TCF 401K Plan

ARTICLE I GENERAL.....................................................................................................................1

ARTICLE II MISCELLANEOUS DEFINITIONS............................................................................2

ARTICLE III SERVICE DEFINITIONS...........................................................................................13

ARTICLE IV PLAN PARTICIPATION............................................................................................16

ARTICLE V EMPLOYEE CONTRIBUTIONS..............................................................................17

ARTICLE VI EMPLOYER CONTRIBUTIONS............................................................................24

ARTICLE VII INDIVIDUAL ACCOUNTS.....................................................................................32

ARTICLE VIII DESIGNATION OF BENEFICIARY.......................................................................39

ARTICLE IX BENEFIT REQUIREMENTS (VESTING)................................................................40

ARTICLE X DISTRIBUTION OF BENEFITS................................................................................45

Employment.......................................................................................................48

Rollover Accounts During Employment.............................................................50

ARTICLE XI MANAGEMENT OF FUNDS....................................................................................61

ARTICLE XII ADMINISTRATION OF PLAN................................................................................68

ARTICLE XIII AMENDMENT, TERMINATION, MERGER.........................................................71

Employer............................................................................................................71

ARTICLE XIV TOP‑HEAVY PLAN PROVISIONS........................................................................74

ARTICLE XV MISCELLANEOUS PROVISIONS........................................................................78

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:

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

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.

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.

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.

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.

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.

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:

renewal period, the extension period, and the duration of the new Exempt Loan does not exceed ten years (120 calendar months).

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

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):

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.

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:

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:

Sec. 2.27    Qualified Employee. “Qualified Employee” means any employee of a Participating Employer, subject to the following:

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.

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).

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.

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.

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.

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.

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.

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.

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:

on the next Entry Date after the date of the transfer, provided the employee is still a Qualified Employee on that date.

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.

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:

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.

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.

Sec. 5.5    Satisfaction of Code Section 401(k).

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.

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.

for which the excess contributions were made to avoid the imposition on the Participating Employers of an excise tax under Code section 4979.

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.

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:

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:

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:

Sec. 6.6    Limitation on Allocations.

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);

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:

differential), commissions, bonuses, or other similar payments;

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.

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.

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).

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.

Sec. 6.7    Timing of Allocations. Contributions under this Article shall be allocated to the Accounts of Participants as follows:

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.

Sec. 7.1    Accounts for Participants. The following Accounts may be established under the Plan for a Participant:

to a 100% Vested Company Money Account, and a 100% Vested Company Money Account shall always be 100% vested.

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

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:

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:

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.

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:

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.

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.

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:

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:

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.

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:

Chemical Retirement Contributions Account, and any Chemical Discretionary Matching Contributions Account as follows:

For Participants who were employees of Republic, service prior to 1981 shall not be excluded in determining Years of Vesting Service under this paragraph.

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.

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.

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.

Sec. 10.1    Time and Method of Payment.

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.

(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.

Sec. 10.2    Distribution in Cash, TCF Financial Stock, or Marketable Securities. Distributions from Accounts shall be made in the form of:

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.

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:

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:

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)).

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.

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.

Sec. 10.7    Miscellaneous Military Service Provisions.

(b)    Differential Wages. Effective as of January 1, 2009:

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:

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.

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:

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:

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.

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.

Sec. 10.20    Minimum Distribution Requirements.

spouse’s death, reduced by one for each subsequent calendar year.

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.

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.

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:

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.

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.

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:

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.

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.

Sec. 11.11    Diversification of Investments.

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.

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:

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:

other than a power under the trust agreement to appoint an investment manager as defined in ERISA.

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

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

or in addition to providing indemnification, the Company may purchase insurance for such individuals.

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:

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.

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.

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:

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:

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.

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.

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:

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:

(b)Years of Vesting Service for purposes of this section shall be as defined in Sec. 3.5.

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.

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.

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.