(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	Election of 12 directors;

2.	Amendment of our Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 135,000,000 shares;

3.	Approval of the Stock Incentive Plan of 2017;

4.	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017;

5.	Advisory approval of executive compensation; and

6.	Advisory vote on the frequency of the advisory approval of executive compensation.

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Q.	Why am I receiving these materials?

A .

Chemical Financial’s board of directors is providing these proxy materials to you in connection with its solicitation of proxies for use at the Chemical Financial Corporation 2017 annual meeting of shareholders. The meeting will take place on Wednesday, April 26, 2017, at 2:00 p.m. local time, at the Midland Center for the Arts, 1801 W. St. Andrews Drive, Midland, Michigan. You are invited to attend the meeting and are requested to vote on the proposals described in this proxy statement.

Q .	What proposals will be voted on at the annual meeting?

A.	The following proposals are scheduled to be voted on at the annual meeting:

•	Election of 12 directors (Proposal 1);

•	Amendment of our Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 135,000,000 shares (Proposal 2);

•	Approval of the Stock Incentive Plan of 2017 (Proposal 3);

•	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017 (Proposal 4);

•	Advisory approval of our executive compensation (Proposal 5); and

•	Advisory vote on the frequency of the advisory approval of executive compensation (Proposal 6).

Q.	What information is contained in these materials?

A .	The information included in this proxy statement discusses the proposals to be voted on at the meeting, the voting process, the compensation of our directors and named executive officers, and certain other required information. Your proxy, which you may use to vote on the proposals described in this proxy statement, is also enclosed.

Q .	When did the Company begin sending and delivering this proxy statement and the enclosed proxy to shareholders?

A .	We began sending and delivering this proxy statement and the enclosed proxy to our shareholders on approximately March 10, 2017.

Q .	How does the Company’s board of directors recommend that I vote?

A .	Your board of directors recommends that you vote FOR approval of Proposals 1, 2, 3, 4, and 5, and ONE YEAR on Proposal 6.

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Q .	Who may vote?

A .

You may vote at the annual meeting if you were a shareholder of record of Chemical Financial common stock at the close of business on February 27, 2017. Each shareholder is entitled to one vote per share of Chemical Financial common stock on each matter presented for a shareholder vote at the meeting. As of February 27, 2017, there were 71,063,000 [Estimated] shares of Chemical Financial common stock issued and outstanding.

Q.	How do I vote?

A .	If you properly sign and return the enclosed proxy, the shares represented by that proxy will be voted at the annual meeting and at any adjournment of the meeting.

Q.	How do I vote my shares acquired through the stock purchase and dividend reinvestment plan (Computershare CIP)?

A.

If you are enrolled in Chemical Financial’s stock purchase and dividend reinvestment plan (Computershare CIP), the enclosed proxy covers: (1) all shares of Chemical Financial’s common stock owned of record by you at the record date, and (2) all shares of Chemical Financial’s common stock held by you in the Computershare CIP at that time. Computershare, as agent under the Computershare CIP, will vote any common stock held by it under the Computershare CIP in accordance with your written direction as indicated on the proxy. All such shares will be voted the way you direct. If no specific instruction is given on a returned proxy, Computershare will vote as recommended by the board of directors.

Q .	How do I vote if I hold my shares in “street name”?

A .

If you hold your shares in “street name,” which means that your shares are registered in the name of a bank, broker or other nominee (which we collectively refer to as your “broker”), your broker must vote your street name shares in the manner you direct if you provide your broker with proper and timely voting instructions. Please use the voting forms and instructions provided by your broker or its agent. These forms and instructions typically permit you to give voting instructions by telephone or the Internet if you wish. If you are a street name holder and want to change your vote, you must contact your broker. Please note that you may not vote shares held in street name in person at the annual meeting unless you request and receive a valid proxy from your broker.

Q .	Does my broker have discretionary authority to vote my shares?

A .

If you do not provide your broker with voting instructions, then your broker has discretionary authority to vote your shares on certain “routine” matters. We expect that Proposals 2 and 4 will be considered a routine matter and your broker will have discretionary authority to vote your shares on the proposals. Proposals 1, 3, 5 and 6 are not considered routine matters and your broker will not have discretionary authority to vote your shares on these matters. It is important that you promptly provide your broker with voting instructions if you want your shares voted on Proposals 1, 3, 5 or 6.

Q .	Can I change my mind after I return my proxy?

A.	Yes. You may revoke your proxy at any time before it is voted at the meeting by doing either of the following two things:

•	by delivering written notice of revocation to Chemical Financial’s Corporate Secretary, William C. Collins, at 235 E. Main Street, Midland, Michigan 48640; or

•	by attending the meeting and voting in person.

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Q .	What are broker non-votes?

A.

Generally, broker non-votes occur when shares held by a broker in street name for a beneficial owner are not voted with respect to a particular proposal because the broker has not received timely voting instructions from the beneficial owner and the broker lacks discretionary voting power to vote those shares. In these cases, the broker can register your shares as being present at the meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange.

Q .	What is the quorum requirement for the annual meeting?

A .

To conduct business at the annual meeting, a quorum of shareholders must be present. The presence in person or by properly executed proxy of the holders of a majority of all issued and outstanding shares of Chemical Financial common stock entitled to vote at the meeting is necessary for a quorum. To determine whether a quorum is present, we will include shares that are present or represented by proxy, including abstentions and shares represented by a broker non-vote on any matter.

Q.	What vote is necessary to approve the proposals?

A .

Election of Directors.  A plurality of the shares voting is required to elect directors. This means that, if there are more nominees than positions to be filled, the nominees who receive the most votes will be elected to the open director positions. Abstentions, broker non-votes and other shares that are not voted in person or by proxy will not be included in the vote count. In the event that a nominee currently serving as a director receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, such nominee must promptly tender his or her resignation to the board of directors. The Corporate Governance and Nominating Committee must promptly consider the resignation and recommend to the board of directors whether to accept or reject the resignation. The board of directors then must act on the committee’s recommendation and determine whether to accept or reject the resignation.

Q.	May the annual meeting be adjourned?

A .	Yes. The shareholders present at the meeting, in person or by proxy, may, by a majority vote, adjourn the meeting despite the absence of a quorum. Shares represented by proxy may be voted at the discretion of the proxy holder on a proposal to adjourn the meeting.

Q .	What does it mean if I receive more than one proxy or voting instruction card?

A .	It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxies and voting instruction cards you receive.

Q.	Where can I find the voting results of the annual meeting?

A.	We will announce preliminary voting results at the annual meeting and publish final results in a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission (SEC) within four business days after the date of the annual meeting.

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•

No Share Recycling. Shares subject to equity-based awards that are cancelled, surrendered, modified, or exchanged for substitute equity-based awards, or that forfeit, expire or terminate prior to exercise or vesting in full and shares that are surrendered to the Corporation in connection with the exercise or vesting of equity-based awards, whether previously owned or otherwise subject to such equity-based awards, may not be reissued as new equity-based awards under the 2017 Stock Plan.

•

No Dividends on Unvested Equity Awards. Holders of unvested equity-based awards will not be entitled to dividend rights with respect to the shares of common stock constituting or subject to such unvested equity-based awards, provided that dividends otherwise payable with respect to such shares of common stock may, at the discretion of the Pension and Compensation Committee, accrue and become payable upon vesting of the equity-based awards.

•	Minimum Vesting Period of One Year. At least 95% of all equity-based awards granted under the 2017 Stock Plan must have a minimum vesting period of at least one year.

•	No Repricing. Equity-based awards may not be repriced, replaced, regranted through cancellation, or modified without shareholder approval if such repricing, replacement, regrant or modification would reduce the exercise price of such equity-based awards.

•

Double-Trigger Acceleration of Vesting of Equity Awards Upon a Change in Control. Upon a change in control of the Corporation, the vesting of unvested equity awards would accelerate only upon a qualifying termination of employment and, in the case of performance-based equity awards, would be subject to pro rata vesting, adjusted for actual performance and the fractional performance period. In addition, absent any qualifying termination of employment, unvested equity awards (including those that are cashed out in connection with the change in control) would remain subject to their original vesting schedules.

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•	Audit Committee

•	Compensation and Pension Committee

•	Corporate Governance and Nominating Committee

•	Risk Management Committee

(1)	Independent as that term is defined by NASDAQ Listing Rules, including such definitions applicable to each committee of the board of directors upon which he serves or served. In making this determination, the board of directors considered all ordinary course loan and other business transactions between the directors and Chemical Bank.

(2)	The board of directors has determined that these individuals are “audit committee financial experts” as defined by the Securities and Exchange Commission.

(3)	Appointed to the board of directors effective August 31, 2016.

(4)	Mr. Anderson will retire from the board of directors effective at the 2017 annual meeting.

(5)	Appointed to the board of directors effective March 1, 2017.

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•	the name, age, business address and residence address of each nominee;

•	the principal occupation or employment of each nominee;

•	the number of shares of Chemical Financial common stock beneficially owned by each nominee;

•	a statement that each nominee is willing to be nominated and to serve if elected; and

•	such other information concerning each nominee as would be required under the rules of the Securities and Exchange Commission to be provided in a proxy statement soliciting proxies for the election of each nominee.

•	be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;

•	be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

•	possess substantial and significant experience that would be of particular importance to the Corporation in the performance of the duties of a director;

•	have sufficient time available to devote to the affairs of the Corporation in order to carry out the responsibilities of a director; and

•	have the capacity and desire to represent the balanced, best interests of the shareholders as a whole.

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•	acting as a liaison and channel for communication between the Chief Executive Officer and the other directors;

•	providing leadership to ensure the board works cohesively and independently and during times of crisis;

•	advising the Chief Executive Officer as to the quality, quantity and timeliness of the flow of information from Chemical Financial’s management to the directors;

•	being available as a resource to consult with the Chief Executive Officer and the other directors on corporate governance practices and policies;

•	together with management where appropriate, considering questions of conflicts of interest of the Chief Executive Officer and the other directors;

•	coordinating the assessment of board committee structure, organization and charters and evaluating the need for change;

•	coordinating, developing the agenda and leading executive sessions of the independent directors and communicating the results thereof to the Chief Executive Officer;

•	ensuring the appropriate segregation of duties between the directors and management; and

•	together with the chairperson of the Compensation and Pension Committee, communicating the board’s evaluation of the performance of the Chief Executive Officer.

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(1)	Audit of the consolidated financial statements for the fiscal year (including services relating to the audit of internal control over financial reporting under the Sarbanes-Oxley Act of 2002), procedures related to the Federal Deposit Insurance Corporation Improvement Act, quarterly review procedures for Quarterly Reports on Form 10-Q and acquisition-related audit procedures.

(2)	Services related to accounting matters not arising as part of the audit, including fees related to acquisition-related matters in 2015 and 2016.

(3)	Fees primarily related to tax consulting and acquisition-related tax matters and also includes tax compliance services beginning in 2015.

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(1)	The numbers of shares stated are based on information furnished by each shareholder listed and include shares beneficially owned by that shareholder under applicable regulations. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, has or shares voting power or dispositive power with respect to the security.

(2)	These numbers include shares over which the listed shareholder is legally entitled to share voting or dispositive power by reason of joint ownership, trust, or other contract or property right.

(3)	Based on information filed with the SEC on Schedule 13G on January 23, 2017. BlackRock, Inc., an investment management firm, in its role as investment advisor or manager, possesses investment and/or voting power over these shares of Chemical Financial common stock and may be deemed to be the beneficial owner of these shares.

(4)	Based on information filed with the SEC on Schedule 13G on February 10, 2017. The Vanguard Group, an investment management firm, in its role as investment advisor or manager, possesses investment and/or voting power over these shares of Chemical Financial common stock and may be deemed to be the beneficial owner of these shares.

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(1)

The numbers of shares stated are based on information furnished by each person listed and include shares beneficially owned by that person under applicable regulations. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, has or shares voting power or dispositive power with respect to the security. A person will also be considered the beneficial owner of a security if the person has a right to acquire beneficial ownership of the security within 60 days. Shares held in various fiduciary capacities through the Wealth Management Department of Chemical Bank are not included. Chemical Financial and the directors and officers of Chemical Financial and Chemical Bank disclaim beneficial ownership of shares held by the Wealth Management Department in fiduciary capacities.

(2)

These numbers include shares over which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust, or other contract or property right, and shares held by spouses and children over whom the listed person may have influence by reason of relationship. Shares held in various fiduciary capacities through the Wealth Management Department of Chemical Bank are not included. Chemical Financial and the directors and officers of Chemical Financial and Chemical Bank disclaim beneficial ownership of shares held by the Wealth Management Department in fiduciary capacities.

(3)

These numbers include stock units credited to each director’s account under the Chemical Financial Corporation Directors’ Deferred Stock Plan. Distributions of shares of common stock of Chemical Financial equal to the number of stock units in the participating director’s account will occur upon the director’s retirement, termination of service, death or a change in control of Chemical Financial. These numbers also include restricted stock performance units earned by the named executive officers as of December 31, 2016 that became vested on February 28, 2017.

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•	the perceived benefits to the Corporation of ensuring the retention and hiring of a highly qualified executive management team to lead the Corporation post-merger;

•

the perceived benefits to the Corporation of having clearly defined terms and conditions of employment with members of the executive management team, including terms and conditions relating to the protection of the Corporation’s confidential information and obligations of the executive officer not to compete with, and not to solicit customers or employees of, Chemical Financial during and for a period of time following employment with the Corporation;

•

the perceived benefits to the Corporation and the executive officer of providing the executive officer with certain severance benefits following a termination of employment, including in the event of a change in control of the company, such as providing the executive officer with a competitive compensation package relative to peers, retention of the executive officer, generally, and incentivizing the executive officer to maximize shareholder value by remaining with the Corporation during the process of a potential change of control transaction and to assure the effective and orderly completion of a change in control transaction;

•	negotiations and discussions with the Talmer board of directors and management during the merger process that entering into executive employment agreements with select executive officers would occur in connection with completion of the merger; and

•	the practices of peers and analyses of Aon Hewitt as discussed further below.

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•	base salary

•	target annual cash incentive compensation

•	target total cash compensation

•	target long-term equity incentive compensation

•	target total compensation

•	severance and change of control multiplier

•	model target total compensation in accordance with entry level into the peer group; and

•	in determining severance benefits under certain circumstances, including a change of control, use a multiplier for the Chief Executive Officer of times two, and a multiplier of times one for the remaining executive officers, of current base salary plus the three-year average cash bonus.

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•

2012 Stock Plan and the 2015 Stock Plan - The amendment to these plans (i) revised the default definition of a change in control in the plan to conform to the definition of a change in control that the Compensation Committee utilized for the restricted stock unit awards made in February of 2016, and (ii) added a provision that allows, but does not require, Chemical Financial to delay a payment under the plan that Chemical Financial reasonably anticipates would not be deductible under Section 162(m) of the Code.

•

Deferred Compensation Plan - The amendment to this plan (i) revised the default definition of a change in control in the plan to conform to the definition of a change in control that the Compensation Committee utilized for the restricted stock unit awards made in February of 2016, (ii) added a provision that allows, but does not require, Chemical Financial to delay a payment under the plan that Chemical reasonably anticipates would not be deductible under Section 162(m) of the Code, (iii) allows deferrals from bonus compensation beginning in 2017, (iv) increased the deferral limit under the plan from 75% of compensation to 85% of compensation, (v) clarified the treatment of the plan accounts related to payments due upon a change in control, and (vi) allows the participants to elect a subsequent deferral of payments due upon a change in control.

•

Directors’ Deferred Stock Plan - The amendment to this plan (i) clarified the eligibility of Chemical Financial and Chemical Bank directors to participate in the plan, (ii) clarified the treatment of the plan accounts related to payments due upon a change in control, and (iii) revised the default definition of a change in control in the plan to conform to the definition of a change in control that the Compensation Committee utilized for the restricted stock unit awards made in February of 2016.

•

SERP - The amendment to this plan (i) clarified the calculation of future benefits based on the impact of amounts payable upon a change in control, (ii) revised the default definition of a change in control in the plan to conform to the definition of a change in control that the Compensation Committee utilized for the restricted stock unit awards made in February of 2016, and (iii) added a provision that allows, but does not require, Chemical Financial to delay a payment under the plan that Chemical Financial reasonably anticipates would not be deductible under Section 162(m) of the Code.

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•	more closely align executive officer and shareholder interests;

•	reward officers for building shareholder value;

•	reward officers for the achievement of targeted financial and other performance goals; and

•	encourage long-term investment in the Corporation by participating officers.

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(1)	Includes salary deferred under the Chemical Financial Corporation 401(k) Savings Plan and the Chemical Financial Corporation Nonqualified Deferred Compensation Plan.

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(2)

Amounts reported include the grant date fair values of restricted stock performance units and restricted stock service-based units granted to the named executive officers in the respective years. The values of all stock awards reported in this column were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, ASC Topic 718 Compensation-Stock Compensation (ASC 718). For a discussion of the valuation assumptions, see Note 16 to the Corporation’s 2016 consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016. Restricted stock performance units granted to the named executive officers in 2016, 2015 and 2014 were determined to have a value at the grant date based on management’s assessment that it was probable that the restricted stock performance units would vest in 2019, 2018 and 2017, respectively, at 1.0x the number of units granted. For restricted stock performance units, if the Corporation does not achieve the minimum performance conditions or the named executive officer does not satisfy the service requirements, then the restricted stock performance units will be forfeited and the named executive officers will receive no shares of Chemical common stock attributable to the forfeited units. For restricted stock service-based units, if the named executive officer does not satisfy the service requirements, then the restricted stock service-based units will be forfeited and the named executive officers will receive no shares of Chemical common stock attributable to the forfeited units. The amounts also include the aggregate grant date fair value of the discretionary awards earned by the named executive officers upon the completion in 2016 of the merger and systems conversions of Talmer Bancorp, Inc., in 2015 upon the completion of the acquisitions and systems conversions of Monarch Community Bancorp, Inc. and Lake Michigan Financial Corporation, and in 2014 upon completion of the acquisition and systems conversion of Northwestern Bancorp, Inc.

(3)

If the highest level of performance conditions with respect to the restricted stock performance units granted in 2016 are satisfied, then the value of the restricted stock performance units and the restricted stock service-based units, combined, determined as of the grant date would be as follows: Mr. Ramaker - $660,019, Ms. Gwizdala - $1,455,215, Mr. Kohn - $421,049, Mr. Amat - $291,413, and Mr. Rathbun - $266,680.

(4)

This amount represents the grant date fair value, computed in accordance with ASC 718, of the stock options granted for each named executive officer. For a discussion of the valuation assumptions, see Note 16 to the Corporation’s 2016 consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016. The per share exercise price of each option award was equal to the market value of Chemical Financial common stock on the date each option was granted.

(5)	This amount represents the annual cash bonus incentive earned by each named executive officer.

(6)

This amount is the positive change in the actuarial present value of the named executive officer’s accumulated benefit under the Corporation’s noncontributory defined benefit pension plan (Pension Plan) and, for Mr. Ramaker only, the Corporation’s Supplemental Pension Plan (Supplemental Plan), as he is the only active employee who is a participant in the Supplemental Plan. The discount rates used to calculate the present values of Pension Plan and Supplemental Plan benefits at December 31, 2016 were 4.22% and 3.63%, respectively. Negative changes in 2015 for Ms. Gwizdala and Mr. Kohn of $16,000 and $29,000, respectively, are not included in the table. In addition, for 2016, for Mr. Ramaker only, includes $13,014 of preferential earnings associated with the lump sum payment under the Supplemental Plan, the payment of which was delayed as further described in footnote 7 below. See footnote 7 below for additional information about the Supplemental Plan.

(7)

“All Other Compensation” consists of employer contributions to the 401(k) Savings Plan, the taxable portion of employer paid premiums for life insurance, dividend equivalents earned on restricted stock service-based units and for Messrs. Amat and Rathbun only, a car allowance and company-paid country club dues. As permitted by SEC regulations, perquisites that in the aggregate total less than $10,000 per named executive officer are not included. For Mr. Ramaker only, “All Other Compensation” includes the amount of the benefit owing Mr. Ramaker under the Supplemental Plan, which became payable in a lump-sum payment as a result of the Corporation undergoing a change in control under the Supplemental Plan due to the Talmer merger. The total amount of this benefit was $1,898,082. The Committee and the board of directors determined to delay payment of the amounts owing under the Supplemental Plan to Mr. Ramaker on the basis that such payment would not be deductible under Section 162(m) of the Code, with such payment to be made to Mr. Ramaker during the period beginning with the date of Mr. Ramaker’s separation from service and ending on the later of the last day of the taxable year in which Mr. Ramaker separates from service or the 15th day of the third month following Mr. Ramaker’s separation from service. See “Amendments to Compensation Plans and Deferral of Accelerated Benefits” above for additional information.

(8)	Mr. Klaeser joined the Corporation on August 31, 2016 upon completion of the Talmer merger and qualified as a named executive officer for the first time in 2016.

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(1)	Amounts represent the annual cash bonus incentive earned by each named executive officer based on the Corporation’s overall financial performance and the named executive’s individual performance in 2014 through 2016.

(2)

Amounts reported include (a) restricted stock performance units granted in 2013, 2012 and 2011 that vested in 2016, 2015 and 2014, respectively, based on the Corporation’s performance targets in 2015, 2014 and 2013 being met at 1.5x, 1.1x, and 1.175x, respectively, of targeted performance and the service requirement being met in 2016, 2015 and 2014, respectively; (b) restricted stock service-based units granted in 2012 that were vested in 2015 based on the service requirement being met in 2015; and (c) the discretionary award earned by the named executive officers upon the completion in 2016 of the merger and systems conversion of Talmer Bancorp, Inc., in 2015 upon the completion of the acquisitions and systems conversions of Monarch Community Bancorp, Inc. and Lake Michigan Financial Corporation, and in 2014 upon completion of the acquisition and systems conversion of Northwestern Bancorp, Inc. The value of vested stock awards is calculated by multiplying the number of shares issuable by the closing price of the Corporation’s common stock at the date the shares were vested, including the grant date fair value of the stock portion of discretionary awards.

(3)	Stock options increase in value only if the market price of the Corporation’s common stock increases in value after the date of grant. The value realized on stock options is the difference between the market price of the Corporation’s common stock on the date the stock option is exercised and the stock option exercise price multiplied by the number of options exercised.

(4)

“All Other Compensation” consists of employer contributions to the 401(k) Savings Plan, the taxable portion of employer paid premiums for life insurance, dividend equivalents earned on restricted stock service-based units and for Messrs. Amat and Rathbun only, a car allowance and company-paid country club dues. As permitted by SEC regulations, perquisites that in the aggregate total less than $10,000 per named executive officer are not included.

(5)	Computed by dividing total realized compensation in the “Total” column by “Total” compensation disclosed in the Summary Compensation Table.

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(1)	Represents the closing market price of Chemical Financial common stock on the date of grant.

(2)	Grant date fair values of equity-based compensation awards are computed in accordance with ASC 718. The value of the restricted stock performance units was determined based on management’s assessment that it was probable that the awards would vest at 1.0x the number of units granted (representing satisfaction of the target performance conditions).

(3)	Represents the award of stock options granted in 2016 under the Stock Incentive Plan of 2015.

(4)

Represents restricted stock performance units granted in 2016 under the Stock Incentive Plan of 2018. These restricted stock performance units will be earned in full or in part if Chemical Financial achieves, for 2018, the threshold, target, or maximum performance conditions established by the Compensation and Pension Committee. These restricted stock performance units have both a performance condition and a service requirement (restricted period) that must be met to become vested. Any restricted stock performance units that vest will be converted to shares of Chemical Financial’s common stock on a one-for-one basis. Restricted stock performance units that do not vest will be forfeited and the named executive officers will receive no shares of Chemical Financial common stock attributable to the forfeited units.

(5)	Represents the award of restricted stock service-based units granted in 2016 under the Stock Incentive Plan of 2015. The restricted stock service-based units granted on February 16, 2016 cliff vest five years after the grant date. The restricted stock

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(6)	Represents the discretionary award granted to the named executive officers upon completion of the merger and system conversion of Talmer Bancorp, Inc. The discretionary award was included in the amount of compensation for 2016 reported for each named executive officer in the Summary Compensation Table and Realized Compensation Table.

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Mr. Ramaker will serve as Chief Executive Officer and President and as a director of Chemical Financial and Chemical Bank. The term of his agreement is for two years, with an automatic renewal term of one-year on each anniversary date of the agreement, subject to either party being able to terminate the agreement upon 30-days’ notice before an anniversary date of the agreement. Mr. Ramaker will receive an annual salary of $740,000 and will be entitled to participate in Chemical’s bonus, equity and fringe benefits plans. If Mr. Ramaker’s employment is terminated by Chemical other than for good cause (as defined in the agreement) or within two years after, or within six months before, a change in control (as defined in the agreement) or if he terminates employment for good reason, Mr. Ramaker is entitled to certain severance benefits, including a cash payment equal to two times the sum of his then-current salary and the average cash bonus paid to him in each of the last three completed years, compensation for continuing health care benefits, the acceleration of vesting of all unvested equity awards and outplacement services. Mr. Ramaker’s agreement includes a Section 280G cap that limits payments under the agreement as necessary to avoid tax penalties under Section 280G of the Internal Revenue Code.

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Mr. Klaeser will serve as Executive Vice President and Chief Financial Officer of Chemical Financial and Chemical Bank. The terms of Mr. Klaeser’s agreement are substantially similar to those described above for Mr. Ramaker, except that Mr. Klaeser will receive an annual salary of $550,000 and he is entitled to participate in Chemical’s bonus and equity plans at certain specified levels, including, at or as soon as administratively feasible following the effective time of the Merger, he is entitled to an award of restricted stock units equal in value to 80% of his salary, 60% of which will be restricted stock performance units and 40% of which will be restricted stock service-based units.

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Ms. Gwizdala will serve as Executive Vice President, Special Projects, of Chemical Bank. In this role, Ms. Gwizdala’s primary responsibility is to oversee the creation and development of the Corporation’s Dodd-Frank Act Stress Testing methodologies and processes. The terms of Ms. Gwizdala’s agreement are substantially similar to those described above for Mr. Ramaker, except that Ms. Gwizdala will receive an annual salary of $400,000 and she is entitled to participate in Chemical’s bonus and equity plans at certain specified levels, including, at or as soon as administratively feasible following the effective time of the Merger, she is entitled to an award of restricted stock units equal in value to $1,050,000, 100% of which will be restricted stock service-based units.

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Mr. Amat will serve as Executive Vice President and Chief Operating Officer - Business Operations of Chemical Bank. The terms of Mr. Amat’s agreement are substantially similar to those described above for Mr. Ramaker, except that Mr. Amat will receive an annual salary of $330,000 and his severance cash payment is equal to one times the sum of his then-current salary and the average cash bonus paid to him in each of the last three completed years.

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Mr. Rathbun will serve as Executive Vice President and Chief Operating Officer - Customer Experience of Chemical Bank. The terms of Mr. Rathbun’s agreement are substantially similar to those described above for Mr. Ramaker, except that Mr. Rathbun will receive an annual salary of $330,000 and his severance cash payment is equal to one times the sum of his then-current salary and the average cash bonus paid to him in each of the last three completed years.

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(1)	Stock options granted after 2012 vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the award date shown in the table.

(2)

The restricted stock performance units granted in 2016, 2015 and 2014 vest in 2019, 2018 and 2017, respectively, if certain minimum performance conditions are met during the relevant performance period and the relevant service conditions are satisfied at the end of the restricted period, except where the named executive officer provides at least one-year notice of retirement and upon which all earned but unvested restricted stock performance units vest on a pro rata basis. If the relevant minimum performance conditions are not met during the relevant performance period, or the relevant service conditions are not satisfied at the end of the restricted period, then the restricted stock performance units will be forfeited and the named executive officers will receive no shares of Chemical Financial common stock attributable to the forfeited units. The restricted stock service-based units granted in February 2016 cliff vest in February 2021, the restricted stock service-based units granted in August 2016 cliff vest on August 31, 2019, the restricted stock service-based units granted in November 2016 cliff vest on December 31, 2018, the restricted stock service-based units granted in 2015 cliff vest in February 2020, the restricted stock service-based units granted in 2014 cliff vest in February 2019 and the restricted stock service-based units granted in 2013 cliff vest in February 2018 if the service conditions are met. If the relevant service conditions are not met, then the restricted stock service-based units will be forfeited and the named executive officers will receive no shares of Chemical Financial common stock attributable to the forfeited units, except where the named executive officer provides at least one-year notice of retirement and upon which all unvested restricted stock service-based units fully vest.

(3)	Represents the closing market price of Chemical Financial common stock on date of grant.

(4)

With the exception of Mr. Klaeser, represents the number of earned but unvested restricted stock performance units that were granted in 2014 and the number of unvested restricted stock service-based units granted in 2013, 2014, 2015 and 2016. For Mr. Klaeser, represents restricted stock awards that were granted by Talmer that were assumed by the Corporation and vest upon completion of future service requirements. The restricted stock awards granted in 2014 and 2015 vest on August 31, 2017 and the restricted stock awards granted in 2016 vest one-third per year from the date of grant.

(5)	Computed by multiplying the number of shares reported in the preceding column by the closing price of Chemical Financial’s common stock as reported on The NASDAQ Stock Market® at December 31, 2016 of $54.17 per share.

(6)	The number of unearned restricted stock performance units. Reported assuming the units are earned and vested at 1.0x the number of units granted (representing satisfaction of target performance conditions).

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(1)	The number of shares shown is the gross number of shares covered by stock options exercised. The Corporation’s share-based compensation plans permit the withholding of shares in payment of the stock option exercise price and for tax withholding purposes, resulting in a smaller number of shares acquired.

(2)	The value of exercised stock options is calculated by multiplying the number of stock options exercised by the difference between the closing price of the Corporation’s common stock on the date of the exercise and the stock option exercise price.

(4)	The dollar values reported in this column were calculated using the closing price of Chemical Financial’s common stock as reported on The NASDAQ Stock Market® on February 26, 2016 of $34.60 per share for restricted stock performance units, which was the vesting date of the stock awards.

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(1)

Amounts included in this column are included in the Salary column in the Summary Compensation Table. In addition, for Mr. Ramaker, amounts included in this column reflect the benefit formerly owing Mr. Ramaker under the Supplemental Plan, which become payable in a lump-sum payment upon completion of the Talmer merger. The Committee and the board of directors determined to delay payment of the amount owing under the Supplemental Plan to Mr. Ramaker on the basis that such payments would not be deductible under Section 162(m) of the Code, with such payments to be made to Mr. Ramaker

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(2)	Amounts included in this column are not included in the Summary Compensation Table.

(3)	Amounts included in this column reflect the amounts that became payable in a lump-sum payment upon completion of the Talmer merger.

(4)

The aggregate balance at last fiscal year-end shown in this column includes contributions in prior years which were reported as “Salary” on the Summary Compensation Table for the applicable year. Contributions in prior years that have previously been reported as “Salary” are as follows: $360,990 for Mr. Ramaker, $187,990 for Ms. Gwizdala, and $310,322 for Mr. Kohn. For Mr. Ramaker, the amount reflected in this column includes his balance under the DC Plan and the benefit formerly owing Mr. Ramaker under the Supplemental Plan, which become payable in a lump-sum payment upon completion of the Talmer merger, the payment of which was delayed as described in footnote 1.

(5)	Represents the benefit formerly owing Mr. Ramaker under the Supplemental Plan, which became payable in a lump-sum payment upon completion of the Talmer merger, the payment of which was delayed as described in footnote 1 above. This benefit accrues interest at an annual rate of 4.5% compounded monthly.

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(1)

Pursuant to executive employment agreements, amounts reported for each named executive officer (except for Mr. Kohn) include i) severance benefits of two times for Messrs. Ramaker and Klaeser and Ms. Gwizdala and one time for Messrs. Amat and Rathbun the sum of their annual salary as of December 31, 2016 and the average of their cash bonus paid in each of the last three years, payable in equal installments ranging from 52 to 104 weeks following termination of employment, ii) an amount equal to twenty four times the Company’s monthly contribution toward health, prescription drug and dental coverage, payable in a lump sum at termination of employment and iii) an estimate of $9,500 related to the value to provide outplacement services for a period of up to twelve months after termination of employment. For Mr. Kohn, represents amount payable under the Company’s severance program based current salary multiplied by a factor for years of service but not to exceed one year’s salary.

(2)	Amount represents the aggregate positive “spread” between the exercise price and the closing price of Chemical Financial’s common stock as reported on The NASDAQ Stock Market® at December 31, 2016 of $54.17 per share for unvested in-the-money stock options outstanding as of December 31, 2016.

(3)	The value reported time-vested and performance-based share awards is the number of shares of the Company’s common stock calculated on the basis described above multiplied by the closing price of Chemical Financial common stock as reported on The NASDAQ Stock Market® at December 31, 2016 of $54.17 per share.

(4)	Restricted stock performance units that have been earned but not vested are included at the earned performance measurement and their value is reported on this basis multiplied by the closing price of Chemical Financial common stock as reported on The NASDAQ Stock Market® at December 31, 2016 of $54.17 per share.

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(1)

Represents the aggregate dollar amount of all fees earned or paid in cash for services as a director of Chemical Financial and Chemical Bank, including the cash retainer, committee and/or committee chair fees, lead independent director fee, and meeting and community advisory director fees, including any fees voluntarily deferred under the DDSP. Voluntary deferrals of the cash retainer and other fees in 2016 were as follows: $32,250 by Mr. Fitterling, $19,250 by Mr. Pelizzari, $48,350 by Mr. Stauffer and $10,550 by Mr. Weiss.

(2)

Represents the grant date fair value computed in accordance with ASC 718. The amounts reported represent one-half of the annual retainer paid to each director in 2016 and deferred and invested in stock units representing shares of Chemical Financial common stock (i.e., the equity retainer). The aggregate number of stock awards earned by each director for services, voluntary contributions made by the director to the DDSP and dividend equivalents credited to each director’s DDSP participant account since becoming a director and/or subsequent to the lump-sum distribution, if applicable, is represented by the number in the column titled “Stock Units” set forth in the table under the heading “Ownership of Chemical Financial Common Stock by Directors and Executive Officers” and such information is here incorporated by reference.

(3)	Represents dividend equivalents paid in 2016 on stock units in the DDSP. As permitted by SEC regulation, perquisites that in the aggregate total less than $10,000 are not included.

(4)	Appointed to the board of directors effective August 31, 2016.

(5)	Mr. Moore retired from the board of directors effective at the 2016 annual meeting.

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