Exhibit
4.1


 


RESTRICTIONS
SEE REVERSE SIDE


 


INCORPORATED
UNDER THE LAWS OF

THE STATE OF DELAWARE


 


	
  [A-    ]

  	
   

  	
  —[Number
  of Shares]—

  



 


TCF FINANCIAL CORPORATION


 


Authorized
Number of Shares:


361,172 Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, $.01 Par Value


 


This
Certifies that        SPECIMEN       is the owner and registered
holder of       [                  ] ([                             ])       Shares of


 


TCF Financial Corporation Fixed Rate Cumulative
Perpetual Preferred Stock, Series A, $.01 Par Value


 


transferable
only on the books of the corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.


 




	
   

  	
   

  	
  IN
  WITNESS WHEREOF, the said corporation has caused this certificate to be
  signed by its duly authorized officers as of the       
  day of                                 ,
              .

  
	
  NO

  	
   

  	
   

  	
   

  	
   

  
	
  CORPORATE

  	
   

  	
   

  	
   

  	
   

  
	
  SEAL

  	
   

  	
  Vice Chairman, General Counsel
  Secretary

  	
   

  	
  Senior Vice President and
  Treasurer

  






 


 

















 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 
EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  ANY TRANSFEREE OF THE SECURITIES REPRESENTED
BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES
THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED
BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO
THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


For Value Received                                 hereby sell,
assign and transfer unto                                                                                 Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint


                                                                                                                                                                                                         Attorney to
transfer the said shares on the Books of the within named Corporation with full
Power of substitution in the premises.


 


Dated                              ,
20         


 


IN
PRESENCE OF                                                                                                                                                                                        


 


NOTICE: THE SIGNATURE TO
THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER