Exhibit 4.1


 


Series A non-cumulative


Perpetual Preferred Stock


PAR VALUE $0.01


 


THIS CERTIFICATE IS
TRANSFERABLE IN


CANTON, MA AND NEW YORK, NY


 


	
  Certificate
  Number

  	
   

  	
  -[Number of Shares]-

  
	
   

  	
   

  	
  CUSIP 872277 30 6

  




 


SEE REVERSE FOR CERTAIN
DEFINITIONS


 


TCF FINANCIAL
CORPORATION


A Corporation Organized
Under the Laws of the State of Delaware


This certifies that SPECIMEN  is the owner of                               fully
paid and non-assessable shares of Series A non-cumulative perpetual preferred
Stock, par value $0.01 per share, liquidation preference of $25,000 per share,
of 


TCF FINANCIAL
CORPORATION


(the “Corporation”) transferable on the books of
the Corporation by the holder thereof in person or by its duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Amended and Restated Certificate of
Incorporation and the Bylaws of the Corporation and any amendments thereto. This
Certificate is not valid unless countersigned and registered by the Registrar.


 


IN WITNESS WHEREOF, this Corporation has caused
this Certificate to be executed on its behalf by its duly authorized officers.


 


 


 


	
   

  	
   

  	
  Dated __________, ____

  
	
   

  	
   

  	
   

  COUNTERSIGNED AND REGISTERED:

  
	
  Chief Executive
  Officer

  	
   

  	
  COMPUTERSHARE TRUST COMPANY, N.A.

  
	
   

  	
   

  	
  TRANSFER AGENT AND REGISTRAR,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
  Secretary

  	
   

  	
  AUTHORIZED
  SIGNATURE

  




 










 




 


IMPORTANT NOTICE


The Corporation will
furnish to any stockholder, on request, without charge and in writing, a full
statement of the powers, designations and any preferences, conversion and other
rights, restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of the stock of each
class which the Corporation has authority to issue and, if the Corporation is
authorized to issue any preferred or special class in series, (i) the
differences in the relative rights and preferences between the shares of each
series to the extent set, and (ii) the authority of the Board of Directors to
set such rights and preferences of subsequent series. The foregoing summary
does not purport to be complete and is subject to and qualified in its entirety
by references to the Amended and Restated Certificate of Incorporation of the
Corporation, as amended from time to time, a copy of which will be sent without
charge to each stockholder who so requests. Such request must be made to the
Corporate Secretary of the Corporation at its principal office or to the
Registrar.


 


KEEP THIS
CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF
A REPLACEMENT CERTIFICATE.


 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


TEN
COM - as tenants in common 


TEN
ENT - as tenants by the entireties 


JT
TEN - as joint tenants with right of survivorship and not as tenants in common


UNIF GIFT MIN ACT
-_________ Custodian ___________ under Uniform Gifts to Minors Act _________


                                           
(Cust)                           
(Minor)                                                                   (State)


UNIF TRF MIN ACT -
________Custodian (until age___) _________ under Uniform Transfers to Minors
Act ________


                                       
   (Cust)                                              
(Minor)                                                                       (State)     



 


Additional
abbreviations may also be used though not in the above list.


 


For value received,
_______________ hereby sell, assign and transfer unto 


 


Please
insert social security or other 


identifying
number of assignee


	
   

  	
   

  




(Please Print or Typewrite Name and Address Including
Zip Code, of Assignee) 


 


____________________shares
represented by this Certificate and do hereby irrevocably constitute and
appoint ________________________________­­_____________ Attorney to transfer
the said shares on the books of the Corporation, with full power of substitution
in the premises. 


 


Dated:
_______________, 20___


 


Signature:__________________


 


Signature:__________________


Notice: The signature to this assignment
most correspond with the name as written upon the face of the certificate, in
every particular, without alteration or enlargement or any change whatever.


 


	
  Signature(s)
  Guaranteed: Medallion Guarantee Stamp

  THE SIGNATURE(S)
  SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks,

  Stockbrokers,
  Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN
  APPROVED

  SIGNATURE
  GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

   

  




 







 




The IRS requires that we report the cost basis of certain shares
acquired after January 1, 2011. If your shares were covered by the legislation
and you have sold or transferred the shares and requested a specific cost basis
calculation method, we have processed as requested. If you did not specify a
cost basis calculation method, we have defaulted to the first in, first out
(FIFO) method. Please visit our website or consult your tax advisor if you need
additional information about cost basis.


 


If you do not keep
in contact with us or do not have any activity in your account for the time
periods specified by state law, your property could become subject to state
unclaimed property laws and transferred to the appropriate state.