TCF FINANCIAL CORPORATION 6,000,000 DEPOSITARY SHARES, EACH REPRESENTING A 1/1,000TH INTEREST IN A SHARE OF SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTTCF Financial Corp • June 22nd, 2012 • National commercial banks • New York
TCF Financial Corporation, a Delaware corporation (the “Company”), proposes to issue, or cause to be issued, and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of depositary shares (the “Depositary Shares”) set forth in Schedule I hereto (the “Firm Shares”), each representing a 1/1,000th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share) (the “Preferred Stock”). The Company also proposes to issue and sell to the several Underwriters not more than the number of additional Depositary Shares set forth in Schedule I hereto (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Depositary Shares granted to the Underwriters in Section 2 h
