0001104659-17-057122 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • September 14th, 2017 • TCF Financial Corp • National commercial banks • New York

to December 1, 2022 within 90 days of a “regulatory capital treatment event,” as described in the prospectus supplement, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends for prior dividend periods, without accumulation of any undeclared dividends. Neither the holders of Series C Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series C Preferred Stock.

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DEPOSIT AGREEMENT between TCF FINANCIAL CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of September 14, 2017
Deposit Agreement • September 14th, 2017 • TCF Financial Corp • National commercial banks • New York

DEPOSIT AGREEMENT dated as of September 14, 2017, between (i) TCF Financial Corporation, a Delaware corporation, and (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined).

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