Chemical Financial Corporation and TCF Financial Corporation Announce Executive Leadership Appointments for New TCF Upon Close of Merger of Equals

DETROIT & WAYZATA, Minn.–(BUSINESS WIRE)–Chemical Financial Corporation (“Chemical”) (NASDAQ: CHFC) and TCF
Financial Corporation (“TCF”) (NYSE: TCF) today announced executive
leadership appointments for the combined company (“new TCF”).

The appointments will become effective upon the closing of the merger of
equals, which is anticipated to occur in the late third or early fourth
quarter of 2019, subject to satisfaction of customary closing
conditions, including receipt of customary regulatory approvals and
approval by the shareholders of each company. Each of the individuals
named will continue to serve in their current capacity for their
respective company until that time.

As previously disclosed, Craig Dahl, the current chairman and chief
executive officer of TCF, will become chief executive officer and
president of new TCF and chief executive officer of the combined bank
(“new TCF Bank”). David Provost, the current chief executive officer and
president of Chemical, will become chairman of new TCF bank.

The following executives will report to Dahl:

  • Tom Shafer will become president and chief operating officer of new
    TCF Bank. He will have management oversight of the wholesale banking
    and consumer banking businesses and the IT organization. Shafer is
    currently chief executive officer and president of Chemical Bank.
  • Dennis Klaeser will become chief financial officer. He will be
    responsible for all areas of the finance function, including financial
    reporting, financial planning and analysis, tax and treasury
    management. Klaeser currently serves as chief financial officer of
    Chemical and Chemical Bank. As previously announced, Brian Maass, the
    current chief financial officer of TCF, will become deputy chief
    financial officer and treasurer of new TCF, reporting to Klaeser.
  • Jim Costa will become chief risk & credit officer. He will be
    responsible for the risk management and credit functions. He will also
    have a dotted line reporting relationship to the Risk Committee of new
    TCF’s board of directors. Costa currently serves as chief risk and
    credit officer of TCF.
  • Patty Jones will become chief administrative officer. She will oversee
    the legal department as well as the corporate affairs, communications
    and community affairs functions. Jones currently serves as chief
    administrative officer of TCF. Joe Green will become executive vice
    president, general counsel and corporate secretary, reporting to
    Jones. Green currently serves as executive vice president, general
    counsel and corporate secretary of TCF.
  • Sandy Kuohn will become chief human capital officer. She will oversee
    human capital strategies, including talent acquisition, retention,
    organizational and talent development, total rewards and human capital
    services. Kuohn currently serves as chief human resources officer of
    Chemical Bank.
  • Andy Jackson will become chief audit executive. He will be responsible
    for the internal audit function. He will also have a dotted line
    reporting relationship to the Audit Committee of new TCF’s board of
    directors. Jackson currently serves as chief audit executive of TCF.

The following executives will report to Shafer:

  • Bill Henak will become executive vice president, wholesale banking. He
    will manage the national lending businesses focused on equipment and
    inventory finance, commercial banking (to be divided geographically)
    and national commercial real estate. Mr. Henak currently serves as
    executive vice president, wholesale banking of TCF.
  • Mike Jones will become executive vice president, consumer and business
    banking. He will manage all areas of retail banking, consumer lending,
    small business banking, commercial banking (to be divided
    geographically), wealth management, mortgages and home lending. Jones
    currently serves as executive vice president, consumer banking of TCF.
  • Tom Butterfield will become chief information officer. He will lead
    the information technology team, focused on providing the solutions
    necessary to best serve the new organization’s customers and business
    clients in a 21st century banking environment. Butterfield
    currently serves as chief information officer of TCF.

“We have assembled a strong leadership team that represents the deep
expertise and industry experience of both companies,” said Craig Dahl,
TCF’s chairman and chief executive officer. “Our primary objective in
this merger of equals is to combine the best of both companies to create
the premier Midwest bank that offers opportunities for all of our
stakeholders. We are confident that this team will provide the strong
leadership necessary to enable us to operate as one company immediately
following the closing of the merger and to fully execute our long-term
strategy and vision for new TCF.”

Chemical’s chief executive officer David Provost added: “Today marks
another important milestone in our journey to create new TCF. We are
fortunate to be able to draw upon the leadership expertise of two
exceptional companies and create a truly balanced executive team with
equal representation from Chemical and TCF. We look forward to starting
the integration planning process and working to deliver the expected
growth, cost and revenue synergies and operational efficiencies as soon
as possible following the closing of the merger.”

Integration Management Leadership Appointments

The two companies also announced today that Jim Costa and Brennan Ryan,
who currently serves as Chemical’s chief operating officer, will co-lead
an Integration Management office. They will be responsible for
overseeing the process of seamlessly integrating the two companies and
ensuring new TCF is prepared to go to market as one company immediately
following the closing of the merger.

The board of directors for new TCF and other leadership roles are
expected to be announced before the closing of the merger. As previously
announced, new TCF’s board of directors will have sixteen directors,
consisting of eight directors from Chemical and eight directors from TCF.

About Chemical Financial Corporation

Chemical Financial Corporation is the largest banking company
headquartered and operating branch offices in Michigan. Chemical
operates through its subsidiary bank, Chemical Bank, with 212 banking
offices located primarily in Michigan, northeast Ohio and northern
Indiana. As of December 31, 2018, Chemical had total consolidated assets
of $21.5 billion. Chemical Financial Corporation’s common stock trades
on The NASDAQ Stock Market under the symbol CHFC and is one of the
issuers comprising The NASDAQ Global Select Market and the S&P MidCap
400 Index. More information about Chemical Financial Corporation is
available by visiting the “Investor Information” section of its website
at www.chemicalbank.com.

About TCF Financial Corporation

TCF is a Wayzata, Minnesota-based national bank holding company. As of
December 31, 2018, TCF had $23.7 billion in total assets and 314 bank
branches in Illinois, Minnesota, Michigan, Colorado, Wisconsin, Arizona
and South Dakota providing retail and commercial banking services. TCF,
through its subsidiaries, also conducts commercial leasing and equipment
finance business in all 50 states and commercial inventory finance
business in all 50 states and Canada. For more information about TCF,
please visit http://ir.tcfbank.com.

Cautionary Note Regarding Forward-Looking Statements

Statements included in this press release which are not historical in
nature are intended to be, and hereby are identified as, forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Examples of forward-looking statements include, but
are not limited to, statements regarding the outlook and expectations of
Chemical and TCF with respect to their planned merger, including
statements about the new leadership team and its ability to execute on
the combined company’s long-term strategy and vision, statements
regarding the leadership team’s ability to deliver expected growth, cost
and revenue synergies and operational efficiencies after the merger
closes, and statements regarding the timing of the closing of the
merger. Words such as “may,” “anticipate,” “plan,” “estimate,” “expect,”
“project,” “assume,” “approximately,” “continue,” “should,” “could,”
“will,” “poised,” and variations of such words and similar expressions
are intended to identify such forward-looking statements.
Forward-looking statements are subject to risks, uncertainties and
assumptions that are difficult to predict with regard to timing, extent,
likelihood and degree of occurrence, which could cause actual results to
differ materially from anticipated results. Such risks, uncertainties
and assumptions, include, among others, the following:

  • the failure to obtain necessary regulatory approvals when expected or
    at all (and the risk that such approvals may result in the imposition
    of conditions that could adversely affect the combined company or the
    expected benefits of the transaction);
  • the failure of either Chemical or TCF to obtain shareholder approval,
    or to satisfy any of the other closing conditions to the transaction
    on a timely basis or at all;
  • if the combined company is unable to retain its employees,
    particularly key management, the combined company could face
    disruptions with respect to integration, operations and customer
    retention.
  • the occurrence of any event, change or other circumstances that could
    give rise to the right of one or both of the parties to terminate the
    merger agreement;
  • the possibility that the anticipated benefits of the transaction,
    including anticipated cost savings and strategic gains, are not
    realized when expected or at all, including as a result of the impact
    of, or problems arising from, the integration of the two companies or
    as a result of the strength of the economy, competitive factors in the
    areas where Chemical and TCF do business, or as a result of other
    unexpected factors or events;
  • the impact of purchase accounting with respect to the transaction, or
    any change in the assumptions used regarding the assets purchased and
    liabilities assumed to determine their fair value;
  • diversion of management’s attention from ongoing business operations
    and opportunities;
  • potential adverse reactions or changes to business or employee
    relationships, including those resulting from the announcement or
    completion of the transaction;
  • the ability of either company to effectuate share repurchases and the
    prices at which such repurchases may be effectuated;
  • the outcome of any legal proceedings that may be instituted against
    Chemical or TCF;
  • the integration of the businesses and operations of Chemical and TCF,
    which may take longer than anticipated or be more costly than
    anticipated or have unanticipated adverse results relating to
    Chemical’s or TCF’s existing businesses;
  • business disruptions following the merger; and
  • other factors that may affect future results of Chemical and TCF
    including changes in asset quality and credit risk; the inability to
    sustain revenue and earnings growth; changes in interest rates and
    capital markets; inflation; customer borrowing, repayment, investment
    and deposit practices; the impact, extent and timing of technological
    changes; capital management activities; and other actions of the
    Federal Reserve Board and legislative and regulatory actions and
    reforms.

Additional factors that could cause results to differ materially from
those described above can be found in the risk factors described in Item
1A of each of Chemical’s and TCF’s Annual Report on Form 10-K filed with
the SEC for the year ended December 31, 2018. Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose only,
are not forecasts and may not reflect actual results. Chemical and TCF
disclaim any obligation to update or revise any forward-looking
statements contained in this press release, which speak only as of the
date hereof, whether as a result of new information, future events or
otherwise, except as required by law.

Important Additional Information and Where to Find It

This communication is being made in respect of the proposed merger
transaction between Chemical and TCF. In connection with the proposed
merger, Chemical will file with the SEC a Registration Statement on Form
S-4 that will include the Joint Proxy Statement of Chemical and TCF and
a Prospectus of Chemical, as well as other relevant documents regarding
the proposed transaction. A definitive Joint Proxy Statement/Prospectus
will also be sent to Chemical and TCF shareholders. INVESTORS ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.

A free copy of the Joint Proxy Statement/Prospectus, once available, as
well as other filings containing information about Chemical and TCF, may
be obtained at the SEC’s Internet site (http://www.sec.gov).
You will also be able to obtain these documents, free of charge, from
Chemical by accessing Chemical’s website at http://www.chemicalbank.com
(which website is not incorporated herein by reference) or from TCF by
accessing TCF’s website at http://www.tcfbank.com
(which website is not incorporated herein by reference). Copies of the
Joint Proxy Statement/Prospectus once available can also be obtained,
free of charge, by directing a request to Chemical Investor Relations at
Investor Relations, Chemical Financial Corporation, 333 W. Fort Street,
Suite 1800, Detroit, MI 48226, by calling (800) 867-9757 or by sending
an e-mail to investorinformation@ChemicalBank.com,
or to TCF Investor Relations at Investor Relations, TCF Financial
Corporation, 200 Lake Street East, EXO-02C, Wayzata, MN 55391 by calling
(952) 745-2760 or by sending an e-mail to investor@tcfbank.com.

Participants in Solicitation

Chemical and TCF and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from Chemical and TCF shareholders in respect of the transaction
described in the Joint Proxy Statement/Prospectus. Information regarding
Chemical’s directors and executive officers is contained in Chemical’s
Annual Report on Form 10-K for the year ended December 31, 2018, its
Proxy Statement on Schedule 14A, dated March 16, 2018, and certain of
its Current Reports on Form 8-K, which are filed with the SEC.
Information regarding TCF’s directors and executive officers is
contained in TCF’s Annual Report on Form 10-K for the year ended
December 31, 2018, its Proxy Statement on Schedule 14A, dated March 14,
2018, and certain of its Current Reports on Form 8-K, which are filed
with the SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the
transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as described in
the preceding paragraph.

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Contacts

Chemical Financial Corporation
Investor Relations:
Dennis
Klaeser, (248) 498-2848
investorinformation@ChemicalBank.com
or
Media:
Tom
Wennerberg, (248) 498-2872
Tom.Wennerberg@ChemicalBank.com

TCF Financial Corporation
Investor Relations:
Tim
Sedabres, (952) 745-2766
investor@tcfbank.com
or
Media:
Mark
Goldman, (952) 475-7050
news@tcfbank.com

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