Exhibit 4.3


 


TCF FINANCIAL CORPORATION


 


10.75% Junior Subordinated Note, Series I


 


No. N-1


 


$100,010,000


 


TCF
FINANCIAL CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (hereinafter called the “Company,” which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Wilmington Trust Company, as Property
Trustee of TCF Capital I, a statutory trust formed under the laws of the State
of Delaware, or registered assigns, the principal sum of one hundred million,
ten thousand dollars ($100,010,000 ) on August 15, 2068 (the “Maturity
Date”).  If the Maturity Date falls
on a day that is not a Business Day (as hereinafter defined), the Maturity Date
shall be the following Business Day.  The Company further promises to pay interest
on said principal sum from August 19, 2008 or from the most recent
Interest Payment Date for which interest has been paid or duly provided for.  This Security shall bear interest from and
including August 19, 2008 to but excluding the Maturity Date or the date
of earlier redemption at the annual rate of 10.75%, payable quarterly in
arrears on February 15, May 15, August 15 and November 15
of each year, beginning on November 15, 2008 (each such
date, an “Interest Payment Date”). 
In the event that any Interest Payment Date would otherwise fall on a
day that is not a Business Day, the payment of interest shall be postponed to
the next day that is a Business Day and no interest shall accrue as a result of
that postponement.  Any installment of interest (or portion
thereof) deferred in accordance with the Supplemental Indenture or otherwise
unpaid on the relevant Interest Payment Date shall bear interest, to the extent
permitted by law, at the rate of interest then in effect on this Security, from
the relevant Interest Payment Date, compounded on each subsequent Interest
Payment Date, until paid in accordance with the Supplemental Indenture.


 


The
amount of interest payable on this Security for any interest period will be
computed on the basis of a 360-day year of twelve 30-day months.


 


A “Business
Day” shall mean any day other than (i) a Saturday or Sunday or other
day on which banking institutions in the city of New York are authorized or
required by law or executive order to remain closed or (ii) a day on which
the Corporate Trust Office of the Debenture Trustee is closed for business.


 


The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the 


 

















 


“Regular Record Date” for such interest
installment, which shall be (i) the Business Day next preceding such
Interest Payment Date if this Security is issued in the form of a Global
Security and the Capital Securities are issued in the form of a global
security, or (ii) the first day (whether or not a Business Day) of the month
in which such Interest Payment Date occurs if this Security is not issued in
the form of a Global Security and the Capital Securities are not issued in the
form of a global security, except that interest payable on the Maturity Date
shall be paid to the Person to whom principal is paid.  Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be mailed,
first-class, postage prepaid, to each Holder of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Securities of this series
may be listed or traded, and upon such notice as may be required by such
exchange or self-regulatory organization, all as more fully provided in said
Indenture.


 


The
Company shall have the right, at any time and from time to time prior to the
Maturity Date, to defer the payment of interest on this Security for one or
more consecutive Interest Periods that do not exceed 10 years; provided, however, that no Deferral Period (as hereinafter
defined) shall extend beyond the Maturity Date or the earlier repayment or
redemption in full of this Security.


 


If an
Event of Default has occurred and is continuing or the Company has given notice
of its election to defer interest payments but the Deferral Period has not yet
commenced or a Deferral Period is continuing or the Company is in default
regarding its payment of any obligation under the Guarantee (and, except as
provided in the Supplemental Indenture with respect to certain transactions, in
the case of any Deferral Period that does not terminate on or prior to the
first anniversary of the commencement of such Deferral Period), the Company
shall not, and shall not permit any Subsidiary to: (A) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s Capital Stock, (B) make
any payment of principal of, or interest or premium, if any, on, nor repay,
purchase or redeem any Parity Securities or other debt securities of the
Company that rank on parity with or junior upon the liquidation of the Company
to this Security, or (C) make any guarantee payments with respect to any
guarantee by the Company if such guarantee ranks junior to this Security.
Notwithstanding the foregoing, at any time, including during a Deferral Period,
the Company may: (a) make dividends or distributions payable in shares of
its Capital Stock or rights to acquire shares of its Capital Stock and any cash
payments in lieu of fractional shares issued in connection therewith; (b) make
payments under the Guarantee; (c) make any declaration of a dividend in
connection with the implementation of a shareholders’ rights plan, or redeem or
purchase any rights under any such plan; (d) purchase shares of its
Capital Stock related to (1) the issuance of Capital Stock or rights under
any benefit plans for directors, officers or employees of the Company; (2) the
issuance of Capital Stock or rights under a dividend reinvestment and stock
purchase plan; (3) the issuance of Capital Stock, or securities
convertible into or exercisable for Capital Stock, as consideration in an
acquisition transaction that was entered into before the beginning of the
Deferral Period; (4) secondary market activities by the Company’s
subsidiaries for the account of persons other than the 


 


A-2

















 


Company or its subsidiaries; (5) contractually
binding requirements to buy the Company’s Capital Stock entered into in the
ordinary course of business prior to the beginning of the related deferral
period, including under a contractually binding stock repurchase plan; (e) exchange
or convert (1) any class or series of the Company’s Capital Stock for any
other class or series of its Capital Stock or (2) any class or series of
the Company’s indebtedness for any class or series of its Capital Stock; (f) purchase
fractional interests in shares of the Company’s Capital Stock pursuant to
conversion or exchange provisions of such Capital Stock or the security being
converted or exchanged; or (g) make payments of current or deferred
interest in respect of Parity Securities that are made pro rata
in respect of the amounts due on such Parity Securities and this Security or in
accordance with clause (4) of Section 2.1(i) of the Supplemental
Indenture to the extent it applies.  Each
period beginning on the Interest Payment Date with respect to which the Company
elects to defer all or part of any interest payment and ending, subject to Section 2.1(o) of
the Supplemental Indenture, on the earlier of (i) the Interest Payment Date
falling on or about the tenth anniversary of such Interest Payment Date and (ii) the
next Interest Payment Date on which the Company has paid the deferred amount,
all deferred amounts with respect to any subsequent Deferral Period and all other
accrued and unpaid interest on this Security is referred to as a “Deferral
Period”.  At the end of any such Deferral
Period, the Company shall pay all interest then accrued and unpaid on this
Security (together with Additional Interest thereon, if any, to the extent
permitted by applicable law) to the Person in whose name this Security is
registered at the close of business on the Regular Record Date with respect to
the Interest Payment Date at the end of such Deferral Period.  Upon termination of any Deferral Period and
upon the payment of all deferred interest and any Additional Interest then due
on any Interest Payment Date, the Company may elect to begin a new Deferral
Period.  The Company may elect to pay current
interest on any Interest Payment Date during any Deferral Period to the extent
permitted, and shall pay deferred interest (including Additional Interest
thereon) pursuant to the Alternative Payment Mechanism to the extent required,
by the Supplemental Indenture.


 


The
Company shall give written notice of its election to begin or extend any Deferral
Period (i) if the Property Trustee is not the sole holder or a holder of
the Securities, to the Holders of the Securities and the Trustee at least one
Business Day prior to the next succeeding Interest Payment Date or (ii) if
the Property Trustee is the sole holder of the Securities, to the Property
Trustee and the Trustee at least one Business Day prior to the earlier of (a) the
next Distribution Date or (b) the date the Administrative Trustees are
required to give notice to any securities exchange or other applicable
self-regulatory organization or to holders of such Capital Securities of the Record
Date or the date such Distributions are payable, but in any event not less than
one Business Day prior to such record date.


 


Payment
of principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
United States, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated in
writing at least 15 days before the relevant Interest Payment Date by the
Person entitled thereto as specified in the Securities Register.


 


A-3

















 


The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his behalf to take such actions as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes.  Each Holder hereof, by his acceptance hereof,
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.


 


Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


 


A-4

















 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.


 


 


	
   

  	
  TCF
  FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  James S. Broucek

  
	
   

  	
   

  	
  Name:
  James S. Broucek

  
	
   

  	
   

  	
  Title:
  Senior Vice President and

  
	
   

  	
   

  	
  Treasurer

  



 


 


	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
        /s/
  Gregory J. Pulles

  	
   

  
	
  Gregory
  J. Pulles, Vice Chairman, General 

  	
   

  
	
  Counsel
  and Secretary

  	
   

  



 


 


Dated:  August 19, 2008


 

















 


This is one of the
Securities referred to in the mentioned Indenture.


 


 


	
   

  	
  WILMINGTON
  TRUST COMPANY,  

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Michael H. Wass

  
	
   

  	
   

  	
  Name:  Michael
  H. Wass

  
	
   

  	
   

  	
  Title:   
  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:  August 19, 2008

  	
   

  	
   

  



 

















 


REVERSE OF SECURITY


 


This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of August 19, 2008, as supplemented by the
supplemental indenture thereto, dated as of August 19, 2008 (herein called
the “Indenture”, and such supplemental indenture dated as of August 19,
2008, herein called the “Supplemental Indenture”), between the Company
and Wilmington Trust Company, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be, authenticated
and delivered.  This Security is one of
the series designated on the face hereof, which series is unlimited in
aggregate principal amount.


 


All
terms used in this Security that are defined in the Supplemental Indenture, in
the Indenture or in the Amended and Restated Trust Agreement, dated as of August 19,
2008 (the “Trust Agreement”), for TCF Capital I, among TCF Financial
Corporation, as Depositor, and the Trustees named therein, shall have the
meanings assigned to them in the Supplemental Indenture, the Indenture or the
Trust Agreement, as the case may be.


 


The
Company may, at its option and subject to the terms and conditions of the
Supplemental Indenture and Article IV of the Indenture, redeem this
Security, subject to the approval of the Federal Reserve:


 


·      in whole or in part at any time on or
after August 15, 2013 at a redemption price equal to 100% of the principal
amount of this Security plus accrued and unpaid interest to the Redemption Date;


 


·      in whole but not in part, any time prior to
August 15, 2013 at a redemption price equal to 100% of the principal
amount of the Securities being redeemed plus accrued and unpaid interest to the
Redemption Date, within 90 days after the occurrence of a Capital Treatment
Event or Tax Event; and


 


·             in whole but not in part, any time
prior to August 15, 2013, within 90 days after the occurrence of a Rating
Agency at a redemption price equal to the greater of (x) 100% of the
principal amount of the Securities being redeemed and (y) the applicable
Make-Whole Amount, in each case plus any accrued and unpaid interest to the
Redemption Date.


 


In the
event of redemption or repayment of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.


 


The
Indenture contains provisions for satisfaction and discharge of the entire
indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.


 

















 


The
Indenture permits, with certain exceptions as therein provided, the Company and
the Trustee at any time to enter into a supplemental indenture or indentures
for the purpose of modifying in any manner the rights and obligations of the
Company and of the Holders of the Securities, with the consent of the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture.  The Indenture also contains provisions permitting
Holders of a majority in aggregate principal amount of the securities of each
series issued under the Indenture at the time Outstanding, on behalf of the
Holders of all securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and any past defaults in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest on any of the securities of such series.  Any such consent or waiver by the registered Holders
of this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, if an Event of Default arising from
a default in the payment of interest (including Additional Interest) in full
for a period of 30 days after the conclusion of a 10-year period following the
commencement of any Deferral Period with respect to the Securities at the time
Outstanding occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities may declare the
principal amount, and accrued interest (including Additional Interest), of all
the Securities of this series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that if, upon such an Event of Default, the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities fail to declare the principal amount of all the Securities to be
immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the Capital Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee.  Upon any such declaration such principal
amount (or specified portion thereof) of and the accrued interest (including
any Additional Interest) on all the Securities shall become immediately due and
payable.  If an Event of Default arising
from a Bankruptcy Event or insolvency or reorganization involving the Company
occurs, the principal amount of and the accrued interest on the Securities will
automatically, and without any declaration or other action on the part of the Trustee
or any Holder, become immediately due and payable.  In any case, the payment of principal and interest
(including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIV of the Indenture.


 


Each
Holder, by such Holder’s acceptance hereof, agrees that if a Bankruptcy Event
shall occur prior to the redemption or repayment of this Security, such Holder
shall have no claim for, and thus no right to receive, any interest optionally
deferred pursuant to the Supplemental Indenture and unpaid (including
Additional Interest thereon) that has not been settled through the application
of the Alternative Payment Mechanism set forth in the Supplemental Indenture to
the extent the amount of such interest exceeds the sum of (x) interest
that relates to the earliest two years of the portion of the Deferral Period
for which interest has not been paid and (y) an amount equal to the pro rata share of the excess, if any, of the Preferred Stock
Issuance Cap over the aggregate amount of net proceeds from the sale of
Qualifying Preferred Stock and any


 

















 


still-outstanding Mandatory Convertible Preferred
Stock that the Company has applied to pay such deferred interest on the
Securities of this series pursuant to the Alternative Payment Mechanism; provided that the Holder of this Security agree that, to the
extent the claim for deferred interest exceeds the amount set forth in clause
(x), the amount the Holder of this Security will receive in respect of such
excess shall not exceed the amount such Holder would have received had the
claim for such excess ranked pari passu with
the interest of the holders, if any, of Qualifying Preferred Stock.


 


No
reference herein to the Indenture or the Supplemental Indenture and no
provision of this Security or of the Indenture or the Supplemental Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Securities Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company maintained under Section 5.02 of the Indenture duly
endorsed by, or accompanied by written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.  No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


The
Securities of this series are issuable only in registered form without coupons
in denominations of $25 and any integral multiple thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.


 


The
Company and, by its acceptance of this Security or a beneficial interest
therein, the Holder of, and any Person that acquires beneficial interest in,
this Security agree that, for United States federal, state and local tax
purposes, it is intended that this Security constitute indebtedness.


 


THE
INDENTURE, THE SUPPLEMENTAL INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.