General Release agreement between David B. Ramaker and Chemical Financial Corporation, dated August 9, 2017

This General Release Agreement (this “Release Agreement”) is between Chemical Financial Corporation and Chemical Bank (collectively with all of their affiliates, the “Corporation”), on the one hand, and David B. Ramaker (“Executive”), on the other hand.

WHEREAS, Executive has served as the Chief Executive Officer and President of the Corporation, and as a member of the Board of Directors (the “Board”) of the Corporation and Chemical Bank; and

WHEREAS, the parties have agreed that Executive’s employment relationships with the Corporation will terminate effective as of August 8, 2017 (“Separation from Service”) and the parties seek to effect an orderly termination.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties agree as follows:

release includes, but is not limited to, claims for breach of any employment contract; handbook or manual; any express or implied contract; any tort; continued employment; loss of wages or benefits; attorneys’ fees; employment discrimination arising under any federal, state, or local civil rights or antidiscrimination statute, including specifically any claims Executive may have under the federal Age Discrimination in Employment Act, as amended, 29 USC §§ 621, et seq.; emotional distress; harassment; defamation; slander; and all other types of claims or causes of action whatsoever arising under any other state or federal statute or common law of the United States. Notwithstanding anything else in this Release Agreement to the contrary, nothing in this Release Agreement shall be construed to waive, release or discharge (i) the Corporation from making any payments and performing any obligations to Executive under any tax-qualified retirement plan or supplemental executive retirement plan sponsored by the Corporation, or any benefits provided in accordance with the terms of this Release Agreement, or Executive’s right to the receipt of benefits, whether in the form of cash, shares or options to purchase shares, pursuant to the Corporation’s Stock Incentive Plan of 2006, Stock Incentive Plan of 2012, Stock Incentive Plan of 2015 and Stock Incentive Plan of 2017 (in the aggregate, the “Stock Plans”), as applicable, but with Executive’s rights under the Stock Plans revised in accordance with the terms of this Release Agreement, or (ii) any rights or claims that may arise under the federal Age Discrimination in Employment Act, as amended, 29 USC §§ 621, et seq., after the date on which this Release Agreement is executed by Executive; or (iii) any right of defense and/or indemnity afforded Executive under the articles of incorporation and bylaws of the Corporation or Chemical Bank; or (iv) any rights afforded Executive under this Release Agreement.

shall continue in effect after Separation from Service. The parties agree that any breach of the covenants in this Section may cause the Corporation irreparable harm and injunctive relief shall be appropriate.

interest in (except as provided in the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise in any county in which the Corporation has a branch office, ATM, loan processing center or any other facility, and all contiguous counties, (including all municipalities therein) which competes directly or indirectly with the business of Corporation in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, Executive shall not be prohibited from owning less than one (1) percent of any class of publicly traded securities of a competitor; nor shall Executive, by way of example, be prohibited from being employed in businesses or organizations that are not competitive with the Corporation, such as educational institutions where Executive could act in the capacity of either an administrator or a professor, being employed in a private for-profit corporation that is not related in any way to the financial services industry and does not provide financial services of any type, working for a governmental regulatory agency other than one involved in banking, insurance or securities products and services, either as a consultant or in an appointed position, whether that be for local, state or federal position, being involved in the development of real estate projects, whether as an owner or a member of management, or from being a director or board member for a for-profit organization that is not in the business of financial services. For purposes of this Paragraph 14, the term “Restricted Period” shall equal thirty-six (36) months, commencing as of the date of the Separation from Service.

full as parachute payments, (iii) third from cash payments that are partially included as parachute payments and (iv) from equity awards that are partially included as parachute payments, in each instance provided that Code Section 409A is complied with and the Payments to be made later in time are to be reduced before Payments to be made sooner in time. For purposes of making the calculations required by this Paragraph 21, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Corporation and Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Paragraph 21. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation.

To signify their agreement to the terms of this Release Agreement, the parties have executed it on the date set forth opposite their signatures, or those of their authorized agents, which follow.

I have been provided with the General Release Agreement (“Agreement”) between Chemical Financial Corporation and Chemical Bank (collectively with all its affiliates, the “Corporation”), on the one hand, and David B. Ramaker (“Executive”), on the other hand.

I understand that I have twenty-one (21) days from the date the Agreement was presented to me to consider whether or not to sign the Agreement. I further understand that I have the right to seek counsel prior to signing the Agreement.

I am knowingly and voluntarily signing and returning the Agreement prior to the expiration of the twenty-one (21)-day consideration period. I understand that I have seven (7) days from signing the Agreement to revoke the Agreement, by delivering a written notice of revocation to the Chairman of the Board, Chemical Financial Corporation, 2301 W. Big Beaver Rd., Troy, MI 48084.

This is the First Amendment (“Amendment”) to the General Release Agreement entered into between Chemical Financial Corporation and Chemical Bank (collectively with all of their affiliates, the “Corporation”), on the one hand, and David B. Ramaker (“Executive”), on the other hand.

WHEREAS, the parties to this Amendment entered into a General Release Agreement effective as of August 8, 2017 (“Release Agreement”) regarding Executive’s Separation from Service; and

WHEREAS, the parties have determined that various elections were made by Executive regarding his account balance in the Chemical Financial Corporation Deferred Compensation Plan and the Chemical Financial Corporation Supplemental Executive Retirement Plan prior to his Separation from Service; and

WHEREAS, the parties have determined that it is appropriate to enter into this Amendment to modify the provisions of paragraphs 19 and 20 of the Release Agreement to reflect these elections; and

WHEREAS, capitalized terms shall have the same meaning as set forth in the Release Agreement;

NOW THEREFORE, in consideration of the covenants and agreements set forth herein, the parties agree as follows:

19.    Upon Executive’s timely completion and submission of any required application and tax forms, Executive’s account balance in the Chemical Financial Corporation Deferred Compensation Plan as it existed on August 31, 2016 (which will continue to reflect Executive’s investment elections from September 1, 2016 through the date of payment) shall be paid to Executive on the first payroll date of the seventh (7^th) month after Executive’s Separation from Service. The account balance which accrued after August 31, 2016 shall be paid in accordance with the Executive’s elections under the Deferred Compensation Plan, but in no event will it be paid to Executive before the first payroll date of the seventh (7^th) month after Executive’s Separation from Service.

20.    Upon Executive’s timely completion and submission of any required application and tax forms, Executive’s account balance in the Chemical Financial Corporation Supplemental Executive Retirement Plan (“SERP”) as it existed on August 31, 2016 (increased by the interest rate as approved by the Board or Compensation Committee and in effect from September 1, 2016 to the date of payment) shall be paid to Executive on the first payroll period of the seventh (7^th) month after Executive’s Separation from Service. The account balance in the SERP which accrued after August 31, 2016 shall be paid in accordance with the Executive’s elections under the Chemical Financial

Corporation Pension Plan but in no event will it be paid to Executive before the first payroll date of the seventh (7^th) month after Executive’s Separation from Service.

    

To signify their agreement to the terms of this Amendment, the parties have executed it on the date set forth opposite their signatures, or those of their authorized agents, which follow. This Amendment shall become effective on the latest date set forth below.

EXECUTIVE

Dated: __August 9, 2017_______________        _/s/ David B. Ramaker_____________                                        David B. Ramaker