EXHIBIT
10.8


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


CHEMICAL FINANCIAL CORPORATION


 


DEFERRED COMPENSATION PLAN


 


As Amended Through August 31, 2016 


 


 


 


 


 


 






    	 		 



     


    

Table of Contents


 




	SECTION 1 - Declaration	1
	1.1   Establishment of Plan.	1
	1.2   Effective Date.	1
	SECTION 2 - Definitions	1
	2.1   Defined Terms.	1
	2.2   Administrator.	2
	2.3   Agent for Service of Process.	2
	2.4   Beneficiary.	2
	2.5   Change in Control	3
	2.6   Compensation.	3
	2.7   Disability.	3
	2.8   Employee.	4
	2.9   Employer.	4
	2.10   Participant.	4
	2.11   Persons Acting as a Group.	4
	2.12   Plan Year.	4
	2.13   Separation From Service.	4
	2.14   Specified Employee.	4
	2.15   Spouse.	5
	2.16   Surviving Spouse.	5
	2.17   Unforeseeable Emergency.	5
	SECTION 3 - Participation	5
	3.1   Designation as Participant.	5
	3.2   Termination of Participation.	5
	3.3   Participation Agreement.	5
	SECTION 4 – Elective Deferral Credits	5
	4.1   Payroll Deductions.	5
	4.2   Amount Allowed.	6
	4.3   Prior Irrevocable Election.	6
	SECTION 5 – Employer Funded Credit	6
	5.1   Accounting Records.	6
	5.2   Timing of Credits.	6
	5.3   Earnings Credits and Debits.	7
	SECTION 6 - Vesting	8
	SECTION 7 - Payment of Benefits	8
	7.1   Events of Payment.	8
	7.2   Form of Payment.	8
	7.3   Time of Payment.	9
	7.4   Death.	9
	SECTION 8 - General Provisions	10
	8.1   Amendment; Termination.	10
	8.2   Employment Relationship.	10
	8.3   Rights Not Assignable.	10
	8.4   Unsecured Obligation.	10
	8.5   Construction; Interpretation.	11
	




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	8.6   Governing Law.	11
	8.7   Unfunded Plan.	11
	EXHIBIT A – Participation Agreement	1
	EXHIBIT B – Deferred Compensation Trust	1



 






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CHEMICAL FINANCIAL CORPORATION


 


DEFERRED COMPENSATION PLAN


 


As Amended Through August 31, 2016


 


SECTION 1


 


Declaration


 


1.1       Establishment of Plan.


 


This is the Chemical Financial
Corporation Deferred Compensation Plan (“plan” or “this plan”), established by Chemical Financial Corporation
(the “Employer”), as a nonqualified plan for a select group of management personnel employed by Employer. This plan
is intended to be a plan described in Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”). This plan is a nonqualified supplemental retirement program that is not subject to limitations
in the Internal Revenue Code of 1986, as amended (“Code”), applicable to benefits provided through a qualified, tax-exempt
employee benefit plan established under Section 401(a) of the Code. This plan is intended to comply with Section 409A of the Code.


 


1.2       Effective Date.


 


The “Effective Date”
of this plan is September 8, 2006, unless a provision of this plan specifies a different effective date. Each plan provision applies
until the effective date of an amendment of that provision.


 


SECTION 2


 


Definitions


 


2.1       Defined Terms.


 


Defined terms are found
in the following locations:


 


	 	Term	Location
	 	 	 
	 	Administrator	2.2
	 	Agent for Service of Process	2.3
	 	Beneficiary	2.4
	 	Board of Directors	2.9
	 	Change in Control	2.5
	 	 	 
	 	Code	1.1
	 	Compensation	2.6
	 	Designation as Participant	3.1
	 	Disability	2.7
	 	Effective Date	1.2



 



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	 	Elective Deferral Credit	4.1
	 	Elective Deferral Credits Account	5.1
	 	Employee	2.8
	 	Employer	2.9
	 	ERISA	1.1
	 	 	 
	 	Identification Date	2.14
	 	Participant	2.10
	 	Participation Agreement	3.3
	 	Persons Acting as a Group	2.11
	 	Plan Year	2.12
	 	 	 
	 	Separation From Service	2.13
	 	Specified Employee	2.14
	 	Spouse	2.15
	 	Surviving Spouse	2.16
	 	Termination of Participation	3.2
	 	 	 
	 	Trust	5.3
	 	Unforeseeable Emergency	2.17


 


2.2       Administrator.


 


“Administrator”
means Employer.


 


2.3       Agent for Service of Process.


 


“Agent for Service
of Process” means the Administrator or the individual designated by the Administrator to accept service of process on behalf
of this plan.


 


2.4       Beneficiary.


 


“Beneficiary”
means the individual, trust, or other entity designated by the Participant to receive any benefits payable under this plan after
the Participant’s death. A Participant may designate or change a Beneficiary by filing a signed designation with the Administrator
in the form approved by the Administrator. The Participant’s Will is not effective for this purpose.


 


If a designation has not
been properly completed and filed with the Administrator or is ineffective for any other reason, the Beneficiary shall be the Participant’s
Surviving Spouse. If there is no effective designation and the Participant does not have a Surviving Spouse, the Beneficiary for
each date of distribution shall be the first of the following classes with a living member on the date of distribution:


 


(a)       Children. The Participant’s
children, including those by adoption, dividing the distribution equally among the Participant’s children with the living
descendants of any deceased child taking their parent’s share by right of representation;


 


(b)       Parents. The Participant’s
parents, dividing the distribution equally if both parents are living; and


 


(c)       Siblings. The Participant’s
brothers and sisters, dividing the distribution equally among the Participant’s living brothers and sisters.


 






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If a deceased Participant has no surviving
Beneficiary, the remaining balance, if any, will be paid to the Participant’s estate. For purposes of this plan, “by
right of representation” among a Participant’s descendants shall mean that the plan benefits shall be divided into
as many equal shares as the Participant has (1) then living descendants in the nearest degree of kinship to the Participant and
(2) deceased descendants in the same degree who left descendants who survived the Participant, if any. Each then living descendant
in the nearest degree of kinship is allocated one share. The share of each deceased person in the same degree is divided among
his or her descendants in the same manner. A posthumous child is considered as living at the death of the child’s parent.


 


2.5       Change in Control.


 


A “Change in Control”
occurs upon:


 


(a)       50% Stock. The acquisition,
by a person or Persons Acting as a Group, of stock of Chemical Financial Corporation that together with stock held by such person
or group constitutes more than 50% of the total fair market value or total voting power of the stock of Chemical Financial Corporation;


 


(b)       Board of Directors. The majority
of members of the Board of Directors of Chemical Financial Corporation being replaced during any twelve month period by directors
whose appointment or election is not endorsed by a majority of the members of the Board of Directors of Chemical Financial Corporation
prior to the date of appointment or election; or


 


(c)       Assets. The acquisition,
by a person or Persons Acting as a Group, of Employer’s assets that have a total gross fair market value exceeding fifty
percent (50%) of the total gross fair market value of Employer’s assets in a single transaction or within a twelve month
period ending with the most recent acquisition. For the purpose of this section, gross fair market value means the value of the
assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated
with such assets.


 


2.6       Compensation.


 


“Compensation”
includes Base Compensation and Bonus Compensation. “Base Compensation” means an Employee’s cash compensation
for the Plan Year plus any deferrals under Code Sections 125 and 401(k) and any individual deferral under this plan or any other
plan of the Employer, but excluding severance pay and any Bonus Compensation. “Bonus Compensation” means compensation
under the Employer’s annual executive incentive plan, but excluding any other bonus compensation. 


 


2.7       Disability.


 


“Disability”
means that a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months:


 


(a)       Activity. Unable to engage
in any substantial gainful activity; or


 


(b)       Benefits. Receiving income
replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Employer.


 






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2.8       Employee.


 


“Employee”
means an individual employed by the Employer who receives compensation for personal services performed for the Employer that is
subject to withholding for federal income tax purposes.


 


2.9       Employer.


 


“Employer”
means Chemical Financial Corporation and its subsidiaries. Actions on behalf of the Employer shall be taken by the Chemical Financial
Corporation Board of Directors (“Employer’s Board of Directors” or “Board of Directors”).


 


2.10       Participant.


 


“Participant”
means a management or highly compensated Employee who has been designated by the Board of Directors of the Employer as eligible
to participate in this plan and whose participation has not terminated.


 


2.11       Persons Acting as a Group.


 


“Persons Acting as
a Group” means more than one person acting as a group as defined in regulations under Section 409A of the Code. For this
purpose, persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation
at the same time or as a result of the same public offering, or purchase assets of the same corporation at the same time. However,
persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock or assets, or similar business transaction with the corporation. If a person, including an entity
or entity shareholder, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock
or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation
only to the extent of the ownership in that corporation prior to the transaction giving rise to the change and not with respect
to the ownership interest in the other corporation.


 


2.12       Plan Year.


 


“Plan Year”
means the 12-month period beginning each January 1.


 


2.13       Separation From Service.


 


“Separation From
Service” has the meaning provided under Treasury Regulation § 1.409A-1(h), including the presumptions provided in that
section. Generally, a Separation From Service will occur when the Participant retires or otherwise has a termination of employment
with the Employer for any reason other than death and after retirement or termination of employment provides no more than 20% of
the average level of services provided during the thirty-six month period preceding the retirement or termination of employment.


 


2.14       Specified Employee.


 


“Specified Employee”
means an employee who, at any time during the 12-month period ending on December 31 of each year (the “Identification Date”),
is: (1) an officer of the employer with annual compensation greater than $150,000 in 2008 (as adjusted for future years), (2) a
5-percent owner of the Employer, or (3) a 1-percent owner of the Employer with annual compensation greater than $150,000. Such
an employee is a Specified Employee for the 12-month period beginning the first April 1 following the Identification Date and ending
on March 31 of the following year.






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2.15       Spouse.


 


“Spouse” means
the Participant’s husband or wife on the date the benefit is scheduled to be paid or payment is scheduled to begin. The legal
existence of the spousal relationship shall be governed by the law of the state or other jurisdiction of domicile of the Participant.


 


2.16       Surviving Spouse.


 


“Surviving Spouse”
means the Spouse of the Participant at the time of the Participant’s death who survives the Participant. If the Participant
and Spouse die under circumstances that prevent ascertainment of the order of their deaths, it shall be presumed for this plan
that the Participant survived the Spouse.


 


2.17       Unforeseeable Emergency.


 


“Unforeseeable Emergency”
means a severe financial hardship of the Participant resulting from (1) an illness or accident of the Participant, the Participant’s
Beneficiary, or the Participant’s or Beneficiary’s dependent, (2) a casualty loss of the Participant’s or Beneficiary’s
property or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s
or Beneficiary’s control. The Chief Executive Officer of Chemical Financial Corporation will determine whether the Participant
or Beneficiary has suffered an Unforeseeable Emergency based on all the facts and circumstances, and that decision shall be final
and binding on all parties to this plan.


 


SECTION 3


 


Participation


 


3.1       Designation as Participant.


 


Only management and highly
compensated Employees shall be eligible to become Participants under this plan. Employer’s Board of Directors shall designate
those eligible Employees who shall become Participants from time to time and shall specify the effective date of participation
for each Participant.


 


3.2       Termination of Participation.


 


A Participant’s status
as a Participant shall continue until the earlier of termination of employment or termination of the Participant’s status
as a Participant by Employer’s Board of Directors. A former Participant may resume participation in the plan only upon redesignation
as a Participant.


 


3.3       Participation Agreement.


 


As a condition of participation
in the plan, Participant will enter into a “Participation Agreement” with the Employer in the form attached as Exhibit
A.


 


SECTION 4


 


Elective Deferral Credits


 


4.1       Payroll Deductions.


 


Subject to the limitations
below, a Participant may elect to reduce the Participant’s Compensation for a Plan Year through payroll deductions that reduce
the Participant’s salary (but not severance pay). A Participant may make separate payroll deduction elections for Base Compensation
and Bonus 



    	 	- 5 -	 



     


    

Compensation. The amount shall be in a whole percentage or a fixed dollar amount. Each payroll deduction will result
in the credit of a corresponding dollar amount to be paid under this plan as deferred compensation for the Participant (“Elective
Deferral Credit”).


 


4.2       Amount Allowed.


 


A Participant may elect
to defer a fixed amount of Compensation to this plan, plus an additional variable amount equal to the maximum deferral amount permissible
under an Employer-sponsored plan that is qualified under the Code and in which the Participant participates without regard to any
limitations imposed by the Code except Section 402(g), less any amount the Participant actually deferred under that qualified plan.
The fixed amount of Compensation may not exceed 85% of the Participant’s Compensation for the Plan Year less the maximum
deferral amount permissible under an Employer-sponsored plan for the Plan Year, as described in the preceding sentence. For the avoidance of doubt, the 85% limit shall be applied separately to deferral elections from Base Compensation
and Bonus Compensation.


 


4.3       Prior Irrevocable Election.


 


The election to defer Compensation
under this plan shall be made by the Participant on a form provided for that purpose prior to the beginning of a Plan Year and
shall become irrevocable for each Plan Year thereafter as of the beginning of the Plan Year. The deferral election shall continue
in effect for each Plan Year until revoked or modified for a subsequent Plan Year. A new Participant may make an initial, irrevocable
election of payroll deductions during the first 30 days of eligibility to participate applicable only to Compensation earned after
the date of the election. If a new Participant does not make an election during this 30-day period, the Participant may not make
an election for the initial year of participation. An election of payroll deductions for a Plan Year shall be discontinued on the
date the Participant’s employment terminates. The Participant shall have no claim or right to payment of the amounts deferred
by payroll deductions and shall be limited solely to the rights and benefits conferred under the terms of this plan. In no event
shall an election to defer Compensation become effective sooner than the beginning of the next payroll period following the date
of the written, irrevocable election. An election to defer Bonus Compensation under this plan shall be made by a Participant on
a form provided for that purpose prior to the beginning of the period of service for which the bonus is earned and shall be irrevocable
as of the beginning of the period of service.


 


SECTION 5 


 


Accounting; Earnings Credits


 


5.1       Accounting Records.


 


The Administrator shall
maintain separate accounting records for each Participant for the Participant’s Elective Deferral Credits under Section 4.
The separate account shall be the Participant’s “Elective Deferral Credits Account.” In addition, the Administrator
shall maintain separate subaccounts for each Participant for purposes of Elective Deferral Credits made before and after the Effective
Time of the merger of Chemical Financial Corporation and Talmer Bancorp, Inc. (the “Merger”). The subaccount for pre-Merger
Elective Deferral Credits shall be the Participant’s “Pre-Merger Elective Deferral Credits Account” and the subaccount
for post-Merger Elective Deferral Credits shall be the Participant’s “Post-Merger Elective Deferral Credits Account”.


 


5.2       Timing of Credits.


 


Elective Deferral Credits
shall be credited to the Participant’s Elective Deferral Credits Account as of the end of the month that includes the payroll
dates on which the corresponding amounts were deducted from the Participant’s Compensation.


 






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5.3       Earnings Credits and Debits.


 


Each Participant’s
accounts will be credited with earnings credits (or debits) as follows:


 


(a)       Trust. The Employer may establish
a trust or use any trust currently established by the Employer that meets the requirements of this Section 5.3(a) (the “Trust”)
for the purpose of providing for the payment of deferred compensation under this plan. To the extent allowed by law, a Participant’s
credits, as reflected in the Participant’s account, will be deposited into the Trust as soon as administratively feasible
after the Participant’s credits are credited to the Participant’s account. The Trust, and any assets held in the Trust
to assist the Employer in meeting its obligations under this plan, will conform to the terms of the trust attached as Appendix
B. Notwithstanding the Trust, it is the intention of the Employer that this plan is unfunded for tax purposes and for purposes
of ERISA.


 


Notwithstanding the general
rules of the previous paragraph, the Employer's ability to establish and make payments to the Trust (but not the Employer’s
obligation to make payment to a Participant when called for by this plan) is subject to the following:


 


(1)       Covered Employees. The Trust
will not be established, maintained or funded for a Covered Employee during a Restricted Period.


 


(i)       Covered Employee Defined.
A Covered Employee is the Chief Executive Officer of the Employer or any member of a controlled group that includes the Employer
(or any individual acting in that capacity) during the taxable year, the four highest compensated officers of the Employer for
the taxable year (in addition to the Chief Executive Officer), any other individuals subject to Section 16(a) of the Securities
Exchange Act of 1934 for the taxable year, and any former employee of the Employer or any member of a controlled group that includes
the Employer who was a Covered Employee at the time of termination of employment with the Employer or that controlled group member.


 


(ii)       Restricted Period Defined.
“Restricted Period” means: (1) any period during which a single employer defined benefit plan sponsored by the Employer
is in at risk status, as defined by Section 430(i) of the Code; (2) any period during which the Employer is in bankruptcy; and
(3) the twelve (12) month period beginning on the date which is six (6) months before the termination date of a single employer
defined benefit plan sponsored by the Employer, if, as of the termination date, that plan is not sufficient for benefit liabilities
as determined under Section 4041 of the Employee Retirement Income Security Act of 1974, as amended.


 


(2)       Offshore Trust. The Trust
may not be located outside the United States unless substantially all of the services to which the payments under this plan relates
are performed in such jurisdiction.


 


(3)       Employer's Financial Health.
The Trust may not be established or funded in connection with a change in the Employer’s financial health.


 


(b)       Investment. A Participant
may designate investments for the Participant’s accounts. The Employer shall purchase such investments and will credit or
debit the Participant’s account with the actual earnings or losses on the investments. A Participant may change the designated
investments at such times as mutually agreed by the parties. Earnings credits and losses shall continue to accrue after a Participant’s
employment has terminated and until all amounts due have been paid in full.


 






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SECTION 6


 


Vesting


 


A Participant shall be
100% vested with respect to all amounts in the Participant’s Elective Deferral Credits Account.


 


SECTION 7


 


Payment of Benefits


 


7.1       Events of Payment.


 


The Participant’s
Pre-Merger Elective Deferral Credits Account is distributable during January of the calendar year following the calendar year during
which the Effective Time of the Merger occurs. The Participant’s Post-Merger Elective Deferral Credits Account is distributable
during January of the calendar year following the calendar year during which the Participant’s Separation From Service, a
Change in Control (subsequent to the Merger), or the Participant’s death or Disability occurs. In addition:


 


(a)       Unforeseeable
Emergency. The Participant may request and the Administrator may make a distribution from the Participant’s vested accounts
of an amount reasonably necessary to pay for the Unforeseeable Emergency (including any amount necessary to pay applicable taxes
or penalties arising from the distribution). In no case shall a distribution be made for an Unforeseeable Emergency to the extent
that the emergency may be relieved through alternate means, such as insurance, liquidation of assets (to the extent the liquidation
would not cause financial hardship), or by ceasing deferrals under this plan.


 


(b)       Specified Time.
The Participant may elect a specific time of payment in the Participation Agreement.


 


7.2       Form of Payment.


 


(a)       Participant Election. Payment
may be made in a lump sum or in 5 or 10 annual installments for each payment event (other than for payment upon an Unforeseeable
Emergency, which may only be made in a lump sum), as the Participant elects in the Participation Agreement and each Annual Deferral
Election Form. If the Participant fails to make an election in the Participation Agreement or Annual Deferral Election Form, then
payment of the Elective Deferral Credits that would otherwise have been governed by the Participation Agreement or Annual Deferral
Election Form shall be made in a lump sum. Except in that case, the Participant and any Beneficiary shall have no power or authority
to require a different form of payment than the Participant elects in the Participation Agreement or Annual Deferral Election Form.
For benefits the Participant elects to be paid in installments, the series of installments shall be treated as a series of separate
payments.


 


(b)       Calculation of Installments.
The amount of each payment shall be determined by dividing the vested balance of the Participant’s account as of the December
31 preceding the payment date for the first installment, and as of the anniversary of that date for subsequent installments, by
the number of installment payments remaining to be made.


 


(c)       Withholding. Employer has
the right to withhold and deduct from a Participant’s payments, or make arrangements for the collection of, all amounts deemed
necessary to satisfy federal, state and local withholding and employment-related tax requirements attributable to a Participant’s
payments pursuant to this plan.


 






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7.3       Time of Payment.


 


The Participant and Beneficiary
shall have no power or authority to require different timing of payment than the timing provided in Section 7.2, except as provided
in 7.3(b).


 


(a)       Specified Employee.
Notwithstanding any other timing provision in this Section 7, if, at the time the payments would commence, Participant is a Specified
Employee, no payment due upon Participant’s Separation From Service may be made before the date that is six months after
Participant’s Separation From Service. Payments to which Participant would otherwise have been entitled during that six months
will be accumulated and paid on the first day of the seventh month following the Participant’s Separation From Service.


 


(b)       Subsequent Deferral.
A Participant may elect to defer a payment under this plan that is
scheduled to occur upon a Separation From Service, at a Specified Time, or a Change in Control for at least 5 years so long as
(i) the election is made at least 12 months prior to the scheduled payment date, (ii) for purposes of deferring amounts payable
upon Separation From Service, the Participant elected the same distribution method in all Annual Deferral Election forms for payment
upon Separation From Service, and (iii) the election is made in writing in a form acceptable to the Employer. For distributions
paid in installments, each installment is deemed a separate payment that a Participant may elect to defer on an installment by
installment basis.


 


(c)       No Acceleration.
The time and schedule of payment under this plan may not be accelerated.


 


(d)       Section
162(m) Delay. A payment that is due under this Plan may be delayed by the Employer to the extent the Employer, in its sole
discretion, reasonably anticipates that if the payment were made as scheduled, the Employer’s deduction with respect to such
payment would not be permitted under Section 162(m) of the Code. If the Employer determines that a payment is to be delayed under
this paragraph, the Employer must determine before the payment is delayed whether the delayed payment will be made either (i) during
the first calendar year in which the Employer reasonably anticipates that the deduction of such payment will not be barred by application
of Section 162(m) of the Code or (ii) during the period beginning with the date of the Participant’s Separation From Service
(or later if required by Section 7.3(a) for a Specified Employee) and ending on the later of the last day of the taxable year of
the Employer in which the Participant Separates From Service or the 15th day of the third month following the Participant’s
Separation From Service. The Employer may only elect to delay payment under this paragraph if all payments scheduled to the Participant
under all deferred compensation plans of the Employer that could be delayed under the application of Treasury Regulation §
1.409A-2(b)(7)(i) are delayed.


 


7.4       Death.


 


(a)       Beneficiary. If the Participant
dies after his termination of employment, but prior to payment of all amounts due under this plan, payment shall be made or shall
continue to be made to the Participant’s Beneficiary in the form the Participant elected in his or her Participation Agreement.


 


(b)       Limitation. Notwithstanding
any other provision in this plan or any related trust agreement, the Employer may withhold or direct the trustee to withhold any
benefits payable to a Beneficiary as a result of the death of a Participant or any other Beneficiary until it can be determined
whether a generation-skipping transfer tax, as defined in Chapter 13 of the Code, or any substitute provision therefore, is payable
by the Employer or the trustee and the amount of generation-skipping transfer tax, including interest, that is due. If such tax
is payable, the benefits otherwise payable hereunder shall be reduced by an amount equal to the generation-skipping transfer tax
and interest. Any benefits withheld shall be payable as soon as there is a final determination of the applicable generation-



    	 	- 9 -	 



     


    

skipping
transfer tax and interest. No interest shall be payable to any Beneficiary for the period from the date of death to the time when
the amount of benefits payable to a Beneficiary can be fully determined pursuant to this paragraph.


 


SECTION 8


 


General Provisions


 


8.1       Amendment and Termination.


 


The Employer shall have
the right at any time to amend this plan prospectively or retroactively, or to terminate this plan, provided that an amendment
or termination may not reduce or revoke the accrued benefits of Participants as of the end of the Plan Year preceding the Plan
Year in which the amendment or termination is adopted.


 


Upon termination of this
plan, the accrued benefits of affected Participants shall become nonforfeitable. Each Participant’s vested accrued benefits
shall be distributed in accordance with the provisions of this plan.


 


8.2       Employment Relationship.


 


Nothing in this plan shall
be construed as creating a contract of employment between the Employer and any Participant or otherwise conferring upon any Participant
or other person a legal right to continuation of employment or any rights other than those specified in this plan. This plan shall
not limit or affect the right of the Employer to discharge or retire a Participant.


 


8.3       Rights Not Assignable.


 


Except for designation
of a Beneficiary, amounts promised under this plan shall not be subject to assignment, conveyance, transfer, anticipation, pledge,
alienation, sale, encumbrance, or charge, whether voluntary or involuntary, by the Participant or any Beneficiary of the Participant,
even if directed under a qualified domestic relations order or other divorce order. An interest in any amount promised shall not
provide collateral or security for a debt of a Participant or Beneficiary or be subject to garnishment, execution, assignment,
levy, or to another form of judicial or administrative process or to the claim of a creditor of a Participant or Beneficiary, through
legal process or otherwise. Any attempt to assign, convey, transfer, anticipate, pledge, alienate, sell, encumber, charge, or otherwise
dispose of benefits payable, before actual receipt of the benefits, or a right to receive benefits, shall be void and shall not
be recognized.


 


8.4       Unsecured Obligation.


 


The right to a benefit
under this plan constitutes merely the unsecured promise of Employer to pay benefits from Employer’ general assets. Nothing
contained in this plan, and no action taken pursuant to the provisions of this plan, shall create or be construed to create a trust
of any kind, a fund, or any fiduciary relationship between Employer and any Participant, Beneficiary, or any other person, except
as provided in Section 5.3(a). Any reserve or fund established by Employer in connection with this plan shall be and shall remain,
until paid to any Participant or Beneficiary, solely the property and rights of Employer, subject to the rights and claims of Employer’s
general creditors. No Participant, Beneficiary, or any other person other than Employer shall have any right, title, or interest
in or to such funds or other assets. Any right to a benefit under this plan shall be no greater than the claim of any other unsecured
general creditor of Employer.


 






    	 	- 10 -	 



     


    

8.5       Construction and Interpretation.


 


The singular includes the
plural, and the plural includes the singular, unless the context clearly indicates the contrary. Capitalized terms (except those
at the beginning of a sentence or part of a heading) have the meaning specified in this plan.


 


All questions or issues
regarding interpretation or application of the provisions of this plan, including, but not limited to, questions of eligibility
for benefits, the amount of benefits, and forfeiture, payment, or termination of benefits, will be resolved by the Administrator,
whose determination shall be final and binding.


 


8.6       Governing Law.


 


This plan shall be interpreted,
construed, enforced, and performed in accordance with applicable federal law and, to the extent not preempted by federal law, in
accordance with the laws of the state of Michigan.


 


8.7       Unfunded Plan.


 


This shall be an unfunded
plan within the meaning of ERISA. Benefits provided herein shall consist solely of aggregate unfunded credits which are the sum
of Elective Deferral Credits and earnings credits and shall constitute only an unsecured contractual promise to pay in accordance
with the terms of this plan by the Employer.


 






    	 	- 11 -	 



     


    

IN WITNESS WHEREOF, this
instrument is executed as an act of the Employer as of November 17, 2008.


 


	 	CHEMICAL FINANCIAL CORPORATION
	 	 
	 	 
	 	 
	 	By	/s/ David B. Ramaker
	 	 	 	 
	 	 	Its	Chairman, President & CEO



 


 


 


 


 






    	 	- 12 -	 



     


    

Exhibit A


 


CHEMICAL FINANCIAL CORPORATION


DEFERRED COMPENSATION PLAN


 


PARTICIPATION
AGREEMENT


 


THIS PARTICIPATION
AGREEMENT (“Agreement”) is entered into as of _____________________, 20____, between Chemical Financial Corporation
(the “Company”) and         (the “Participant”), setting forth
certain obligations of the Company, the Participant’s agreement to the terms of the Chemical Financial Corporation Deferred
Compensation Plan (the “Plan”), the Participant’s agreement to the covenants in this Agreement and the Participant’s
election of a distribution method for certain payment events authorized under the Plan. All capitalized terms not otherwise defined
here will have the same meaning as found in the Plan. 


 


The Participant understands
and agrees that:


 


1.       The Participant has the right to
elect to defer Compensation, as defined in the Plan.


 


2.       The Participant elects
payment as provided in the Plan as follows (note: these elections may not be changed at any time):


 


	
         

        (Select only one box in each column.)

         

	Specified

Time:

_________

(mm/dd/yyyy)	Change in

Control	Death	Disability	Unforeseeable

Emergency	Distribution

Method
	o	o	o	o	o	Lump Sum
	o	o	o	o	NA	5 Annual Installments
	o	o	o	o	NA	10 Annual Installments


 


3.       No payment shall be made other than
as elected above upon a Specified Time, Change in Control, Death, Disability or Unforeseeable Emergency, and if no distribution
method is selected above, distribution will be made as a lump sum. Election for payment upon Separation from Service may be made
annually in a separate Annual Deferral Election Form.


 


4.       The Plan provides for elective deferrals
only, and the Company will not make any Company contribution under the Plan.


 


5.       This Agreement and the Plan are subject
to amendment or termination at any time in the sole discretion of the Company’s Board of Directors. Amendment or termination
may result in cessation of accrual of any further benefits on behalf of the Participant, in accordance with Section 8.1 of the
Plan.


 






    	 	A-1	 



     


    

6.       Participant will
be an unsecured creditor of the Company with respect to any amounts contributed, and that some or all of the value of such contributions
may be available to creditors of the Company in the event of its insolvency.


 


7.       Nothing in this Agreement will be
construed as granting the Participant the right to be continued in the employment of the Company for any given period or upon any
specific terms of employment. The Company at any time may dismiss the Participant from employment free from any claim or liability
under this Agreement except for Participant’s vested accrued benefits under the plan.


 


8.       If a court of competent jurisdiction
determines that any provision of the Plan or this Agreement or any portion of a provision is void or unenforceable, only such provision
or portion will be rendered void or unenforceable. The remainder of this Agreement will continue in full force and effect.


 


9.       Any notice or election pursuant to
this Agreement will be made by personal delivery or sent by certified mail, return receipt requested, addressed, if to the Company,
to its business office or, if to the Participant, at the most recent address of the Participant on the records of the Company.
Either party may change the address for notices by written notice to the other party. The effective date of any notice will be
the date of delivery or the date of mailing as evidenced by the postmark.


 


10.       This Agreement will be interpreted,
construed, enforced, and performed in accordance with applicable federal law and, to the extent not preempted by federal law, in
accordance with the laws of the state of Michigan.


 


IN WITNESS WHEREOF, the
parties have signed this Agreement as of the date first written above.


 


	 	CHEMICAL FINANCIAL CORPORATION
	 	 
	 	 
	 	 
	 	By	 
	 	 	 
	 	 	Its	 


 


“Company”


 


 


	 	By	 


 


“Participant”


 






    	 	A-2	 



     


    

Exhibit B 


 


CHEMICAL FINANCIAL CORPORATION


DEFERRED COMPENSATION TRUST


 


On this   8th  
day of    September   , 2006, Chemical Financial Corporation (the Employer) and Chemical
Bank (the Trustee) create the Chemical Financial Corporation Deferred Compensation Trust (the Trust).


 


SECTION I


 


Establishment


 


1.1       Effective Date.


 


The Trust is generally
effective as of August 1, 2006 and was amended November 17, 2008.


 


1.2       Intent.


 


The Employer has adopted
the Chemical Financial Corporation Deferred Compensation Plan (the Plan) for the benefit of select management personnel employed
by each respective Employer. The Employer has incurred or expects to incur liability under the terms of the Plan with respect to
the individuals employed by it participating in the Plan. The Employer wishes to establish a trust and to contribute assets to
be held in it, subject to the claims of creditors of the Employer in the event of its Insolvency, as defined, or until paid to
Plan participants and their beneficiaries in the manner and at the times specified in the Plan.


 


(a)       Unfunded Plan.
The parties intend that the Trust constitute an unfunded arrangement that does not affect the status of the Plan as an unfunded
plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974.


 


(b)       Contributions.
The Employer also intends to make contributions to the Trust to provide a source of funds to assist it in meeting its liabilities
under the Plan.


 


(c)       Compliance with Section 409A.
The Employer's ability to establish and make payments to this Trust (but not the Employer’s obligation to make payment to
a Participant when called for by the Plan) is subject to the following:


 


(i)       Covered Employees. The Trust
will not be established, maintained or funded for a Covered Employee during a Restricted Period.


 


(A)       Covered Employee Defined.
A Covered Employee is the Chief Executive Officer of the Employer or any member of a controlled group that includes the Employer
(or any individual acting in that capacity) during the taxable year, the four highest compensated officers of the Employer for
the taxable year (in addition to the Chief Executive Officer), any other individuals subject to Section 16(a) of the Securities
Exchange Act of 1934 for the taxable year, and any former employee of the Employer or any member of a controlled group that includes
the Employer who was a Covered Employee at the time of termination of employment with the Employer or that controlled group member.






    	 	B-1	 



     


    

(B)       Restricted Period Defined.
“Restricted Period” means: (1) any period during which a single employer defined benefit plan sponsored by the Employer
is in at risk status, as defined by Section 430(i) of the Code; (2) any period during which the Employer is in bankruptcy; and
(3) the twelve (12) month period beginning on the date which is six (6) months before the termination date of a single employer
defined benefit plan sponsored by the Employer, if, as of the termination date, that plan is not sufficient for benefit liabilities
as determined under Section 4041 of the Employee Retirement Income Security Act of 1974, as amended.


 


(ii)       Offshore Trust. The Trust
may not be located outside the United States unless substantially all of the services to which the payments under this plan relates
are performed in such jurisdiction.


 


(iii)       Employer's Financial Health.
The Trust may not be established or funded in connection with a change in the Employer’s financial health.


 


1.3       Establishment of Trusts.


 


The Employer hereby deposits
with Trustee in trust an amount identified in Schedule A as the initial principal of its Trust to be held, administered and disposed
of by Trustee as provided in this Agreement.


 


(a)       Irrevocability.
The Trust is irrevocable as long as any amount is due under the Plan to any Plan participant.


 


(b)       Grantor Trust.
The Trust is intended to be a grantor trust, of which the Employer is the grantor within the meaning of subpart E, part I, subchapter
J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, except as explicitly provided in this Trust. The Trust
shall be construed accordingly.


 


(c)       Exclusive Use.
The principal of the Trust and any earnings shall be held separate and apart from other funds of the Employer and, except as explicitly
provided in this Trust, shall be used exclusively for the uses and purposes of Plan participants and general creditors of the Employer.
Except as provided in Sections II and III and Section 6.3(b), the Employer shall have no right or power to direct the Trustee to
return to that Employer or to divert to others any of the Trust assets held in the Trust before all payments of benefits attributable
to the Plan participants and beneficiaries have been made to those Plan participants and their beneficiaries pursuant to the terms
of the Plan.


 


(d)       No Claim.
Plan participants and their beneficiaries have no preferred claim on, or any beneficial ownership interest in, any assets of the
Trust. Any rights created under the Plan and this Trust are mere unsecured contractual rights of Plan participants and their beneficiaries
against the Employer. Any assets held by the Trust are subject to the claims of that Employer’s general creditors under federal
and state law in the event of Insolvency, as defined in Section 3.1(a), of the Employer.


 


(e)       Contributions.
The Employer, in its sole discretion, may at any time make additional deposits of cash or other property to the Trust in trust
with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Agreement. Except
with respect to the contributions described in Section 1.3(f) or 2.2(b), neither Trustee nor any Plan participant or beneficiary
may compel such additional deposits.


 






    	 	B-2	 



     


    

SECTION II


 


Payments


 


2.1       Payments to Plan Participants and
Beneficiaries.


 


The Employer shall, from
time to time, but not less often than annually, deliver to Trustee schedules (Payment Schedules) that indicate the amounts payable
in respect of one or more Plan participants (and his or her beneficiaries), or a formula and employee census or other instructions
acceptable to Trustee for determining the amounts payable, the form in which the amount is to be paid (as provided for or available
under the Plan), and the time of commencement for payment of the amounts. The Employer shall provide the Trustee with the current
governing Plan document.


 


(a)       Payments.
Except as otherwise provided, the Trustee shall make payments from the Trust to the Plan participants and their beneficiaries in
accordance with the Payment Schedules.


 


(b)       Withholding.
The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to
be withheld with respect to the payment of benefits pursuant to the terms of the Plan actually paid from the Trust account and
shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and
paid by the Employer.


 


(c)       Claims. Prior
to a Change in Control, the entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined
by the Employer or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed
under the procedures set out in the Plan. Following a Change in Control, the entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plan shall be determined by the Trustee. The Trustee shall rely on the appropriate Plan documents, the Payment
Schedule and other appropriate documents to make this decision.


 


2.2       Alternative.


 


The Employer may make payment
of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Employer shall
notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their
beneficiaries. Following a Change in Control, the Participant or his or her beneficiaries may contest the sufficiency of such payment
in a written statement to the Trustee. If the Trustee determines that such payments were insufficient, the Trustee shall make the
balance of such payments due directly from this Trust to the Participant or his or her beneficiaries.


 


(a)       Reimbursement.
Prior to a Change in Control, an Employer may direct the Trustee in writing to reimburse the Employer from the Trust for amounts
paid directly to participants or their beneficiaries by the Employer. To be effective, that direction to the Trustee must be made
within sixty (60) days of the payment by the Employer to the participant or beneficiary. The Trustee shall reimburse the Employer
for such payments only after receipt by Trustee of satisfactory evidence that the Employer has made such direct payment. Following
a Change in Control, such amounts shall be returned only after a determination by the Trustee that all remaining liabilities to
Participants and beneficiaries may be reasonably expected to be paid from the Trust and sufficient Trust assets are available to
meet these expected liabilities.


 






    	 	B-3	 



     


    

(b)       Insufficient.
If the principal of the Trust and any earnings of the Account are not sufficient to make payments of benefits in accordance with
the terms of the Plan, the Trustee shall make a demand for such difference. The Employer shall make such contribution to the Trust
or the Employer shall make the balance of each such payment as it falls due directly to the Participant or beneficiary. The Trustee
shall notify the Employer if the principal and earnings are not sufficient.


 


SECTION III


 


Insolvency


 


3.1       Trustee Responsibility Regarding
Payments to Trust Beneficiary When Employer is Insolvent.


 


The Trustee shall cease
payment of benefits to Plan participants and their beneficiaries attributable to an Employer if the Employer is Insolvent.


 


(a)       Insolvent.
The Employer shall be considered Insolvent for purposes of this Trust if the Employer:


 


(i)       Debts.
 Is unable to pay its debts as they become due, or


 


(ii)       Bankruptcy.
Is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.


 


(b)       Claims of Creditors.
At all times during the continuance of the Trust, as provided in Section 1.3(c), the principal and income of the Trust shall be
subject to claims of general creditors of the Employer under federal and state law as set forth below.


 


(i)       Duty
to Inform. The Board of Directors and the Chief Executive Officer of the Employer each have the duty to inform Trustee in writing
of the Employer’s Insolvency. If a person claiming to be a creditor of the Employer alleges in writing to Trustee that the
Employer has become Insolvent, the Trustee shall determine whether the Employer is Insolvent and, pending such determination, Trustee
shall discontinue regular direct payment of benefits to Plan participants or their beneficiaries.


 


(ii)       Knowledge.
Unless Trustee has actual knowledge of the Employer’s Insolvency, or has received notice of such Insolvency or notice from
a person claiming to be a creditor alleging that the Employer is Insolvent, Trustee has no duty to inquire whether the Employer
is Insolvent. Trustee may in all events rely on such evidence concerning the Employer’s solvency as may be furnished to Trustee
that provides Trustee with a reasonable basis for making a determination concerning the Employer’s solvency.


 


(iii)       Discontinuance.
If at any time the Trustee has determined that the Employer is Insolvent, Trustee shall discontinue regular direct payments to
Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of that Employer’s general
creditors, except that Trustee shall make payments out of the Trust fund in only one or more of the following ways:


 


(A)       Court.
To general creditors of the Employer in accordance with instructions from a court with jurisdiction over the Employer’s condition
of Insolvency;


 






    	 	B-4	 



     


    

(B)       Participants.
To Plan participants and beneficiaries in accordance with such instructions; and


 


(C)       Fees.
In payment of its own fees and expenses.


 


Nothing in this Trust shall in any
way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of the Employer
with respect to benefits due under the Plan or otherwise.


 


(iv)       Resumption.
The Trustee shall resume the payment of regular direct benefits from the Trust to Plan participants or their beneficiaries in accordance
with Section 2.1 of this Trust only after Trustee has determined that the Employer is not insolvent (or is no longer insolvent).


 


(c)       Make-Up.
Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section
3.1(b) and subsequently resumes payments, the first payment from the Trust following discontinuance shall include the aggregate
amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of discontinuance,
less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Employer in lieu of the payments
provided for under the Trust during any such period of discontinuance.


 


SECTION IV


 


Investment


 


4.1       Management.


 


Except as provided in this
Trust, the Trustee has the exclusive right to manage and control the Trust.


 


(a)       Appointment of
and Investment by Manager. Prior to a Change in Control, an Employer may appoint as an Investment Manager for its Trust an
investment advisor registered under the Investment Advisors Act of 1940 who acknowledges, in writing, status as a fiduciary. After
a Change in Control, that authority will rest in the Trustee only.


 


(b)       Authority of
Investment Manager. An Investment Manager has the right to direct the investment of the Trust over which it has been given
authority and may direct the Trustee to exercise its powers to implement investment directions. An Investment Manager is subject
to the limitations applicable to the Trustee under Section 4.2 and the remainder of this Agreement in this regard. The Trustee
may act upon written investment instructions received from an Investment Manager which would be within the Trustee’s authority
prior to receipt of notice from the Employer of a change or termination of such Manager.


 


4.2       Investment Authority.


 


Except as explicitly provided
in Section 4.1, all rights associated with assets of the Trusts shall be exercised by Trustee or the person designated by Trustee,
and shall in no event be exercisable by or rest with Plan participants, except that voting rights with respect to Trust assets
may, at its request, be exercised by the Employer.


 






    	 	B-5	 



     


    

(a)       Authorized Investments.
If the Trustee does not receive instructions from the Employer or an Investment Manager for the investment of part or all of the
Trust, the Trustee shall invest and reinvest the assets of the Trust as the Trustee, in its sole discretion, may deem appropriate,
subject to the limitations and restrictions of this Trust. Subject to those limitations and restrictions, the Trustee may invest
in:


 


(i)       Stock.
Common and preferred stocks that do not violate the limitations of Section 4.2(b), shares, or certificates of participation issued
by investment companies, investment trusts, mutual funds, common or pooled investment funds;


 


(ii)       Real
Property. Investments in improved and unimproved real property (whether or not income producing), mortgages, deeds of trust,
leases, ground leases, limited partnership interests, real or personal property interests owned, developed, or managed by joint
venture or limited partnerships;


 


(iii)       Other.
Bonds, debentures, notes, commercial paper, certificates of deposit, and other securities or evidences of indebtedness, secured
or unsecured, including variable amount notes, convertible securities of all types and kinds, interest-bearing savings or deposit
accounts with any federally insured bank (including the Trustee), or any federally insured savings and loan association, insurance
and annuity contracts, notes secured by real or personal property, obligations of governmental bodies, both domestic and foreign,
and any other property permitted as trust investments under applicable law; and


 


(iv)       Pooled.
Any common or pooled investment fund or mutual fund now or hereafter maintained, sponsored, provided investment management services
by, or otherwise associated with, Trustee, or any affiliate of Trustee, and in any interest-bearing savings or deposit accounts
with the banking department of Trustee. Trustee shall be the owner of all insurance and annuity contracts held in the Trust. Trustee
may retain in money market funds, or other daily interest and availability funds, so much of the Trust fund as Trustee deems advisable.


 


(b)       Limitation.
In no event may Trustee, the Employer or the Investment Manager hold or invest in securities (including stock or rights to acquire
stock) or obligations issued by the Employer (or any subsidiary, affiliate, successor, or other related party of the Employer.


 


4.3       Substitution.


 


Subject to the limitations
of Section 4.2, the Employer has the right, at its discretion from time to time, to substitute assets of equal fair market value
for any asset held by the Trust. This right is exercisable by the Employer in a nonfiduciary capacity without the approval or consent
of any person in a fiduciary capacity.


 


4.4       Disposition of Income.


 


During the term of the
Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.


 






    	 	B-6	 



     


    

SECTION V


 


Trustee Duties


 


5.1       Accounting by Trustee.


 


Trustee shall keep accurate
and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including any
specific records agreed upon in writing between an Employer and the Trustee. As soon as possible following the close of each calendar
year and within 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Employer a written account
of its administration of the Trust during the year or during the period from the close of the last preceding year to the date of
such removal or resignation. The account must set forth all investments, receipts, disbursements and other transactions effected
by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases
or sales (accrued interest paid or receivable being shown separately), and show all cash, securities and other property held in
the Trust at the end of the year or as of the date of removal or resignation, as the case may be.


 


5.2       Responsibility of Trustee.


 


The Trustee shall act with
the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Trustee shall
act solely in the interest of the Participants and their beneficiaries.


 


(a)       Exception.
Notwithstanding that, the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request
or approval given by the Employer with respect to its Trust which is contemplated by, and in conformity with, the terms of the
Plan or this Agreement and is given in writing by the Employer. In the event of a dispute between the Employer and a party, the
Trustee may hire experts to determine the dispute and may if unable to determine the dispute apply to a court of competent jurisdiction
to resolve the dispute.


 


(b)       Litigation.
If the Trustee undertakes or defends any litigation arising in connection with the Trust, the Employer agrees to indemnify the
Trustee against the Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses)
relating thereto and to be primarily liable for such payments. Prior to a Change in Control, if the Employer does not pay such
costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. Following a Change
in Control, the Employer shall be obligated to pay all of the Trustee’s costs, expenses and liabilities as described above
not later than 90 days following the date such expenses are incurred.


 


(c)       Counsel.
The Trustee may consult with legal counsel (who may also be counsel for the Employer or, following a Change in Control, the Trustee’s
counsel) with respect to any of its duties or obligations under this Trust and may rely on the advice of such counsel.


 


(d)       Assistance.
The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist
it in performing any of its duties or obligations hereunder.


 


(e)       General.
The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise
here, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name
a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different
form) other 



    	 	B-7	 



     


    

than to a successor Trustee, or to loan to any person other than the Employer the proceeds of any borrowing against
such policy.


 


Notwithstanding any powers
granted to the Trustee pursuant to this Agreement or applicable law, the Trustee shall not have any power that could give this
Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.


 


5.3       Compensation and Expenses of Trustee.


 


Prior to a Change in Control,
the Employer may pay all reasonable administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses
shall be paid from the Trust. Following a Change in Control, the Employer shall pay all reasonable administrative and Trustee’s
fees and expenses in a timely fashion.


 


SECTION VI


 


Change of Trustee and Amendment


 


6.1       Resignation and Removal of Trustee.


 


The Trustee may resign
at any time by written notice to the Employer, which shall be effective 60 days after receipt of such notice unless the Employer
and the Trustee agree otherwise.


 


(a)       Effect of Change
in Control. Prior to a Change in Control, the Trustee may be removed on 60 days’ notice by the Employer. In connection
with or after a Change in Control, the Trustee may be removed by the Employer only upon a judicial determination of breach of fiduciary
responsibility by the Trustee under the terms of this document or applicable state or federal law governing the responsibility
of fiduciaries or upon a finding of such breach by an agency or department of the United States Government. In that event, the
Trustee may be removed by the Employer upon 60 days’ notice in writing to the Trustee.


 


(b)       Transfer to Successor.
Upon resignation or removal of the Trustee and proper appointment of a successor Trustee, all assets shall subsequently be transferred
to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer,
unless the Employer extends the time limit.


 


(c)       Appointment of
Successor. If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 6.2, by the effective
date of resignation or removal under this section. If no such appointment has been made, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. If the resignation or removal occurs in connection with a Change
in Control, the Plan participants shall be necessary parties to that action. All expenses of the Trustee in connection with the
proceeding shall be allowed as administrative expenses of the Trust.


 


6.2       Successor.


 


If the Trustee resigns
or is removed in accordance with Section 6.1, the Employer may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation
or removal.


 






    	 	B-8	 



     


    

(a)       Change in Control.
If the change of Trustee occurs in connection with or after a Change in Control, the appointment of a successor Trustee is conditioned
upon and shall not be effective without the written consent of a majority of the Plan participants. The appointment shall be effective
when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership
rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Employer or
the successor Trustee to evidence the transfer.


 


(b)       Liability.
The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets,
subject to Sections 5.1 and 5.2. The successor Trustee shall not be responsible for, and the Employer shall indemnify and defend
the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other
past event, or any condition existing at the time it becomes successor Trustee.


 


6.3       Amendment or Termination. This
Trust may be amended by a written instrument executed by Trustee and the Employer.


 


(a)       Limitations.
No amendment may conflict with the terms of the Plan or make the Trust revocable. In addition, this Agreement may not be amended
in connection with or after a Change in Control without the written consent of a majority of the Plan participants who are beneficiaries
of the Trust to be affected by the amendment.


 


(b)       Termination.
Upon the written approval of all of the participants and beneficiaries entitled to payment of benefits from the Trust pursuant
to the terms of the Plan, the Employer may terminate the Trust prior to the time all benefit payments under the Plan have been
made. Without that written approval, the Trust shall not terminate until the date on which no Plan participant or beneficiary is
any longer entitled to benefits from the Trust pursuant to the terms of the Plan.


 


(c)       Reversion.
Except as provided here, all assets in the Trust, at a proper termination, shall be returned to the Employer.


 


6.4       Miscellaneous.


 


The following provisions
also apply:


 


(a)       Savings Clause.
Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating
the remaining provisions.


 






    	 	B-9	 



     


    

(b)       Antialienation.
Benefits payable to Plan participants and their beneficiaries under this Trust may not be anticipated, assigned (either at law
or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable
process.


 


(c)       Governing Law.
This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, except as required
by applicable federal law.


 


 


IN WITNESS WHEREOF, the
Employer and the Trustee have caused this Trust to be executed by their respective duly authorized officers on the date first written
above.


 


 


	 	CHEMICAL FINANCIAL CORPORATION
	 	 
	 	 
	 	By	/s/ David B. Ramaker
	 	 	 
	 	Its	Chairman, President & CEO


 


       “Employer”


 


 


	 	CHEMICAL BANK
	 	 
	 	 
	 	By	/s/ Bruce M. Groom
	 	 	 
	 	Its	EVP & Senior Trust Officer


 


       “Trustee”


 


 


 






    	 	B-10	 



     


    

SCHEDULE A


 


 


 


	Initial Principal of Trust	$_____________


 


 


 


 


 


 






    	 	B-11	 



     


    

NOTICE 2010-6 COMPLIANCE AMENDMENT


 


This Amendment is made
as of December 13, 2010, by Chemical Financial Corporation (“Employer”) to amend the Chemical Financial Corporation
Deferred Compensation Plan (the “Plan”) for purposes of clarifying the Plan’s compliance with the final regulations
under Section 409A of the Internal Revenue Code, as amended (the “Code” and “Section 409A”, as applicable),
as authorized by Notice 2010-6.


 


Effective January 1, 2009,
as authorized by Notice 2010-6, the Plan is amended as follows:


 


1.       The following provisions are added
to the Plan:


 


(a)       Interpretation.
This Plan is intended to either be exempt from or comply with Section 409A and the regulations and guidance promulgated thereunder
and shall be interpreted and operated consistently with those intentions.


 


(b)       Permitted Accelerations or Delays.
The time and schedule of payment under this Plan may not be accelerated or delayed for any reason except as permitted by Section
409A.


 


(c)       Amendment or Termination.
In addition to any other restriction in the Plan, the Plan may not be amended or terminated except in compliance with Section 409A.


 


2.       Section 7.3(a) is
amended to read as follows:


 


(a)       Delay In Payment
To A Specified Employee. Notwithstanding any other timing provision in the Plan, if, at the time any payment that is not exempt
from Section 409A would commence due to a Separation From Service, an individual is a “Specified Employee” as defined
by Section 409A, then no such payment under this Plan may be paid before the date that is six months after that individual’s
Separation From Service (or, if earlier, the individual’s death). Payments that are not exempt from Section 409A and that
the individual would otherwise have been entitled to during those six months will be accumulated and paid on the first day after
six months following the individual’s Separation From Service (or, if earlier, the individual’s death). All payments
that are exempt from Section 409A, or that would otherwise be made more than six months following the individual’s Separation
From Service, will be made without regard to the delay described in this paragraph.


 


       3.       This Amendment shall be interpreted
to comply with Section 409A and the regulations and guidance promulgated thereunder, including but not limited to, the guidance
provided by Notice 2010-6.


 


 






    	 		 



     


    

IN WITNESS OF THE ABOVE,
the Employer hereby adopts this Amendment.


 


	 	Employer:
	 	 
	 	CHEMICAL FINANCIAL CORPORATION
	 	 
	 	 
	 	By	/s/ David B. Ramaker
	 	 	 
	 	Title	Chairman, CEO & President