Exhibit 4.5


 


THIS CAPITAL SECURITY IS A GLOBAL CERTIFICATE WITHIN
THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE
DEPOSITARY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO
TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL
SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO TCF CAPITAL I OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


	
  Certificate No.: 

  C-1

  	
   

  	
  Number of Capital Securities:
  4,000,000

  



 


Aggregate
Liquidation Amount of Capital Securities: $100,000,000


 


CUSIP No. 872273206


 


Certificate
Evidencing Capital Securities


 


of


 


TCF
Capital I


 


10.75% Capital Securities, Series I


 


(Liquidation Amount $25 per
Capital Security)


 


TCF Capital I, a statutory trust created under the
laws of the State of Delaware (the “Trust”), hereby certifies that Cede &
Co. (the “Holder”) is the registered owner of preferred 


 

















 


securities in the aggregate liquidation amount of $100,000,000
of the Trust representing an undivided beneficial ownership interest in the
assets of the Trust and designated the TCF Capital I 10.75% Capital Securities,
Series I (liquidation amount $25 per Capital Security) (the “Capital
Securities”). The Capital Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer as provided in Section 5.4
of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities are set forth in, and this certificate and the Capital
Securities represented hereby are issued and shall in all respects be subject
to, the terms and provisions of, the Amended and Restated Trust Agreement of
the Trust, dated as of August 19, 2008, as the same may be amended from
time to time (the “Trust Agreement”), including the designation of the terms of
Capital Securities as set forth therein. 
The Holder is entitled to the benefits of the Guarantee Agreement
entered into by TCF Financial Corporation, a Delaware corporation (“TCF”), and
Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust
Company”), as guarantee trustee, dated as of August 19, 2008, as amended
from time to time (the “Guarantee”), to the extent provided therein. The Trust
will furnish a copy of the Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.


 


Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder and by acceptance hereof agrees to the
provisions of (i) the Guarantee and (ii) the Indenture entered into
by TCF and Wilmington Trust Company, as trustee, dated as of August 19, 2008
as amended or supplemented from time to time.


 


This
certificate shall be governed by and construed in accordance with the laws of
the State of Delaware.


 


[Balance of page left
intentionally blank]


 

















 


IN
WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed
this certificate.


 


 


	
   

  	
  TCF CAPITAL I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James S. Broucek

  
	
   

  	
  Name: James S. Broucek

  
	
   

  	
  Title: Administrative Trustee

  



 


 


This is one of the
Securities referred to in the within mentioned Trust Agreement.


 

















 


	
  Date of Authentication:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  August 19, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WILMINGTON TRUST COMPANY,

  	
   

  
	
   as Property
  Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael H. Wass

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:
  Michael H. Wass

  	
   

  
	
  Title:
   Financial Services Officer

  	
   

  



 

















 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned assigns and transfers this Capital Security to:


 


(Insert assignee’s social
security or tax identification number)


 


(Insert address and zip
code of assignee)


 


and irrevocably appoints


 


agent to transfer this Capital Securities Certificate
on the books of the Trust. The agent may substitute another to act for him or
her.


 


Date:


 


Signature:


 


(Sign exactly as your name appears on the other side
of this Capital Security Certificate)


 


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-15.1