reduce the amount of Matching Contributions otherwise due under Sec. 6.2. They shall be allocated to the Accounts of Participants the same as other Matching Contributions.

Sec. 6.5 Limitation on Employer Contributions. In no event shall the amount of a Participating Employer’s contributions under the Plan for any Plan Year exceed the lesser of:


(a)	The maximum amount allowable as a deduction in computing its taxable income for that Plan Year for federal income tax purposes.


(b)	The aggregate amount of the contribution by such Participating Employer that may be allocated to Accounts of Participants under the provisions of Sec. 6.6.

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Sec. 6.6 Limitation on Allocations.

(a)

Participants in Only One Plan. If a Participant does not participate in, and has never participated in another qualified defined contribution plan maintained by the Employer; a welfare benefit fund, as defined in Code section 419(e), maintained by the Employer; an individual medical account, as defined in Code section 415(l)(2) of the Code, maintained by the Employer; or a simplified employee pension, as defined in Code section 408(k), maintained by the Employer, which provides an Annual Addition as defined in subsection (c)(1), the amount of Annual Additions which may be credited to the Participant’s Account for any Limitation Year shall not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in this Plan. If the Employer contribution that would otherwise be contributed or allocated to a Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or allocated shall be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount.

(b)

Participants in Multiple Plans. This section applies if, in addition to this Plan, a Participant is covered under another qualified defined contribution plan maintained by the Employer, a welfare benefit fund maintained by the Employer, an individual medical account maintained by the Employer, or a simplified employee pension maintained by the Employer, that provides an Annual Addition as defined in subsection (c)(1) during any Limitation Year. The Annual Additions that may be credited to a Participant’s Account under this Plan for any such Limitation Year shall not exceed the Maximum Permissible Amount reduced by the Annual Additions credited to the Participant’s Account under the other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions for the same Limitation Year. If the Annual Additions with respect to the Participant under other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions maintained by the Employer are less than the Maximum Permissible Amount and the Employer contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated shall be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with respect to the Participant under such other qualified defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pensions in the aggregate are equal to or greater than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant’s Account under this Plan for the Limitation Year. For the purposes of this subsection (b):


(1)	All defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer or a Predecessor Employer under which the Participant receives Annual Additions shall be treated as one defined contribution plan.

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(2)	A Formerly Affiliated Plan of an Employer shall be taken into account for the purposes of applying the Code section 415 limitations to the Employer, but the Formerly Affiliated Plan shall be treated as if it had terminated immediately prior to the cessation of affiliation.

(3)

Two or more defined contribution plans that are not required to be aggregated pursuant to Code section 415(f) and the regulations thereunder as of the first day of a Limitation Year do not fail to satisfy the requirements of Code section 415(f) of the Code with respect to a Participant for the Limitation Year merely because they are aggregated later in that Limitation Year, provided that no Annual Additions are credited to the Participant’ Account after the date on which the plans are required to be aggregated.


(c)	Definitions. For the purposes of this Sec. 6.6, the following terms shall be defined as follows:


(1)	Annual Additions. Except to the extent otherwise provided in regulations under Code section 415, the sum of the following amounts credited to a Participant’s Account for the Limitation Year:


(A)	Employer contributions;


(B)	Employee contributions;


(C)	Forfeitures;


(D)	amounts allocated to an individual medical account, as defined in Code section 415(l)(2), which is part of a pension or annuity plan maintained by the Employer;


(E)	allocations under a simplified employee pension;


(F)	amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Code section 419A(d)(3), under a welfare benefit fund, as defined in Code section 419(e), maintained by the Employer; and


(G)	any Excess Amount that is applied in the Limitation Year to reduce Employer contributions.

(2)

Compensation. A Participant's wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received and includible in gross income but for an election under Code sections 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)) including, but not

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limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Section 1.62-2(c) of the income Tax Regulations, and excluding the following:

(A) contributions (other than elective contributions described in Code sections 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made by the Employer to a plan of deferred compensation (including a simplified employee pension described in Code section 408(k) or a simple retirement account described in Code section 408(p), and whether or not qualified) to the extent that the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, and any distributions from a plan of deferred compensation (whether or not qualified);


(B)	amounts realized from the exercise of an option (other than a statutory option as defined in Section1.421-1(b)) of the Income Tax Regulations), or when restricted stock or other property held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;


(C)	amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Section 1.421-1(b) of the Income Tax Regulations);


(D)	other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary reduction amounts that are described in Code section 125); and


(E)	other items of remuneration that are similar to any of the items listed in (A) through (D).

Payments that are made during a period commencing upon severance from employment (within the meaning of Code section 401(k)(2)(B)(i)(I)), and ending on the later of the date that is 2½ months after the severance from employment or the last day of the Limitation Year during which the severance from employment occurred, shall be included in Compensation if they are:


(i)	payments that, absent a severance from employment, would have been paid to the Participant while the Participant continued in employment with the Employer, and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift

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differential), commissions, bonuses, or other similar payments;


(ii)	payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if employment had continued; and

(iii)

Payments that are not described in (i) and (ii), other than payments described in paragraph (iii) (relating to payments to an individual who is in qualified military service), are not included in Basic Compensation if they are paid after severance from employment, even if they are paid by the later of the date that is 2½ months after the severance from employment or the last day of the Plan Year during which the severance from employment occurred.

The annual Compensation of each Participant taken into account in determining allocations for any Plan Year shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code section 401(a)(17)(B). Annual Compensation means Compensation during the Limitation Year. The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the Limitation Year that begins with or within such calendar year.


(3)	Defined Contribution Dollar Limitation. $56,000, as adjusted under Code section 415(d) for Limitation Years after 2019.

(4)

Employer. For purposes of this Section, Employer means the Participating Employers, and all members of a controlled group of corporations (as defined in Code section 414(b), as modified by Code section 415(h)), all commonly controlled trade or businesses (as defined in Code section 414(c), as modified, except in the case of a brother-sister group of trades or businesses under common control, by Code section 415(h)), or affiliated service groups (as

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defined in Code section 414(m)) of which any Participating Employer is a part, and any other entity required to be aggregated with a Participating Employer pursuant to Code section 414(o).


(5)	Excess Amount. The excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.

(6)

Formerly Affiliated Plan. A plan of an Employer that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the Employer, and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the Employer. A “cessation of affiliation” means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in subsection (d)(4) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the Employer under the employer affiliation rules of subsection (d)(4) (such as a transfer of plan sponsorship outside of a controlled group).

(7)

Limitation Year. The 12 consecutive month period ending on December 31. All qualified plans maintained by the Employer must use the same limitation year. If the Limitation Year is amended to a different 12 consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made. For this purpose, if the Plan is terminated effective as of a date other than the last day of a Limitation Year, then the Plan is treated as if it had been amended to change its Limitation Year.


(8)	Maximum Permissible Amount. Except for catch up contributions described in Code section 414(v), the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year shall not exceed the lesser of:


(A)	the Defined Contribution Dollar Limitation; or


(B)	100% of the Participant’s Compensation for the Limitation Year.

The Compensation limit referred to in (B) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code sections 401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition. If a short Limitation Year is created because of the termination of the Plan or an amendment changing the Limitation Year to a different 12 consecutive month period, the Maximum Permissible Amount will not exceed the Defined Contribution Dollar Limitation multiplied by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

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(9)

Predecessor Employer. A former employer of a Participant, if the Employer maintains a plan under which the Participant had accrued a benefit while performing services for the former employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the rules in Code section 1.415(f)-1(b)(2) of the Income Tax Regulations apply as if the Employer and Predecessor Employer constituted a single employer under the rules described in subsection (d)(4) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers such rules immediately after the cessation of affiliation), and cessation of affiliation was the event that gave rise to the Predecessor Employer relationship, such as a transfer of benefits or plan sponsorship. With respect to an Employer of a Participant, a former entity that antedates the Employer is a Predecessor Employer with respect to the Participant if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.


(d)	Disposition of Excess Amounts. If there is an Excess Amount for any Limitation Year, it shall be disposed of in a manner permitted under the Employee Plans Compliance Resolution System (EPCRS), as set forth in Rev. Proc. 2006-27 or any successor thereto.

Sec. 6.7 Timing of Allocations. Contributions under this Article shall be allocated to the Accounts of Participants as follows:


(a)	Matching Contributions shall be allocated according to the provisions of this Article to the Matching Accounts of eligible Participants as of the dates on which the Participant’s 401(k) Contributions were made. However, no allocations shall be made until after any adjustments required under Sec. 5.6 have been made.


(b)	Forfeitures that are treated as Matching Contributions shall be allocated as soon as administratively after the date they are recognized as Forfeitures.

Sec. 6.8 No Return of Excess Matching Contributions. Any reduction of 401(k) Contributions shall be accompanied by a corresponding reduction of Matching Contributions. Any amounts inadvertently contributed as Matching Contributions to which a Participant is not entitled due to the preceding sentence shall not be paid to the affected Participant but instead shall be held unallocated in a suspense account and used to reduce the amounts the Participating Employers would otherwise be required to contribute under the other sections of the Plan.

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ARTICLE VII

INDIVIDUAL ACCOUNTS

Sec. 7.1 Accounts for Participants. The following Accounts may be established under the Plan for a Participant:


(a)	A “Pre-Tax Account” (previously known as the “Tax‑deferred Account”) shall be established for a Participant’s Pre-tax 401(k) Contributions.


(b)	A “Roth 401(k) Account” shall be established for a Participant’s Roth 401(k) Contributions.

(c)

An “After‑tax Account” shall be established for a Participant’s After‑tax Contributions. Separate After-tax Accounts shall be established for After-tax Contributions made by a Participant to the TCF Employees Savings-Investment Plan prior to January 1, 1987 and any earnings attributable thereto (the “After-tax Pre 87 Account”), and for After-tax Contributions made by a Participant to the TCF Employees Savings-Investment Plan and to this Plan on and after January 1, 1987 and any earnings attributable thereto (the “After-tax Post 86 Account”).

(d)

A “Matching Account” shall be established for Matching Contributions made with respect to a Participant’s contributions eligible for Matching Contributions. Dividends paid on or after April 1, 2004 on TCF Financial Stock that has been allocated to a Matching Account, and that are not distributed to the Participant, shall also be credited to this Account. Separate Matching Accounts shall be established for Matching Contributions made with respect to pay periods ending before January 1, 2016, and any earnings attributable thereto (the “Pre-2016 Matching Account”), and for Matching Contributions made with respect to pay periods ending on or after January 1, 2016, and any earnings attributable thereto (the “Post-2015 Matching Account”). Employer Discretionary Contributions and Additional Employer Contributions treated as Matching Contributions, if any, made for a Participant under the terms of the Plan as in effect prior to 2016 shall also be credited to the Participant’s Pre-2016 Matching Account.

(e)

A “100% Vested Company Money Account” shall be established for fully vested employer contributions (and related investment earnings) that are transferred to this Plan from another qualified plan on behalf of a Participant, including, without limitation, amounts that were previously credited to a Participant’s “Republic Plan Account,” “Great Lakes Bancorp ESOP Account,” “Chemical Financial Corporation 401(k) Savings Plan Pre-2007 Sources” or “Transfer Account.” Dividends paid prior to April 1, 2004 on TCF Financial Stock that has been allocated to a Participant’s Matching Account, and that are not distributed to the Participant, shall also be credited to this Account. A 100% Vested Company Money Account shall be treated in all respects the same as a Matching Account, and any references in the Plan to a Matching Account shall apply equally to a 100% Vested Company Money Account, except that no employer or employee contributions or Forfeitures shall ever be added

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to a 100% Vested Company Money Account, and a 100% Vested Company Money Account shall always be 100% vested.


(f)	A “Pre-tax Rollover Account” shall be established for each Participant who has made a Rollover Contribution attributable to pre-tax accounts.


(g)	A “Roth Rollover Account” shall be established for each Participant who has made a Rollover Contribution attributable to Roth accounts.


(h)	Amounts credited to accounts under Merged Plans shall be credited to the comparable Account under this Plan if it had the same vesting requirements under the Merged Plan prior to the merger.

(i)

A “Chemical Retirement Contributions Account” shall be established as of January 1, 2020 for Participants who had been allocated Retirement Contributions under the Chemical Financial Corporation 401(k) Savings Plan. The initial balance of the Chemical Retirement Contributions Account on January 1, 2020 is equal to the December 31, 2019 closing balance of the account attributable to such contributions under said plan. Except as otherwise provided in Sec. 9.2 (for purposes of vesting), a Chemical Retirement Contributions Account shall be treated in all respects the same as a Matching Account.

(j)

A “Chemical Discretionary Matching Contributions Account” shall be established as of January 1, 2020 for Participants who had been allocated Discretionary Matching Contributions under the Chemical Financial Corporation 401(k) Savings Plan. The initial balance of the Chemical Discretionary Matching Contributions Account on January 1, 2020 is equal to the December 31, 2019 closing balance of the account attributable to such contributions under said plan. Except as otherwise provided in Sec. 9.2 (for purposes of vesting), a Chemical Discretionary Matching Contributions Account shall be treated in all respects the same as a Matching Account.

More than one of any of the above types of Accounts may be established for a Participant if required by the Plan or if considered advisable by the Company in the administration of the Plan. Except as expressly provided herein to the contrary, the Fund shall be held and invested on a commingled basis, Accounts shall be for bookkeeping purposes only, and the establishment of Accounts shall not require any segregation of Fund assets.

Sec. 7.2 Valuation of Accounts. As of each Valuation Date, each Account shall be adjusted to reflect contributions, allocations of TCF Financial Stock released from encumbrance under an Exempt Loan, distributions, withdrawals, Forfeitures and similar transactions occurring since the preceding Valuation Date. Such adjustments shall be made in accordance with the provisions of the Plan. As of each Valuation Date, each Account shall also be adjusted to reflect its pro rata share of the dividends (other than dividends with respect to TCF Financial Stock acquired with the proceeds of an Exempt Loan, to the extent such dividends are used to repay the Exempt Loan) and other investment earnings, gains or losses of the Funds in which the Account is then invested. Such adjustments shall be made in accordance with procedures approved by the Company and uniformly applied to all similarly situated Participants. After making the adjustments described

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above, the Company may, in its discretion, reduce the Accounts of Participants, or of any class or classes of Participants (such as Participants whose employment has terminated), by an amount that is intended to offset the administrative expenses of administering such Participants’ Accounts. Such reductions shall be made in accordance with rules and procedures that are uniformly applied to all similarly situated Participants; provided, that:


(a)	The reduction that is made to the Account of any Participant shall bear a reasonable relationship to the value of the services that are furnished or available to such Account; and


(b)	The reduction that is made to the Account of a Participant who is not a Highly Compensated Employee shall not exceed the reduction that is made to the Account of any similarly situated Participant who is a Highly Compensated Employee, unless the reductions are made in proportion to the Participants’ Account balances.

Sec. 7.3 Adjustment of Unallocated Reserve. As of each Valuation Date, the amount of shares of TCF Financial Stock, if any, in the Unallocated Reserve shall be adjusted by subtracting the number of shares released from encumbrance and allocated to Accounts and adding the number of shares purchased with any new or additional Exempt Loans or dividends as well as shares resulting from stock splits.

Sec. 7.4 Accounts of Terminated Participants. Notwithstanding the foregoing sections of this Article, the value of a Participant’s Accounts shall not change after the Valuation Date at the end of the month in which the Participant’s Termination of Employment occurs, except as follows:


(a)	The Participant’s Accounts shall continue to be adjusted as provided in Section 7.2 to reflect their pro rata share of the dividends and other investment earnings, gains, or losses of the Funds in which they are invested, and to reflect the Participant’s investment directions given as provided in Sec. 11.11.


(b)	Any contributions for the period before a Participant’s Termination of Employment but made after such Valuation Date shall be credited to the applicable Accounts for distribution under the terms of the Plan.


(c)	Any dividends or other income, stock dividends or stock splits attributable to TCF Financial Stock credited to the Participant’s Accounts shall be credited to such Accounts in accordance with the foregoing sections of this Article.


(d)	Any shares or amounts distributed to the Participant shall be deducted from the Account in accordance with the foregoing sections of this Article.

The portion of a terminated Participant’s Accounts (if any) that is not invested in shares of TCF Financial Stock shall continue to be adjusted as provided in Sec. 7.2 until the Accounts are distributed.

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Sec. 7.5 Participant Statements or Certificates. The Funding Agency or Company may from time to time issue statements or certificates to Participants advising them of the status of their Accounts, but shall not be required to do so. The issuance of such statements or certificates shall not in any way affect the rights of Participants hereunder.

Sec. 7.6 Rollover Accounts. A Pre-tax Rollover Account shall be established for each employee who makes a “Rollover Contribution,” as such term is defined in Sec. 7.10, attributable to pre-tax accounts. A Roth Rollover Account shall be established for each employee who makes a Rollover Contribution attributable to Roth accounts. Pre-tax and Roth Rollover Accounts shall be treated in all respects the same as a Matching Account except as provided in Sec. 7.10(a), and any references in the Plan to a Matching Account apply equally to a Pre-tax or Roth Rollover Account, except that no employer or employee contributions or Forfeitures shall ever be added to a Rollover Account, and a Rollover Account shall always be 100% vested.

Sec. 7.7 Voting Rights Regarding TCF Financial Stock. Voting rights for shares of TCF Financial Stock in the Plan shall be as follows:

(a)

TCF Financial Stock shall be voted as directed by Participants under the following procedures. Generally not less than 30 days, and in any event not less than 10 days, prior to any meeting of shareholders of TCF Financial, TCF Financial shall cause the Funding Agency to send to Participants who have shares of TCF Financial Stock credited to their Accounts the proxy materials for matters on which such Participants are entitled to vote such shares in accordance with this section. The proxy materials generally shall be sent to the Funding Agency by TCF Financial at least 30 days before the meeting and shall be the same materials which are sent to shareholders of record of TCF Financial. Each such Participant shall have the right to instruct the Funding Agency as to the method of voting on the propositions submitted to shareholders. Each such Participant shall have a number of votes equal to the number of full and fractional shares (whether vested or unvested) credited to the Participant’s Accounts as of the record date for the shareholders’ meeting. To be effective the Participant’s instructions must be received by the Funding Agency by a deadline established in advance by the Funding Agency. The Funding Agency shall tabulate the instructions by the deadline and shall determine the number of votes for and against each proposal. The Funding Agency shall then vote the shares allocated to Participants’ Accounts in accordance with the directions received. In cases where instructions are received with respect to voting of fractional shares, the Funding Agency shall vote the combined fractional shares to the extent possible to reflect the direction of Participants holding fractional shares. If a Participant does not direct the Funding Agency in whole or in part with respect to voting of TCF Financial Stock credited to the Participant’s Accounts on or before the deadline established by the Funding Agency, such shares shall be voted only if so directed by the Advisory Committee, pursuant to subsection (b) of this section. With respect to any shares of TCF Financial Stock held in the Unallocated Reserve or in an Advance Contribution Account, the Funding Agency shall vote such shares in the proportion which the vote, on each measure, of allocated shares bears to the total of all allocated shares. (For example, if one‑third of the allocated shares are directed to be voted in favor of a measure, then one‑third of the shares in the Unallocated Reserve and Advance

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Contribution Account shall be voted in favor of the measure.) In determining the number of allocated shares for which directions have been given, the Funding Agency shall take into account any directions provided by the Advisory Committee.

(b)

The Advisory Committee shall be entitled to direct the Funding Agency on how to vote any allocated shares not directed by Participants under subsection (a). Generally not less than 30 days and in no event less than 10 days before any meeting of shareholders of TCF Financial, TCF Financial shall cause to be sent to the Advisory Committee the proxy materials which are sent to shareholders of record of TCF Financial. The Advisory Committee shall provide its directions in accordance with such reasonable and uniform procedures as it may establish and are acceptable to the Funding Agency.


(c)	For purposes of this section, the Advisory Committee shall consist of no less than three individuals appointed by TCF Financial under uniform rules and procedures established by TCF Financial.

Sec. 7.8 “Pass Through” Treatment of Tender Offers. As soon as practicable after the commencement of a tender or exchange offer (an “Offer”) for shares of TCF Financial Stock, TCF Financial shall use its best efforts to cause each Participant whose Account has allocated to it any shares of TCF Financial Stock to be advised in writing of the terms of the Offer, and to be provided with forms by which the Participant may instruct the Funding Agency, or revoke such instruction, to tender shares of TCF Financial Stock credited to his Account, to the extent permitted under the terms of such Offer. Each Participant’s determinations and instructions to the Funding Agency under this section shall be accomplished under such procedures as the Company reasonably determines are necessary to insure confidentiality to the Participants. The Funding Agency shall follow the directions of each Participant. The Funding Agency shall not tender shares for which no instructions are received. With respect to any shares held in the Unallocated Reserve or in an Advance Contribution Account, the Funding Agency shall tender the number of shares equal to the proportion that the number of shares tendered by Participants bears to the total number of shares allocated to Accounts multiplied by the total of all shares in the Unallocated Reserve or Advance Contribution Account. (For example, if one‑third of the allocated shares are tendered, then the Funding Agency shall tender one‑third of the Unallocated Reserve and Advance Contribution Account.) In advising Participants of the terms of the Offer, TCF Financial may include statements from the Board of Directors of TCF Financial setting forth its position with respect to the Offer. The giving of instructions by a Participant to the Funding Agency to tender shares and the tender thereof shall not be deemed a withdrawal or suspension from the Plan or a forfeiture of any portion of such Participant’s interest in the Plan solely by reason of the giving of such instructions and the Trustee’s compliance therewith. The number of shares as to which a Participant may provide instructions shall be the total number of shares credited to the Participant’s Accounts, whether or not such shares are vested, as of the close of business on the day preceding the date on which the Offer is commenced or such earlier date as shall be designated by TCF Financial as TCF Financial, in its sole discretion, deems appropriate for reasons of administrative convenience. Any securities received by the Funding Agency as a result of a tender of shares of TCF Financial Stock shall be held, and any cash so received, shall be invested in short‑term investments for the Accounts of the Participant with respect to whom shares were tendered pending reinvestment in TCF Financial Stock.

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Sec. 7.9 Transfers from TCF Employees Savings‑Investment Plan. The Plan has accepted direct transfers from the TCF Employees Savings‑Investment Plan of funds representing the entire value of certain employees’ accounts under such plan. A 100% Vested Company Money Account has been established for each employee on whose behalf a transfer of funds was made from the TCF Employees Savings-Investment Plan.

Sec. 7.10 Rollover Contributions. With the consent of the Company, a Qualified Employee may transfer to the Fund an amount that constitutes a Rollover Contribution. The Company will grant such consent only if it is established to the Company’s satisfaction that the amount to be transferred constitutes a proper Rollover Contribution. Notwithstanding any provisions of the Plan to the contrary, the following shall apply with respect to Rollover Contributions:

(a)

Pre-tax and Roth amounts accepted by the Plan as a Rollover Contribution shall be credited to the Qualified Employee’s Pre-tax Rollover Account or Roth Rollover Account, respectively. As soon as practicable after the date the assets from the Rollover Contribution are transferred to the Fund, such assets (to the extent they do not consist of TCF Financial Stock) shall be invested in TCF Financial Stock, or otherwise as directed by the Participant pursuant to Sec. 11.11.


(b)	An employee who makes a Rollover Contribution shall become a Participant hereunder from the date such contribution is accepted by the Plan, but shall not be eligible to receive an allocation of employer contributions or Forfeitures or to make employee contributions until such employee has satisfied the requirements of Article IV.

(c)

“Rollover Contribution” means a contribution made by a Qualified Employee in accordance with the requirements of sections 402(c) of the Code (relating to eligible rollover distributions from plans that are qualified under Code section 401(a)), section 403(a)(4) of the Code (relating to eligible rollover distributions from plans described in Code section 404(a)(2)), or section 408(d)(3)(A)(ii) of the Code (relating to rollover distributions from “conduit” individual retirement accounts or annuities), in accordance with the requirements of Code section 403(b)(8) or 457(e)(16) commencing in January 1, 2002, or in accordance with any other provision of the Code which may permit rollovers to this Plan from time to time. A direct transfer of an eligible rollover distribution in accordance with section 401(a)(31) of the Code shall also qualify as a Rollover Contribution. The Plan will accept Participant Rollover Contributions and/or direct rollovers of distributions from the following types of plans and accounts:


(1)	Direct Rollovers. The Plan will accept a direct rollover of an eligible rollover distribution from:


(A)	a qualified plan described in Code sections 401(a) or 403(a), excluding after-tax employee contributions;

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(B)	an annuity contract described in Code section 403(b), excluding after-tax employee contributions; or


(C)	an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.


(2)	Participant Rollover Contributions from Other Plans. The Plan will accept a Participant contribution of an eligible rollover distribution (except as provided in subsection (c)(4)) from:


(A)	a qualified plan described in Code section 401(a) or 403(a);


(B)	an annuity contract described in Code section 403(b); or


(C)	an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.


(3)	Participant Rollover Contributions from IRAs. The Plan will accept a Participant Rollover Contribution of the portion of a distribution from an individual retirement account or annuity described in Code section 408(a) or 408(b) that is eligible to be rolled over and would otherwise be includible in gross income.

(4)

Participant Rollover Contributions from Roth Accounts. Effective January 1, 2018, the Plan will accept a Participant Rollover Contribution of an eligible rollover distribution from a designated Roth account in a 401(k), 403(b) or 457(b) plan in the form of a direct rollover (an indirect rollover of such a distribution will not be permitted), provided that the Company receives from the plan administrator of the distributing plan prior to the Rollover Contribution a statement in a form acceptable to the Company either indicating that the distribution is a qualified distribution under Code section 402A(d)(2), or specifying the first year for which the individual made a Roth contribution under Code section 402A to the distributing plan and the amount of the distribution attributable to investment in the contract (or “basis”) under the distributing plan versus the income on the contract under Code section 72(e). The Company will be entitled to rely on such a statement received from the plan administrator of the distributing plan, and assumes no obligation or responsibility with respect to the accuracy of such information. If the eligible rollover distribution is not a qualified distribution under Code section 402A(d)(2), and less than the full amount of the distribution is transferred in a direct rollover to this Plan, the rollover will be deemed to consist first of the portion of the distribution that is attributable to income on the contract within the meaning of Code section 72(e).

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ARTICLE VIII

DESIGNATION OF BENEFICIARY

Sec. 8.1 Persons Eligible to Designate. Any Participant may designate a Beneficiary to receive any amount payable from the Fund as a result of the Participant’s death. The Beneficiary may be one or more persons, natural or otherwise. By way of illustration, but not by way of limitation, the Beneficiary may be an individual, trustee, executor, or administrator. A Participant may also change or revoke a designation previously made, without the consent of any Beneficiary named therein. For the purposes of this Article VIII (other than Sec. 8.2), the term “Participant” shall include an “alternate payee,” as such term is defined in Code section 414(p).

Sec. 8.2 Special Requirements for Married Participants. Notwithstanding the provisions of Sec. 8.1, if a Participant is married at the time of his or her death, the Participant’s Beneficiary shall be the spouse unless such spouse has consented in writing to the designation of a different Beneficiary, or expressly consented to the designation of any other Beneficiary without any further consent, the spouse’s consent acknowledges the effect of such designation, and the spouse’s consent is witnessed by a representative of the Plan or a notary public. The previous sentence shall not apply if it is established to the satisfaction of the Company that such consent cannot be obtained because there is no spouse, because the spouse cannot be located, or because of such other circumstances as may be prescribed by federal regulations. A spouse’s consent may be irrevocable, provided the consent itself acknowledges that it is irrevocable. The Beneficiary or form of benefit designated by a Participant pursuant to a spouse’s consent may not be changed without the spouse’s consent, unless the original consent permitted such changes without any further consent by the spouse.

Sec. 8.3 Form and Method of Designation. Any designation or a revocation of a prior designation of Beneficiary shall be in writing on a form acceptable to the Company and shall be filed with the Company. A Participant’s affirmative designation of Beneficiary under the Chemical Financial Corporation 401(k) Savings Plan shall carry over and be recognized as designating the Participant’s Beneficiary with respect to all Accounts under this Plan until the Participant elects otherwise. The Company and all other parties involved in making payment to a Beneficiary may rely on the latest Beneficiary designation on file with the Company at the time of payment or may make payment pursuant to Sec. 8.4 if an effective designation is not on file, shall be fully protected in doing so, and shall have no liability whatsoever to any person making claim for such payment under a subsequently filed designation of Beneficiary or for any other reason.

Sec. 8.4 No Effective Designation. If there is not on file with the Company an effective designation of Beneficiary by a deceased Participant, his Beneficiary shall be the person or persons surviving the Participant in the first of the following classes in which there is a survivor, share and share alike:


(a)	The Participant’s spouse.


(b)	The Participant’s children (including stepchildren), except that if any of the children predecease him but leave offspring surviving the Participant, such offspring shall take by right of representation the share their parent would have taken if living.

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(c)	The Participant’s parents.


(d)	The Participant’s brothers and sisters.


(e)	The Participant’s personal representative (executor or administrator).

Determination of the identity of the Beneficiary in each case shall be made by the Company.

Sec. 8.5 Beneficiary May Not Designate. Unless the Participant elects on the Beneficiary designation form that a Beneficiary entitled to payments under the Plan may in turn designate a Beneficiary, no Beneficiary may designate a successor Beneficiary. If a Beneficiary is permitted to designate a successor Beneficiary, each such designation shall be made according to the same rules (other than Sec. 8.2) applicable to designations by Participants. In the event of the death of a Beneficiary who has so designated a successor Beneficiary, the successor Beneficiary shall be entitled to the balance of any payments remaining due. If a Beneficiary is not permitted to designate a successor Beneficiary, or is permitted to do so but fails to make such a designation, the balance of any payments remaining due will be payable to a contingent Beneficiary if the Participant’s Beneficiary designation so provides, otherwise to the personal representative (executor or administrator) of the deceased Beneficiary.

ARTICLE IX

BENEFIT REQUIREMENTS (VESTING)

Sec. 9.1 Benefit upon Retirement or Disability. If a Participant’s Termination of Employment occurs (for any reason other than death) on or after the Participant reaches Normal Retirement Age, or if a Participant is entitled to monthly benefits under a Participating Employer’s long term disability program, the Participant shall be entitled to a benefit equal to 100% of the value of the Participant’s Accounts in the Plan determined as of the date of such Termination of Employment, plus any employee contributions, employer contributions or Forfeitures made or due to be made or allocated with respect to the Participant’s employment subsequent to such date. Benefits under this section shall be paid at the times and in the manner determined under Article X.

Sec. 9.2 Other Termination of Employment. If a Participant’s Termination of Employment occurs (for any reason other than death) and the Participant is not entitled to a benefit under Sec. 9.1, the Participant shall be entitled to a benefit equal to 100% of the value of his or her Pre-Tax Account, Roth 401(k) Account, After‑Tax account, Pre-Tax Rollover Account, Roth Rollover Account, and 100% Vested Company Money Account, and in the portion of the Participant’s Matching Account that is attributable to TCF Financial Stock dividends that were paid on or after April 1, 2004 and not distributed to the Participant, plus the vested percentage of the value of the remaining portion of the Participant’s Matching Account. The value of the Participant’s Accounts are to be determined as of the date of distribution. Benefit entitlements in Matching Accounts are subject to the following:


(a)	The vested portion of a Participant’s Account shall be determined separately with respect to any Pre-2016 Matching Account, any Post-2015 Matching Account, any

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Chemical Retirement Contributions Account, and any Chemical Discretionary Matching Contributions Account as follows:


(1)	The vested percentage with respect to a Pre-2016 Matching Account shall be determined according to the number of the Participant’s whole Years of Vesting Service after 1981 as follows:



Years of Vesting Service after 1981	Vested Percentage
Less than 1 year	0%
1 but less than 2 years	20%
2 but less than 3 years	40%
3 but less than 4 years	60%
4 but less than 5 years	80%
5 or more years	100%

For Participants who were employees of Republic, service prior to 1981 shall not be excluded in determining Years of Vesting Service under this paragraph.


(2)	The vested percentage with respect to a Post-2015 Matching Account shall be 100% for all Participants.


(3)	The vested percentage with respect to a Chemical Retirement Contributions Account shall be determined according to the number of the Participant’s whole Years of Vesting Service as follows:



Years of Vesting Service	Vested Percentage
Less than 2 years	0%
2 but less than 3 years	20%
3 but less than 4 years	40%
4 but less than 5 years	60%
5 but less than 6 years	80%
6 or more years	100%

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(4)	The vested percentage with respect to a Chemical Discretionary Matching Contributions Account shall be determined according to the number of the Participant’s whole Years of Vesting Service as follows:



Years of Vesting Service	Vested Percentage
Less than 3 years	0%
3 or more years	100%


(b)	The portion of a Participant’s Account that is not vested shall be disposed of as follows:

(1)

The portion of the Participant’s Account that is not vested shall be recognized as a Forfeiture as soon as administratively feasible following the Participant’s Termination of Employment. All Forfeitures arising under the Plan shall first be applied to the reinstatement of Accounts under paragraph (4) and Sec. 9.4. Any remaining Forfeitures shall be allocated as provided in Article VI. Any Forfeitures remaining after the reinstatement of Accounts and allocations under Article VI shall be applied to the payment of Plan administrative expenses under Sec. 11.5.

(2)

If a former Participant whose Account was forfeited under paragraph (1) or (3) is subsequently reemployed before the Participant incurs a Recognized Break In Service of at least 60 months duration, a separate Account shall be reinstated for the Participant, to which the Participant shall be entitled in accordance with the provisions of this Article IX upon subsequent Termination of Employment, subject to the provisions of paragraph (3). The value of such Account as of the date it is reinstated shall be equal to the amount that was recognized as a Forfeiture pursuant to paragraph (1). The reinstated Account shall be funded as provided in paragraph (4).

(3)

Upon the subsequent Termination of Employment of a Participant referred to in paragraph (2), if the Participant is not 100% vested in a reinstated Account at such subsequent Termination of Employment, the benefit to which the Participant shall be entitled therefrom shall be determined as of the Valuation Date coincident with or otherwise last preceding the Participant’s Termination of Employment, as follows:


(A)	To the value of such Account determined as of such Valuation Date there shall be added the amount of the benefit from such Account to which the Participant became entitled as a result of the Participant’s prior Termination of Employment.


(B)	The applicable vested percentage from the vesting schedule shall be applied to such sum.

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(C)	From the result obtained in (B), there shall be subtracted the amount added to the value of the Account under (A).


(4)	The amount required to reinstate an Account pursuant to paragraph (2) shall be provided from the following sources in the priority indicated:


(A)	Amounts forfeited under this subsection (b).


(B)	Employer contributions for the Plan Year.


(c)	If the Participant has had a Recognized Break In Service of at least 60 months duration, for purposes of determining the vested portion of a Matching Account attributable to service before such break, Elapsed Time after the Participant’s break in service shall not be taken into account.

(d)

If an amendment to the Plan changes the vesting schedule of the Plan, each Participant having not less than three years of Elapsed Time by the end of the election period with respect to such amendment shall be permitted within such election period to elect to have his or her vested percentage computed under the Plan without regard to such amendment. Each such election shall be made in writing by filing with the Company within the election period a form available from the Company for the purpose. The election period shall be a reasonable period determined by the Company commencing not later than the date the amendment is adopted and shall be in conformance with any applicable regulation prescribed by the Secretary of Labor or the Secretary of the Treasury. Notwithstanding the foregoing, no election need be provided for any Participant whose vested percentage under the Plan, as amended, cannot at any time be less than the Participant’s vested percentage determined without regard to such amendment. With respect to benefits accrued as of the later of the adoption or effective date of the amendment, the vested percentage of each Participant will be the greater of the vested percentage under the old vesting schedule or the vested percentage under the new vesting schedule.


(e)	The benefit under this section shall be paid at the times and in the manner determined under Article X.


(f)	Notwithstanding the foregoing provisions of this Sec. 9.2:


(1)	The Vested Percentage of a Participant who was employed by North Star Real Estate Services, Inc. or North Star Title, Inc. on the day before the closing of the sale of North Star Real Estate Services, Inc. and North Star Title, Inc. to General American Corporation shall be 100%, regardless of the Participant’s Years of Vesting Service.


(2)	The Vested Percentage of a “Rochester Participant” will be 100%; provided, however, that if the Plan Administrator determines that the application of this paragraph to one or more Highly Compensated Employees (as defined in Sec. 5.5(b)) would cause the Plan to violate the nondiscrimination requirements of Code section 401(a), then this paragraph will not apply to

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those Highly Compensated Employees. If the special vesting rules of this paragraph can be applied to some, but not all, of the affected Highly Compensated Employees without violating such nondiscrimination requirements, the Highly Compensated Employees to whom they will apply shall be the Highly Compensated Employees with the lowest Basic Compensation for the relevant Plan Year. For this purpose, Basic Compensation shall be determined without regard to the limitations of Sec. 2.5(c). For the purposes of this paragraph, a “Rochester Participant” is a Participant who was employed by TCF National Bank Minnesota at its Rochester branch, and whose Termination of Employment occurred on or after October 15, 1999 and prior to October 30, 1999 in connection with the sale of such branch.


(3)	The Vested Percentage of a Participant who was employed at the Saginaw/Bay City/Battle Creek Michigan branches of TCF National Bank on the date before the closing of the sale of the Saginaw/Bay City branches to Independent Bank and the Battle Creek branches to Independent Bank of South Michigan on or about March 23, 2007 shall be 100%, regardless of the Participant’s Years of Vesting Service.

(4)

The Vested Percentage of a Participant who is employed at a Colorado branch of TCF National Bank on the date such branch is closed, and whose Termination of Employment occurs on the date of such closing, shall be 100%, regardless of the Participant’s Years of Vesting Service; provided, however, that this paragraph (4) shall only apply in the case of a branch closing that occurs on or after June 8, 2008 and prior to July 15, 2008.


(g)	TCF Financial Stock that was allocated to a Participant’s Account from the Unallocated Reserve will be forfeited only after forfeiture of other assets, if any, allocated to the Participant’s Account under the stock bonus portion of the Plan that constitutes an employee stock ownership plan under 4975(e)(7) of the Code.

Sec. 9.3 Death. If a Participant’s Termination of Employment is the result of the Participant’s death, the Participant’s Beneficiary shall be entitled to a benefit equal to 100% of the value of the Participant’s Accounts, including any employee or employer contributions or Forfeitures made or due to be made or allocated with respect to such Participant subsequent to the Participant’s death. If a Participant’s death occurs after the Participant’s Termination of Employment, the Beneficiary of the Participant shall be entitled to such benefit as the Participant would have been entitled to thereafter from the Fund had the Participant lived. Such benefits shall be paid at the times and in the manner determined under Article X. Such benefits shall be in full satisfaction of the Participant’s interest in the Plan.

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Sec. 9.4 Missing Participant or Beneficiary. If a Participant or Beneficiary who is entitled to a benefit under this Article IX cannot be located within a reasonable time after a payment to such Participant or Beneficiary becomes due, the Company may direct that the amount of such payment be treated as a Forfeiture; provided, that if the Participant or Beneficiary subsequently makes a claim for the benefit, the amount forfeited shall be restored to the Participant’s or Beneficiary’s Account and distributed in accordance with the provisions of Article X. Any amount so restored shall be derived from the Forfeitures arising during the Plan Year in which the claim is allowed or, to the extent such Forfeitures are insufficient, from an additional employer contribution to the Plan.

ARTICLE X

DISTRIBUTION OF BENEFITS

Sec. 10.1 Time and Method of Payment.

(a)

The benefit to which a Participant or Beneficiary may become entitled under the provisions of Article IX shall be distributed to such Participant or Beneficiary in a single distribution as soon as reasonably feasible after the Participant’s Termination of Employment or commencement of payments under a Participating Employer’s long-term disability program, except that if the value of the Participant’s benefit (disregarding the value of any Rollover Account) exceeds $5,000, the Participant’s consent shall be obtained before the benefit is distributed. The Plan Administrator shall notify the Participant of the right to defer a distribution, which notice shall include a general description of the material features, and an explanation of the relative values, of any optional forms of benefit available under the Plan. The notice shall also include a description of the consequences of failing to defer receipt of the distribution. Such notice shall be provided no less than 30 days, and no more than 90 days, prior to the date of distribution; provided, that a distribution may commence less than 30 days (but not less than seven days) after the notice is provided if:


(1)	the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider whether to elect a distribution (and, if applicable, a particular distribution option); and


(2)	the Participant, after receiving the notice, affirmatively elects a distribution.

Unless the Participant elects to further defer commencement of benefits by an election filed pursuant to such rules of the Company as may exist from time to time, distribution must take place no later than the 60th day after the Participant reaches Normal Retirement Age, or the Participant’s Termination of Employment or disability occurs, whichever is later; provided, however, that if the amount of the payment to be made cannot be determined by the later of the aforesaid dates, a payment retroactive to such date may be made no later than 60 days after the earliest date on which the amount of such payment can be ascertained.

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(b)	In all events, distribution must commence or recommence in such amounts necessary to comply with the required distribution rules of Code section 401(a)(9) (including the incidental death benefit rules of Code section 401(a)(9)(G)) no later than:


(1)	April 1 of the calendar year in which the Participant attains age 70½, in the case of a Participant who attained age 70½ prior to January 1, 1998; or


(2)	April 1 of the calendar year following the later of the calendar year in which the Participant attains age 70½ or the calendar year in which the Participant’s Termination of Employment or disability occurs, in the case of a Participant who attains age 70½ on or after January 1, 1998;

(the “Required Beginning Date”). Clause (2) shall not apply to anyone who is a “5‑percent owner” of a Participating Employer, as that term is defined in Code section 416, with respect to the Plan Year in which the individual reaches age 70½. If additional Contributions or Forfeitures are allocated to a Participant’s Accounts after the Participant’s Required Beginning Date, they shall be distributed to the Participant (together with any attributable investment earnings) no later than the last day of the Plan Year next following the Plan Year in which they were so allocated.


(c)	Payments commencing prior to January 1, 1999 pursuant to subparagraph (b)(1) to a Participant who is not a 5-percent owner and who had not retired on January 1, 1999 shall be suspended until they are required to recommence pursuant to subparagraph (b)(2), unless the Participant elects an earlier distribution pursuant to Sec. 10.8.


(d)	If a Participant dies before receiving distribution of his benefit from the Plan, the Participant’s benefit shall be distributed in a single distribution to his Beneficiary within 5 years after the Participant’s death.

Sec. 10.2 Distribution in Cash, TCF Financial Stock, or Marketable Securities. Distributions from Accounts shall be made in the form of:


(a)	cash;


(b)	shares of TCF Financial Stock; or


(c)	marketable securities (as defined in section 731(c)(2) of the Code) in which the Participant’s Account is invested pursuant to Sec. 11.11 at the time of the distribution;

as the Participant shall elect in accordance with reasonable procedures established by the Company, subject to the Participant’s right to demand to receive benefits other than fractional shares in the form of TCF Financial Stock.

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Sec. 10.3 Reemployment. If before a distribution has been made pursuant to Sec. 10.1, a Participant shall notify the Director of Benefits of the Company that such Participant has been reemployed by a Participating Employer, no distribution shall be made until following the Participant’s subsequent Termination of Employment or disability or other distribution is required or permitted pursuant to Sec. 10.1.

Sec. 10.4 Withdrawals From After‑tax Accounts While Employed. A Participant may make a withdrawal from such Participant’s After‑tax Account prior to Termination of Employment, subject to the following:


(a)	Application for the withdrawal shall be submitted in writing to the Director of Benefits of the Company prior to the requested date of the withdrawal. The withdrawal shall be distributed on or as soon as practicable after the requested withdrawal date. No more than two withdrawals may be made in any Plan Year.

(b)

The amount withdrawn under this section shall not exceed the value of the Participant’s After‑tax Account. Prior to April 1, 2006, each such withdrawal shall result in a suspension of After‑tax Contributions to the Plan for at least 6 months after the withdrawal except if the withdrawal would qualify for a financial hardship under Sec. 10.5 no suspension shall occur. Resumption of contributions may thereafter be made pursuant to Sec. 5.1.


(c)	Withdrawals from an Account shall be made in TCF Financial Stock, or in cash, as the Participant shall elect


(d)	Each Participant’s After‑tax Pre 87 Account shall be considered a “separate contract” for purposes of Code section 72(d). If a Participant has an After‑tax Pre 87 Account, withdrawals from the Participant’s After-tax Accounts shall be paid as follows:


(1)	After-tax Contributions credited to the After-tax pre 87 Account shall be paid before any investment earnings on such contributions are paid, and before any amounts are paid from the After-tax Post 86 Account


(2)	Investment earnings on After-tax Contributions credited to the After-tax pre 87 Account shall then be paid before any additional amounts are paid from the After-tax Post 86 Account.

(e)

Notwithstanding anything in this Sec. 10.4 to the contrary, a Participant who is subject to “short swing profits” liability under Section 16 of the Securities Exchange Act of 1934 shall not receive a cash withdrawal from the portion (if any) of the Participant’s After‑tax Account that is invested in the TCF Financial Stock Fund under this Section less than six months after the Participant has made a discretionary purchase of TCF Stock under any other plan of such Participant’s Participating Employer. This subsection (e) shall be construed consistently with requirements under Section 16 of said Act, and shall not be construed to apply to distributions permissible under Sec. 10.1 on account of termination of employment, disability, retirement or death.

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Sec. 10.5 Withdrawals From Pre-Tax Accounts and Roth Accounts During EmploymentSec. 10.5 Withdrawals From Pre-Tax Accounts and Roth Accounts During Employment. A Participant may make a withdrawal from such Participant’s Pre-Tax Account or Roth 401(k) Account prior to Termination of Employment subject to the following:

(a)

Application for the withdrawal shall be submitted in accordance with procedures established by the Company prior to the requested date of the withdrawal. The withdrawal shall be distributed on or as soon as practicable after the requested withdrawal date. A withdrawal shall be approved only if it is made after an event described in subsection (b), (c), (d), (e) or (f), and the withdrawal complies with subsections (a), (g), (h) and (i) of this section.


(b)	The Participant has attained age 59½ prior to the date as of which the withdrawal is made.


(c)	All of the following requirements are met:


(1)	The Participant has obtained all distributions or withdrawals (other than withdrawals pursuant to this subsection (c)), if any, currently available to such Participant under all plans maintained by a Participating Employer.


(2)	The withdrawal is on account of an immediate and heavy financial need of the Participant. For purposes of this section, immediate and heavy financial need is any one of the following:


(A)	Expenses for (or necessary to obtain) medical care that would be deductible under Code section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);


(B)	Purchase (excluding mortgage payments) of a principal residence for the Participant;


(C)	Payment of tuition, related educational fees, and room and board expenses, for the next year of post-secondary education for the Participant, the Participant’s spouse, children or dependents (as defined in Code section 152, without regard to Code section 152(b)(1), (b)(2), or (d)(1)(B));


(D)	The need to prevent eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage of the Participant’s principal residence;


(E)	Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code section 152, without regard to Code section 152(d)(1)(B)); or


(F)	Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code

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section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income and without regard to the limitation of Code section 165(h)(5)).

(G)

Expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Act (FEMA) under the Robert T. Safford Disaster Relief and Emergency Assistance Act, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated for individual assistance with respect to the disaster.


(3)	The amount of withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant; provided, however, that the amount of the distribution may include any amounts determined by the Plan Administrator to be necessary to pay any federal, state or local income taxes or penalties reasonably expected to result from the distribution.


(4)	The Participant must represent that the distribution is necessary because the Participant has insufficient cash or other liquid assets reasonably available to satisfy the need.


(d)	Termination of the Plan without establishment of a successor plan.


(e)	Withdrawals from an Account shall be made in TCF Financial Stock, or in cash, as the Participant shall select.


(f)	Withdrawals under this Section shall be made may be made from the Participant’s Pre-Tax Account or Roth 401(k) Account, as the Participant shall select. In the absence of such selection, withdrawals under this Section shall be made first from the Participant’s Pre-Tax Account.

(g)

Notwithstanding anything to the contrary in this section, it is intended to permit withdrawals only under circumstances or requirements which are allowable for plans qualified under Code section 401(k). If any inconsistency should develop between the provisions of this Section and the provisions of regulations issued under Code section 401(k), the provisions of this Section shall be revised, deleted, or interpreted, on a retroactive basis if necessary, in compliance with such regulations.

(h)

Also notwithstanding anything in this Sec. 10.5 to the contrary, a Participant who is subject to “short swing profits” liability under Section 16 of the Securities and Exchange Act of 1934 shall not receive a cash withdrawal from the portion (if any) of the Participant’s Pre-Tax Account that is invested in the TCF Financial Stock Fund under this Section less than six months after the Participant has made a discretionary purchase of TCF Stock under any other plan of such Participant’s Participating Employer. This subsection (h) shall be construed consistent with requirements under Section 16 of said Act, and shall not be construed to apply to distributions permissible

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under Sec. 10.1 on account of termination of employment, disability, retirement or death.

Sec. 10.6 Withdrawals From Matching, 100% Vested Company Money, and Rollover Accounts During Employment.


(a)	A Participant who has withdrawn the total value of the Participant’s After-tax Accounts may withdraw all or a part of the Participant’s Pre-tax Rollover Account or Roth Rollover Account at any time.


(b)	A Participant who has withdrawn the total value of the Participant’s After-tax Accounts may withdraw all or a part of the vested portion of the Participant’s Matching Account or 100% Vested Company Money Account, if any of the following requirements is met:


(1)	The Participant attained age 55 prior to the date as of which the withdrawal is made.


(2)	The Participant has completed five or more years of Plan participation (including participation in the Republic ESOP or the Great Lakes Bancorp ESOP) prior to the date as of which the withdrawal is made.


(3)	The withdrawal meets the requirements of Sec. 10.5 for a hardship withdrawal.

(4)

Also notwithstanding anything in this Sec. 10.6 to the contrary, a Participant who is subject to “short swing profits” liability under Sec. 16 of the Securities and Exchange Act of 1934 shall not receive a withdrawal under this Section less than six months after the Participant has made a discretionary purchase of TCF Stock under any other plan of such Participant’s Participating Employer. This paragraph (4) shall be construed consistent with requirements under Sec. 16 of said Act, and shall not be construed to apply to distributions permissible under Sec. 10.1 on account of termination of employment, disability, retirement or death.

Withdrawals under this Section shall be made first from the Participant’s 100% Vested Company Money Account, and then from the Participant’s Matching Account.


(c)	A withdrawal under Section 10.6(b) (except a withdrawal qualifying as a financial hardship under subsection (b)(3) of this Section) shall be permitted no earlier than the fifth annual anniversary after the last previous such withdrawal.


(d)	Notwithstanding the foregoing provisions of this section, a Participant shall not be permitted to make a withdrawal from the Participant’s Post-2015 Matching Account prior to the earlier of (i) the date the Participant has a severance of employment or (ii) the date the Participant attains age 59½.

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Sec. 10.7 Miscellaneous Military Service Provisions.


(a)	Death Benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code section 414(u), the Participant's Beneficiary is entitled to any additional benefits provided under the Plan as if the Participant had resumed employment and then terminated employment on account of death.

(b) Differential Wages. Effective as of January 1, 2009:


(i)	an individual receiving a differential wage payment, as defined by Code section 3401(h)(2), is treated as an employee of the employer making the payment;


(ii)	the differential wage payment is treated as Basic Compensation and compensation for purposes of Code section 415(c)(3) and Section 1.415(c)-2 of the Income Tax Regulations.

(iii)

the Plan is not treated as failing to meet the requirements of any provision described in Code section 414(u)(1)(c) by reason of any contribution or benefit which is based on the differential wage payment. The Plan Administrator may operationally determine, for purposes of the provisions described in Code section 414(u)(1)(C), whether to take into account any 401(k) Contributions or Matching Contributions attributable to differential wage payments. This subparagraph applies only if all employees performing service in the uniformed services described in Code section 3401(h)(2)(A) are entitled to receive differential wage payments on reasonably equivalent terms and entitled to make contributions to the Plan based on such differential wage payments on reasonably equivalent terms (as determined by Code sections 410(b)(3), (4) and (5)).

(c)

Deemed Severance. Notwithstanding the provisions of Section 10.7(a), if a Participant performs service in the uniformed services (as defined in Code section 414(u)(12)(B) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of the Participant's Pre-Tax Account or Roth 401(k) Account under the Plan. However, the Plan will not distribute such a Participant's Pre-Tax Account or Roth 401(k) Account due to this deemed severance from employment unless the Participant specifically elects to receive a distribution from their Account. If a Participant elects to receive a distribution on account of the deemed severance, then the Participant may not make a 401(k) Contributions or other employee contribution during the six-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of a deemed severance, and a distribution on account of another Plan provision, the other Plan provision will control and the six-month suspension will not apply.

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Sec. 10.8 Distributions at Age 70½. A Participant who has attained age 70½ may withdraw all or a part of the Participant’s vested interest in his Accounts at any time. Such withdrawals shall be made first from the Participant’s After-tax Pre 87 Account, then from the Participant’s After-tax Post 86 Account, then from the Participant’s Pre-tax Rollover Account, then from the Participant’s Roth Rollover Account, then from the Participant’s 100% Vested Company Money Account, then from the Participant’s Matching Account, then from the Participant’s Pre-Tax Employee & QNEC Account, and then from the Participant’s Roth 401(k) Account. Notwithstanding anything in this Sec. 10.8 to the contrary, a Participant who is subject to “short swing profits” liability under Section 16 of the Securities and Exchange Act of 1934 shall not receive a cash withdrawal from the portion (if any) of the Participant’s Accounts that is invested in the TCF Financial Stock Fund under this Section less than six months after the Participant has made a discretionary purchase of TCF Stock under any other plan of such Participant’s Participating Employer. This limitation shall be construed consistently with requirements under Section 16 of said Act, and shall not be construed to apply to distributions permissible under Sec. 10.1 on account of termination of employment, disability, retirement or death.

Sec. 10.9 Source of Benefits. All benefits to which persons become entitled hereunder shall be provided only out of the Fund and only to the extent that the Fund is adequate therefor. No benefits are provided under the Plan except those expressly described herein.

Sec. 10.10 Incompetent Payee. If in the opinion of the Company a person entitled to payments hereunder is disabled from caring for his affairs because of mental condition, physical condition, or age, payment due such person may be made to such person’s guardian, conservator, or other legal personal representative upon furnishing the Company with evidence satisfactory to the Company of such status. Prior to the furnishing of such evidence, the Company may cause payments due the person under disability to be made, for such person’s use and benefit, to any person or institution then in the opinion of the Company caring for or maintaining the person under disability. The Company shall have no liability with respect to payments so made. The Company shall have no duty to make inquiry as to the competence of any person entitled to receive payments hereunder.

Sec. 10.11 Benefits May Not Be Assigned or Alienated. Except as otherwise expressly permitted by the Plan or required by law, the interests of persons entitled to benefits under the Plan may not in any manner whatsoever be assigned or alienated, whether voluntarily or involuntarily, or directly or indirectly. However, the Plan shall comply with the provisions of any court order which the Company determines is a qualified domestic relations order as defined in Code section 414(p). To the extent permitted by any qualified domestic relations order, benefits assigned to an alternate payee may be distributed to the alternate payee prior to the Participant’s earliest retirement age. The terms “qualified domestic relations order,” “alternate payee” and “earliest retirement age” have the meanings set forth in Code section 414(p). This Section 10.11 shall not apply to, or be construed as invalidating:


(a)	the enforcement of a federal tax levy pursuant to Code section 6331; or the collection by the United States on a judgment relating to an unpaid tax assessment;


(b)	a recovery by the Plan of overpayments of benefits previously paid to a Participant or Beneficiary;

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(c)	an arrangement for the direct deposit of benefit payments to an account in a bank, savings and loan association or credit union, provided such arrangement is not part of an arrangement constituting an assignment or alienation;


(d)	a waiver or release of claims that is made or given by a Participant or Beneficiary in favor of the Plan, the Plan Administrator, or the Trustee; in favor of the Company or an Affiliate; or in favor of any shareholder, partner, director, officer, employee, fiduciary, or agent of the Plan, the Plan Administrator, the Trustee, the Company or an Affiliate; or


(e)	a disclaimer of benefits that is made by a Beneficiary in accordance with the requirements of Code section 2518 and applicable state law.

Sec. 10.12 Payment of Taxes. The Funding Agency may pay any estate, inheritance, income, or other tax, charge, or assessment attributable to any benefit payable hereunder which in the Funding Agency’s opinion it shall be or may be required to pay out of such benefit and shall withhold such amounts as required by applicable law or, if greater, such amounts as the Participant elects to have withheld for the payment of taxes. The Funding Agency may require, before making any payment, such release or other document from any taxing authority and such indemnity from the intended payee as the Funding Agency shall deem necessary for its protection. Without limiting the generality of the foregoing, any transfer taxes on transfer of shares of TCF Financial Stock to a Participant pursuant to a withdrawal election by the Participant may be charged to the Participant’s Account from which the withdrawal is made.

Sec. 10.13 Conditions Precedent. No person shall be entitled to a benefit hereunder until his right thereto has been finally determined by the Company nor until he has submitted to the Company relevant data reasonably requested by the Company, including, but not limited to, proof of date of birth or death.

Sec. 10.14 Company Directions to Funding Agency. The Company shall issue such written directions to the Funding Agency as are necessary to accomplish distributions to the Participants and Beneficiaries in accordance with the provisions of the Plan.

Sec. 10.15 Effect on Unemployment Compensation. For purposes of any unemployment compensation law, a distribution hereunder in one sum to the extent it is attributable to employer contributions may be considered to be a severance payment and shall be considered to be allocated over a period of weeks equal to the one sum payment divided by the employee’s regular weekly pay while employed by his Participating Employer, which period shall commence immediately following the employee’s Termination of Employment.

Sec. 10.16 Accounting Following Partial Termination or Termination of the Plan. If distribution of all or any part of a benefit is deferred or delayed for any reasons following partial termination or termination of the Plan in accordance with Article XIII, the undistributed portion of any Account shall continue to be revalued as of each Valuation Date as provided in Sec. 7.2.

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Sec. 10.17 Put Option. If they are not publicly traded when distributed or are subject to a trading limitation when distributed, shares of TCF Financial Stock distributed hereunder which were acquired with the proceeds of an Exempt Loan shall be subject to a “put option” as follows:


(a)	The put option shall be exercisable only by the distributee (whether the Participant or a Beneficiary), any person to whom the shares of TCF Financial Stock have passed by gift from the distributee and any person (including an estate or the distributee from an estate) to whom the shares of TCF Financial Stock passed upon the death of the distributee (hereinafter referred to as the “holder”).

(b)

The put option must be exercised during the 60-day period beginning on the date the shares of TCF Financial Stock are first distributed by the Plan or during a 60-day period in the Plan Year following the Plan Year in which the shares of TCF Financial Stock are distributed. The period during which the put option is exercisable shall not include any time when a holder is unable to exercise the put option because the Company is prohibited from honoring the put option by federal or state law.


(c)	To exercise the put option, the holder shall notify the Company in writing that the put option is being exercised. The Company shall determine whether or not it is precluded from honoring the put option by federal or state law, and shall so notify the Participant.


(d)	Upon receipt of such notice, the Company shall tender to the holder the fair market value either in a lump sum or substantially equal installments (bearing a reasonable rate of interest and providing adequate security to the holder) over a period beginning within 30 days following the date the put option is exercised and ending not more than five years after the date the put option is exercised.


(e)	The Plan is not bound to purchase TCF Financial Stock pursuant to the put option, but the Funding Agency may cause the Plan to assume the Company’s rights and obligations to acquire TCF Financial Stock under the put option.

(f)

For the purposes of subsection (d), fair market value shall be determined in good faith and on the basis of all relevant factors for determining the fair market value of securities and in accordance with the requirements of 26 C.F.R. § 54.4975‑11(d)(5). In addition, TCF Financial Stock shall be valued by an independent appraiser meeting the requirements of Code section 170 in accordance with the requirements of Code section 401(a)(28). In the case of a transaction between the Plan and a disqualified person, fair market value must be determined as of the date of the transaction. In all other cases, fair market value shall be determined as of the most recent Valuation Date.


(g)	For the purposes of this section, a “trading limitation” on a security is a restriction under any federal or state securities law, any regulation thereunder, or an agreement affecting the security which would make the security not as freely tradable as one not subject to such restrictions.

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Sec. 10.18 No Other Restrictions on Qualifying Employer Securities. Except as provided in Sec. 10.17, no options, buy‑sell arrangements, puts, calls, rights of first refusal or other restrictions on alienability shall attach to any TCF Financial Stock acquired with the proceeds of an Exempt Loan and distributed hereunder or held by the Funding Agency, whether or not the stock bonus portion of this Plan continues to be an employee stock ownership plan. Any put option extended under Sec. 10.17 shall continue in force notwithstanding that an Exempt Loan is repaid or that the stock bonus portion of this Plan ceases to be an employee stock ownership plan.

Sec. 10.19 Direct Rollover Distributions. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this section, a distributee may elect, at the time and in the manner prescribed by the Company, to have any portion of an eligible rollover distribution paid directly to the eligible retirement plan specified by the distributee in a direct rollover. The following definitions apply for purposes of this Section:

(a)

“Eligible rollover distribution.” An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: (1) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; (2) any distribution to the extent such distribution is required under section 401(a)(9) of the Code; (3) any hardship distribution (as described in section 401(k)(2)(B)(i)(IV) of the Code) that is made after December 31, 1998; (4) the portion of any distribution that is not includible in gross income of the recipient (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and (5) any other distributions that are reasonably expected to total less than $200 during a year; provided, however, that in the case of a distribution to a designated beneficiary who is not the employee’s surviving spouse, the distribution must be made in the form of a direct trustee-to-trustee transfer to an eligible retirement plan. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be paid only to an individual retirement account or annuity described in Code section 408(a) or (b), or to a qualified defined contribution plan described in Code sections 401(a) or 403(a), or an annuity contract described in Code section 403(b), that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

(b)

“Eligible retirement plan.” An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution. An eligible retirement plan shall also mean an annuity contract described in Code section 403(b) and an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or

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any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code section 414(p). However, in the case of an eligible rollover distribution to a designated beneficiary who is not the employee’s surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. Effective as of January 1, 2008, a Roth IRA described in Code section 408A is also an eligible retirement plan. If any portion of an eligible rollover distribution is attributable to payments or distributions from a designated Roth account, an eligible retirement plan with respect to such portion shall include only another designated Roth account or a Roth IRA.


(c)	“Distributee.” A distributee includes an employee or former employee. In addition:


(1)	the employee’s or former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse; and


(2)	the designated beneficiary (as defined in Code section 401(a)(9)(E), including trusts maintained for the benefit of one or more designated beneficiaries to the extent permitted by Treasury regulations) of an employee or former employee is a distributee with regard to the interest of the designated beneficiary.


(d)	“Direct rollover.” A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

In the event of a mandatory lump sum distribution greater than $1,000 that is made in accordance with the provisions of Section 10.1 on or after January 1, 2019, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Plan will pay the distribution required under Section 10.1 for the Participant (but not a Beneficiary or alternate payee) in the form of a direct rollover of the Participant’s entire vested benefit to an individual retirement account or annuity established for the benefit of the Participant with a financial institution designated by the Company for this purpose. Any such transfer shall be made in accordance with the requirements of Code section 401(a)(31)(B)(i) and any applicable Income Tax Regulations or Department of Labor Regulations.

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Sec. 10.20 Minimum Distribution Requirements.


(a)	General Rules.


(1)	Precedence. The requirements of this Section 10.20 will take precedence over any inconsistent provisions of the Plan; however, the provisions of this Section will not create any distribution option that is not otherwise available under the Plan.


(2)	Requirements of Treasury Regulations Incorporated. All distributions required under this Section 10.20 will be determined and made in accordance with the Treasury Regulations under Code section 401(a)(9).


(3)	TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 10.20, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.


(b)	Time and Manner of Distribution.


(1)	Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(2)

Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. For purposes of this subsection (b)(2) and subsection (d), distributions are considered to begin on the Participant’s Required Beginning Date.

(3)

Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with subsections (c) and (d). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code section 401(a)(9) and the Income Tax Regulations.


(c)	Required Minimum Distributions During Participant’s Lifetime.


(1)	Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

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(A)	the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Income Tax Regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or

(B)

if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.


(2)	Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this subsection (c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.


(d)	Required Minimum Distributions After Participant’s Death.


(1)	Death on or After Date Distributions Begin.

(A)

Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:


(i)	The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii)

If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the

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spouse’s death, reduced by one for each subsequent calendar year.


(iii)	If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(B)

No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.


(2)	Death Before Date Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.


(e)	Special Rules for Direct Rollover Distributions to Nonspouse Beneficiaries. The following rules apply in the case of a distribution to a nonspouse Beneficiary that is made in the form of a direct rollover pursuant to Sec. 10.19.

(1)

Death Before Date Distributions Begin. If the Participant dies before his or her Required Beginning Date, the amount eligible for rollover with respect to a nonspouse Beneficiary shall be determined under the five-year rule described in subsection (d)(2). Under this rule, no amount is required to be distributed until the fifth calendar year following the year of the Participant's death. In that year, the entire amount to which the Beneficiary is entitled under the Plan must be distributed.

(2)

Death On or After Date Distributions Begin. If a Participant dies on or after his or her Required Beginning Date, for the year of the Participant's death, the required minimum distribution is the same as the amount that would have applied if the Participant were still alive and elected a Direct Rollover. For the year after the year of the Participant's death and subsequent years, the applicable distribution period under subsection (d)(l) shall be used to calculate the required minimum distribution. The amount not eligible for rollover shall include all undistributed required minimum distributions for the year in which the direct rollover occurs and any prior year, including years before the Participant's death.

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(f)

2009 Required Minimum Distributions. Notwithstanding the rest of Section 10.20 of the Plan, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009, but for the enactment of Section 401(a)(9)(H) of the Internal Revenue Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will receive those distributions for 2009 unless the Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to stop receiving the distributions described in the preceding sentence. In addition, a direct rollover will be offered only for distributions that would be Eligible Rollover Distributions (as described in Section 10.8 of the Plan) without regard to Section 401(a)(9)(H) of the Internal Revenue Code.


(g)	Definitions.


(1)	Designated Beneficiary. The individual who is designated as the Beneficiary under Article VIII of the Plan and is the Designated Beneficiary under Code section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4 of the Income Tax Regulations.

(2)

Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under subsection (b)(2). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.


(3)	Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Income Tax Regulations.

(4)

Participant’s Account Balance. The Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date.

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The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.


(5)	Required Beginning Date. The date specified in Section 10.1(b)(2) of the Plan.

ARTICLE XI

MANAGEMENT OF FUNDS

Sec. 11.1 Composition. The stock bonus portion of the Plan is designed to invest primarily in TCF Financial Stock; however, the TCF Financial Stock Fund is designed to invest exclusively in TCF Financial Stock, except to the extent otherwise permitted by Section 11.6. All sums of money and all securities and other property received by the Funding Agencies for purposes of the Plan, together with all investments made therewith, the proceeds thereof and all earnings and accumulations thereon, and the part from time to time remaining shall constitute the “Fund.” The Company may cause the Fund to be divided into any number of parts for investment purposes or any other purposes necessary or advisable for the proper administration of the Plan. Commencing July 1, 2012, the Plan is a single plan consisting of two parts: (i) a profit sharing portion consisting of those portions of Accounts which at that point in time are invested in assets other than the TCF Financial Stock Fund, and (ii) a stock bonus portion consisting of those portions of Accounts which at that same point in time are invested in the TCF Financial Stock Fund, with the stock bonus portion being an employee stock ownership plan that is designed to invest primarily in the TCF Financial Stock Fund. If for any purpose it is necessary to determine the value of an asset in the Fund for which fair market value is not available, the value of such asset shall be its fair value as determined in good faith by the Company or other Named Fiduciary assigned such function, or if the asset is held in trust and the trust agreement so provides, as determined in good faith by the trustee. Notwithstanding the foregoing, the Company may suspend or prohibit further acquisition of TCF Financial Stock by the Plan if necessary to comply with stock ownership limits of the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation, under their rules or policies.

Sec. 11.2 Funding Agency. The Fund may be divided into any number of parts for investment purposes. Each part of the Fund shall be held and invested by one or more trustees or by an insurance company. The trustee or trustees or the insurance company so acting with respect to any part of the Fund is referred to herein as the Funding Agency with respect to such part of the Fund. The selection and appointment of each Funding Agency shall be made by TCF Financial. TCF Financial shall have the right at any time to remove a Funding Agency and appoint a successor thereto, subject only to the terms of any applicable trust agreement or group annuity contract. TCF Financial shall have the right to determine the form and substance of each trust agreement and group annuity contract under which any part of the Fund is held, subject only to the requirement that they are not inconsistent with the provisions of the Plan. Any such trust agreement may contain provisions under which the trustee is authorized to make investments on direction of a third party.

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Sec. 11.3 Compensation and Expenses of Funding Agency. The Funding Agency shall be entitled to receive such reasonable compensation for its services as may be agreed upon with the Company. The Funding Agency shall also be entitled to reimbursement for all reasonable and necessary costs, expenses, and disbursements incurred by it in the performance of its services. Such compensation and reimbursements shall be paid from the Fund if not paid directly by the Participating Employers in such proportions as the Company shall determine.

Sec. 11.4 Funding Policy. The Company shall adopt a procedure, and revise it from time to time as it shall consider advisable, for establishing and carrying out a funding policy and method consistent with the objectives of the Plan and the requirements of ERISA. It shall advise each Funding Agency of the funding policy in effect from time to time.

Sec. 11.5 No Diversion. The Fund shall be for the exclusive purpose of providing benefits to Participants under the Plan and their Beneficiaries and defraying reasonable expenses of administering the Plan. Such expenses may include, by way of example and not as a limitation, premiums for the bonding of Plan officials required by ERISA. Such expenses may also include, by way of example and not as a limitation, attorneys fees incurred in connection with amending the Plan to comply with legislative, case law and regulatory developments; annual audit of the Plan performed by a certified public accountant; the fees of an outside consultant performed in connection with the administration of the Plan (e.g., preparation of benefit statements to Participants); reasonable fees of the Funding Agency; and fees paid to members of any committee (if established) administering the Plan, except that no such payment may be made to an employee who is already receiving full-time pay from a Participating Employer. Notwithstanding the foregoing, an expense shall not be deemed a reasonable expense of administering the Plan if it is incurred for the benefit of a Participating Employer, including, but only by way of example, expenses relating to the establishment, termination and design of the Plan. No part of the corpus or income of the Fund may be used for, or diverted to, purposes other than for the exclusive benefit of employees of the Participating Employers or their beneficiaries. Notwithstanding the foregoing:

(a)

If any contribution or portion thereof is made by a Participating Employer by a mistake of fact, the Funding Agency shall, upon written request of the Company, return such contribution to the Participating Employer within one year after the payment of the contribution to the Funding Agency; however, earnings attributable to such contribution or portion thereof shall not be returned to the Participating Employer but shall remain in the Fund, and the amount returned to the Participating Employer shall be reduced by any losses attributable to such contribution or portion thereof.

(b)

Contributions by the Participating Employers are conditioned upon the deductibility of each contribution under Code section 404. To the extent the deduction is disallowed, the Funding Agency shall, upon written request of the Company, return such contribution to the Participating Employer within one year after the disallowance of the deduction; however, earnings attributable to such contribution (or disallowed portion thereof) shall not be returned to the Participating Employer but shall remain in the Fund, and the amount returned to the Participating Employer shall be reduced by any losses attributable to such contribution (or disallowed portion thereof).

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(c)	Contributions (and earnings thereon) by the Participating Employers may be refunded to Participants as provided in Sec. 5.5, Sec. 5.6 or Sec. 5.7.


(d)	Shares of TCF Financial Stock pledged to secure an Exempt Loan may be distributed to any lender of such an Exempt Loan in order to comply with the terms of such Loan in the event of default on the Loan and foreclosure by the lender on such shares as collateral.


(e)	Amounts remaining in a suspense account established pursuant to Article VI upon the termination of the Plan shall be returned to the Company after all of the Plan’s liabilities to Participants and their Beneficiaries have been satisfied.

In the case of any such return of contribution, the Company shall cause such adjustment to be made to the Accounts of Participants as it considers fair and equitable under the circumstances resulting in the return of such contribution.

Sec. 11.6 Description of TCF Financial Stock Fund. The TCF Financial Stock Fund shall consist exclusively of shares of Common Stock of TCF Financial Corporation, except for cash or cash equivalent investments held for the limited purpose of making cash distributions to Participants or pending the investment of contributions or other cash receipts in Common Stock. The TCF Financial Stock Fund shall be invested under the procedures described herein.

(a)

Investment in TCF Financial Stock shall be made from time to time by the Funding Agency on the open market through brokers or by purchase from securities dealers or by private purchase at such prices and in such amounts as the Funding Agency may determine in its absolute and uncontrolled discretion; provided, however, that no private purchase of such shares shall be made at a total cost greater than the total cost (including brokers’ fees and other expenses of purchase) of purchasing such shares at the then prevailing price of such shares in the open market, such prevailing price to be determined by the Funding Agency as nearly as practicable, or, if such shares should be listed on a national or regional securities exchange, or on the NASDAQ quotation system, such prevailing price to be the closing price on such exchange or system on the date of such private purchase or, if such shares were not traded on such date, the next subsequent date on which such shares were traded. The Funding Agency is authorized to utilize a number of different broker‑dealers and to utilize staggered purchases as necessary in order to prevent possible increased costs of acquiring TCF Financial Stock if these procedures are not used. The Funding Agency also may, in its discretion, limit the daily volume of its purchases or sales of shares of TCF Financial Stock to the extent that such action is deemed by it to be in the best interest of the Participants.

(b)

TCF Financial Stock may be purchased from TCF Financial and contributions and contributions hereunder may be made in the form of TCF Financial Stock, provided that no officer or director of the Company, or an associate thereof, receives an allocation of any such shares in contravention of rules or policies of the Comptroller of the Currency or the Federal Deposit Insurance Agency, as the Funding Agency is so advised by the Company. If TCF Financial Stock is purchased from TCF Financial,

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the purchase will be made at the closing price of a share of TCF Financial Stock on the New York Stock Exchange for the business day immediately preceding the transaction, and no commission is charged to Plan assets in connection with any purchase of said Stock from TCF Financial. No TCF Financial Stock shall be purchased from a seller electing non‑recognition treatment under Code section 1042.

(c)

It is contemplated that from time to time the Funding Agency may hold funds in the TCF Financial Stock Fund temporarily awaiting investment in shares of TCF Financial Stock. Such funds may, pending such investment, be invested in short term securities issued or guaranteed by the United States of America or any agency or instrumentality thereof, or any other investment of a short term nature, including corporate obligations or participations therein, and the Funding Agency’s short term collective investment fund. Any rights, warrants or options issued with respect to TCF Financial Stock held in the Fund shall be exercised or sold as the Funding Agency may determine.

Sec. 11.7 Reinvestment; Pass‑through of Dividends. Income on and proceeds of sales of investments of the TCF Financial Stock Fund shall be reinvested by the Funding Agency in the same Fund, except that any dividends paid on TCF Financial Stock (other than dividends paid on TCF Financial Stock held in an Advance Contribution Account or “trailing” dividends distributable to a Participant who has previously received distribution of the remainder of his Account) shall be:


(a)	distributed to the Participant or Beneficiary in proportion to the Participant’s or Beneficiary’s interest in the TCF Financial Stock Fund as of the record date for the dividend; or


(b)	reinvested in the TCF Financial Stock Fund for the benefit of the Participant or Beneficiary to whom they would otherwise have been distributed;

as elected by the Participant or Beneficiary in accordance with such rules and regulations as the Company may provide from time to time; provided, however, that such rules shall be uniform and nondiscriminatory as to all employees of a given Participating Employer.

All dividends distributed pursuant to this section shall be distributed in the form of cash. Dividends may be distributed on or about the date of payment of the dividend by TCF Financial, or in the discretion of the Company, dividends may be accumulated from two or more calendar quarters of the same fiscal year and distributed at one time, provided that such distribution occurs no later than 90 days after the end of the Plan Year in which they were paid, as the Company directs from time to time. The Funding Agency may invest funds contributed to the Plan in the Funding Agency’s short term collective investment fund in such amount as the Company determines and reports to the Funding Agency will be necessary in order to provide sufficient liquidity for the distribution of dividends in the form of cash.

Sec. 11.8 Uninvested Cash. A Funding Agency may, in its discretion, maintain in cash, without obligation to credit interest thereon, such part of the assets of each Investment Fund as it considers necessary or desirable for the proper administration of such Fund and may deposit any uninvested funds with itself or any bank.

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Sec. 11.9 Crediting of Contributions to TCF Financial Stock Fund. Amounts credited to a Participant’s Accounts shall be invested in the TCF Financial Stock Fund as directed by Participants pursuant to Sec. 11.11.

Sec. 11.10 Leveraging of Plan.

(a)

Leveraged acquisitions of TCF Financial Stock. The Funding Agency, with the prior concurrence of the Company, is authorized to enter into an Exempt Loan. No such loan shall be entered into, however, unless the Company certifies to the Funding Agency that periodic payments due on such loan do not exceed the amounts of reasonably projected employer contributions to the Plan over the period of such loan, as determined by the Company. Also, no such loan shall be entered into if the Company is a lender or guarantees repayment of such loan. Any such loan may be guaranteed by TCF Financial Corporation, however, and TCF Financial Corporation may be a lender of such a loan. The proceeds of any Exempt Loan shall be invested as provided in Sec. 2.12 or 2.14, as applicable. All shares of TCF Financial Stock acquired with the proceeds of an Exempt Loan and held to secure payment of an Exempt Loan shall be credited to the Unallocated Reserve until such time as they are released from such encumbrance. An Exempt Loan may only be repaid by employer contributions to the Plan; employee contributions may not be applied to the repayment of any such loan.


(b)	Allocation of TCF Financial Stock to Accounts. The shares of TCF Financial Stock which are released from encumbrance on account of loan payments made with Employer Contributions shall be allocated as of the Valuation Date for which the Employer contribution was made, in accordance with Article VI.

(c)

Disposition of Shares. If shares of TCF Financial Stock which are acquired with the proceeds of an Exempt Loan are sold before being released from the Unallocated Reserve, the proceeds of the sale shall be applied to the payment of principal and interest on the shares which are sold. Shares of TCF Financial Stock that are released from encumbrance as a result of such payments, and any remaining sale proceeds, shall be treated as general investment gain of the Fund and shall be allocated to the Accounts of Participants as of the next Valuation Date in proportion to the balance then credited to each such Account, to the extent that such allocation is determined to be permissible under applicable law at the time of the sale.

(d)

Application of Dividends. Dividends received on TCF Financial Stock held in the Unallocated Reserve and acquired with the proceeds of an Exempt Loan may be used to repay the Exempt Loan, or may be distributed to Participants pursuant to Sec. 11.7, as the Company so directs. To the extent such dividends are not used to repay an Exempt Loan or distributed to Participants, they shall be treated as general investment gain of the Fund. Such gain shall be applied to the purchase of TCF Financial Stock and allocated to the Accounts of Participants as of the next Valuation Date in proportion to the balance then credited to each such Account.

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Sec. 11.11 Diversification of Investments.

(a)

Participant Direction. A Participant, and the Beneficiary of any deceased Participant, may direct the Trustee in the investment of the Contributions made by or on behalf of the Participant, and of the amounts from time to time credited to the Participant’s Accounts, among such investments or investment funds as may be permitted by the Company. Contributions that are made by or on behalf of such a Participant who has not made a valid investment direction shall be invested in the qualified default investment alternative (within the meaning of Department of Labor Regulation § 2550.404c-5) applicable to the Participant as designated by the Company.

(b)

Investment Options. Participants and Beneficiaries who are permitted to direct the Trustee in the investment of their Accounts may choose from among such investments or investment funds as may be permitted by the Company; provided, that the Plan shall offer at least three investment options in addition to the TCF Financial Stock Fund, each of which is diversified and each of which has materially different risk and return characteristics.

(c)

Procedures for Directing Investments. Participants’ and Beneficiaries’ investment directions shall be made in accordance with such procedures as shall be established by the Company. It is intended that such procedures will comply with the requirements of ERISA Section 404(c) and Code Section 401(a)(35). As of each Valuation Date, the value of the Accounts of Participants who have directed the investment of their Accounts into investments other than TCF Financial Stock shall be adjusted to reflect the increase or decrease in the value of, and the amount of any income from, such directed investments. The Plan shall provide reasonable divestment and reinvestment opportunities at least quarterly. Furthermore, except as permitted by Code Section 401(a)(35) and the regulations issued thereunder, the Plan may not impose restrictions or conditions on the investment of TCF Financial stock which the Plan does not impose on the investment of other Plan assets.

(d)

Restrictions on Investment Directions. Notwithstanding anything in this Sec. 11.11 to the contrary, a Participant who is subject to ‘short swing profits’ liability under Section 16 of the Securities and Exchange Act of 1934 will not be permitted to change the investment of his or her existing Account balances in the TCF Financial Stock Fund unless at least six months has expired since the Participant’s last election under this Plan (or under any other plan of a Participating Employer) to effect a ‘Discretionary Transaction’ (as defined in SEC Rule 16b-3) which was:


(1)	an acquisition of TCF Financial Stock, if the current transaction involves a transfer of funds out of the TCF Financial Stock Fund; or


(2)	a disposition of TCF Financial Stock, if the current transaction involves a transfer of funds into the TCF Financial Stock Fund.

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This limitation shall be construed consistently with requirements under Section 16 of said Act, and shall not be construed to prohibit distributions on account of a Participant’s termination of employment, disability, retirement or death.

(e)

Transferred Loans from Merged Plans. The promissory notes with respect to outstanding Participant loans under the Chemical Financial Corporation 401(k) Savings Plan as of December 31, 2019, shall be allocated as an investment for the Accounts of the applicable Participant, so that the portion of a Participant’s Account or Accounts represented by the outstanding loan principal is segregated for investment purposes. In lieu of sharing in income or losses on investments of the Fund, the segregated portion of the Participant’s Accounts shall be credited with all interest paid by the Participant on the loan. Repayments of principal and interest on a loan shall be reinvested in accordance with the investment designation in effect under subsection (a) for future contributions on the date the repayment is received by the Funding Agency. Such transferred outstanding loans shall continue to be subject to the Chemical Financial Corporation 401(k) Savings Plan Loan Procedures.

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ARTICLE XII

ADMINISTRATION OF PLAN

Sec. 12.1 Administration by Company. The Company is the “administrator” of the Plan for purposes of ERISA. Except as expressly otherwise provided herein, the Company shall control and manage the operation and administration of the Plan and make all decisions and determinations incident thereto. Except in cases where the Plan expressly requires action on behalf of the Company to be taken by the Board, action on behalf of the Company may be taken by any of the following:


(a)	The Board.


(b)	The chief executive officer of the Company.

(c)

Any person or persons, natural or otherwise, department or committee, to whom responsibilities for the operation and administration of the Plan are allocated by the Company, by resolution of the Board, or by written instrument executed by the chief executive officer of the Company and filed with its permanent records, but action of such person or persons, department or committee shall be within the scope of said allocation.

The Company shall have sole and exclusive discretion in performing its duties pursuant to the Plan; provided, that it may not exercise such discretion in a manner that is inconsistent with any express provision of the Plan. The Company shall have absolute discretion in deciding the meaning of unclear or ambiguous provisions in the Plan, and its final decisions shall be conclusive and binding unless they are found by a court of competent jurisdiction to have been arbitrary and capricious.

Sec. 12.2 Certain Fiduciary Provisions. For purposes of the Plan:


(a)	Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.


(b)	A Named Fiduciary, or a fiduciary designated by a Named Fiduciary pursuant to the provisions of the Plan, may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.


(c)	To the extent permitted by any applicable trust agreement or group annuity contract a Named Fiduciary with respect to control or management of the assets of the Plan may appoint an investment manager or managers, as defined in ERISA, to manage (including the power to acquire and dispose of) any assets of the Plan.

(d)

At any time that the Plan has more than one Named Fiduciary, if pursuant to the Plan provisions fiduciary responsibilities are not already allocated among such Named Fiduciaries, the Company, by action of the Board or chief executive officer may provide for such allocation; except that such allocation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan

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other than a power under the trust agreement to appoint an investment manager as defined in ERISA.

(e)

Unless expressly prohibited in the appointment of a Named Fiduciary which is not the Company acting as provided in Sec. 12.1, such Named Fiduciary by written instrument may designate a person or persons other than such Named Fiduciary to carry out any or all of the fiduciary responsibilities under the Plan of such Named Fiduciary; except that such designation shall not include any responsibility, if any, in a trust agreement to manage or control the assets of the Plan other than a power under the trust agreement to appoint an investment manager as defined in ERISA.


(f)	A person who is a fiduciary with respect to the Plan, including a Named Fiduciary, shall be recognized and treated as a fiduciary only with respect to the particular fiduciary functions as to which such person has responsibility.

Each Named Fiduciary, each other fiduciary, each person employed pursuant to subsection (b) above, and each investment manager shall be entitled to receive reasonable compensation for services rendered, for the reimbursement of expenses properly and actually incurred in the performance of their duties with the Plan, and for the reimbursement of expenses properly paid by the fiduciary on behalf of the Plan, and to payment thereof from the Fund if not paid directly by the Participating Employers in such proportions as the Company shall determine. Notwithstanding the foregoing, no person so serving who already receives full‑time pay from any employer or association of employers whose employees are Participants, or from an employee organization whose members are Participants, shall receive compensation from the Plan, except for reimbursement of expenses properly and actually incurred.

Sec. 12.3 Discrimination Prohibited. No person or persons in exercising discretion in the operation and administration of the Plan shall discriminate in favor of Highly Compensated Employees of any Participating Employer.

Sec. 12.4 Evidence. Evidence required of anyone under this Plan may be certificate, affidavit, document, or other instrument which the person acting in reliance thereon considers to be pertinent and reliable and to be signed, made, or presented by the proper party.

Sec. 12.5 Correction of Errors. It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Company or Funding Agency. The Company shall have power to cause such equitable adjustments to be made to correct for such errors, determining an appropriate and reasonable correction by taking into account, as applicable, any requirements under the Income Tax Regulations and the Employee Plans Compliance Resolution System (EPCRS) program for which the Plan is eligible. Such adjustments shall be final and binding on all persons. Any return of contribution due to mistake of fact will be subject to Sec. 11.5.

Sec. 12.6 Records. Each Participating Employer, each fiduciary with respect to the Plan, and each other person performing any functions in the operation or administration of the Plan or the management or control of the assets of the Plan shall keep such records as may be necessary or appropriate in the discharge of their respective functions hereunder, including records required

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by ERISA or any other applicable law. Records shall be retained as long as necessary for the proper administration of the Plan and at least for any period required by ERISA or other applicable law.

Sec. 12.7 General Fiduciary Standard. Each fiduciary shall discharge his duties with respect to the Plan solely in the interests of Participants and their Beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Sec. 12.8 Claims Procedure. The Company shall establish a claims procedure consistent with the requirements of ERISA. Such claims procedure shall provide adequate notice in writing to any Participant or Beneficiary whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in manner calculated to be understood by the claimant and shall afford a reasonable opportunity to a claimant whose claim for benefits has been denied for a full and fair review by the appropriate Named Fiduciary of the decision denying the claim.

Sec. 12.9 Bonding. Plan personnel shall be bonded to the extent required by ERISA or for such larger amounts as the Company may determine in its discretion. Premiums for such bonding may, in the sole discretion of the Company, be paid in whole or in part from the Fund. Such premiums may also be paid in whole or in part by the Participating Employers in such proportions as the Company shall determine. The Company may provide by agreement with any person that the premiums for required bonding shall be paid by such person.

Sec. 12.10 Waiver of Notice. Any notice required hereunder may be waived by the person entitled thereto. Any requirement herein that a notice or other communication be given in writing shall be construed as permitting the notice or communication to be given through an electronic medium; provided, however, that any electronically delivered notice or communication shall comply with any applicable regulations of the U.S. Internal Revenue Service or Department of Labor concerning “paperless” communications.

Sec. 12.11 Agent for Legal Process. The Company shall be the agent for service of legal process with respect to any matter concerning the Plan, unless and until the Company designates some other person as such agent.

Sec. 12.12 Effect of Criminal Conviction. Persons who have been convicted of a crime shall not be permitted to serve as administrator, fiduciary, officer, trustee, custodian, counsel, agent, or employee of or as a consultant to the Plan, if prohibited from so serving by ERISA.

Sec. 12.13 Indemnification. In addition to any other applicable provisions for indemnification, the Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each member of a governing body, each officer, and each employee of the Participating Employers against any and all liabilities, losses, costs, or expenses (including legal fees) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against such person at any time by reason of such person’s services as a fiduciary in connection with the Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost, or expense arises. In lieu

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or in addition to providing indemnification, the Company may purchase insurance for such individuals.

ARTICLE XIII

AMENDMENT, TERMINATION, MERGER

Sec. 13.1 Amendment. Subject to the non‑diversion provisions of Sec. 11.5 the Company, by action of the Board, or by action of a person or Committee so authorized by resolution of the Board, may amend the Plan at any time and from time to time. No amendment of the Plan shall:


(1)	have the effect of changing the rights, duties, and liabilities of any Funding Agency without its written consent;


(2)	reduce the nonforfeitable percentage of any Participant’s Accounts; or


(3)	reduce any Participant’s “Section 411(d)(6) protected benefits,” except to the extent permitted under Code section 411(d)(6).

The Company agrees that promptly upon adoption of any amendment to the Plan it will furnish a copy of the amendment together with a certificate evidencing its due adoption to each Funding Agency then acting. The Company also agrees that promptly upon adoption of the amendment it will give notice of the amendment to each other Participating Employer.

Sec. 13.2 Discontinuance of Joint Participation in Plan By a Participating Employer. A Participating Employer, by action of its board of directors or other governing body, and on appropriate written notice to the Company and each Funding Agency then acting, may discontinue its joint participation in the Plan with the other Participating Employers. Discontinuance of joint participation in the Plan by a Participating Employer shall also be effected if it fails to make its contributions pursuant to the provisions of Article VI or if at any time it ceases to be affiliated with the Company. The Company shall cause a determination to be made of the equitable part of the Fund assets held on account of Participants of the withdrawing employer and their Beneficiaries. The Company shall direct the Funding Agencies to transfer assets representing such equitable part to a separate fund for the plan of the withdrawing employer. Such withdrawing employer may thereafter exercise, in respect of such separate fund, all the rights and powers reserved to the Company with respect to the Fund. The plan of the withdrawing employer shall, until amended by the withdrawing employer, continue with the same terms as the Plan herein, except that with respect to the separate plan of the withdrawing employer the words “Participating Employer,” “Participating Employers,” and “Company” shall thereafter be considered to refer only to the withdrawing employer. Any discontinuance of participation by a Participating Employer shall be effected in such manner that each Participant or Beneficiary would (if the Plan and the plan of the withdrawing employer then terminated) receive a benefit immediately after such discontinuance of participation which is equal to or greater than the benefit he would have been entitled to receive immediately before such discontinuance of participation if the Plan had then terminated. No transfer of assets pursuant to this section shall be effected until such statements with respect thereto, if any, required by ERISA to be filed in advance thereof have been filed.

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Sec. 13.3 Reorganization of Participating Employers. In the event two or more Participating Employers shall be consolidated or merged or in the event one or more Participating Employers shall acquire the assets of another Participating Employer, the Plan shall be deemed to have continued, without termination and without a complete discontinuance of contributions, as to all the Participating Employers involved in such reorganization and their employees, except that employees whose Termination of Employment shall occur at the time of and because of such reorganization shall be entitled to benefits as in the case of a complete discontinuance of contributions to the Plan. In such event, in administering the Plan the corporation resulting from the consolidation, the surviving corporation in the merger or the employer acquiring the assets shall be considered as a continuation of all of the Participating Employers involved in the reorganization.

Sec. 13.4 Permanent Discontinuance of Contributions. A Participating Employer, by action of its board of directors or other governing body, may completely discontinue its contributions in support of the Plan. In such event, notwithstanding any provisions of the Plan to the contrary, (i) no employee of such employer shall become a Participant after such discontinuance, and (ii) each Participant shall be 100% vested in his Accounts. Subject to the foregoing, all of the provisions of the Plan shall continue in effect, and upon entitlement thereto distributions shall be made in accordance with the provisions of Article X.

Sec. 13.5 Termination.

(a)

A Participating Employer, by action of its board of directors or other governing body, may terminate the Plan as applicable to such Participating Employer and its employees. After such termination no employee of such employer shall become a Participant and no contributions shall be made by it. The Company, by action of its Board, may terminate the Plan as to all Participating Employers and their employees. Each affected Participant shall be 100% vested in the Participant’s Accounts.


(b)	If the Plan is terminated as to fewer than all of the Participating Employers, subject to the provisions of paragraph (a), all of the provisions of the Plan shall continue in effect as to the affected Participants, and upon their entitlement thereto distributions shall be made to such Participants in accordance with the provisions of Article X.

(c)

As soon as administratively feasible following the Plan’s termination as to all of the Participating Employers (or, if later, the date as of which the Internal Revenue Service issues a determination letter to the effect that the termination of the Plan will not adversely affect its tax qualified status), the Company shall establish a date (the “liquidation date”) as of which the Fund shall be valued and all Accounts shall be adjusted in the manner provided in Article VII. Prior to the liquidation date, any unallocated Forfeitures that have not theretofore been applied to the payment of expenses pursuant to Sec. 9.2(b) or allocated pursuant to Sec. 6.5(c) shall be allocated among Participants in the ratio that each Participant’s Compensation during the portion of the Plan Year ending on the liquidation date bears to the aggregate Compensation of all Participants during such period. Subject to the provisions of Sec. 10.5(d), the assets of the Plan shall then be distributed to Participants as provided in Article X hereof as though each Participant’s employment had terminated on the liquidation date.

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Sec. 13.6 Partial Termination. If there is a partial termination of the Plan as to a Participating Employer, by operation of law, by amendment of the Plan, or for any other reason, which partial termination shall be confirmed by the Company, and each Participant with respect to whom the partial termination applies shall be 100% vested in his or her Accounts. Subject to the foregoing, all of the provisions of the Plan shall continue in effect as to each such Participant, and upon entitlement thereto distributions shall be made in accordance with the provisions of Article X.

Sec. 13.7 Merger, Consolidation, or Transfer of Plan Assets. In the case of any merger or consolidation of the Plan with any other plan, or in the case of the transfer of assets or liabilities of the Plan to any other plan, provision shall be made so that each Participant and Beneficiary would (if such other plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). No such merger, consolidation, or transfer shall be effected until such statements with respect thereto, if any, required by ERISA to be filed in advance thereof have been filed. In no event shall a Participant’s Account balances be transferred to another plan unless the transfer complies with the requirements of Code sections 401(k) and 411(d)(6).

Sec. 13.8 Deferral of Distributions. Notwithstanding any provisions of the Plan to the contrary, in the case of a complete discontinuance of contributions to the Plan by a Participating Employer or of a complete or partial termination of the Plan with respect to a Participating Employer, the Company or a Funding Agency may defer any distribution of benefit payments to Participants and Beneficiaries with respect to which such discontinuance or termination applies until after the following have occurred:


(a)	Receipt of a final determination from the Treasury Department or any court of competent jurisdiction regarding the effect of such discontinuance or termination on the qualified status of the Plan under section 401(a) of the Code; and


(b)	Appropriate adjustment of Accounts to reflect taxes, costs, and expenses, if any, incident to such discontinuance or termination.

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ARTICLE XIV

TOP‑HEAVY PLAN PROVISIONS

Sec. 14.1 Key Employee Defined. “Key Employee” means any employee or former employee (including any deceased employee) of the employer who at any time during the determination period was an officer of the employer or is deemed to have had an ownership interest in the employer and who is within the definition of key employee in Code section 416(i) and the regulations thereunder in effect for the particular Plan Year.

Sec. 14.2 Determination of Top-Heavy Status. The top‑heavy status of the Plan shall be determined according to the following standards and definitions:


(a)	The Plan is a Top‑Heavy Plan for a Plan Year if either of the following applies:


(1)	If the top‑heavy ratio for this Plan exceeds 60 percent.


(2)	If this Plan is part of a required aggregation group of plans and the top‑heavy ratio for this group of plans exceeds 60 percent.

Notwithstanding paragraphs (1) and (2) above, the Plan is not a Top‑Heavy Plan with respect to a Plan Year if it is part of a permissive aggregation group of plans for which the top‑heavy ratio does not exceed 60 percent.


(b)	The “top‑heavy ratio” shall be determined as follows:

(1)

If the employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the employer has not maintained any defined benefit plan which during the five‑year period ending on the determination date has had accrued benefits, the top‑heavy ratio for this Plan alone or for the required or permissive aggregation group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the determination date (including any part of any account balance distributed in the five‑year period ending on the determination date), and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the five‑year period ending on the determination date) as of the determination date, both computed in accordance with Code section 416 and the regulations thereunder. Both the numerator and denominator of the top‑heavy ratio shall be adjusted to reflect any contribution not actually made as of the determination date but which is required to be taken into account on that date under Code section 416 and the regulations thereunder.


(2)	If the employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the employer maintains or has maintained one or more defined benefit plans which during the five‑year period ending on the determination date has had accrued benefits, the top‑heavy ratio for any required or permissive aggregation group, as

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appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees under the defined contribution plan or plans, determined in accordance with paragraph (1), and the present value of accrued benefits under the defined benefit plan or plans for all Key Employees as of the determination date, and the denominator of which is the sum of the account balances under the defined contribution plan or plans for all employees, determined in accordance with paragraph (1), and the present value of accrued benefits under the defined benefit plan or plans for all employees as of the determination date, all determined in accordance with Code section 416 and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the top‑heavy ratio shall be adjusted for any distribution of an accrued benefit made in the five‑year period ending on the determination date.

(3)

For purposes of paragraphs (1) and (2), the value of account balances and the present value of accrued benefits will be determined as of the most recent valuation date that falls within the 12‑month period ending on the determination date, except as provided in Code section 416 and regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of an employee (i) who is not a Key Employee but who was a Key Employee in a prior year, or (ii) who has not been credited with an hour of service with any employer maintaining the plan at any time during the five‑year period ending on the determination date will be disregarded. The calculation of the top‑heavy ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code section 416 and the regulations thereunder. Deductible employee contributions will not be taken into account for purposes of computing the top‑heavy ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the determination dates that fall within the same calendar year. Solely for the purpose of determining whether the Plan, or any other plan included in a required aggregation group of which this Plan is a part, is Top-Heavy, the accrued benefit of a Participant who is not a Key Employee shall be determined under: (A) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the employer; or (B) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rule of Code section 411(b)(1)(C).

(4)

Any distribution due to severance from employment, death or disability which was made prior to the one-year period ending on the determination date shall be disregarded for purposes of applying this subsection (b). Paragraphs (1) and (2) of this subsection shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with this Plan under Code section 416(a)(2)(A)(i).

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(c)	“Required aggregation group” means (i) each qualified plan (whether or not terminated) of the employer in which at least one Key Employee participates, and (ii) any other qualified plan of the employer that enables a plan described in (i) to meet the requirements of Code sections 401(a)(4) or 410.


(d)	“Permissive aggregation group” means the required aggregation group of plans plus any other plan or plans of the employer which, when consolidated as a group with the required aggregation group, would continue to satisfy the requirements of Code sections 401(a)(4) and 410.


(e)	“Determination date” means, for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, the last day of the year is the determination date.


(f)	The “determination period” for a Plan Year is the Plan Year in which the applicable determination date occurs and the four preceding Plan Years.


(g)	The “valuation date” is the last day of each Plan Year and is the date as of which account balances or accrued benefits are valued for purposes of calculating the top‑heavy ratio.


(h)	For purposes of establishing the “present value” of benefits under a defined benefit plan to compute the top‑heavy ratio, any benefit shall be discounted only for mortality and interest based on the interest rate and mortality table specified in the defined benefit plan for this purpose.


(i)	An “hour of service” is an hour for which an employee would be entitled to credit for an Hour of Service under Labor Department Regulations Section 2530.200b‑2(a) or (b).

(j)

If an individual has not performed any services for the employer at any time during the five-year period ending on the determination date with respect to a Plan Year commencing prior to 2002, or during the one-year period ending on the determination date with respect to a Plan Year commencing in 2002 or later, any account balance or accrued benefit for such individual shall not be taken into account for such Plan Year.

Sec. 14.3 Minimum Contribution Requirement. For any Plan Year with respect to which the Plan is a Top‑Heavy Plan, the employer contributions and Forfeitures allocated to each employee of a Participating Employer who is not a Key Employee, who was a Participant or who met the eligibility requirements for enrolling as a Participant during the Plan Year and whose Termination of Employment has not occurred prior to the end of such Plan Year shall not be less than the minimum amount determined in accordance with the following:


(a)	The minimum amount shall be the amount equal to that percentage of the Participant’s compensation for the Plan Year which is the smaller of:

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(1)	3 percent (which percentage shall be increased to 5 percent for any Plan Year during which the Participant also participates in a Top-Heavy defined benefit plan maintained by a Participating Employer).


(2)	The percentage which is the largest percentage of compensation allocated to any Key Employee from employer contributions and Forfeitures for such Plan Year.


(b)	For purposes of this section, a Participant’s compensation for a Plan Year is as defined in Sec. 6.6(c).

(c)

Elective deferrals made by a Key Employee under a cash or deferred arrangement described in Code section 401(k), and matching contributions (within the meaning of Code section 401(m)) made on behalf of a Key Employee, shall be treated as an employer contribution for the purpose of determining the amount of the minimum contribution required pursuant to this Section. Any employer contribution attributable to an elective deferral or similar arrangement may not be used to satisfy the minimum amount of employer contributions which must be allocated under subsection (a). However, commencing January 1, 2002, Matching Contributions under this Plan (and employer matching contributions under any other plan whose contributions are to be used to satisfy the requirements of subsection (a)) may be used to satisfy the minimum amount of employer contributions which must be allocated under subsection (a). Matching Contributions that are used to satisfy subsection (a) shall be treated as employer matching contributions for purposes of the actual contribution percentage test and other requirements of Code section 401(m).


(d)	This section shall not apply to any Participant who is covered under any other plan of the employer under which the minimum contribution or minimum benefit requirement applicable to Top‑Heavy Plans will be satisfied.

Sec. 14.4 Vesting Schedule. If the Plan is a Top‑Heavy Plan, a Participant’s vested accrued benefit under the Plan derived from employer contributions shall be the greater of the vested accrued benefit attributable to such contributions determined under Sec. 9.2 or the vested accrued benefit determined under the following subsections:


(a)	Subject to the following subsections, the vested percentage applied to the Participant’s Accounts attributable to employer contributions shall be determined from the following table:

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Years of Vesting Service	Vested Percentage
Less than 2	0%
2 but less than 3	20%
3 but less than 4	40%
4 but less than 5	60%
5 but less than 6	80%
6 or more	100%

(b)Years of Vesting Service for purposes of this section shall be as defined in Sec. 3.5.


(c)	This section shall not apply to a Participant who has no hours of service after the Plan becomes a Top‑Heavy Plan.

(d)

If the Plan ceases to be a Top‑Heavy Plan and continues to be a non‑Top‑Heavy Plan until the Participant’s Termination of Employment, the Participant’s Accounts attributable to employer contributions for purposes of this section shall not include the portion of such Accounts attributable to employer contributions for periods after such cessation. However, the purposes of Sec. 9.2(e), the vesting schedule of the Plan shall be deemed to have been amended effective as of the first day of the Plan Year following the last Plan Year for which the Plan was a Top‑Heavy Plan.

Sec. 14.5 Definition of Employer. For purposes of this Article XIV, the term “employer” means all Participating Employers and any trade or business entity under Common Control with a Participating Employer.

Sec. 14.6 Exemption For Collective Bargaining Unit. Sections 14.3 and 14.4 shall not apply with respect to any employee included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers if there is evidence that retirement benefits were the subject of good faith bargaining between such employee representative and such employer or employers.

ARTICLE XV

MISCELLANEOUS PROVISIONS

Sec. 15.1 Insurance Company Not Responsible for Validity of Plan. No insurance company that issues a contract under the Plan shall have any responsibility for the validity of the Plan. An insurance company to which an application may be submitted hereunder may accept such application and shall have no duty to make any investigation or inquiry regarding the authority of the applicant to make such application or any amendment thereto or to inquire as to whether a person on whose life any contract is to be issued is entitled to such contract under the Plan.

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Sec. 15.2 Headings. Headings at the beginning of articles and sections hereof are for convenience of reference, shall not be considered a part of the text of the Plan, and shall not influence its construction.

Sec. 15.3 Capitalized Definitions. Capitalized terms used in the Plan shall have their meaning as defined in the Plan unless the context clearly indicates to the contrary.

Sec. 15.4 Gender. Any references to the masculine gender include the feminine and vice versa.

Sec. 15.5 Use of Compounds of Word “Here”. Use of the words “hereof,” “herein,” “hereunder,” or similar compounds of the word “here” shall mean and refer to the entire Plan unless the context clearly indicates to the contrary.

Sec. 15.6 Construed as a Whole. The provisions of the Plan shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

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Exhibit 10(rr)

TCF OMNIBUS EMPLOYEES DEFERRED COMPENSATION PLAN

(As Restated Effective April 15, 2019)

I. Purpose of Plan; Effective Date of Plan.

The TCF Omnibus Employees Deferred Compensation Plan (the “Omnibus Plan”) incorporates the provisions of various nonqualified deferred compensation plans maintained by TCF Financial Corporation and its affiliates for their employees, and each such plan is considered a component plan of the Omnibus Plan. The only component plan providing for new deferral amounts is the TCF Employees Deferred Stock Compensation Plan, as adopted effective January 1, 2011, which is restated and incorporated herein effective as of April 15, 2019 (the “Deferred Stock Plan”). Also incorporated as component plans of the Omnibus Plan are the TCF Financial Senior Officers Deferred Compensation Plan (As Amended and Restated through January 24, 2005), as set forth in Appendix A, and the Winthrop Resources Corporation Non-Qualified Deferred Compensation Plan (As Amended and Restated through January 24, 2005), as set forth in Appendix B (the “Prior Frozen Plans”). No deferral elections have been allowed under the Prior Frozen Plans with respect to salary or incentive compensation earned on or after January 1, 2005, or stock grants awarded after January 1, 2005.

The purpose of the Deferred Stock Plan is to provide Eligible Employees with supplemental retirement benefits as set forth herein by deferring certain transfers of TCF Stock awarded to the Eligible Employee under the terms of the Amended and Restated TCF Financial Incentive Stock Program (As Amended and Restated October 20, 2008), and as thereafter amended (the “Incentive Plan"). The Deferred Stock Plan was established effective as of January 1, 2011 for certain stock awards made under the Incentive Plan in 2011 and thereafter.

The Omnibus Plan, the Deferred Stock Plan, and the Prior Frozen Plans are intended to be exempt from the participation, vesting and funding provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and are intended to be maintained “primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Deferred Stock Plan, and portions of the Prior Frozen Plans that were not vested on December 31, 2004, are also intended to satisfy the requirements for nonqualified deferred compensation plans set forth in Internal Revenue Code (“IRC”) § 409A (as a nonelective “account balance plan” described in Treasury Regulation § 1.409A-1(c)(2)(B)), and they shall be interpreted, administered and construed consistent with said intent. All amounts which were earned and vested under the Prior Frozen Plans as of December 31, 2004, are not subject to IRC § 409A.


II.	Definitions. Whenever used with respect to the Deferred Stock Plan, the following terms shall have the respective meanings set forth below, unless a different meaning is required by the context in which the word is used. When the defined meaning is intended, the term is capitalized.

(a)

Affiliate; Affiliated Group. “Affiliate” means any entity which is required to be aggregated with TCF Financial as a member of a controlled group of corporations in accordance with IRC § 414(b), or as a trade or business under common control in accordance with IRC § 414(c). The requirements of IRC §§ 414(b) and 414(c) shall be applied using the 80% standard specified therein for all purposes of the Deferred Stock Plan, including, without limitation, for the purpose

of determining whether a Participant has had a Separation from Service. The term “Affiliated Group” means the Company and its Affiliates.

(b)

Change in Control. “Change in Control” with respect to an Employer shall mean a change in ownership with respect to the Employer or TCF Financial (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)), a change in effective control of TCF Financial (as defined in Treasury Regulation § 1.409A-3(i)(5)(vi)) provided, however, that the ownership percentage shall be 50%, or a change in the ownership of a substantial portion of the assets of the Employer or TCF Financial (as defined in Treasury Regulation § 1.409A-3(i)(5)(vii)).

(c)

Committee. The “Committee” shall consist of the Compensation Committee of the Board of Directors of TCF Financial, or a special sub-committee thereof, which shall consist only of individuals who qualify as independent directors under Rule 303A of the listing standards of the NYSE as applicable to compensation committee members, as non-employee directors under Rule 16b-3 of the Securities and Exchange Commission and as outside directors for purposes of IRC § 162(m).


(d)	Company. “Company” means TCF Financial.


(e)	Disability. “Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under the long-term disability plan of the Participant’s Employer.


(f)	Eligible Employee. An “Eligible Employee” is an employee of an Employer who is designated as eligible to participate in the Deferred Stock Plan in accordance with the provisions of Article III(a).


(g)	Employer. “Employer” means TCF Financial and each of its subsidiaries that constitutes an Affiliate.


(h)	Incentive Plan. “Incentive Plan” means the Amended and Restated TCF Financial Incentive Stock Program (As Amended and Restated October 20, 2008), and as thereafter amended.


(i)	IRC. The “IRC” is the Internal Revenue Code of 1986, as amended.


(j)	Participant. A “Participant” is an Eligible Employee who has a TCF Stock Account under the Deferred Stock Plan.


(k)	Plan Administrator. The “Plan Administrator” of the Deferred Stock Plan is the Committee.


(l)	Plan Year. The “Plan Year” is the calendar year.


(m)	Separation from Service. “Separation from Service” means a separation from service as defined under Treasury Regulation § 1.409A-1(h) with respect to the Affiliated Group.


(n)	TCF Financial. “TCF Financial” or the “Company” is TCF Financial Corporation, a Delaware corporation.


(o)	TCF Stock. “TCF Stock” is common stock of TCF Financial, par value $.01 per share.


(p)	TCF Stock Account. “TCF Stock Account” means the account maintained under the terms of this Plan reflecting the deferral of the transfer of TCF Stock awarded to the Participant under the terms of the Incentive Plan.

III. Eligibility.


(a)	General Eligibility. Employees of an Employer are eligible to participate in the Deferred Stock Plan as determined by the Committee, in its discretion subject to the following:


(1)	No employee shall be eligible to participate in the Deferred Stock Plan unless the Committee determines that such employee will be for that Plan Year a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA.

(2)

The Committee shall select such employees for eligibility in the Deferred Stock Plan on a Plan Year by Plan Year basis by promulgating a written statement describing or listing such Eligible Employees. Selection for one Plan Year does not entitle the employee to be selected the next Plan Year. An employee who has been selected by the Committee shall, however, be presumed to be selected for the subsequent Plan Year unless and until the Committee evidences a contrary intention.

(b)

Specific Exclusions. Notwithstanding anything apparently to the contrary in the this Omnibus Plan document or in any written communication, summary, resolution or document or oral communication, no individual shall be an Eligible Employee in the Deferred Stock Plan, develop benefits under the Deferred Stock Plan or be entitled to receive benefits under the Deferred Stock Plan (either for himself or herself or his or her survivors) unless such individual is a member of “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA. If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes a final determination that an individual is not in “a select group of management or highly compensated employees” within the meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA, such individual shall no longer be an Eligible Employee in the Deferred Stock Plan.

IV. TCF Stock Accounts.

Each Employer shall establish on its books a separate TCF Stock Account, including subaccounts as described in subsection (c) below, for each Eligible Employee who becomes a Participant in the Deferred Stock Plan, and each TCF Stock Account shall be maintained as follows:

(a)

If pursuant to the terms of an award under the Incentive Plan to an Eligible Employee the transfer of TCF Stock to the Eligible Employee is deferred subject to the terms of the Deferred Stock Plan, then the amount awarded to the Eligible Employee shall be credited to the Eligible Employee’s TCF Stock Account under the Deferred Stock Plan. The amount credited to the TCF Stock Account shall be measured in terms of shares of TCF Stock, such that the Participant’s TCF Stock Account shall be deemed to be invested in TCF Stock.

(b)

The shares credited under each TCF Stock Account are merely a measuring device to determine the amount owed to individual Participants hereunder. The Participant shall not be deemed a TCF Financial shareholder with respect to the amounts credited to the Participant’s TCF Stock Account. Each Participant shall be and remain an unsecured creditor of his or her Employer with respect to any payments due and owing hereunder. If shares of TCF Stock are contributed to or purchased by a grantor trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of benefits under the Deferred Stock Plan, the Participant shall have no right, title, or interest in such shares of TCF Stock, except as provided under the terms of the applicable trust agreement.


(c)	In order to apply the vesting rules imposed under the terms of the award under the Incentive Plan, a separate subaccount shall be maintained for each Plan Year in which an award under the Incentive Plan to the Participant is deferred subject to the terms of the Deferred Stock Plan.

(d)

Any distributions under the Deferred Stock Plan to a Participant with respect to the TCF Stock Account shall be made in the form of an in-kind distribution by the Employer (or the grantor trust described in subsection (b)) of the number of shares of TCF Stock deemed to be held for such Participant’s TCF Stock Account pursuant to the terms of the Deferred Stock Plan, except as provided in subsection (f).


(e)	The amount credited to the Participant’s TCF Stock Account shall be adjusted to reflect any stock splits or other similar events involving a change in the number or form of outstanding shares of TCF Stock. Adjustments shall be determined in each case by the Committee and the Committee’s determination shall be final.

(f)

In the event of a Change in Control in which TCF Stock is exchanged for shares of a successor company, or cash, securities or other property, such that TCF Stock is no longer outstanding, the shares of TCF Stock that were deemed to be held under the Participant’s TCF Stock Account upon the closing date shall be deemed to have been exchanged for the same consideration in the Change in Control as shareholders of TCF Stock generally receive in the Change in Control, and such consideration shall become the measure of the amount credited to the Participant’s TCF Stock Account under the Deferred Stock Plan.

(g)

If any dividends are paid with respect to TCF Stock, then for purposes of IRC § 409A the time and form of payment of such dividends (as earnings on the compensation deferred under this Plan) are treated separately from the time and form of payment of the underlying deferred compensation, as provided in this subsection (g). Notwithstanding any other provision of this subsection (g), no amount shall be paid to the Participant (nor credited to the Participant’s TCF Stock Account) on account of dividends paid with respect to TCF Stock that are paid prior to the date the shares of TCF Stock deemed to be held under the Participant’s TCF Stock Account are vested, so that no earnings (other than any change in share value) accrue under the Deferred Stock Plan with respect to shares credited to a TCF Stock Account prior to the vesting of the shares credited to the account, unless otherwise so provided in the applicable award grant under the Incentive Plan. Subject to the foregoing, a Participant may elect with respect to the shares awarded in any particular Plan Year that the dividend equivalent payable with respect to such shares be paid as provided either under paragraph (1) or paragraph (2) below. If the shares awarded under the Incentive Plan are subject to a vesting requirement of at least 12 months of service, then the election with respect to payment of dividend equivalents for those shares may be made any time not later than 30 days after the date of the

award, in accordance with Treasury Regulation § 1.409A-2(a)(5). If the shares awarded under the Incentive Plan are not subject to a vesting requirement of at least 12 months of service, then the election with respect to payment of dividend equivalents for those shares must be made no later than December 31 of the year prior to the year of the award, in accordance with Treasury Regulation § 1.409A-2(a)(3). If no election is made by the Participant by the date required above, payment shall be made pursuant to paragraph (1) below.

(1)

If any dividends are paid with respect to TCF Stock, then in lieu of any adjustments to the Participants’ TCF Stock Account under the Plan, except as otherwise elected pursuant to paragraph (2), an amount shall be paid in cash (or in stock, if the dividend is in stock, provided that stock splits in the nature of a stock dividend shall not be distributed) directly to the Participant whose account would otherwise be deemed to be due the deemed dividend, and the Participant’s TCF Stock Account shall not be credited with the deemed dividend. Such dividends generally shall be paid at the same time as paid to shareholders, but not later than the 15th day of the third month following the calendar year for which the dividend is paid.


(2)	Alternatively, the Participant may elect that if any dividends are paid with respect to TCF Stock, then such amount shall be credited to the Participant’s TCF Stock Account and shall be deemed to be reinvested in additional shares of TCF Stock. Such amount shall then be distributed as provided in Article VI.

V. Vesting.

A Participant shall be entitled to a benefit attributable to the subaccount of the Participant’s TCF Stock Account for each Plan Year award equal to the amount credited to the subaccount multiplied by the applicable vesting percentage for that subaccount. The applicable vesting percentage shall be determined under the terms of the award grant under the Incentive Plan. Except as otherwise provided under the terms of the award grant under the Incentive Plan, upon the Participant’s Separation from Service the Participant shall forfeit the nonvested portion of any subaccount.


VI.	Distributions.

(a)

General Distribution Rules. A Participant shall receive payment of his or her vested TCF Stock Account (less applicable withholding), following the lapse of the restrictions with respect to the award, at the time or times specified under the terms of the applicable award grant under the Incentive Plan. Such payment time or times may be a specified date or a fixed schedule; one or more dates following a Separation from Service; or a combination of the foregoing, provided that the payment time or times specified constitute a permissible payment event under Treasury Regulation § 1.409A-3.


(b)	Change in Control; Death; Disability. Notwithstanding subsection (a):


(1)	In the event of a Change in Control, the entire vested amount credited to the Participant’s TCF Stock Account shall be distributed to the Participant as soon as administratively feasible following the Change in Control, but not later than the end of the Plan Year in which the Change in Control occurs, or, if later, by the 15^th day of the third month following the date of the Change in Control.


(2)	If Separation from Service occurs as a result of death, the entire vested amount credited to the Participant’s TCF Stock Account shall be distributed to the Participant’s estate within 90 days following the Participant’s death.


(3)	In the event of a Participant’s Disability, the entire vested amount credited to the Participant’s TCF Stock Account shall be distributed to the Participant 30 days after the conditions for recognizing the Disability have been satisfied.

VII. Committee.

The Committee shall have full power to construe, interpret and administer the Deferred Stock Plan, including to make any determination required under the Deferred Stock Plan and to make such rules and regulations as it deems advisable for the operation of the Deferred Stock Plan. The Committee shall have sole and absolute discretion in the performance of its powers and duties under the Deferred Stock Plan. A majority of the Committee shall constitute a quorum. Actions of the Committee shall be by a majority of persons constituting a quorum and eligible to vote on an issue. Meetings may be held in person or by telephone. Action by the Committee may be taken in writing without a meeting provided such action is executed by all members of the Committee. All determinations of the Committee shall be final, conclusive and binding unless found by a court of competent jurisdiction to have been arbitrary and capricious. The Committee shall have authority to designate officers of TCF Financial and to delegate authority to such officers to receive documents which are required to be filed with the Committee, to execute and provide directions to the Trustee and other administrators, and to do such other actions as the Committee may specify on its behalf, and any such actions undertaken by such officers shall be deemed to have the same authority and effect as if done by the Committee itself.

VIII. Benefits Unfunded.

The rights of Participants to benefits from the Deferred Stock Plan are solely as unsecured creditors of their Employers. Benefits payable under this Plan shall be payable from the general assets of the Employers and there shall be no trust fund or other assets secured for the payment of such benefits. In its discretion, an Employer may purchase or set aside assets, through use of a grantor trust, to provide for the payment of benefits hereunder but such assets shall in all cases remain assets of the Employer and subject to the claims of the Employer’s creditors. The Deferred Stock Plan constitutes a mere promise by the Employers to make benefit payments in the future, and it is intended to be unfunded for tax purposes and for purposes of Title I of ERISA.


IX.	Amendment.

The Committee may amend the Omnibus Plan and the component Deferred Stock Plan prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this Omnibus Plan and may likewise terminate the Deferred Stock Plan as provided in Article X with regard to persons expecting to receive benefits in the future. The benefit, if any, payable to or with respect to a Participant as of the effective date of such amendment or the effective date of such termination shall not be, without the knowing and voluntary written consent of the Participant (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on the Participant under IRC § 409A), diminished or delayed by such amendment or termination.

X. Plan Termination.

The Committee in its discretion may terminate the Omnibus Plan and the component Deferred Stock Plan, and may accelerate distribution of Participant account balances under the Deferred Stock Plan to such time as the Committee shall determine notwithstanding the provisions of Article VI in accordance with one of the following:


(a)	The Omnibus Plan may be terminated within 12 months of a corporate dissolution of TCF Financial taxed under IRC § 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)A), provided that the amounts deferred under the Omnibus Plan are included in the Participant’s gross income in the latest of -


(1)	The calendar year in which the plan termination and liquidation occurs;


(2)	The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or


(3)	The first calendar year in which the payment is administratively practicable.

(b)

The Omnibus Plan may be terminated pursuant to irrevocable action taken by the Employer within the 30 days preceding or the 12 months following a Change in Control event with respect to TCF Financial. However, any such termination within the 12 months after such a Change in Control shall require the consent of 80% of the participants as required in Article IX (which consent shall only be effective to the extent it does not result in the imposition of an excise tax on any Participant under IRC § 409A). For purposes of this paragraph, the Deferred Stock Plan will be treated as terminated only if all plans sponsored by the Affiliated Group immediately after the time of the Change in Control that are required to be aggregated with the Deferred Stock Plan under Treasury Regulation § 1.409A-1(c) are terminated, so that each Participant in the Deferred Stock Plan and all participants under substantially similar arrangements who experienced the Change in Control event are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date the Employer irrevocably takes all necessary action to terminate and liquidate all of such plans. Solely for purposes of this subsection (b), the Employer with the discretion to terminate the Deferred Stock Plan is the service recipient that is primarily liable immediately after the Change in Control event for the payment of the deferred compensation.


(c)	The Omnibus Plan may be terminated for any other reason, provided that:


(1)	the termination does not occur proximate to a downturn in the financial health of the Affiliated Group;


(2)	all plans sponsored by the Affiliated Group that would be required to be aggregated with this Omnibus Plan under Treasury Regulation § 1.409A-1(c) if the same Employee had deferrals of compensation under all of the plans are terminated and liquidated with respect to all Participants;


(3)	no payments other than those otherwise payable under the terms of the Omnibus Plan if the termination had not occurred are made within 12 months of the termination of the Omnibus Plan,


(4)	all payments are made within 24 months of the termination of the Omnibus Plan, and


(5)	no member of the Affiliated Group adopts a new plan that would be aggregated with any of the terminated plans under Treasury Regulation § 1.409A-1(c) at any time for a period of three years following the date of termination of the Omnibus Plan.


(d)	Such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.


XI.	Accounts under Prior Frozen Plans.

Each Employer shall establish on its books a separate Account, including subaccounts as described in the Appendix for the applicable Frozen Prior Plan, for each Eligible Employee who is a Participant in a Prior Frozen Plan. Each such Account shall be maintained as provided in the applicable Appendix.


XII.	Distributions with Respect to Prior Frozen Plans.

A Participant shall receive payment of his or her Account under a Frozen Prior Plan as provided under the terms of the Appendix for the applicable Frozen Prior Plan.

XIII. Miscellaneous.

(a)

Notices under this Omnibus Plan to the Employer, TCF Financial or the Committee shall be sent by Certified Mail, Return Receipt Requested to: Compensation Committee, TCF Financial Corporation, c/o General Counsel, TCF Financial Corporation, 200 Lake Street East, Wayzata, MN 55391. Notices under this Omnibus Plan to Eligible Employees or their beneficiaries or survivors shall be sent by Certified Mail to the last known address for such person(s) on the books and records of the Employer.


(b)	Nothing in this Plan shall change a Participant’s status to anything other than an employee “at will” or otherwise enlarge or modify such Employee’s employment rights or benefits other than as provided herein.


(c)	Expenses of administering the Omnibus Plan shall be borne by the Employers in proportion to their share of Participants in this Omnibus Plan.


(d)	A Participant’s benefits under this Omnibus Plan may not be assigned, transferred, pledged or otherwise hypothecated by said Participant or survivor thereof.

APPENDIX A

TCF FINANCIAL SENIOR OFFICERS DEFERRED COMPENSATION PLAN

(As Amended and Restated through January 24, 2005)

(Applicable only to amounts deferred in calendar years before 2005)

1. Deferral of Incentive Compensation, Salaries and Stock Awards.

As provided in Exhibit D, effective for salaries and incentive compensation earned on or after January 1, 2005 and stock grants awarded after that date, no deferral elections shall be allowed under section 1 of this Plan as a result of Internal Revenue Code § 409A (“IRC § 409A”). Incentive compensation earned in 2004 (but paid in 2005) and stock awards made and deferred under this Plan prior to January 1, 2005 but which were not “earned and vested” (as defined in regulations issued pursuant to IRC § 409A) on or before December 31, 2004 shall remain under this Plan but subject to IRC § 409A, the election provisions of the next paragraph and section 5.m of this Plan as added by Exhibit D. All amounts which were earned and vested under this Plan as of December 31, 2004 are not subject to IRC § 409A and instead remain subject to the Plan as in effect on December 31, 2004 and as continued in this Plan restatement.

Notwithstanding the foregoing, during the calendar year 2005 the Company may offer some or all plan participants one or more elections, as the Company may determine in its discretion, to cancel or revoke a deferral election previously made under this section 1 and to have treated as current income in 2005 any amounts that were not earned and vested as of December 31, 2004 as determined under IRC § 409A, under such rules and procedures as the Company may determine for the elections which are consistent with the requirements of IRC § 409A and regulations issued thereunder.

2. Committee.

The Committee (the “Committee”) shall consist of such members of the Compensation/Nominating/Corporate Governance Committee of the Board of Directors of TCF Financial Corporation who qualify as non-employee directors from time to time under Rule 16b-3 of the Securities and Exchange Commission. Full power and authority to construe, interpret, and administer this Plan document shall be vested in the Committee. The Committee shall have full power and authority to make each determination provided for in this Plan document, and in this connection, to promulgate such rules and regulations as the Committee considers necessary or appropriate for the implementation and management of this Plan as are consistent with the terms of this Plan. The Committee shall have authority to designate officers of TCF Financial and to delegate authority to such officers to receive documents which are required to be filed with the Committee, to execute and provide directions to the Trustee and other administrators, and to do such other actions as the Committee may specify on its behalf, and any such actions undertaken by such officers shall be deemed to have the same authority and effect as if done by the Committee itself. Notwithstanding anything in this Section 2 to the contrary, no action or determination made or taken by any officer of TCF Financial on behalf of the Committee, and no action or determination by the Committee affecting the amount payable under this Plan to a participant or beneficiary, shall be entitled to any deference by a reviewing court (i.e., judicial review of any such actions or determinations shall be de novo).

3. Deferred Compensation Accounts.

Each Company shall establish on its books a separate account (“Account”), including sub-accounts pursuant to Exhibit A hereto and Section 10 hereof, for each of its Employees who becomes a participant in this Plan, and each such Account shall be maintained as follows:

a. Each Account shall be credited with the Deferred Amounts elected by the Employee for whom such Account is established as of the date on which such Deferred Amount would otherwise have been paid to the Employee. Separate Accounts will be maintained for any Deferred Amounts that are payable at different times or in different forms than other Deferred Amounts.

b. Within 30 days after the date on which Deferred Amounts are credited to an Employee’s Account, they shall have been deemed to have been invested in such investments as shall be permitted by the Committee and as the Employee shall direct, except that Deferred Amounts pertaining to TCF Stock awards shall always be deemed to be invested in TCF Stock unless they are deemed to have been sold pursuant to a Change in Control Diversification Election. Any investment direction by an Employee shall be consistent with Section 10 and Exhibit A and shall be irrevocable with respect to the calendar year to which it applies, unless the Committee allows additional elections. While an Employee’s Account is deemed to be so invested, it shall be credited with all interest, dividends (whether in stock, cash, or other property), stock splits, or other property that would have been received if the Deferred Amounts had actually been so invested, except if an Employee has elected not to defer dividends. All cash deemed to have been received with respect to investments deemed to have been made for an Employee’s Account shall be deemed to be reinvested in such investments as the Employee shall direct as of a date selected by the Committee, which date shall be not more than 30 days after receipt of such direction, and the balance credited to an Employee’s Account as of any date shall be equal to the fair market value of the investments deemed to have been made for such Account as of such date. Starting with Deferred Amounts elected for the year 2000 and after Accounts for each Employee shall be separately maintained on a calendar year basis, with each year’s account (the “Class Year Account”) reflecting only the Deferred Amounts of compensation earned in that year and the investments in which the Deferred Amounts are deemed to be invested. All Deferred Amounts elected before the year 2000, including deferrals of TCF Stock awards made before that date, and the investments in which they are deemed to be invested from time to time, shall be aggregated and maintained as a “Pre-2000 Account.”

c. Although the value of an Employee’s Account is to be measured by the value of and income from certain deemed investments, the Companies need not actually make such investments. The value of and income from such investments are merely a measuring device to determine the payments to be made to each Employee hereunder. Each Employee, and each other recipient of an Employee’s Deferred Amounts pursuant to Section 7, shall be and remain an unsecured general creditor of the Company by which he is employed with respect to any payments due and owing to such Employee hereunder. If a Company should from time to time, in its discretion, actually purchase the investments deemed to have been made for an Employee’s Account, either directly or through the trust described in Section 4, such investments shall be solely for the Company’s or such trust’s own account, and the Employees shall have no right, title or interest therein.

d. Sub-accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

e. Notwithstanding the provisions of Exhibit A and Section 10, in the event of a Change in Control in which TCF Stock is exchanged for shares of a successor company, or for cash, securities

or other property, such that TCF Stock is no longer outstanding, each Employee may make a one-time diversification election prior to the closing of the Change in Control to have the assets then deemed to be held in the Employee’s TCF Stock Account deemed to have been sold in an orderly liquidation after the closing and the proceeds deemed to have been reinvested in such investments as the Employee shall elect. If the Employee does not make such a diversification election, the shares of TCF Stock that were deemed to have been allocated to the Employee’s account upon the closing shall be deemed to have been exchanged for the same consideration in the Change in Control as shares of TCF Stock generally receive in the Change in Control. Any portion of such consideration consisting of securities of a successor company will be allocated to the TCF Stock Account and thereafter will be subject to the same restrictions on deemed sales as applied to TCF Stock prior to the Change in Control. Any portion of such consideration consisting of assets other than securities of a successor company will be allocated to the Employee’s Diversified Account.

f. An Employee’s right to direct the deemed investments of the Employee’s Account shall continue during any period of distribution subsequent to the Employee’s termination of employment in the same manner as if the Employee had continued as an active Employee, although the Committee may, in its discretion, add additional registered mutual funds or collective or common trust funds as permissible deemed investments only for the Accounts of terminated Employees if the Committee deems such funds to be particularly appropriate or suitable for such Accounts.

g. Sub-Accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

4. Trust.

TCF Financial has established a trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of Deferred Amounts. The trust provides for separate accounts in the name of each Employee who has elected a Deferred Amount. Each Company shall contribute to the trust such amounts as are necessary to keep the separate accounts maintained for that Company’s Employees sufficient at all times to pay in full all benefits payable under the Plan with respect to such Company’s Employees, including, without limitation, any liquidated damages payable to such Company’s Employees pursuant to Section 9.f. In addition:

a. TCF Financial may, in its sole discretion, require the Companies to contribute additional amounts, which TCF Financial may direct the Trustee not to credit to an account for any Employee, but instead to a general account for the payment of Plan expenses; and

The trustee of the trust (“Trustee”) shall be a corporate trustee independent of the Companies. The trust assets shall remain subject to the claims of the Companies’ general creditors.

5. Payment of Deferred Amounts.

a. Deferrals On or After January 1, 2000 (“Class Year Accounts”). For Deferred Amounts of compensation earned on or after January 1, 2000 and of TCF Stock awards made on or after that date, at the same time as the Employee elects the Deferred Amounts for a calendar year, or for a TCF Stock Award, the Employee shall also elect the timing and form of distribution of such Deferred Amounts for that year, or for the TCF Stock award, from among the following options:

(I) Upon a Date Certain. As to Deferred Amounts other than TCF Stock awards, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence on a date in a year designated by the Employee (“Date Certain”) either before or after employment termination but in no event sooner than two calendar years after the calendar year when the Deferred Amount was earned, subject to the Committee’s designation of a uniform month and day for each year. For all Deferred Amounts, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid on or to commence on such Date Certain. Any distribution in annual installments shall commence 30 days after the Date Certain with succeeding installments paid thereafter on the date designated by the Committee in each subsequent year. Each installment shall consist of the balance of the Employee’s account at the end of the previous calendar year, multiplied by a fraction, the numerator of which is 1 and the denominator of which is the number of installments remaining to be paid. Distributions of amounts credited to the Employee’s TCF Stock account shall be made in whole shares of TCF Stock (disregarding any shares in suspense or unvested as of the end of the calendar year). Distributions of amounts credited to the Employee’s Diversified Account shall be made in cash. Distributions shall be charged first to any available cash that is deemed to be held in the Employee’s Account and, to the extent such cash is not sufficient to cover the distribution, pro rata to the TCF Stock Account and the Diversified Account (by liquidating pro rata portions of each deemed investment in the Diversified Account).

(II) Upon Disability. The Employee may designate an alternative distribution in the event of Disability, as defined in this Plan, in the form of either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence 30 days after such Disability occurs. The determination of payments and installments, including the distribution of only whole shares of TCF Stock with respect to amounts credited to the TCF Stock account, shall be the same as under the preceding paragraph (I).

(III) Upon Other Termination of Employment, Including Retirement and Death. The Employee may designate an alternative distribution in the event of a termination of employment, including retirement, in the form of either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence 30 days after such termination of employment occurs. The determination of payments and installments, including the distribution of only whole shares of TCF Stock with respect to amounts credited to the TCF Stock account, shall be the same as under the preceding paragraph (I).

(IV) Upon a Change in Control. The Employee may designate an alternative distribution in the event of a Change in Control (as defined in Section 5.j.) in the form of

either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or, in the case of annual installments, to commence 30 days after the one year anniversary of the closing of such Change in Control. The determination of payments and installments, including the distribution of only whole shares of TCF Stock from the TCF Stock account, shall be the same as under the preceding paragraph (I).

b. Pre-2000 Account. Not later than 30 days after an Employee’s “Distribution Event” (as defined herein), the Trustee shall commence distribution of the amounts credited to such Employee’s Pre-2000 Account. Notwithstanding the foregoing sentence, if an Employee’s distribution requires Committee action then the commencement of distributions shall occur not later than 30 days after such Committee action or, if later, after the Employee’s Distribution Event. Provided, that the Committee shall take any action required of it no later than its next regularly scheduled meeting after the Employee’s Distribution Event. An Employee’s “Distribution Event” is the first to occur of the following: (i) termination of employment; (ii) disability or (iii) the date one year after a Change in Control (as defined herein). Commencing within such 30 day period, the balance credited to the Employee’s Account shall be paid as follows.

15-Year Payment Schedule Subject to Acceleration by Committee. For distributions not subject to Section 5.c., d., or k., payment of the Employee’s Pre-2000 Account shall be in fifteen annual installments unless the Committee approves a different schedule or the Employee’s account is subject to the last paragraph of this Section 5.b. The Committee may determine on a case by case basis to approve a different payment schedule for an Employee after taking into account whether the Employee has executed or will execute a non-competition agreement in form and scope reasonably acceptable to the Committee. The Committee may also consider such other factors as the Committee considers appropriate in each case. Any alternative payment schedule the Committee approves under this Section 5.b. may be in the form of installments over such period as the Committee selects, in the form of a lump sum, or any combination of installments and lump sum payments. For distributions from the Accounts of Employees who did not consent to the terms of this Section 5.b., the balance in the Account shall be paid as provided at the end of this section.

(I) The first payment under Section 5.b. shall be paid on a date the Committee selects which is no later than 30 days after the Committee’s direction as to the form and timing of distributions is made or, if later, 30 days after the Employee’s Distribution Event. If no date is selected, the first payment shall be on the date that is the later of 30 days after the Committee’s action or 30 days after the Employee’s Distribution Event. Succeeding installments (if any) shall be paid on January 31 of each calendar year following the calendar year in which the first payment was made.

(II) Each payment shall be made in cash or in kind as the Committee, in its discretion, shall determine except that distributions of amounts credited to an Employee’s TCF Stock Account shall be distributed in the form of TCF Stock. If the Committee makes no instruction, distributions of amounts credited to an Employee’s Account that are deemed to be invested in assets other than TCF Stock shall be distributed in the form of cash. Annual installments are intended to be substantially equal in value. To that end, each annual distribution shall be determined as follows. The amount credited to Employee’s Account, as reported on the latest available account statement, shall be multiplied by a fraction, the numerator of which is one and the denominator of which is the number if installments remaining to be paid, including the current installment. The value of any portion of the account distributed in cash shall be equal to the cash that would have been received if the assets in

which the Account was deemed to have been invested had been liquidated on the latest practicable date prior to the distribution date.

(III) Notwithstanding the foregoing subparagraph (I), an Employee who has terminated employment and commenced receiving payments may elect each year to have the payment otherwise due on January 31 of the next succeeding year paid as monthly installments instead, with each payment made on the last day of each month. Any such election shall be made in writing and delivered to the Committee on or before December 1 prior to any year for which it is to be effective. Such election may also indicate the assets to be deemed to have been liquidated in connection with each monthly payment (subject to the requirement that distributions of amounts credited to an Employee’s TCF Stock Account must be distributed in the form of whole shares of TCF Stock). The amount of each monthly payment shall be equal to the amount that would otherwise be paid in one payment in January, divided by 12. Any assets that must be deemed to have been liquidated in order to pay monthly benefits shall be deemed to have been liquidated on the last practicable date prior to the installment’s payment date. In no event shall this subparagraph be construed as allowing the executive to lengthen or shorten the number of years over which his or her benefits will be paid; the election herein pertains only to timing of payments within a year.

Pre-2000 Account: Lump Sum Payment. For an Employee’s Pre-2000 Account, distributions to Employees who did not consent to the foregoing terms of Section 5.b. at the time such provisions were added to the Plan in 1996, shall occur on or about the 30th day after the Employee’s Distribution Event. Distribution shall consist of a single lump sum equal to the total value of the Employee’s Pre-2000 Account, unless the termination of employment was due to retirement or disability (as defined herein), in which case the distribution shall be in five annual installments. However, the Committee shall reduce the number of the installments if necessary to provide for annual payments of at least $15,000. In addition, if the value of the Employee’s Account is less than $15,000 as of any annual installment payment date, the Account shall be paid in full as of such installment payment date. Distributions shall be in the form of cash, except that any portion of the Account that is deemed to be invested in TCF Stock shall be distributed in the form of whole shares of TCF Stock. The value of any portion of the account distributed in cash shall be equal to the cash that would have been received if the assets in which such portion of the Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date.

c. Overriding Lump Sum Distribution in Exchange for Non-Competition Covenant or Reduction in Account Balance. Effective on and after September 30, 1998, each Employee who so elects in accordance with this paragraph c. and who has had a Distribution Event shall be entitled to elect to receive a lump sum form of distribution of either the Pre-2000 Account or any Class Year Account. A lump sum distribution shall consist of a single distribution of the entire value of the Employee’s Pre-2000 or Class Year Account (unless the Employee elects to apply the election to only the portion of the Account that is deemed to be invested in TCF Stock or to only the portion of the Account that is deemed to be invested in assets other than TCF Stock) on or about 30 days after the later of the Employee’s Distribution Event or the date on which the Employee’s election is filed with TCF Financial. The distribution shall be in the form of cash, except that any portion of the Employee’s Account that is deemed to be invested in TCF Stock shall be distributed in the form of whole shares of TCF Stock. The value of any portion of the Account distributed in cash shall be equal to the cash that would have been received if the assets in which such portion of the Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date. An Employee’s election under this paragraph c. may occur at any time prior to or after the

commencement of distributions to such Employee. If distributions have already commenced, such election shall apply only to the balance of the Employee’s Account at the time of the election. The election shall be made on such form as TCF Financial reasonably requires and shall be accompanied by whichever of the following the Employee elects to provide: (a) a noncompetition agreement having a value as of the Committee’s action date, equal to at least 10% of the then-current value of the Employee’s Account; (b) the Employee’s written acceptance of a reduction by 10% in the Employee’s Account; or (c) the Employee’s written acceptance of a reduction by less than 10% in the Employee’s Account and a non-competition agreement having a value as of the Committee’s action date equal to at least the difference between 10% of the then-current value of the Employee’s Account and the reduction accepted in writing by the Employee.

d. Change in Control Distribution. In the event of a Change in Control (as defined in this Plan) all Pre-2000 Accounts in the Plan will be distributed to all Employees. If the Employee’s Pre-2000 Account is subject to Section 5.b., distribution will be in the form required by Section 5.b. If the Employee elects to have Section 5.c. apply to the Pre-2000 Account, however, then distribution will be in the form of a lump sum. Any election to apply Section 5.c. to an Account in connection with a Change in Control shall meet the requirements of Section 5.c. The first payment, or the lump sum payment, whichever applies, of a Pre-2000 Account shall occur on or about 30 days after the earlier of (i) the date one year after the Change in Control, or (ii) the date of the Employee’s termination of employment or disability. Any shares of TCF Stock (or securities of a successor company exchanged for TCF Stock) that are deemed to be held in the TCF Stock Account shall be distributed in the form of investment in which they are then deemed to be held. The value of any distribution from the Diversified Account distributed in cash shall be equal to the cash that would have been received if the assets in which the Diversified Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date. Notwithstanding anything in this Section 5.d. to the contrary, if at least twelve months prior to the earlier of: (A) the date on which a Change in Control occurs; or (B) the date on which a definitive agreement pursuant to which a Change in Control occurs is signed by all parties, an Employee files a written election with the Committee to have his or her Pre-2000 Account in the Plan distributed on a Date Certain in accordance with rules substantially similar to those described in Section 5.a.(I) or upon termination of employment in accordance with rules substantially similar to those described in Section 5.a.(III), the Employee’s Pre-2000 Account shall be distributed in accordance with the Employee’s last timely written election to that effect and not in accordance with the default rules of this Section 5.d. Notwithstanding anything in this Section 5.d. to the contrary, if at least twelve months prior to a Change in Control an Employee files a written election with the Committee to have his or her Pre-2000 Account in the Plan distributed on a Date Certain in accordance with rules substantially similar to those described in Section 5.a.(I) or upon termination of employment in accordance with rules substantially similar to those described in Section 5.a(III), the Employee’s Pre-2000 Account shall be distributed in accordance with the Employee’s last timely written election to that effect and not in accordance with the default rules of this Section 5.d. In the event of a Change in Control, all Class Year Accounts of an Employee shall be distributed to the Employee if he or she so elected, at the time and in the manner elected under Section 5.a. at the time the Class Year Account was deferred. If the Employee subsequently elects to have Section 5.c. apply to the Class Year Account, however, then distribution shall be in the form of a lump sum.

e. For purposes of this section, an Employee’s employment is considered to terminate as of the date which is the later of (i) Employee’s last date of service for the Company, or (ii) the last date on which there is an employment relationship between the Employee and a Company.

f. For purposes of this section, an Employee is disabled as of the date the Employee is eligible for payments under the long term disability plan of a Company.

g. In the event installment payments commence and any installments are unpaid at the time of Employee’s death, the payments shall be made at the times and in such amounts as if Employee were living to the persons specified in Section 7.a.

h. For purposes of this section, an Employee’s termination of employment is a retirement if so determined by the Committee under all the facts and circumstances.

i. For purposes of this Section 5, the value of a non-competition agreement shall be determined in all cases on the basis of an independent appraisal, unless such an appraisal is deemed unnecessary by both the Committee and the Employee.

j. For purposes of this Plan, a Change in Control shall be deemed to have occurred if (i) any “person” as defined in Sections 13.d. and 14.d. of the Securities Exchange Act of 1934 (the “Exchange Act”) is or becomes the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of TCF Financial representing fifty percent (50%) or more of the combined voting power of TCF Financial’s then outstanding securities (for purposes of this clause (i), the term “beneficial owner” does not include any employee benefit plan maintained by TCF Financial that invests in TCF Financial’s voting securities); or (ii) during any period of two (2) consecutive years there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board or new directors whose nomination for election by the company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of TCF Financial approve a merger or consolidation of TCF Financial with any other corporation, other than a merger or consolidation which would result in the voting securities of TCF Financial outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of TCF Financial or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of TCF Financial approve a plan of complete liquidation of TCF Financial or an agreement for the sale or disposition by TCF Financial of all or substantially all TCF Financial’s assets; provided, however, that no Change in Control will be deemed to have occurred if such merger, consolidation, sale or disposition of assets, or liquidation is not subsequently consummated. The date of a Change in Control, for purposes of this Plan, is the date on which the Change in Control is consummated.

k. Notwithstanding any other provision of this Section 5 or any payment schedule approved by the Committee pursuant to this Section 5 and regardless of whether payments have commenced under this Section 5, in the event that the Internal Revenue Service should finally determine with respect to an Employee who has terminated employment with a Company that part or all of the value of the Employee’s Deferred Amounts or Plan Account which has not actually been distributed to the Employee, or that part or all of a separate account that has been established for the Employee under a trust described in Section 4, is nevertheless required to be included in the Employee’s gross income for federal and/or State income tax purposes, then the Deferred Amounts or the Account or the part thereof that was determined to be includible in gross income shall be distributed to the Employee in a lump sum as soon as practicable after such determination without any action or approval by the Committee. A “final determination” of the Internal Revenue Service for purposes of this Section 5.k. is a determination in writing by said Service ordering the payment

of additional tax, reporting of additional gross income or otherwise requiring Plan amounts to be included in gross income, which is not appealable or which the Employee does not appeal within the time prescribed for appeals.

l. Effective for distributions commencing on or after May 16, 2001, an Eligible Employee may elect to have benefits due under this Plan distributed in any one of the forms allowed by the Plan, provided that the election is in writing and is executed and delivered to TCF Financial or to its Corporate Secretary (or designee) on behalf of TCF Financial, prior to the Employee’s termination of employment and no later than one year (365 days) before such Employee’s distribution event.

m. Notwithstanding the foregoing, with respect to any amounts deferred by Participants under the Plan on or before December 31, 2004, but which were not earned and vested (as defined under IRC § 409A) on that date, such amounts shall be separately accounted for under the Plan and shall be distributed to the Participant in a lump sum form of distribution no sooner than six months after the earliest to occur of the following: such Participant’s termination of employment, financial emergency (as defined in IRC § 409A), disability or death, previously-elected date certain, the termination of the Plan (to the extent IRC § 409A permits distributions on Plan termination), change in control (to the extent IRC § 409A permits distributions upon a change in control) or any other distribution event under the Plan which is a permitted distribution event under IRC § 409A.

6. Emergency Payments. In the event of an “unforeseeable emergency” as determined hereafter, the Committee may determine the amounts payable under Section 5 hereof and pay all or a part of such amounts without regard to the payment dates provided in Section 5 to the extent the Committee determines that such action is necessary in light of immediate and heavy needs of the Employee (or his beneficiary) occasioned by severe financial hardship. For the purposes of this Section 6, an “unforeseeable emergency” is a severe financial hardship to the Employee resulting from a sudden and unexpected illness or accident of the Employee or beneficiary, or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Employee or beneficiary, loss of the Employee’s or beneficiary’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Employee or beneficiary. Payments shall not be made pursuant to this Section 6 to the extent that such hardship is or may be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Employee’s or beneficiary’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (c) by cessation of the Employee’s deferrals under the Plan. Such action shall be taken only if Employee (or Employee’s legal representatives or successors) signs an application describing fully the circumstances which are deemed to justify the payment, together with an estimate of the amounts necessary to prevent such hardship, which application shall be approved by the Committee after making such inquiries as the Committee deems necessary or appropriate.

7. Method of Payments.

a. In the event of Employee’s death, payments shall be made to the persons (including a trustee or trustees) named in the last written instrument signed by Employee and received by the Committee prior to Employee’s death, or if Employee fails to so name any person, the amounts shall be paid to Employee’s estate or the appropriate distributee thereof. The Committee, the Companies, and the Trustee shall be fully protected in making any payments due hereunder in accordance with what the Committee believes to be such last written instrument received by it.

b. Payments due to a legally incompetent person may be made in such of the following ways as the Committee shall determine:

i. directly to such incompetent person,

ii. to the legal representative of such incompetent person, or

iii. to some near relative of the incompetent person to be used for the latter’s benefit.

c. Except as otherwise provided in Sections 7.a. and b., all payments to persons entitled to benefits hereunder shall be made to such persons in person or upon their personal receipt or endorsement, and shall not be grantable, transferable, or otherwise assignable in anticipation of payment thereof, in whole or in part, by the voluntary or involuntary acts of any such persons, or by operation of law, and shall not be pledged, encumbered, or otherwise liable or taken for any obligation of such person.

d. All payments to persons entitled to benefits hereunder shall be made out of the general assets, and shall be the sole obligations, of the Company(ies) by which the Eligible Employee was employed, except to the extent that such payments are made out of the trust described in Section 4.

e. Unless commenced earlier at the direction of the Committee or suspended due to a Company’s Insolvency, payments from the trust described in Section 4 shall be commenced by the Trustee (without the need for further instructions from the Committee) in accordance with the most recent payment instructions provided by the Committee after the Trustee (i) acquires actual knowledge of the occurrence of an event that requires payment to commence (a “payment event”), (ii) is notified by the Committee that a payment event has occurred, (iii) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5.j. of this Plan, or (iv) in the case of a participant’s termination of employment, is notified in writing by the participant that the participant’s termination of employment has occurred. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Trustee shall request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a Change in Control has occurred, the Trustee shall commence payment of accounts (that are not payable earlier) in the manner required upon the occurrence of a Change in Control.

f. Payments made by the Trustee from an account established for a participant shall be debited against such account and shall cease when the balance credited to the account has been reduced to zero or if earlier, when the Trustee determines, based upon its review of the records of the Plan, that payment of any additional amounts from the participant’s account will result in the payment of benefits in excess of those required under the Plan. The Trustee shall have no obligation to perform such a review and consider such a determination until after (i) the Committee notifies the Trustee and the participant (or, if the participant has died, the participant’s beneficiary) of the potential excess payment, (ii) the Trustee has been provided with all Plan records that may be reasonably required by the Trustee to make its determination, and (iii) the participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

8. Claims Procedures.

9. Miscellaneous.

a. Except as limited by Section 7.c. and except that an Employee shall have a continuing power to designate a new recipient in the event of Employee’s death at any time prior to such death without the consent or approval of any person theretofore named as Employee’s recipient by an instrument meeting the requirements of Section 7.a., this document shall be binding upon and inure to the benefit of each Company, the Employees, their legal representatives, successors and assigns, and all persons entitled to benefits hereunder.

b. Any notice given in connection with this document shall be in writing and shall be delivered in person or by registered mail or overnight delivery service, return receipt requested. Any notice given by registered mail or overnight delivery service shall be deemed to have been given upon the date of delivery indicated on the return receipt, if correctly addressed.

c. Nothing in this document shall interfere with the rights of any Employee to participate or share in any profit sharing or pension plan which is now in force or which may at some future time become a recognized plan of any Company.

d. Nothing in this document shall be construed as an employment agreement nor as in any way impairing the right of any Company to terminate an Employee’s employment at will.

e. This Plan constitutes a mere promise by the Companies to make benefit payments in the future, and it is intended to be unfunded for tax purposes and for the purposes of Title I of ERISA. The rights of an Employee or beneficiary to receive benefit payments hereunder are solely those of an unsecured general creditor.

was due. In addition, if all or any portion of the distribution is payable in the form of TCF Financial stock, and the value of such stock at the time of distribution is less than its value on the the date as of which payment was due, the payee shall be entitled to liquidated damages equal to 100% (120% if the payment occurs after a Change in Control) of the aggregate difference in value between the value of the distributed shares on the date their distribution was due (without regard to the 30-day grace period) and the value of the distributed shares on the actual date of distribution.

g. Any costs or attorneys’ fees incurred by a participant or beneficiary in connection with the collection of benefits that were not timely paid under this Plan shall be reimbursed by the Companies.

h. Notwithstanding anything in this Plan to the contrary, effective January 1, 2003, if the beneficiary of a participant is not the participant’s spouse, the payment to that beneficiary shall be made in the form of an immediate lump sum distribution of the entire portion of the participant’s account payable to that beneficiary, without regard to any outstanding installment payment election.

10. Investment Elections by Employees; Deferred TCF Stock Awards.

a. Employees may elect to have investments that have been deemed to have been made in their Deferred Compensation Accounts under Section 3 or 4 deemed to have been liquidated and reinvested as directed, provided that any investment election shall be exercised in writing by the Employee and approved by the Committee or its approved representative under such terms and conditions as the Committee deems appropriate (Exhibit A to this Plan), and further provided, that on and after September 30, 1998 any deemed investments in TCF Stock shall be subject to paragraph b of this Section 10.

b. If an Employee directs or retains any deemed investment in shares of TCF Stock on or after September 30, 1998, or defers an award of TCF Stock, the Employee’s Account shall include a TCF Stock Account which shall operate as follows:

i. All shares of TCF Stock that were deemed to have been held in the Employee’s Account on September 30, 1998 (excluding any shares held unvested pursuant to paragraph c of this section) shall be allocated on that date to the Employee’s TCF Stock Account and the fixed number of shares so allocated shall be the beginning balance of the TCF Stock Account.

ii. Thereafter, the TCF Stock Account shall be increased by the number of shares, if any, of TCF Stock purchased (or deemed to be purchased) from Deferred Amounts or from dividends (other than nondeferred dividends) and/or interest pursuant to the Employee’s directions under Section 3 of this Plan and by any shares of TCF Stock becoming vested, as provided in paragraph c of this section.

iii. The balance of shares of the TCF Stock Account shall in no event be decreased.

iv. Shares allocated to the Employee’s TCF Stock Account shall be subject to all of the restrictions and other provisions of this Committee’s action dated 8-24-98 establishing separate accounts for TCF Stock as compared to non-TCF Stock assets.

v. Notwithstanding the following, effective January 1, 2005 no further elections shall be allowed under section 10.b.v of this Plan as provided in Exhibit D. An employee’s

last election before December 31, 2004 shall remain in effect until the employee’s entire account is distributed.

c. Deferred Amounts consisting of TCF Stock awards shall be held unallocated until such time as the shares vest in accordance with the terms of the award agreement. As of the date any such shares become vested, the number of shares vesting shall be allocated to the Employee’s Account and shall thereafter become subject to distribution the same as any other shares of TCF Stock in which the TCF Stock account is deemed invested. Any cash dividends paid on unvested shares of TCF Stock, if such dividends have been deferred by the Employee, shall be allocated to the Employee’s account and deemed invested as directed by the Employee. Any stock dividends paid on unvested shares of TCF Stock, if such dividends have been deferred by the Employee, shall be allocated to the Employees’ TCF Stock account and increase the TCF Stock account balance unless such dividends are in the nature of a stock split, in which case they shall be held unallocated until such time as the award vests.

11. Termination or Amendment. This Plan may be amended at any time and from time to time upon the approval of the Board of Directors of TCF Financial; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Plan Accounts of the consenting participants and beneficiaries shall be transferred to a separate plan that is identical to this Plan in all respects except that it may include the proposed amendment. The Board of Directors may terminate this Plan in its discretion, except that any such termination shall require the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan, unless it is an automatic termination of the Plan under section 5.k. hereof. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed termination of the Plan, the Plan shall terminate as to the consenting participants and beneficiaries and shall continue in effect for the participants and beneficiaries who do not consent.

EXHIBIT A of APPENDIX A

(Action of 16b-3 Sub-Committee of the Personnel Committee Establishing TCF Stock Accounts and Diversified Accounts effective as of September 30, 1998 and as amended effective as of January 1, 2000)

1. Effective as of September 30, 1998 (the “Effective Date”), each participant’s Account in the Plan shall be divided into two sub-accounts: a “TCF Stock Account” and a “Diversified Account.” All shares of common stock of TCF Financial (“TCF Stock”) that are deemed to be held in a participant’s Account on the Effective Date shall be allocated as of that Date to the Participant’s TCF Stock Account. All other investments that are deemed to be held in a participant’s Account on the Effective Date shall be allocated as of that Date to the participant’s Diversified Account. Thereafter, the Sub-Accounts shall operate as follows:

a. The TCF Stock Account shall be deemed to be invested solely in shares of TCF Stock (and in cash or cash equivalent money market funds for fractional shares or for funds held temporarily prior to investment). The Diversified Account shall not at any time be deemed to be invested in any shares of TCF Stock. Except as permitted by paragraph e, below, no transfer of assets will be permitted from the TCF Stock Account to the Diversified Account or from the Diversified Account to the TCF Stock Account.

b. A participant’s TCF Stock Account shall be deemed to be invested in all shares of TCF Stock allocated to it on or after the Effective Date and such shares shall not be subject to any deemed sale, transfer, assignment, pledge or other hypothecation in any manner. Upon the occurrence of a Distribution Event (as defined in the Plans) the distributions from the Plan to the participant with respect to such shares will be made in an in-kind distribution pursuant to the terms of the Plan.

c. The Diversified Account shall not at any time be deemed to purchase or invest in any shares of TCF Stock, but shall be deemed to invest in such investments as the participant directs and as the Committee permits from time to time.

d. Any new Deferred Amounts for a participant after the Effective Date shall be allocated to either the participant’s TCF Stock Account or to such participant’s Diversified Account, as the participant shall direct in an irrevocable election filed before the beginning of each calendar year and applicable throughout the calendar year. The Deferred Amounts shall be credited to the applicable sub-Account as of the same date that they are otherwise credited to the participant’s Account under Section 3.a. of the Plan.

e. Dividends deemed to have been generated by a participant’s TCF Stock Account and which are deferred shall be deemed to have been reinvested in the TCF Stock Account, or in the Diversified Account, as the participant directs in an irrevocable election filed before the beginning of each calendar year and applicable throughout the calendar year. Any interest or dividends deemed to have been generated by a participant’s Diversified Account shall be deemed to have been reinvested in the Diversified Account, or in the participant’s TCF Stock Account, as the participant directs in an irrevocable election filed before the beginning of each calendar year and applicable throughout the calendar year, unless management determines that the deemed reinvestment of interest and dividends within or from the Diversified Account is not administratively feasible. If the participant does not file an election with respect to the investment of interest and/or dividends, all interest and dividends shall be deemed to have been reinvested in the asset that generated them.

EXHIBIT B of APPENDIX A

RE: IRS NOTICE 2000-56

Notwithstanding anything to the contrary in the Plan or Trust, effective on and after May 16, 2001, TCF Financial stock or other assets contributed to the Trust by TCF Financial or any other Company for the benefit of employees or service providers of TCF Financial or such Company are subject to the claims of creditors (in the event of insolvency) of both TCF Financial and such Company. In addition, such stock and assets are subject to the claims of creditors (in the event of insolvency) of any Company from which benefits are due to a participant or beneficiary under the terms of the Plan. Nothing in this Exhibit B, however, shall relieve any Company of its obligation to pay any benefits due from the Company to a participant or beneficiary under the terms of the Plan.

Notwithstanding anything to the contrary in the Plan or Trust, effective on and after May 16, 2001, any TCF Financial stock or other assets not transferred to a Company’s employees or their beneficiaries will revert to TCF Financial upon termination of the Trust.

EXHIBIT C of APPENDIX A

DISTRIBUTION PROCEDURES

(10-03-01)

Covered Plans. These Procedures have been adopted as Appendices to the following plans: Executive, Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental Employees Retirement Plan (“SERP”) - 401-k Plan Portion.

Timing of Distribution (Lump Sum vs. Installment). As elected by the employee at the time of joining the plan. Superseding elections may be made at any time up to one year prior to distribution.


•	Lump Sum -- 30 days after “distribution event” (usually, termination of employment).


•	Installments -- First installment is 30 days after distribution event. Subsequent installments on February 15^th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.

Form of Distribution -- Stock or Cash



If Your Account is 100% TCF Stock.	If Your Account Contains both TCF Stock and Diversified Account.	If Your Account is 100% Diversified Account.
The distribution will be settled entirely in whole shares of TCF Stock (plus cash for any fractional share).	Automatic Method - Cash first, then pro rata: The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock portion will be made in whole shares of TCF Stock (with cash for any fractional share). Diversified Account portion will be paid in cash equal to its value on February 15^th.	Automatic Method -- Cash first, then pro rata: The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from the deemed investments in your Diversified Account. The distribution will be paid in cash equal to the value on February 15^th of the deemed investments from which it was deducted.
	Alternative Elections: 1. You may direct the deemed sale of non-TCF stock assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from the Diversified Account).	Alternative Elections: 1. You may direct the deemed sale of assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from one particular investment in the Diversified Account).
	Election Deadline: December 31 of the previous year.	Election Deadline: December 31 of the previous year.

Tax Withholding



Automatic Method of Withholding -- Net Pro rata Against the Distribution: The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15^th.	Alternative Election -- Pay by Check: You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15^th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you.	Alternative Election -- Specify Netting: You may elect to net the withholding against the distribution on some basis other than pro rata. (Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.)
	Election Deadline - December 31 of the previous year.	Election Deadline - December 31 of the previous year.


•	Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.


•	These procedures are subject to interpretation and application by the company, whose interpretation is final.

EXHIBIT D of APPENDIX A

FREEZING OF PLAN AND OTHER AMENDMENTS

UNDER INTERNAL REVENUE CODE § 409A

(01-05-05)

Effective January 1, 2005, no further deferral elections shall be allowed under section 1 of this Senior Officer Deferred Compensation Plan and no further elections shall be allowed under section 10.b.v of the Plan.

The Company may offer elections to Plan participants during the calendar year 2005 under terms authorized by IRC § 409A to revoke or cancel their previous elections on amounts previously deferred that were not “earned and vested” on December 31, 2004 (as defined under IRC § 409A or regulations issued thereunder) as provided in new Plan section 1 and may allow participants to elect whether or not to pay tax withholding on any shares distributed to them by netting the tax withholding due against the shares, provided any such election is made no less than 6 days before the shares are distributed (it being the intention that such election will be exempt from matching under Rule 16b-3).

Any amounts not earned and vested on December 31, 2004 (as defined in the previous paragraph) and for which deferral is not revoked or cancelled under the new Plan section 1 shall be subject to the new Plan section 5.m.

This Exhibit D is not intended to add any options or enhancements to the Plan nor to in any other way constitute a “material modification” (as defined in IRC § 409A and in regulations issued thereunder) to the Plan. Any and all interpretations of this Exhibit D (and the sections added by this Exhibit D to the Plan)

shall be construed consistent with this intent. The Plan continues in effect with respect to amounts deferred under the Plan for the years 2004 and before which were earned and vested on or before December 31, 2004. The Plan is not subject to IRC § 409A or regulations issued thereunder except with respect to any amounts that were not earned and vested, as defined pursuant to IRC § 409A, by December 31, 2004.

APPENDIX B

WINTHROP RESOURCES CORPORATION

NON-QUALIFIED DEFERRED COMPENSATION PLAN

(As Amended and Restated through January 24, 2005)

1. Deferral of Incentive Compensation, Salaries and Stock Awards. As provided in Exhibit D, effective for salaries and incentive compensation earned on or after January 1, 2005 and stock grants awarded after that date, no deferral elections shall be allowed under section 1 of this Plan as a result of Internal Revenue Code § 409A (“IRC § 409A”). Incentive compensation earned in 2004 (but paid in 2005) and stock awards made and deferred under this Plan prior to January 1, 2005 but which were not “earned and vested” (as defined in regulations issued pursuant to IRC § 409A) on or before December 31, 2004 shall remain under this Plan but subject to IRC § 409A, the election provisions of the next paragraph and section 5.m of this Plan as added by Exhibit D. All amounts which were earned and vested under this Plan as of December 31, 2004 are not subject to IRC § 409A and instead remain subject to the Plan as in effect on December 31, 2004 and as continued in this Plan restatement.

During the calendar year 2005 the Company may offer some or all plan participants one or more elections, as the Company may determine in its discretion, to cancel or revoke a deferral election previously made under this section 1 and to have treated as current income in 2005 any amounts that were not earned and vested as of December 31, 2004 as determined under IRC § 409A, under such rules and procedures as the Company may determine for the elections which are consistent with the requirements of IRC § 409A and regulations issued thereunder.

2. Committee. The Committee (the “Committee”) shall consist of the Board of Directors of Winthrop. Full power and authority to construe, interpret, and administer this Plan document shall be vested in the Committee. The Committee shall have full power and authority to make each determination provided for in this Plan document, and in this connection, to promulgate such rules and regulations as the Committee considers necessary or appropriate for the implementation and management of this Plan as are consistent with the terms of this Plan. The Committee shall have authority to designate officers of TCF Financial or Winthrop and to delegate authority to such officers to receive documents which are required to be filed with the Committee, to execute and provide directions to the Trustee and other administrators, and to do such other actions as the Committee may specify on its behalf, and any such actions undertaken by such officers shall be deemed to have the same authority and effect as if done by the Committee itself. Notwithstanding anything in this Section 2 to the contrary, no action or determination made or taken by any officer of TCF Financial or Winthrop on behalf of the Committee, and no action or determination by the Committee affecting the amount payable under this Plan to a participant or beneficiary, shall be entitled to any deference by a reviewing court (i.e., judicial review of any such actions or determinations shall be de novo).

3. Deferred Compensation Accounts.

Each Company shall establish on its books a separate account (“Account”) including sub-accounts pursuant to Exhibit A hereto and Section 10 hereof for each of its Employees who becomes a participant in this Plan, and each such Account shall be maintained as follows:

b. Within 30 days after the date on which such Deferred Amounts are credited to an Employee’s Account, they shall be deemed to have been invested in such investments as shall be permitted by the Committee and as the Employee shall direct except that Deferred Amounts pertaining to TCF Stock awards shall always be deemed to be invested in TCF Stock unless they are sold pursuant to a Change in Control Diversification Election. Any investment direction of an Employee shall be consistent with Section 10 and Exhibit A and shall be irrevocable with respect to the calendar year to which it applies, unless the Committee allows additional directions. While an Employee’s Account is deemed to be so invested, it shall be credited with all interest, dividends (whether in stock, cash, or other property), stock splits, or other property that would have been received if the Deferred Amounts had actually been so invested except if an Employee has elected not to defer dividends. All cash deemed to have been received with respect to investments deemed to have been made for an Employee’s Account shall be deemed to have been reinvested in such investments as the Employee shall direct as of a date selected by the Committee, which date shall be not more than 30 days after receipt of such direction, and the balance credited to an Employee’s Account as of any date shall be equal to the fair market value of the investments deemed to have been made for such Account as of such date. Accounts for each Employee shall be separately maintained on a calendar year basis, with each year’s account (the “Class Year Account”) reflecting only the Deferred Amounts of compensation earned in that year and the investments in which the Deferred Amounts are deemed to be invested.

c. Although the value of an Employee’s Account is to be measured by the value of and income from certain deemed investments, the value of and income from such investments are merely a measuring device to determine the payments to be made to each Employee hereunder. Each Employee, and each other recipient of an Employee’s Deferred Amounts pursuant to Section 7, shall be and remain an unsecured general creditor of the Company by which he or she is employed with respect to any payments due and owing to such Employee hereunder. If a Company should from time to time, in its discretion, actually purchase the investments deemed to have been made for an Employee’s Account, either directly or through the trust described in Section 4, such investments shall be solely for the Company’s or such trust’s own account, and the Employees shall have no right, title or interest therein.

d. Sub-accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

e. Notwithstanding the provisions of Exhibit A and Section 10, in the event of a Change in Control in which TCF Stock is exchanged for shares of a successor company, or for cash, securities or other property, such that TCF Stock is no longer outstanding, each Employee may make a one-time diversification election prior to the closing of the Change in Control to have the assets then deemed to be held in the Employee’s TCF Stock Account deemed to have been sold in an orderly liquidation after the closing and the proceeds deemed to have been reinvested in such investments

as the Employee shall elect. ’If the Employee does not make such a diversification election, the shares of TCF Stock that were deemed to have been allocated to the Employee’s account upon the closing shall be deemed to have been exchanged for the same consideration in the Change in Control as shares of TCF Stock generally receive in the Change in Control. Any portion of such consideration consisting of securities of a successor company will be allocated to the TCF Stock Account and thereafter will be subject to the same restrictions on deemed sales as applied to TCF Stock prior to the Change in Control. Any portion of such consideration consisting of assets other than securities of a successor company will be allocated to the Employee’s Diversified Account.

g. Sub-Accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

4. Trust. Winthrop has established a trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of Deferred Amounts. The trust provides for separate accounts in the name of each Employee who has elected a Deferred Amount. Each Company shall contribute to the trust such amounts as are necessary to keep the separate accounts maintained for that Company’s Employees sufficient at all times to pay in full all benefits payable under the Plan with respect to such Company’s Employees, including, without limitation, any liquidated damages payable to such Company’s Employees pursuant to Section 9.f. In addition:

a. Winthrop may, in its sole discretion, contribute additional amounts, which Winthrop may direct the Trustee not to credit to an account for any Employee, but instead to a general account for the payment of Plan expenses; and

b. within ten (10) business days following the occurrence of a Change in Control, the Company shall contribute an amount equal to 300% of the aggregate expenses incurred by the Company and the Trustee in administering the Plan and the trust described in this Section 4 during the last full calendar year immediately preceding the occurrence of the Change in Control, which amount shall also be credited to a general account for the payment of Plan expenses. If the aggregate expenses that were incurred by the Company and the Trustee in administering the Plan and the trust during the last full calendar year immediately preceding the occurrence of the Change in Control cannot be determined with reasonable certainty prior to the date on which this contribution is due, the amount of the contribution shall be $150,000.

5. Payment of Deferred Amounts.

a. Class Year Accounts. At the same time as the Employee elects the Deferred Amounts for a calendar year, or for a TCF Stock Award, the Employee shall also elect the timing and form of

distribution of such Deferred Amounts for that year, or for the TCF Stock award, from among the following options:

(I) Upon a Date Certain. As to Deferred Amounts other than TCF Stock awards, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence on a date in a year designated by the Employee (“Date Certain”) either before or after employment termination but in no event sooner than two calendar years after the calendar year when the Deferred Amount was earned, subject to the Personnel Committee’s designation of a uniform month and day for each year. For all Deferred Amounts, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid on or to commence on such Date Certain. Any distribution in annual installments shall commence 30 days after the Date Certain with succeeding installments paid thereafter on the date designated by the Committee in each subsequent year. Each installment shall consist of the balance of the Employee’s account at the end of the previous calendar year, multiplied by a fraction, the numerator of which is 1 and the denominator of which is the number of installments remaining to be paid. Distributions of amounts credited to the Employee’s TCF Stock account shall be made in whole shares of TCF Stock (disregarding any shares in suspense or unvested as of the end of the calendar year). Distributions of amounts credited to the Employee’s Diversified Account shall be made in cash. Distributions shall be charged first to any available cash that is deemed to be held in the Employee’s Account and, to the extent such cash is not sufficient to cover the distribution, pro rata to the TCF Stock Account and the Diversified Account (by liquidating pro rata portions of each deemed investment in the Diversified Account).

(IV) Upon a Change in Control. The Employee may designate an alternative distribution in the event of a Change in Control (as defined in section 5.j.) in the form of either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or, in the case of annual installments, to commence 30 days after the one year anniversary of the closing of such Change in Control. The determination of payments and installments, including the distribution of only whole shares of TCF Stock with respect to amounts credited to the TCF Stock account, shall be the same as under the preceding paragraph (I).

b. Reduction of Account Balance for Negative Draw. Notwithstanding the provisions of Section 3 and 4 of the Plan, at such time as an Employee is entitled to receive a distribution under

the Plan the amount of the Employee’s account balance shall be reduced by any negative draw amount outstanding to the Company at the time of such distribution.

c. Automatic Lump Sum Distribution in Exchange for Non-Competition Covenant or Reduction in Account Balance. Each Employee who so elects in accordance with this paragraph c. and who has a Distribution Event shall be entitled to receive a lump sum form of distribution of any or all Class Year Accounts. An Employee’s “Distribution Event” is the first to occur of the following: (i) termination of employment; (ii) disability or (iii) the date one year after a Change in Control: (as defined herein). A lump sum distribution shall consist of a single distribution of the entire value of the Employee’s Account (unless the Employee elects to apply the election to only the portion of the Account that is deemed to be invested in TCF Stock or to only the portion of the Account that is deemed to be invested in assets other than TCF Stock) on or about 30 days after the later of the Employee’s Distribution Event or the date on which the Employee’s election is filed with the Committee. The distribution shall be in the form of cash, except that any portion of the Employee’s Account that is deemed to be invested in TCF Stock shall be distributed in the form of whole shares of TCF Stock. The value of any portion of the Account distributed in cash shall be equal to the cash that would have been received if the assets in which such portion of the Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date. An Employee’s election under this paragraph c. may occur at any time prior to or after the commencement of distributions to such Employee. If distributions have already commenced, such election shall apply only to the balance of the Employee’s Account at the time of the election. The election shall be made on such form as the Committee reasonably requires and shall be accompanied by whichever of the following the Employee elects to provide: (a) a noncompetition agreement having a value as of the Committee’s action date, equal to at least 10% of the then-current value of the Employee’s Account; (b) the Employee’s written acceptance of a reduction by 10% in the Employee’s Account; or (c) the Employee’s written acceptance of a reduction by less than 10% in the Employee’s Account and a non-competition agreement having a value as of the Committee’s action date equal to at least the difference between 10% of the then-current value of the Employee’s Account and the reduction accepted in writing by the Employee.

d. [Reserved.]

f. For purposes of this section, an Employee is disabled as of the date the Employee is eligible for payments under the long term disa

bility plan of a Company.

h. For purposes of this section, an Employee’s termination of employment is a retirement if so determined by the Committee under all the facts and circumstances.

i. For purposes of this Section 5, the value of a non-competition agreement shall be shall be determined in all cases on the basis of an independent appraisal, unless such an appraisal is deemed unnecessary by both the Committee and the Employee.

j. For purposes of this Plan, a Change in Control shall be deemed to have occurred if (i) any “person” as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) is or becomes the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of TCF Financial representing fifty percent (50%) or more of the combined voting power of TCF Financial’s then outstanding securities (for purposes of this clause (i), the term “beneficial owner” does not include any employee benefit plan maintained by TCF Financial or Winthrop that invests in TCF Financial’s voting securities); or (ii) during any period of two (2) consecutive years there shall cease to be a majority of the Board of TCF Financial comprised as follows: individuals who at the beginning of such period constitute the Board or new directors whose nomination for election by the company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of TCF Financial approve a merger or consolidation of TCF Financial with any other corporation, other than a merger or consolidation which would result in the voting securities of TCF Financial outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of TCF Financial or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of TCF Financial approve a plan of complete liquidation of TCF Financial or an agreement for the sale or disposition by TCF Financial of all or substantially all TCF Financial’s assets; provided, however, that no Change in Control will be deemed to have occurred if such merger, consolidation, sale or disposition of assets, or liquidation is not subsequently consummated. A “Change in Control” shall also include any sale of stock or assets of Winthrop, or merger of Winthrop with another company, such that Winthrop is no longer affiliated with or controlled by TCF Financial or one of its affiliates; provided that such a Change in Control does not include any reorganization or restructuring of companies or affiliates of TCF Financial, including a reorganization in which Winthrop is no longer a separate corporate entity. The date of a Change in Control, for purposes of this Plan, is the date on which the Change in Control is consummated.

k. Notwithstanding any other provision of this Section 5 or any payment schedule approved by the Committee pursuant to this Section 5 and regardless of whether payments have commenced under this Section 5, in the event that the Internal Revenue Service should finally determine with respect to an Employee who has terminated employment with the Company that part or all of the value of the Employee’s Deferred Amounts or Plan Account which has not actually been distributed to the Employee, or that part or all of separate account that has been established for the Employee under a trust described in Section 4, is nevertheless required to be included in the Employee’s gross income for federal and/or State income tax purposes, then the Deferred Amounts or the Account or the part thereof that was determined to be includible in gross income shall be distributed to the Employee in a lump sum as soon as practicable after such determination without any action or approval by the Committee. A “final determination” of the Internal Revenue Service for purposes of this Section 5.k. is a determination in writing by said Service ordering the payment of additional tax, reporting of additional gross income or otherwise requiring Plan amounts to be included in gross income, which is not appealable or which the Employee does not appeal within the time prescribed for appeals.

l. Effective for distributions commencing on or after May 16, 2001, an Eligible Employee may elect to have benefits due under this Plan distributed in any one of the forms allowed by the Plan, provided that the election is in writing and is executed and delivered to Winthrop or to its Corporate Secretary (or designee) on behalf of Winthrop, prior to the Employee’s termination of employment and no later than one year (365 days) before such Employee’s distribution event.

6. Emergency Payments. In the event of an “unforeseeable emergency” as determined hereafter, the Committee may determine the amounts payable under Section 5 hereof and pay all or a part of such amounts without regard to the payment dates provided in Section 5 to the extent the Committee determines that such action is necessary in light of immediate and heavy needs of the Employee (or his beneficiary) occasioned by severe financial hardship. For the purposes of this Section 6, an “unforeseeable emergency” is a severe financial hardship to the Employee resulting from a sudden and unexpected illness or accident of the Employee or beneficiary, or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Employee or beneficiary, loss of the Employee’s or beneficiary’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Employee or beneficiary. Payments shall not be made pursuant to this Section 6 to the extent that such hardship is or may be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Employee’s or beneficiary’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (c) by cessation of the Employee’s deferrals under the Plan. Such action shall be taken only if the Employee (or the Employee’s legal representatives or successors) signs an application describing fully the circumstances which are deemed to justify the payment, together with an estimate of the amounts necessary to prevent such hardship, which application shall be approved by the Committee after making such inquiries as the Committee deems necessary or appropriate.

7. Method of Payments.

a. In the event of an Employee’s death, payments shall be made to the persons (including a trustee or trustees) named in the last written instrument signed by the Employee and received by the Committee prior to the Employee’s death, or if the Employee fails to so name any person, the amounts shall be paid to the Employee’s estate or the appropriate distributee thereof. The Committee, the Company, and the Trustee shall be fully protected in making any payments due hereunder in accordance with what the Committee believes to be such last written instrument received by it.

b. Payments due to a legally incompetent person may be made in such of the following ways as the Committee shall determine:

i. directly to such incompetent person,

ii. to the legal representative of such incompetent person, or

iii. to some near relative of the incompetent person to be used for the latter’s benefit.

d. All payments to persons entitled to benefits hereunder shall be made out of the general assets, and shall be the sole obligations, of the Company by which the Eligible Employee was employed, except to the extent that such payments are made out of the trust described in Section 4.

8. Claims Procedure.

(iii) describes any additional material or information necessary for the perfection of the claim and explains why such material or information is necessary, and (iv) explains the claim review procedures.

9. Miscellaneous.

a. Except as limited by Section 7.c. and except that an Employee shall have a continuing power to designate a new recipient in the event of the Employee’s death at any time prior to such death without the consent or approval of any person theretofore named as the Employee’s recipient by an instrument meeting the requirements of Section 7.a., this document shall be binding upon the inure to the benefit of each Company, the Employees, their legal representatives, successors and assigns, and all persons entitled to benefits hereunder.

d. Nothing in this document shall be construed as an employment agreement nor as in any way impairing the right of any Company to terminate an Employee’s employment at will.

e. This Plan constitutes a mere promise by the Company to make benefit payments in the future, and it is intended to be unfunded for tax purposes and for the purposes of Title I of ERISA. The rights of an Employee or beneficiary to receive benefit payments hereunder are solely those of an unsecured general creditor.

f. Amounts that are paid more than 30 days after the later of the date on which they are due according to the terms of this Plan or the date on which a written claim for such amounts is received by the Committee shall incur interest at the rate of fifteen percent per annum (eighteen percent per annum if the payment occurs after a Change in Control) from date as of which payment was due. In addition, if all or any portion of the distribution is payable in the form of TCF Financial stock, and the value of such stock at the time of distribution is less than its value on the date as of which payment was due, the payee shall be entitled to liquidated damages equal to 100% (120% if the payment occurs after a Change in Control) of the aggregate difference in value between the value

of the distributed shares on the date their distribution was due (without regard to the 30-day grace period) and the value of the distributed shares on the actual date of distribution.

10. Investment Elections by Employees; Deferred TCF Stock Awards.

a. Employees may elect to have investments that have been deemed to have been made in their Deferred Compensation Accounts under Section 3 or 4 deemed to have been liquidated and reinvested as directed, provided that any investment election shall be exercised in writing by the Employee and approved by the Committee or its approved representative under such terms and conditions as the Committee deems appropriate and further provided, that any deemed investments shall be subject to paragraph b. of this Section 10 and Exhibit A to this Plan.

b. If an Employee directs or retains any deemed investment in shares of TCF Stock, or defers an award of TCF Stock, the Employee’s Account shall include a TCF Stock Account which shall operate as follows:

i. All shares of TCF Stock that were deemed to have been held in the Employee’s Account shall be allocated to the Employee’s TCF Stock Account and the fixed number of shares so allocated shall be the beginning balance of the TCF Stock Account.

iii. The balance of shares of the TCF Stock Account shall in no event be decreased.

iv. Shares allocated to the Employee’s TCF Stock Account shall be subject to Exhibit A.

v. Effective January 1, 2005 no further elections shall be allowed under this section 10.b.v of this Plan as provided in Exhibit D. An employees last election before December 31, 2004 shall remain in effect until the employee’s entire account is distributed.

shares of TCF Stock, if such dividends have been deferred by the Employee, shall be allocated to the Employees’ TCF Stock account and increase the TCF Stock account balance unless such dividends are in the nature of a stock split, in which case they shall be held unallocated until such time as the award vests.

11. Termination or Amendment. This Plan may be amended at any time and from time to time upon the approval of the Board of Directors of Winthrop; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Plan Accounts of the consenting participants and beneficiaries shall be transferred to a separate plan that is identical to this Plan in all respects except that it may include the proposed amendment. The Board of Directors may terminate this Plan in its discretion, except that any such termination shall require the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan, unless it is an automatic termination of the Plan under Section 5.k. hereof. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed termination of the Plan, the Plan shall terminate as to the consenting participants and beneficiaries and shall continue in effect for the participants and beneficiaries who do not consent.

EXHIBIT A of APPENDIX B

TCF Stock Accounts and Diversified Accounts

1. Each participant’s Class Year Account in the Plan and Trust shall be divided into two sub-accounts: a “TCF Stock Account” and a “Diversified Account.” All shares of common stock of TCF Financial (“TCF Stock”) that are deemed to be held in a participant’s Account shall be allocated to the Participant’s TCF Stock Account. All other investments that are deemed to be held in a participant’s Account shall be allocated to the participant’s Diversified Account. Thereafter, the Sub-Accounts shall operate as follows:

a. The TCF Stock Account shall be deemed to be invested solely in shares of TCF Stock (and in cash or cash equivalent money market funds for fractional shares or for funds held temporarily prior to investment). The Diversified Account shall not at any time be deemed to be invested any shares of TCF Stock. Except as permitted by paragraph e, below, no transfer of assets will be permitted from the TCF Stock Account to the Diversified Account or from the Diversified Account to the TCF Stock Account.

b. A participant’s TCF Stock Account shall be deemed to be invested in all shares of TCF Stock allocated to it and such shares shall not be subject to any deemed sale, transfer, assignment, pledge or other hypothecation in any manner. Upon the occurrence of a Distribution Event (as defined in the Plans) distributions from the Plan to the participant with respect to such shares will be made in an in-kind distribution pursuant to the terms of the Plan.

d. Any new Deferred Amounts for a participant shall be allocated to either the participant’s TCF Stock Account or to such participant’s Diversified Account, as the participant shall

direct in an irrevocable election filed before the beginning of each calendar year and applicable throughout the calendar year. The Deferred Amounts shall be credited to the applicable sub-Account as of the same date that they are otherwise credited to the participant’s Account under Section 3.a.

EXHIBIT B of APPENDIX B

RE: IRS NOTICE 2000-56

EXHIBIT C of APPENDIX B

DISTRIBUTION PROCEDURES

(10-03-01)

Timing of Distribution (Lump Sum vs. Installment). As elected by the employee at the time of joining the plan. Superceding elections may be made at any time up to one year prior to distribution.


•	Lump Sum -- 30 days after “distribution event” (usually, termination of employment).


•	Installments -- First installment is 30 days after distribution event. Subsequent installments on February 15^th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.

Form of Distribution -- Stock or Cash



If Your Account is 100% TCF Stock.	If Your Account Contains both TCF Stock and Diversified Account.	If Your Account is 100% Diversified Account.
The distribution will be settled entirely in whole shares of TCF Stock (plus cash for any fractional share).	Automatic Method -- Cash first, then pro rata: The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock portion will be made in whole shares of TCF Stock (with cash for any fractional share). Diversified Account portion will be paid in cash equal to its value on February 15^th.	Automatic Method -- Cash first, then pro rata: The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from the deemed investments in your Diversified Account. The distribution will be paid in cash equal to the value on February 15^th of the deemed investments from which it was deducted.
	Alternative Elections: 1. You may direct the deemed sale of non-TCF stock assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from the Diversified Account).	Alternative Elections: 1. You may direct the deemed sale of assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from one particular investment in the Diversified Account).
	Election Deadline: December 31 of the previous year.	Election Deadline: December 31 of the previous year.

Tax Withholding



Automatic Method of Withholding -- Net Pro rata Against the Distribution: The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15^th.	Alternative Election -- Pay by Check: You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15^th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you.	Alternative Election -- Specify Netting: You may elect to net the withholding against the distribution on some basis other than pro rata. (Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.)
	Election Deadline - December 31 of the previous year.	Election Deadline - December 31 of the previous year.


•	Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.


•	These procedures are subject to interpretation and application by the company, whose interpretation is final.

EXHIBIT D of APPENDIX B

FREEZING OF PLAN AND OTHER AMENDMENTS

UNDER INTERNAL REVENUE CODE § 409A

(01-05-05)

Effective January 1, 2005, no further deferral elections shall be allowed under section 1 of this Deferred Compensation Plan and no further elections shall be allowed under section 10.b.v of the Plan.

Any amounts not earned and vested on December 31, 2004 (as defined in the previous paragraph) and for which deferral is not revoked or canceled under the new Plan section 1 shall be subject to the new Plan section 5.m.

Plan. Any and all interpretations of this Exhibit D (and the sections added by this Exhibit D to the Plan) shall be construed consistent with this intent. The Plan continues in effect with respect to amounts deferred under the Plan for the years 2004 and before which were earned and vested on or before December 31, 2004. The Plan is not subject to IRC § 409A or regulations issued thereunder except with respect to any amounts that were not earned and vested, as defined pursuant to IRC § 409A, by December 31, 2004.

Exhibit 10(ss)

RABBI TRUST AGREEMENT

FOR

TCF EMPLOYEES OMNIBUS DEFERRED COMPENSATION PLAN

THIS TRUST AGREEMENT, made this 15^th day of April 2019, by and between TCF Financial Corporation, a Delaware corporation (“TCF Financial”) and The First National Bank in Sioux Falls (the “Trustee”);

W I T N E S S E T H:

WHEREAS, TCF Financial has previously established the TCF Employees Deferred Stock Compensation Plan (the “Deferred Stock Plan”), which Plan is now in full force and effect, and the TCF Financial Senior Officer Deferred Compensation Plan (a “Prior Frozen Plan”) which provided for deferral of compensation earned prior to 2005;

WHEREAS, an affiliate of TCF Financial, Winthrop Resources Corporation, had previously established the Winthrop Resources Corporation Non-Qualified Deferred Compensation Plan (also a “Prior Frozen Plan”) which provided for deferral of compensation earned prior to 2005;

WHEREAS, the Deferred Stock Plan and the Prior Frozen Plans have been combined under the TCF Employees Omnibus Deferred Compensation Plan (the “Omnibus Plan” or “Plan”);

WHEREAS, the Omnibus Plan is a nonqualified deferred compensation plan for a select group of management of TCF Financial and its subsidiaries (collectively, the “Companies” or individually, the “Company”);

WHEREAS, TCF Financial and its affiliates have incurred or expect to incur liability under the terms of such Plan with respect to individuals participating in such Plan;

WHEREAS, TCF Financial has previously established the Trust for TCF Employees Deferred Stock Compensation Plan and the Trust for TCF Financial Senior Officer Deferred Compensation Plan, and Winthrop Resources Corporation has previously established the Trust for Winthrop Resources Corporation Non-Qualified Deferred Compensation Plan;

WHEREAS, TCF Financial and its affiliates wish to merge said trusts and establish a single trust (the “Trust”) for the Omnibus Plan and wish for the Companies to contribute assets to be held therein, subject to the claims of the contributor company’s creditors in the event of the contributor’s insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

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WHEREAS, it is the intention of the parties that this Trust will constitute an unfunded arrangement and will not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for the purposes of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and of Title I of the Employees Retirement Income Security Act of 1974, as amended (“ERISA”); and

WHEREAS, it is the intention of TCF Financial that the Trust will provide a source of funds to assist in meeting the liabilities under the Plan;

NOW, THEREFORE, the parties to this Agreement do hereby establish the Trust and agree that the Trust will be comprised, held, and disposed of as follows:

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ARTICLE 1

ESTABLISHMENT AND ACCEPTANCE OF TRUST

Section 1.1. The Trust for TCF Employees Deferred Stock Compensation Plan, the Trust for TCF Financial Senior Officer Deferred Compensation Plan, and the Trust for Winthrop Resources Corporation Non-Qualified Deferred Compensation Plan are hereby merged into the Trust established under this Trust Agreement, and the assets of said trusts will become the principal of the Trust to be held, administered, and disposed of by Trustee as the successor trustee as provided in this Agreement. This Trust will be known as the “TRUST FOR TCF OMNIBUS EMPLOYEES DEFERRED COMPENSATION PLAN.” The Trustee hereby accepts the Trust subject to all of the terms and conditions of this Agreement, and agrees to hold and administer the assets of the Trust and to execute the Trust in accordance with the provisions hereof. The assets deposited with the Trustee and held pursuant to this Trust are referred to herein collectively as the “Trust Fund.”

Section 1.2. Amounts contributed to the Trust Fund or credited to the participants’ account under the Plan pursuant to the terms of the Plan are not included in the participants’ gross income for federal income tax purposes until such time as they are actually paid or otherwise made available to such participants.

Section 1.3. The Trust established hereby will be irrevocable.

Section 1.4. The Trust is intended to be a grantor trust, of which TCF Financial is the grantor, within the meaning of subpart E, part I, subchapter J, subtitle A of the Code (more commonly known as a “rabbi trust”) and will be construed accordingly.

Section 1.5. The Trustee will be subject to the direction of TCF Financial as set forth herein. To the extent TCF Financial delegates any of its rights or duties under this Agreement to a committee, a third-party plan administration firm (a “Record Keeper”), or another third party, TCF Financial will remain liable to the Trustee under this Agreement as if TCF Financial had exercised such rights or performed such duties directly.

ARTICLE 2

CONTRIBUTIONS TO THE TRUST

Section 2.1. At any time or from time to time, any of the Companies may, in its sole discretion, make contributions of cash, TCF Financial common stock, or such other property in trust with Trustee to augment the principal to be held, administered, and disposed of as provided in this Agreement. Notwithstanding provision herein to the contrary, upon inspection, the Trustee may decline to accept real property and other non-cash assets (other than TCF Financial common stock) into the Trust. Neither the Trustee nor any Plan participant or beneficiary will have any right to compel such additional deposits.

Page 3 of 16

a. To the extent that assets attributable to individual Plan participants or to a Company or Companies or to a future-Trust-expense account are required for any purpose under the Plan or Trust, TCF Financial (or the Record Keeper if TCF Financial delegates such duty to the Record Keeper) will direct the Trustee regarding such allocation of assets.

b. In addition, within ten (10) business days following the occurrence of a Change in Control as defined in the TCF Financial Incentive Stock Program (a “Change in Control”), the Companies will contribute an amount equal to 300% of the aggregate expenses incurred by the Companies in administering the Plan and by the Trustee in administering the Trust during the last full calendar year immediately preceding the occurrence of the Change in Control. Such contribution will be accompanied by a statement, pursuant to Section 2.1(a) above, that the contribution should be allocated to the future-Trust-expense sub-account. If the Companies cannot determine such amount with reasonable certainty prior to the date on which the contribution is due, the Companies may instead contribute $150,000 collectively. No other contribution will be required solely on account of a Change in Control.

The Trustee will be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made hereunder will be upon the Companies. Except as provided under Section 2.1(b) hereof, nothing in this Agreement will be construed as requiring the Companies, or any of them, to make any contributions to the Trust.

Section 2.2. All contributions so received and all proceeds, investments, reinvestments, and income thereof in the Trustee’s possession will be held, invested, and, with all disbursements therefrom, accounted for by the Trustee as provided in this Agreement.

Section 2.3.

a. The principal of the Trust and any earnings thereon will be held separate and apart from funds of the Companies and will be used exclusively for the uses and purposes of Plan participants and general creditors as set forth herein. Plan participants and beneficiaries will have no preferred claim on, or beneficial interest in, any assets of the Trust. Any rights created under the Plan and this Agreement will be mere unsecured contractual rights of Plan participants and their beneficiaries against the Companies. No portion of the Trust Fund will be diverted to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administrating the Plan and the Trust, or the payment of expenses incurred in the making and administrating the Trust investment pursuant to Sections 4 and 5, until such time as the Companies’ obligations to make payments pursuant to the Plan have been fully discharged; provided, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund will be subject to the claims of the general creditors of the Companies under federal and state law in the event of Insolvency as defined below. Pursuant to Internal Revenue Service Notice 2000-56, notwithstanding anything herein to the contrary, assets contributed by TCF Financial for the benefit of employees or service providers of its subsidiaries (“Parent Contributions”) will be subject to the claims of the general creditors of both TCF Financial and its subsidiaries under federal and state law in the event of Insolvency as defined below.

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b. The Trustee will cease payment of benefits to Plan participants and their beneficiaries if the Company that employs or employed the participant is Insolvent. At all times during the continuance of this Trust, the principal and income of the Trust will be subject to the claims of general creditors of each Company under federal and state law as set forth below. The Board of Directors and the Chief Executive Officer of each Company will have the duty to inform the Trustee in writing of that Company’s Insolvency. If a person claiming to be creditor of a Company alleges in writing to the Trustee that such Company has become Insolvent, the Trustee will determine whether the Company is Insolvent and, pending such determination, will discontinue payment of Plan benefits to such Company’s employees and former employees. In response to a creditor’s written allegation that a Company is Insolvent, the Trustee will request, within 10 business days, from such Company sufficient information to determine if the Company is Insolvent. Per Section 2.1(a), the Company (or the Record Keeper) will direct the Trustee regarding assets attributable to the Company. If the Company fails to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 business days of the Trustee’s request, the Trustee will promptly request such information from the alleging party. If at any time the Trustee has determined that the Company is Insolvent, the Trustee will discontinue payments to such Company’s employees and former employees and will hold all assets attributable to contributions of such Company for the benefit of such Company’s creditors. Unless the Trustee has actual knowledge of a Company’s Insolvency or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee will have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee which will give the Trustee a reasonable basis for making a determination concerning the Company’s solvency, and nothing in this Agreement will in any way diminish any right of the Plan’s participants or their beneficiaries to pursue their rights as general creditors of a Company with respect to benefits payable to them pursuant to the Plan. A Company will be considered “Insolvent” for the purposes of this Agreement if it is unable to pay its debts as they mature, or if it is a party as a debtor to a proceeding pending under the U.S. Bankruptcy Code or under any other applicable state or federal bankruptcy law. The Trustee will resume the payments of benefits to Plan participants or their beneficiaries in accordance with Article 3 of this Agreement only after the Trustee has determined that the Company is not Insolvent or is no longer Insolvent. Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust under this Section and subsequently resumes such payments, the first payment following such discontinuance will include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participant or their beneficiaries by a Company in lieu of the payments provided for under this Agreement. The Trustee may assume that no Company has made such a payment unless the Committee has notified the Trustee to the contrary.

Section 2.4. Notwithstanding anything herein to the contrary, TCF Financial hereby represents that no Company will contribute assets to the Trust that are located outside of the United States or cause Trust assets to be transferred outside of the United States. Furthermore, TCF Financial hereby represents that no Company will contribute to the Trust (i) in connection with

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a change in any Company’s financial health; (ii) when any Company’s tax-qualified defined benefit plan is in at-risk status; (iii) when any Company is a debtor in a case under the United States Bankruptcy Code or similar state law; or (iv) six (6) months before or after the date any Company’s tax-qualified defined benefit plan terminates while insufficient for benefit liabilities. TCF Financial also represents that it will give Trustee prompt written notice should the preceding conditions (i) through (iv) preclude the operation of a Trust Agreement provision that would otherwise cause the Trust to become irrevocable.

ARTICLE 3

PAYMENTS FROM THE TRUST FUND

Section 3.1. TCF Financial has appointed a committee of its employees to administer the Plan (the “Committee”). The Committee will be responsible for determining the entitlement of a Plan participant or his or her beneficiary to benefits under the Plan and will consider and review any claim for benefits under the procedures set out in the Plan. The Committee may appoint a Record Keeper to perform any of the Committee’s duties with respect to the Plan and Trust and will notify the Trustee in writing of any such appointment. The Committee or the Record Keeper will deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable (gross and net of all taxes required to be withheld) in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee will make payments to Plan participants and their beneficiaries in accordance with such Payment Schedule. The Secretary of the Committee will certify to the Trustee the name of the persons who have the authority to act on behalf of the Committee or on behalf of the Record Keeper, respectively, and the Trustee may assume that such authority continues until the Committee notifies the Trustee to the contrary.

The Board of Directors and the Chief Executive Officer of each Company will have the duty to notify the Committee, the Record Keeper, and the Trustee of a Change in Control. Also, the Committee will notify the Record Keeper of any event that would cause benefits to be payable under the Plan. If a purported Plan participant or beneficiary alleges in writing directly to the Trustee that a benefit is payable under the Plan, the Trustee will share such written allegation with the Committee and the Record Keeper and will await direction.

The Trustee will be held harmless and will not be liable for its acts with respect to distributions from the Trust Fund if it has acted in good faith in accordance with the most recent payment instructions provided by the Committee (or the Record Keeper) and the provisions of this Section 3.1

Section 3.2. The Companies will pay: (a) all broker fees and other expenses incurred in connection with the sale or purchase of investments (other than investments that are intended to correspond to investments directed by Plan participants); (b) all personal property taxes, income taxes, and other taxes of any kind at any time levied and assessed under any present or future law

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upon, or with respect to, the Trust Fund or any property included in the Trust Fund (other than income tax amounts that are reasonably required to be withheld from payments by the Trust to participants and beneficiaries); and (c) the Trustee’s own compensation and all other reasonable expenses of administering the Plan and Trust; provided, however, that payment of legal and/or professional fees reasonably incurred by the Trustee and/or the Trust in making determinations regarding Insolvency pursuant to Section 2.3 of this Agreement will be made only if TCF Financial is notified in advance of the Trustee’s retention, which consent will not be unreasonably withheld. Amounts due and payable to the Trustee that remain unpaid for more than thirty days after the Trustee gives TCF Financial notice of such amounts will incur interest at the highest rate of interest assessable by the Trustee for overdue payments of any kind from any other customer. In the event the Trustee files suit to collect amounts due and unpaid under this Section 3.2, the Companies will reimburse the Trustee for the full amount of the Trustee’s reasonable costs and attorneys’ fees incurred in connection with the initiation, maintenance, and resolution of such suit. In any dispute regarding amounts payable to the Trustee by the Companies pursuant to this Section 3.2, the Companies will have no right to any reduction in the amounts payable to the Trustee based on the Trustee’s performance of its duties under the Agreement (or any alleged failure to perform those duties), unless the Trustee’s actions are shown by the Companies to have been arbitrary and capricious. Trust assets that are attributable to contributions designated for the payment of Plan expenses may be used to pay the amount payable pursuant to this Section 3.2. None of the amounts payable pursuant to this Section 3.2 will be payable from Trust assets that have been designated for Plan benefits unless and until the Trustee has exhausted all of its other legal and equitable remedies. In the event all such remedies are exhausted, expenses will be charged to the Trust Fund without being allocated to the amount designated for Plan benefits for any particular participant, unless an expense is directly attributable to one or more participants, in which case such expense will be charged directly to the amount designated for Plan benefits with respect to such participants. The Trustee may dispose of Trust investments, if necessary, to provide cash assets for the payment of expenses. The Trustee will not delay or withhold payment to any participant or beneficiary on account of any dispute regarding payments due under this Section 3.2.

Section 3.3. The Trustee will make provisions for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to payments from the Trust Fund as directed by the Committee or its designate, and will pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by the Companies.

Section 3.4. Distributions pursuant to Section 3.1 will be deemed to have been sufficiently made if they are sent by first class mail to the participant or the beneficiary at the address provided to the Trustee by the Committee or the Record Keeper. If any such distribution is returned to the Trustee unclaimed, the Trustee will notify the Committee and the Record Keeper, and will not make any further distributions to such payee until the Committee or Record Keeper provides a different address for the payee. If the payee cannot be located within twelve weeks after the Trustee’s notice to the Committee and the Record Keeper is given, the Trustee will solicit payment directions from the Committee.

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Section 3.5. TCF Financial may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Committee will notify the Trustee of TCF Financial’s decision to make payment of benefits directly prior to the time amounts would otherwise be payable to participants or their beneficiaries under the Payment Schedule. In such notice, the Committee will specify the extent to which the Trustee should deviate from the Payment Schedule. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits according to the Plan, TCF Financial will make the balance of each such payment as it falls due. The Trustee will notify the Committee where principal and earnings are not sufficient.

ARTICLE 3A

PAYMENTS TO A COMPANY

Except as in the event of Insolvency, no Company will have the right or power to direct the Trustee to return to any Company or to divert to others any Trust asset before all payment of benefits has been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

ARTICLE 4

INVESTMENTS OF THE TRUST FUND

Section 4.1.

a. The Committee and the Record Keeper each has the power to direct the Trustee in the investment, reinvestment, or disposition of all the assets of the Trust. The Trustee will invest Trust assets (including exercising voting rights with respect thereto) and dispose of Trust assets, without distinction between principal and income, only as directed by the Committee or the Record Keeper. Such directing parties will have complete discretion with respect to the investment of Trust assets, and the Trustee will not invest or dispose of Trust assets without the direction of such a directing party. A plan participant will have no right to direct the Trustee as to the investment of Trust assets; if the Plan permits participant involvement in the investment process, the Committee or the Record Keeper could take such involvement into account, but any resulting direction to the Trustee will be deemed to be the direction of the Committee or the Record Keeper (and not the direction of the participant) for purposes of this Agreement. TCF Financial acknowledges that the Trustee will not have “some investment discretion” within the meaning of Revenue Procedure 92-64.

The Trustee will have no duty to question or make inquiries as to any investment direction the Committee or the Record Keeper has given as provided herein; provided, that the Trustee may for reasonable periods of time hold in its banking department any part or all of the Trust Fund for which it has not received investment instructions uninvested in an interest-bearing or noninterest-bearing deposit account offered by Trustee without liability for any interest income resulting therefrom, pending the investment of such funds or the use of such funds for the payment of costs, expenses or benefits payable under the Plan, even though the Trustee receives and retains float income therefrom.

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b. The Trustee will not be liable for any action taken or omitted by it pursuant to the written directions of the Committee or the Record Keeper.

Section 4.2. Notwithstanding the foregoing, the rights of each Plan participant to the amounts credited for Plan benefits will be subject to the claims of the general creditors of the Company that employs or employed the participant.

Section 4.3. During the term of this Trust, all income received by the Trust, net of expenses and taxes, will be distributed to the participants, except as provided under the terms of the Plan.

ARTICLE 5

POWERS AND DUTIES OF THE TRUSTEE

Section 5.1. In addition to the powers and duties conferred upon the Trustee by any other provision of this Agreement, but subject to the provisions of Article 4 hereof, the Trustee will have all the usual powers conferred by law on trustees and will also have the following express powers with respect to the Trust Fund:

a. To retain, to exchange for any other property, to sell in any manner and at any time, to divide, subdivide, partition, mortgage, improve, alter, remodel, repair, and develop in any manner any property, real or personal, to lease such property for any period of time, and to grant options to sell or lease any such property, without regard to restrictions and without the approval of any court.

b. As directed by the Committee, to vote stock held by the Trust Fund personally or by proxy, and to delegate the Trustee’s voting powers with respect to such stock to such proxy.

c. To exercise subscription, conversion, and other rights and options as directed by the Committee, and to make payments from the Trust Fund in connection therewith.

d. At the direction of the Committee, to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing, and any other plan or change affecting any property constituting a part of the Trust Fund, and in connection therewith to delegate its discretionary powers and to pay assessments, subscriptions, and other charges from the Trust Fund.

e. In any manner, and to any extent, to waive, modify, reduce, compromise, release, settle, and extend the time of payment of any claim of whatsoever nature in favor of or against the Trustee or all or any part of the Trust Fund.

f. At the direction of the Committee, to borrow money from any person and to pledge assets of the Trust Fund as security for repayment of any such loan.

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g. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee will not have any power that could result in the Trust being classified as a business entity such as a corporation or partnership within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

h. The Trustee is expressly authorized to (i) engage in any transaction with, or acquire services from, an organization affiliated with the Trustee, including any department or division of the Trustee, and any future successors thereto (collectively for purposes of this paragraph referred to as the “Affiliated Entities”, to provide services to assist in or facilitate the purchase or sale of investment securities in the Trust, (ii) acquire as assets of the Trust shares of mutual funds to which Affiliated Entities provide, for a fee, services in any capacity and (iii) acquire in the Trust any other services or products of any kind or nature from the Affiliated Entities regardless of whether the same or similar services or products are available from other institutions. The Trust may directly or indirectly (through mutual funds fees and charges for example) pay management fees, transaction fees and other commissions to the Affiliated Entities for the services or products provided to the Trust and/or such mutual funds at such Affiliated Entities’ standard or published rates without offset (unless required by law) from any fees charged by the Trustee for its services as Trustee. The Trustee may also deal directly with the Affiliated Entities regardless of the capacity in which it is then acting, to purchase, sell, exchange or transfer assets of the Trust even though the Affiliated Entities are receiving compensation or otherwise profiting from such transaction or are acting as a principal in such transaction. Each of the Affiliated Entities is authorized to (i) effect transactions on national securities exchanges for the Trust as directed by the Trustee, and (ii) retain any transactional fees related thereto, consistent with Section 11(a)(1) of the Securities Exchange Act of 1934, as amended, and related Rule 11a2-2(T). Included specifically, but not by way of limitation, in the transactions authorized by this provision are transactions in which any of the Affiliated Entities are serving as an underwriter or member of an underwriting syndicate for a security being purchased or are purchasing or selling a security for its own account.

i. The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by TCF Financial. All rights associated with assets of the Trust will be exercised by the Trustee or the person designated by the Trustee and will in no event be exercisable by or rest with Plan participants. TCF Financial will have the right, at any time and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. The right is exercisable by TCF Financial in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity.

j. Permissible investments under this Agreement include investments administered, advised, custodied, issued, offered, sponsored, underwritten, supported by the credit of, or other serviced by the Trustee or by an affiliate of the Trustee, including but not limited to deposit accounts, certificates of deposit, securities, obligations, mutual fund shares, and common trust funds (in which case the relevant declarations of trust from any such common trust fund will constitute part of this Agreement).

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Section 5.2. The Trustee will have no duties whatsoever except as are specifically set forth as such in this Agreement, and no implied covenant or obligation will be read into this Agreement against the Trustee.

Section 5.3. The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different from) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy.

ARTICLE 6

ACCOUNTS OF THE TRUSTEE; VALUATION OF TRUST FUND

Section 6.1. The Trustee will keep accurate and detailed accounts of all investments, receipts, disbursements, distributions, and other transactions. Such accounts will be open to inspection and audit by TCF Financial at all reasonable times during business days.

Section 6.2. As of each December 31^st, and at such other times as the Committee may reasonably require, the Trustee will determine the fair market value of the Trust Fund and will notify the Committee and the Record Keeper in writing of the fair market value as so determined within 30 days thereof. The fair market value of the Trust Fund will be the fair market value of all securities and other assets then held in the Trust Fund, including all income received since the last valuation and income accrued and unpaid at the close of the valuation period. In determining fair market value, the Trustee may rely upon any information that it believes to be reliable, including reports of sales and of bid and asked prices of issues listed on an exchange as disclosed in newspapers of general circulation or in generally recognized financial services, quotations with respect to unlisted issues as supplied by any reputable broker or investment bank, or from any other source that the Trustee believes to be reliable, or the Trustee may make any such determination based upon its own analysis of such records or reports of any company issuing such stock or other securities as are made available to them. The Committee will direct the Trustee as to the value of any Trust asset lacking a readily obtainable fair market value.

ARTICLE 7

ADMINISTRATIVE PROVISIONS

Section 7.1. Except as otherwise specifically provided herein, the Trustee may rely upon the authenticity, truth, and accuracy of, and will be fully protected in acting upon:

a. Any copy of a resolution of the Board of Directors of TCF Financial or any of the Companies, if certified by the Secretary or an Assistant Secretary of the appropriate Company under its corporate seal.

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b. Any notice, direction, certification, approval, or other writing of the Committee, if evidenced by an instrument signed in the name of the Committee by one or more of its members or by the Secretary of TCF Financial.

c. Any notice, direction, certification, or other writing, given by the authorized Record Keeper pursuant to this Agreement which is believed by the Trustee to be genuine and to have been sent by such Record Keeper.

Section 7.2. TCF Financial will pay Trustee’s fees and reasonable expenses, including expenses for engaging third-party service providers. Such expenses will not be offset from Trustee fees.

Section 7.3. No person dealing with the Trustee will be obligated to see to the application of any property paid or delivered to the Trustee or to inquire into the expediency or propriety of any transaction or the Trustee’s authority to consummate the same.

Section 7.4. Ownership of the assets comprising the Trust Fund will be in the Trustee, in its capacity as Trustee, and participants in the Plan and their beneficiaries will have no right or interest in or to such assets, except as specifically provided herein. The rights of any participant or his beneficiaries to any benefits or future payments hereunder or under the provisions of the Plan will be solely those of unsecured, general creditors of the Companies, and such rights will not be subject to attachment, garnishment or other legal process by any creditor of any such participant or beneficiary. Except to the extent that a Plan participant will have a continuing right to designate a beneficiary of any amount payable in the event of his death, benefits payable to Plan participants or their beneficiaries under this Agreement may not be alienated, anticipated, commuted, pledged, encumbered, transferred, or assigned (either at law or in equity), or subjected to attachment, garnishment, level, execution, or other legal or equitable process.

Section 7.5 Any direction, notice, or other communication under this Agreement will be given in writing and, unless the recipient has timely delivered a superseding address hereunder, addressed as indicated below. The Committee will apprise the Trustee of such contact information for any Record Keeper. The Trustee will not be charged to Trustee’s detriment with knowledge of an emailed direction if the email cannot be shown to have been sent to Trustee return-receipt requested.

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If to Trustee:

The First National Bank in Sioux Falls

c/o Thomas Benz, Vice President and Trust Officer

100 South Phillips Avenue

Post Office Box 5186

Sioux Falls, South Dakota 57117-5186

tfbenz@fnbsf.com

If to TCF Financial, the Committee, or any Company:

TCF Financial Corporation

c/o Kirk Johnson, Senior Vice President, Chief Legal Counsel - Corporate and Securities

200 Lake Street East

Wayzata, MN 55391

kjohnson2@tcfbank.com

ARTICLE 8

SUCCESSION OF TRUSTEES

Section 8.1. The Trustee acting hereunder will be one qualified corporation appointed by TCF Financial to serve in such capacity.

Section 8.2. The Trustee may be removed by the Board of Directors of TCF Financial at any time upon the receipt by the Board of Directors of TCF Financial of the consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal. Any such notice of removal provided to the Trustee will include a certification from TCF Financial that the consent required under this paragraph has been obtained in full. Any such notice of removal will be effective 30 days after delivery to the Trustee or upon such shorter notice as accepted by the Trustee.

Section 8.3. The Trustee may resign as Trustee hereunder by filing with the Committee a written resignation which will take effect 30 days after the date of such filing. A Change in Control will not limit the Trustee’s ability to resign.

Section 8.4. All of the provisions set forth herein with respect to the Trustee will relate to each successor Trustee so appointed with the same force and effect as if such successor Trustee originally had been named herein as a Trustee.

Section 8.5. Upon the appointment of a successor Trustee, the removed or resigning Trustee will transfer and deliver those assets of the Trust Fund in its possession or under its control to the remaining Trustee or Trustees, if any, or otherwise to the successor Trustee or Trustees, together with all such instruments of transfer, conveyance, assignment, and further assurance as

Page 13 of 16

the remaining or successor Trustee may reasonably require. Any removed or resigning Trustee will, at the request of the Committee, or may, in its own discretion, file with the Committee an account of its actions as Trustee. The receipt and approval by the Committee of the final account of the removed or resigning Trustee will be a full and complete acquittal and discharge from liability of such removed or resigning Trustee, and any successor Trustee will have no liability whatsoever for the acts or omissions of any prior Trustee in which it did not participate. If the Committee will fail to express in writing its objections to any account delivered by any removed or resigning Trustee within six months from the date of receipt by the Committee of such account, such account will be considered as approved by the Committee.

Section 8.6. If the Trustee resigns or is removed, and TCF has failed to provide Trustee with a successor trustee’s written acceptance of trusteeship with respect to the Trust on or by the effective date of such resignation or removal, the Trustee may apply to a court of competent jurisdiction for appointment of a successor. The expenses of the Trustee in connection with such a proceeding will be charged to the Trust.

ARTICLE 9

AMENDMENT AND TERMINATION OF THE TRUST

Section 9.1. This Agreement may be amended at any time and from time to time by way of a written instrument signed by TCF Financial and the Trustee, to the extent that Plan participants and beneficiaries who are then entitled to benefits under the Plan have consented in writing thereto. In any event, no amendment will conflict with the terms of the Plan.

Section 9.2. This Trust will not be terminated until all of the Companies’ obligations to make distributions pursuant to the Plan have been fully discharged, except to the extent that Plan participants and beneficiaries who are then entitled to benefits under the Plan have consented in writing to an earlier termination. To the extent the Trust is terminated, Trust assets (including Parent Contributions) remaining after payment of outstanding charges under this Agreement will be distributed to TCF Financial.

Section 9.3. TCF Financial will be responsible for obtaining such consents. (If a single deceased participant has multiple beneficiaries, all such beneficiaries will be deemed to have consented if a majority have actually consented, and none of such beneficiaries will be deemed to have consented if less than a majority has actually consented.) TCF Financial will notify the Trustee and the Record Keeper in writing of those participants and beneficiaries who have not consented; as to such individuals, the Trust will persist without changes to its terms. The Trustee may assume that TCF Financial has obtained all possible consents unless TCF provides written notice to the contrary upon signing the amendment or directing Trust termination, as the case may be.

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ARTICLE 10

MISCELLANEOUS

Section 10.1. Each Company making a contribution to the Trust Fund pursuant to the provisions of the Plan will, by virtue of its making such contribution, become a party to this Agreement and will have the same rights and obligations as if it had executed this Agreement as one of the original parties thereto. Nonetheless, this provision will not diminish TCF Financial’s duties to the Trustee under this Agreement, including the duty to indemnify, hold harmless, and release the Trustee.

Section 10.2. Nothing contained in this Agreement will be deemed to constitute a contract of employment between the Companies and any employee of any of them.

Section 10.3. This Agreement may be executed in any number of counterparts, each of which will be deemed to be the original, and all of such counterparts will together constitute one and the same document.

Section 10.4. Except when otherwise indicated by the context, any masculine terminology used in this Agreement will also include the feminine and neuter, and the definition of any term herein in the singular will also include the plural (and vice versa). The headings of Articles of this Agreement are for convenience of reference only and will have no substantive effect on the provisions of this Agreement.

Section 10.5. Any notice required hereunder may be waived by the person entitled thereto.

Section 10.6. This Agreement will be construed and interpreted in accordance with the laws of the State of Minnesota, except to the extent superseded by applicable federal laws. All controversies arising under this Agreement and not otherwise resolved will be submitted to a United States District Court or state court of competent jurisdiction located in such state. The Trustee will not be required to account in any other court.

Section 10.7. This Agreement will constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and will supersede and replace all previous agreements relating to the same subject matter, both written and oral.

Section 10.8. The effective date of this Agreement will be the date first written above.

Section 10.9. Where this Agreement and the Plan conflict, this Agreement will prevail as to the rights and duties of the Trustee.

Section 10.10 Any provision of this Agreement prohibited by law will be ineffective to the extent of any such prohibition without invalidating the remaining provisions thereof.

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ARTICLE 11

SPECIAL PROVISIONS REGARDING DEFERRED STOCK

Section 11.1. Effective for deferrals of incentive compensation earned in 2011 and thereafter the Trustee shall accept as directed by the Committee contributions of common stock of TCF Financial Corporation issued in the name of the Trustee pursuant to the terms of the applicable award agreement under the TCF Financial Incentive Stock Program or any successor plan thereto. Each such contribution of Deferred Stock shall be accompanied by a designation of the date or dates on which such Stock shall become transferable by the Trustee as well as any events which may cause acceleration of such dates. Deferred Stock shall not be transferable by the Trustee prior to such date or dates. If a Plan participant or beneficiary becomes entitled to benefits from the Plan, any Deferred Stock which is not yet transferable shall be returned to TCF Financial and canceled. In all other respects, Deferred Stock held by the Trustee shall be subject to the same terms and conditions as apply to other stock held by the Trustee.

IN WITNESS WHEREOF, TCF Financial and the Trustee have caused this Agreement to be executed effective as of the day and year first above written.

TCF FINANCIAL CORPORATION

By: __/s/ Joseph T. Green_________________________

Its: ___General Counsel__________________________

THE FIRST NATIONAL BANK IN SIOUX FALLS

By: __/s/ Thomas Benz___________________________

Its: __Vice President and Trust Officer_______________

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Exhibit 10(tt)

Summary of Non-Employee Director Compensation

Upon completion of our merger (the “Merger”) with legacy TCF Financial Corporation (“Legacy TCF”), our Board of Directors (the “Board”) implemented changes to our director compensation program in light of the Merger and integration and our ongoing growth, which has significantly increased our size and complexity and subjected us to enhanced regulatory requirements and scrutiny. After reviewing a market analysis of director compensation for a financial institution of our size, our Compensation Committee recommended to the full Board that to enable it to continue to retain and recruit qualified directors, it was in our best interest to revise the Board compensation program, as follows, which the Board did effective as of August 1, 2019:


◦	The annual cash retainer was increased from $50,000 to $100,000.


◦	The annual equity retainer was increased from a grant date fair value of $80,813 to a grant date fair value of $100,000, to be paid in the form of time-based restricted stock units, vesting at the end of each year.


◦	Directors no longer receive additional compensation for service as Lead Director, Committee member or Chair.


◦	The Chemical Financial Corporation Directors’ Deferred Stock Plan (DDSP) was terminated in as of December 31, 2019, and replaced by the Legacy TCF Directors Deferred Compensation Plan, which permits voluntary deferrals of both cash and equity retainers.

Following the Merger, in December 2019, we paid our Directors a “true-up” payment equal to the sum of (a) their 2019 pre-Merger total earned compensation calculated by prorating their expected annual compensation from their relative organization over a seven month period, plus (b) $83,333 representing the new $200,000/year cash and equity compensation total prorated over five months, less (c) the value of any cash and equity paid to such director by their relative organization before the Merger. This “true-up” payment was intended to harmonize the timing of compensation which differed at Legacy Chemical and Legacy TCF and to avoid excess payments to either Legacy Chemical or Legacy TCF Directors.

The following terms represent the structure of our Director compensation program:



Name	Effective prior to August 1, 2019		Effective August 1, 2020
Annual Cash Retainer	$	50,000	$	100,000
Annual Equity Retainer	$	80,813	$	100,000
Lead Independent Director Retainer	$	30,000	$	--
Annual Cash Retainers for Audit Committee Service	$	25,000⁽¹⁾	$	--
	$	12,500⁽²⁾
Annual Cash Retainers for ALCO and Risk Management Committee	$	20,000⁽¹⁾	$	--
	$	7,500⁽²⁾
Annual Cash Retainers for Compensation and Pension Committee Service	$	20,000⁽¹⁾	$	--
		10,000⁽²⁾
Per Meeting Cash Retainer for BSA Committee Service	$	750	$	--
Annual Cash Retainers for Service on All Other Board Committees	$	15,000⁽¹⁾	$	--
		7,500⁽²⁾

(1) Chair

(2) Member


◦	Employee Directors (Messrs. Dahl, Provost, Torgow and formerly Shafer) are not compensated for service as Directors.


◦	TCF offers the TCF Matching Gift Program to supplement donations made by non-employee Directors to charitable organizations of their choice up to a maximum of $20,000 annually.


◦	Stock Ownership Guidelines:


-	Non-employee Directors are required to own shares of TCF common stock worth an amount equal to five times their cumulative cash and equity retainers.


-	All shares of TCF common stock owned directly or indirectly by a Director will be considered in determining whether the Stock Ownership Guidelines have been met. Stock options will not be counted toward the Stock Ownership Guidelines.


-	Directors have until the fifth anniversary of their appointment to the Board to reach the applicable target ownership level.


-	Indemnification rights are provided to Directors under TCF’s Certificate of Incorporation and Bylaws, to the extent authorized under Michigan Business Corporation Act and TCF maintains Directors and Officers Insurance.


-	TCF reimburses Directors for travel and other expenses to attend Board meetings or attend to other Board business as a business expense.

Exhibit 21

TCF FINANCIAL CORPORATION

Subsidiaries of Registrant

As of December 31, 2019



Subsidiary	State of Incorporation	Names under which Subsidiary Does Business
Gateway One Lending & Finance, LLC	Delaware	Gateway One Lending & Finance, LLC
First of Huron Capital Trust I	Delaware	First of Huron Capital Trust I
First Place Capital Trust	Delaware	First Place Capital Trust
First Place Capital Trust II	Delaware	First Place Capital Trust II
First Place Capital Trust III	Delaware	First Place Capital Trust III
Red Iron Acceptance, LLC	Delaware	Red Iron Acceptance, LLC
TCF Agency Insurance Services, Inc.	Minnesota	TCF Agency Insurance Services, Inc.
TCF Auto Receivables, LLC	Delaware	TCF Auto Receivables, LLC
TCF Bank International, Inc.	Organized under Federal Law	TCF Bank International, Inc.
TCF Commercial Finance Australia Pty Ltd	Australia	TCF Commercial Finance Australia Pty Ltd
TCF Commercial Finance Canada, Inc.	Canadian Federal Corporation	TCF Commercial Finance Canada, Inc. Financement Commercial TCF Canada, Inc.
TCF Commercial Finance New Zealand Limited	New Zealand	TCF Commercial Finance New Zealand Limited
TCF Commercial Finance, LLC	Minnesota	TCF Commercial Finance, LLC
TCF Foundation	Minnesota	TCF Foundation
TCF Illinois Realty Investments, LLC	Minnesota	TCF Illinois Realty Investments, LLC
TCF International Operations, Inc.	Minnesota	TCF International Operations, Inc.
TCF Inventory Finance, Inc.	Minnesota	TCF Inventory Finance, Inc.
TCF Investments Management, Inc.	Minnesota	TCF Investments Management, Inc.
TCF Management Corporation	Minnesota	TCF Management Corporation TCF Real Estate Management Corporation (FL)
TCF National Bank	United States	TCF National Bank TCF Capital Funding (MN) TCF Capital Solutions (MN) TCF Equipment Finance (MN and CO) TCF Healthcare Finance (MN) TCF Home Loans (MN and ND) TCF Technology Finance (MN) Tee To Green Equipment Finance (MN) VGM Financial Services (IA, MN and CO) Whitlock Financial Services (MN) and Winthrop
TCF Servicing Company LLC	Minnesota	TCF Servicing Company LLC
TCFIF Joint Venture I, LLC	Minnesota	TCFIF Joint Venture I, LLC
Winthrop Resources Corporation	Minnesota	Winthrop Resources Corporation Data Strategy Financial Services (MN) Whitlock Financial (MN)
Winthrop Resources Holdings I, LLC	Minnesota	Winthrop Resources Holdings I, LLC

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

TCF Financial Corporation:

We consent to the incorporation by reference in the registration statement No. 333-217834 on Form S-3 and Nos. 333-133962, 333-157569, 333-166377, 333-181140, 333-202555, 333-203742, 333-210520, 333-217836, 333-217837, 333-231483, and 333-230635 on Form S-8 of TCF Financial Corporation of our reports dated March 2, 2020, with respect to the consolidated statements of financial condition of TCF Financial Corporation as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the December 31, 2019 Annual Report on Form 10-K of TCF Financial Corporation.

/s/ KPMG LLP

Detroit, Michigan

March 2, 2020

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

TCF Financial Corporation:

We hereby consent to the incorporation by reference in the Registration Statement No. 333-157569 on Form S-8 dated February 27, 2009 of TCF Financial Corporation of our report dated March 2, 2020, with respect to the TCF Financial Corporation (formerly Chemical Financial Corporation) Directors' Deferred Stock Plan included in Exhibit 99.1 of this Annual Report (Form 10-K) as of December 31, 2019 and 2018, the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 2019 filed with the Securities and Exchange Commission.

/s/ Andrews Hooper Pavlik PLC

Saginaw, Michigan

March 2, 2020

Exhibit 31.1

CERTIFICATION

I, Craig R. Dahl, certify that:


1.	I have reviewed this Annual Report on Form 10-K of TCF Financial Corporation for the year ended December 31, 2019;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2020



	/s/ Craig R. Dahl
	Craig R. Dahl
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Dennis L. Klaeser, certify that:


1.	I have reviewed this Annual Report on Form 10-K of TCF Financial Corporation for the year ended December 31, 2019;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 2, 2020



	/s/ Dennis L. Klaeser
	Dennis L. Klaeser
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

TCF FINANCIAL CORPORATION

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, Craig R. Dahl, Chief Executive Officer and President of TCF Financial Corporation, a Michigan corporation (the “Company”), hereby certify as follows:


1.	This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Periodic Report”);


2.	The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


3.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: March 2, 2020



	/s/ Craig R. Dahl
	Craig R. Dahl
	Chief Executive Officer and President
	(Principal Executive Officer)



*	A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TCF Financial Corporation and will be retained by TCF Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

TCF FINANCIAL CORPORATION

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, Dennis L. Klaeser, Executive Vice President and Chief Financial Officer of TCF Financial Corporation, a Michigan corporation (the “Company”), hereby certify as follows:


1.	This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Periodic Report”);


2.	The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


3.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: March 2, 2020



	/s/ Dennis L. Klaeser
	Dennis L. Klaeser
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)



*	A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TCF Financial Corporation and will be retained by TCF Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 99.1

Financial Statements

With Report of Independent Registered Public Accounting Firm

TCF FINANCIAL CORPORATION (Formerly Chemical Financial Corporation)

DIRECTORS' DEFERRED STOCK PLAN

December 31, 2019

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

TCF Financial Corporation, and the

Plan Administrator of the

TCF Financial Corporation (formerly Chemical Financial Corporation)

Directors' Deferred Stock Plan

Opinion on the Financial Statements

We have audited the accompanying statements of financial condition of the TCF Financial Corporation (formerly Chemical Financial Corporation) Directors’ Deferred Stock Plan as of December 31, 2019 (in liquidation) and the related statement of income and changes in plan equity for the year ended December 31, 2019 (in liquidation), and the statement of financial condition as of December 31, 2018 (ongoing) and the related statements of income and changes in plan equity for each of the two years in the period ended December 31, 2018 (ongoing), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Plan, as of December 31, 2019 and 2018, and the results of its operations for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America applied on the bases described below.

As described in Note 2 to the financial statements, the governing body of the TCF Financial Corporation (formerly Chemical Financial Corporation) Directors’ Deferred Stock Plan approved a plan of liquidation on October 23, 2019, and management determined liquidation is imminent. As a result, the Plan has changed its basis of accounting from the going concern basis used in presenting the 2018 and 2017 financial statements to the liquidation basis used in presenting the 2019 financial statements.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of the Plan’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Plan’s auditor since 2008.

/s/ Andrews Hooper Pavlik PLC

Andrews Hooper Pavlik PLC

Saginaw, Michigan

March 2, 2020

TCF FINANCIAL CORPORATION (Formerly Chemical Financial Corporation)

DIRECTORS' DEFERRED STOCK PLAN

Statements of Financial Condition



	At December 31, 2019		At December 31, 2018
	(In Liquidation)		(Ongoing)
ASSETS
Common stock receivable of TCF Financial Corporation, at fair value (926 shares at a cost of $42,396 at December 31, 2019 and 50,178 shares at a cost of $2,666,108 at December 31, 2018)	$	43,360	$	1,837,007
Total assets	$	43,360	$	1,837,007
PLAN EQUITY
Plan equity (4 participants at December 31, 2019 and 13 participants at December 31, 2018)	$	43,360	$	1,837,007

See accompanying notes.

TCF FINANCIAL CORPORATION (Formerly Chemical Financial Corporation)

DIRECTORS' DEFERRED STOCK PLAN

Statements of Income and Changes in Plan Equity



	Year Ended December 31,
	2019			2018			2017
	(In Liquidation)			(Ongoing)			(Ongoing)
ADDITIONS
Participant contributions	$	1,633,026		$	1,460,630		$	1,303,750
Dividend equivalents	47,962			57,084			21,793
Total additions	1,680,988			1,517,714			1,325,543

Plan distributions	(3,361,140		)	(334,512		)	—

Net realized and unrealized appreciation (depreciation) in fair value of common stock receivable	(113,495		)	(880,753		)	97,266
Net (decrease) increase	(1,793,647		)	302,449			1,422,809
Plan equity at beginning of period	1,837,007			1,534,558			111,749
Plan equity at end of period	$	43,360		$	1,837,007		$	1,534,558

See accompanying notes.

TCF FINANCIAL CORPORATION (Formerly Chemical Financial Corporation)

DIRECTORS' DEFERRED STOCK PLAN

Notes to Financial Statements

Note 1 - Description of the Plan

The TCF Financial Corporation (formerly Chemical Financial Corporation) Directors' Deferred Stock Plan (the "Plan") became effective on April 21, 2008. The Plan, which was approved by the shareholders of the Corporation, is an unfunded supplemental nonqualified deferred compensation plan designed to provide benefits to each Legacy Chemical non-employee director ("Director") of the Corporation and the Corporation's subsidiary bank, Legacy Chemical Bank. The Plan provides for a maximum of 400,000 shares of the Corporation's $1.00 par value common stock ("Common Stock"), subject to adjustments for certain changes in the capital structure of the Corporation as defined in the Plan (including stock dividends and stock splits), to be available under the Plan.

As a result of the Merger on August 1, 2019, a change in control of the Corporation, as defined by the Plan documents, occurred under the Plan, which caused all deferred compensation earned under the Plan up to that date to become payable as elected by the Participant.

On October 23, 2019, the Corporation's board of directors approved the termination, effective December 31, 2019, of the Directors' Deferred Stock Plan with all Director's retaining the rights to the benefits of contributions made by him/her prior to the termination.

Under the Plan, Directors are required to defer fifty percent, or such greater percentage as determined by the board of directors of the Corporation, of their annual retainer in the form of investment in stock units representing Common Stock. The remaining part of the annual retainer may, at each Director's option, be deferred and invested in stock units representing Common Stock. In addition, all meeting and other director fees may, at each Director's option, be deferred and invested in stock units representing Common Stock. Directors opting to defer the remaining portion of their annual retainer and/or other fees earned as a Director must elect to do so at the beginning of each calendar year. The election is not revocable once the year of election begins and can only be revoked or modified for future years if done so before the start of any future calendar year.

The portion of the annual retainer deferred under the Plan is credited on the books of the Corporation to an account established for that Director and converted to a number of stock units equal to the cash amount of the deferred portion of the annual retainer divided by the fair market value of one share of Common Stock on the date the annual retainer is paid. Other fees deferred under the Plan are credited to that Director's account and converted to a number of stock units equal to the cash amount of the deferred portion of other fees earned divided by the fair market value of one share of Common Stock on the next date the Corporation pays its quarterly cash dividend. The Plan also provides for dividend equivalents to be credited to each Director's account on each date the Corporation pays its quarterly cash dividend. Dividend equivalents are calculated by multiplying the Corporation's dividend rate by the number of stock units credited in each Director's account as of the date the Corporation pays its quarterly cash dividend. The Plan also provides for an appropriate credit to each Director's account for stock dividends, stock splits or other distributions of Common Stock by the Corporation.

Directors are eligible for participation in the Plan on the first day of an individual's term as a Director. Elective deferrals must be made within the first 30 days of eligibility in order for an individual to participate in the first calendar year of eligibility. Otherwise, the deferral election will be effective at the beginning of the next calendar year. All annual retainer and director fees contributed to the Plan and dividend equivalents credited to each Director's account are vested immediately. Directors will cease to be eligible to participate in the Plan upon their termination of service on the board of directors of the Corporation. Upon termination of service, death, a change in control of the Corporation or termination of the Plan, a Director will receive a number of shares of Common Stock and cash in lieu of fractional shares equal to the number of stock units in their account. Distributions from the Plan will be made in the form of either a single lump sum or in five annual installments.

TCF FINANCIAL CORPORATION (Formerly Chemical Financial Corporation)

DIRECTORS' DEFERRED STOCK PLAN

Notes to Financial Statements (continued)

Note 1 - Description of the Plan (continued)

A total of 91,670 shares and 5,672 shares were distributed from the Plan during the year ended December 31, 2019 and 2018, respectively. The Plan considers the common stock receivable at year-end to be issued.

The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986 (IRC), as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Directors participating in the Plan must treat, as ordinary taxable income, the fair market value of shares of Common Stock received at the time of distribution from the Plan or upon failure of the Plan to meet the requirements of IRC Section 409A.

Note 2 - Summary of Accounting Policies

Basis of Accounting

The financial statements have been prepared on the liquidation basis of accounting for the year ended December 31, 2019 and on the accrual basis of accounting for the year ended December 31, 2018 in conformity with U.S. generally accepted accounting principles (U.S. GAAP). On October 23, 2019 the Corporation's board of directors approved the termination of the Plan to be effective December 31, 2019. As a result, the Plan's financial statements as of December 31, 2019 have been prepared on the liquidation basis, in accordance with U.S. GAAP. This basis of accounting is considered appropriate when, among other things, liquidation of an entity is probable and the net realizable value of assets are reasonably determinable. Under the liquidation basis of accounting, assets are stated at their estimated net realized cash value. The estimated net realizable cash value for investments as of December 31, 2019 would be equivalent to fair value. There were no changes to the 2019 financial statements as a result of the change under the liquidation basis of accounting.

Valuation of Common Stock Receivable

The Plan's common stock receivable is recorded at the fair value per share of Common Stock multiplied by the number of shares receivable at the valuation date. Fair value is based on the closing price of Common Stock at year end ($46.80 per share at December 31, 2019 and $36.61 per share at December 31, 2018).

In accordance with GAAP, the valuation of common stock receivable is measured at fair value on a recurring basis using Level 1 inputs based on quoted prices from The NASDAQ Stock Market®.

Contributions

Participant contributions represent annual retainer and/or fees earned and deferred by Directors during the year and are accounted for at fair value.

Distributions

Termination of Service

Participants may elect distributions upon termination, which may be made in a lump sum in the first June following the participant’s termination of service or in five equal annual installments, with the first installment paid in the first June following the termination and the remaining installments paid in the four subsequent Junes. Distributions are made in common stock and cash in the amount of any fractional shares multiplied by the market value of a share, plus any dividend equivalents credited to the participant's account.

Termination of Plan

Participants with remaining benefits at the plan's termination date were paid out as of January 21, 2020. Refer to Note 3 for more information.

TCF FINANCIAL CORPORATION (Formerly Chemical Financial Corporation)

DIRECTORS' DEFERRED STOCK PLAN

Notes to Financial Statements (continued)

Note 2 - Summary of Accounting Policies (continued)

Income

Dividend equivalents are accrued on the date the Corporation pays its quarterly cash dividend.

Operating Expenses

All expenses of the Plan and its administration are paid by the Corporation.

Related Party Transactions

Substantially all transactions and balances of the Plan are considered related party transactions.

Note 3 - Termination

As described in Note 1, the Plan was terminated on December 31, 2019. Stock options previously granted were not affected by the termination. As of January 21, 2020, the remaining participants have been paid out and the Plan was fully terminated and had no remaining assets.

All other events occurring subsequent to the date of the most recent statement of net assets available for benefits have been evaluated for potential recognition or disclosure in the financial statements through March 2, 2020, the date the financial statements were available to be issued.