(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:

---

1.	The election of 13 directors;

2.	The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018; and

3.	An advisory vote on compensation of our named executive officers.

---

---

Q.	Why am I receiving these materials?

A.

Our board of directors is providing these proxy materials to you in connection with its solicitation of proxies for use at the Chemical Financial Corporation 2018 annual meeting of shareholders. The meeting will take place on Wednesday, April 25, 2018, at 3:30 p.m. local time, at Devos Place, 303 Monroe Avenue NW, Grand Rapids, 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:

•	the election of 13 directors (Proposal 1);

•	the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018 (Proposal 2); and

•	an advisory vote on the compensation of our named executive officers (Proposal 3).

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. If you requested printed copies of the proxy materials to be sent to you by mail, your proxy, which you may use to vote on the proposals described in this proxy statement, is also enclosed.

Q.	How does the Corporation's board of directors recommend that I vote?

A.	Your board of directors recommends that you vote FOR approval of Proposals 1, 2, and 3.

Q.	Who may vote?

A.

You may vote at the annual meeting if you were a shareholder of record of our common stock at the close of business on February 26, 2018. Each shareholder is entitled to one vote per share of our common stock on each matter presented for a shareholder vote at the meeting. As of the February 26, 2018 record date, there were 71,302,570 shares of Chemical Financial common stock issued and outstanding.

---

Q.	Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

A.

This year, pursuant to the SEC “Notice and Access” rules, we are furnishing our proxy materials to our shareholders over the Internet instead of mailing each of our shareholders paper copies of those materials. As a result, we will send our shareholders by mail a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice, containing instructions on how to access our proxy materials over the Internet and how to vote. The Notice is not a ballot or proxy card and cannot be used to vote your shares of common stock. The Notice also tells you how to access your proxy card to vote on the Internet. If you received a Notice by mail and would like to receive a printed or email copy of the proxy materials, please follow the instructions included in the Notice. You will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice.

Q.	How do I vote?

A.	If you hold shares in your own name, you may vote by selecting any of the following options:

•	Internet Voting.    You may vote via the Internet 24 hours a day, seven days a week, by visiting www.proxypush.com/CHFC. Follow the steps outlined on the secure website.

•	Telephone Voting.    You may vote via telephone 24 hours a day, seven days a week, by dialing the toll-free number on the instructions included on your proxy and listening for further directions.

•	By Mail. If you request printed copies of the proxy materials to be sent to you by mail, you can complete the proxy card, date and sign it, and return it in the postage-paid envelope provided.

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

A.

If you are enrolled in our stock purchase and dividend reinvestment plan (Computershare CIP), the enclosed proxy covers: (1) all shares of our common stock owned of record by you at the record date, and (2) all shares of our 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 Proposal 2 will be considered a routine matter and your broker will have discretionary authority to vote your shares on such proposal. Proposals 1 and 3 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 and 3.

---

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

A.

Yes. If you are a shareholder of record (i.e., you hold your shares directly instead of through a brokerage account) and you change your mind after you return your proxy or you vote electronically over the Internet or by telephone, you retain the power to revoke your proxy or change your vote. You may revoke your proxy or change your vote at any time before the polls close at the meeting. You may do this by:

•	delivering written notice of revocation to our Corporate Secretary, William C. Collins, at 235 E. Main Street, Midland, Michigan 48640;

•	a later-dated electronic vote over the Internet or by telephone; or

•	attending the meeting and voting in person.

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 our 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. Shareholders do not have cumulative voting rights. 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 Notice of Internet Availability of Proxy Materials?

---

A.	It means your shares are registered differently or are in more than one account. Please provide voting instructions for all of your shares.

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 of the date of the annual meeting.

---

---

---

---

---

---

---

•	Audit Committee

•	Compensation and Pension Committee

•	Corporate Governance and Nominating Committee

•	Risk Management Committee

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

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

(3)	Appointed to the board of directors effective June 20, 2017.

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

---

---

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

•	the principal occupation or employment of each nominee;

•	the number of shares of our 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 SEC to be provided in a proxy statement soliciting proxies for the election of each nominee.

•	a demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role (e.g. chief executive officer, managing partner, president);

•	financial literacy or other professional or business experience relevant to an understanding of the Corporation and its business; and

•	a demonstrated ability to think and act independently as well as the ability to work constructively in a collegial environment.

---

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

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

•	advising the Chief Executive Officer and the Executive Chair as to the quality, quantity and timeliness of the flow of information from our management to the directors;

•	being available as a resource to consult with the Chief Executive Officer and the Executive Chair 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 Executive Chair and the other directors;

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

•	coordinating, developing the agenda for, 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.

---

---

---

---

(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 assurance services related to mortgage operations and acquisition-related matters in 2016 and 2017.

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

---

(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. We have based our calculation of the percentage of beneficial ownership on 71,303,019 shares of common stock outstanding as of February 28, 2018.

(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/A on January 19, 2018. BlackRock, Inc., an investment management firm, in its role as investment advisor or manager, possesses investment and/or voting power over these shares of our 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/A on February 9, 2018. 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 our common stock and may be deemed to be the beneficial owner of these shares.

---

(1)

We have based our calculation of the percentage of beneficial ownership on 71,303,019 shares of common stock outstanding as of February 28, 2018. 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. The Corporation and the directors and officers of the Corporation 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.

(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 our common stock 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 the Corporation. These numbers also include restricted stock performance units earned by our named executive officers as of December 31, 2017 that became vested on February 28, 2018.

(4)	These represent amounts known to us as of Mr. Ramaker's retirement on August 8, 2017.

---

---

---

---

(1)	David B. Ramaker served as our President and Chief Executive Officer until June 2017 and is a "named executive officer" for 2017 under applicable SEC rules.

(1)	Denotes a non-GAAP Financial Measure. Please see “Reconciliation of Non-GAAP Financial Measures” beginning on page 43 in our Annual Report on Form 10-K for the year ended December 31, 2017, for reconciliation of this non-GAAP measure to the most directly comparable GAAP financial measure.

---

---

•	On June 21, 2017, we announced that our former President and Chief Executive Officer, David B. Ramaker, would retire in the third quarter of 2017.

•

On June 21, 2017, we announced that David T. Provost would succeed Mr. Ramaker as President and Chief Executive Officer of the Corporation. At the same time, Thomas C. Shafer was announced as Vice Chair and President and Chief Executive Officer of Chemical Bank. Both Mr. Provost and Mr. Shafer joined the Corporation as a result of our merger with Talmer and have demonstrated strong leadership in developing and executing on our strategic plan.

•

Under the leadership of Mr. Provost and Mr. Shafer, our board determined that certain additions and changes to leadership would best position us for future success and the successful execution of our immediate and long-term business initiatives. Accordingly, in the second half of 2017 we hired or appointed, as applicable, a new Chief Risk Officer, Chief Accounting Officer, Chief Transformation Officer, Chief Human Resources Officer, Chief Delivery Officer and other senior leadership positions in the second half of 2017 to our executive leadership team.

•	In addition, Robert S. Rathbun, formerly Executive Vice President and Chief Operating Officer - Customer Experience of Chemical Bank, was appointed to a new role, Executive Vice President, Retail and East Region President, effective November 17, 2017.

•

Effective September 1, 2017, we entered into new one year term employment agreements with Mr. Provost and Mr. Torgow, replacing former 2016 service agreements entered into in connection with the Talmer merger that provided for base salaries of $1,000,000 per year for a period of two years. These new employment agreements stipulated that each of Mr. Provost and Mr. Torgow would be paid a base salary of $1.00 per year and receive 23,000 fully-vested common shares. The Compensation Committee, along with each of these executives, agreed to this arrangement due to the shared belief that this would better align the executives’ interests with those of our shareholders by immediately increasing their stock ownership in the Corporation in lieu of additional cash salary payments, and thus further incent each executive to intently focus on future growth and the execution of our strategic plan.

•

Effective October 16, 2017, given his substantially enhanced role and responsibilities, we entered into a new employment agreement with Mr. Shafer, replacing his 2016 employment agreement entered into in connection with the Talmer merger. The new employment agreement was intended to align the terms of his employment and compensation for his new role and additional responsibilities as Vice Chair and President and Chief Executive Officer of Chemical Bank.

---

---

•	Performance Differentiation - All other things being equal, high-performing executives should receive, on a relative basis, more cash compensation than their average-performing counterparts, including larger annual salary increases as a percentage of current salary and higher annual incentive payouts relative to target.

•	Paying for Performance - Incentive compensation should comprise the majority of an executive’s total compensation package, and payouts should scale incrementally with corporate achievement of established financial goals.

•	Market Competiveness - Executive wages should fall within a range that is representative of reasonable wage rates in the banking industry for the position, and should be sufficient to attract and retain the best executive talent in the industry.

•	Alignment with Shareholders - Annual and long-term incentive goals and payouts should be calibrated in such a way that target and above-target compensation levels are only achieved by executives when our financial and market performance results indicate that intrinsic value has been created.

•	Management of Risk - Compensation amounts and incentive programs should carefully avoid the inadvertent creation of an incentive to take imprudent risks, while simultaneously encouraging investment, development and innovation.

•	Annually reviewing and approving the corporate and individual goals and objectives relevant to the compensation of our Chief Executive Officer;

•	Reviewing, recommending and approving the design of retirement, stock incentive, cash incentive, welfare and other compensation and benefit plans and administering such plans as approved by the board, subject to the provisions of each plan; and

•	Reviewing, recommending and approving employment agreements and severance arrangements for executive officers.

---

•	assists the Compensation Committee in identifying best practices related to executive and director compensation and compensation risk management;

•	provides market reference data for the Compensation Committee to consider in its deliberations;

•	updates the Compensation Committee on legislative, tax and regulatory matters that impact executive compensation; and

•	issues independent opinions on anticipated or planned decisions.

•	Limits on the amounts that may be earned under annual and long-term incentive awards diminish the potential reward of excessive risk taking;

•	The financial metrics on which incentives are based aligned to our financial goals and strategic plan and are both challenging and reasonable, motivating our executives to take appropriate, rather than risky or excessive actions, to achieve those goals; and

•	Stock ownership guidelines require executives to have significant “skin-in-the-game,” creating a disincentive for imprudent decision making.

---

•	Assets between $10 billion and $25 billion, based on fiscal year 2016 results; and

•	Market capitalization of at least $500 million.

•	Individual performance and achievements;

•	Level of experience and corresponding current compensation;

•	Equity of pay opportunity for executives with similar levels of responsibility for and impact on our performance results;

•	Magnitude of responsibilities within the Corporation;

•	Current competitive practices of peer group companies; and

•	Recommendations from the Chief Executive Officer and Vice Chair and President and Chief Executive Officer of Chemical Bank for executives (other than themselves).

---

(1)	Represents salary provided for under his Service Agreement entered into in connection with our merger with Talmer.

(2)	Represents salary provided for under his Employment Agreement entered into in September 2017, which supersedes the prior Service Agreement.

(3)	Represents salary provided for under his new Employment Agreement entered into in February 2018, which becomes effective commencing on July 1, 2018, which supersedes his prior Employment Agreement.

(4)	Represents salary provided for under his Employment Agreement dated August 31, 2016.

(5)	Represents salary effective March 17, 2018.

(6)	Represents salary provided for under his Employment Agreement entered into in September 2017, following his appointment as Vice Chair and President and Chief Executive Officer of Chemical Bank, which supersedes his prior Employment Agreement.

(7)	Represents salary provided for under his Offer Letter Agreement entered into in November 2017, following his appointment to a new role, Executive Vice President, Retail and East Region President, effective November 2017, which supersedes his prior Employment Agreement.

•	holding executive leadership accountable for the financial results of the organization;

•	rewarding and reinforcing the behaviors and achievements that produce positive financial results; and

•	hiring and retaining the best executive talent in the banking industry.

---

(1)	Mr. Provost and Mr. Torgow entered into new a one-year employment agreement, effective September 1, 2017, and agreed to forgo annual incentive compensation in 2017.

(2)

The Compensation Committee increased Mr. Shafer’s annual incentive target from 60% to 90% of base salary on July 1, 2017 in connection with his appointment as Vice Chair and President and Chief Executive Officer of Chemical Bank. This table reflects his potential incentive payout as 75% of base salary, which is the pro-rated percentage based on six months at the 60% rate and six months at the 90% rate.

(3)	In accordance with his Offer Letter Agreement, Mr. Rathbun’s 2017 annual incentive payout was based on his base salary prior to November 17, 2017, the effective date of the agreement.

(4)	Mr. Ramaker did not receive an annual cash incentive payment in 2017, because he retired before year-end.

•	adjusted earnings per share;

•	customer deposit growth; and

•	core non-interest expense control.

---

(1)	Presents the results of the weighted average achievement qualifier discussed below.

(2)	Adjusted EPS is defined as reported net income excluding merger and restructuring expenses, losses on sales of investment securities associated with treasury and tax management objectives, the revaluation of net deferred tax assets due to the enactment of the Tax Cuts and Jobs Act, and the change in fair value of loan servicing rights.

(3)	Deposit growth was measured by comparing the monthly average deposit balances for December 2017 with the monthly average deposit balances for December 2016.

(4)	Core noninterest expense is defined as reported noninterest expense excluding merger and restructuring expenses, variable compensation expense, amortization of tax credits and gain on sales of other real estate.

•	First, if our adjusted earnings per share for the year does not equal or exceed the shareholder cash dividends paid per share for the year, the final calculated payout to the named executive officers is reduced by 50%.

•	Second, if the weighted average achievement with respect to the three corporate goals does not exceed the threshold level (corresponding to a 50% payout), the payouts that named executive officers may earn under the individual and department components of the plan are limited to 100% of target.

---

(1)	Mr. Shafer's target incentive award changed from 60% to 90%, effective July 1, 2017, following his appointment to Vice Chair and President and Chief Executive Officer of Chemical Bank. This 75% annual incentive target is a pro-rated percentage based on six months at the 60% rate and six months at the 90% rate.

(2)	In accordance with his Offer Letter Agreement, Mr. Rathbun's 2017 annual target incentive award was based on his base salary prior to November 17, 2017.

---

•	ensure that executives have material “skin in the game” thereby aligning executive and shareholder interests;

•	reward executives for building long-term, sustainable shareholder value; and

•	complement our annual cash incentive plan to appropriately balance executive focus on both short- and long-term objectives.

•	Mr. Klaeser - an equity award equal to 80% of his base salary, to consist of 60% PRSUs, 40% of TRSUs

•	Mr. Shafer - an equity award equal to 70% of his base salary, to consist of 60% PRSUs, 30% stock options and 10% TRSUs

---

---

(1)	Adjusted to exclude merger and restructuring expenses, net gain on the sale of branches and the change in fair value in loan servicing rights

(2)

The adjusted efficiency ratio excludes merger and restructuring expenses, losses on sales of investment securities in the fourth quarter of 2017 as part of our treasury and tax management objectives, the revaluation of net deferred tax assets, amortization of intangibles, impairment of income tax credits, the net interest income fully tax equivalent adjustment, the change in fair value on loan servicing rights, and losses/gains from sale of investment securities and closed branch locations.

---

---

---

(1)	Includes salary deferred under the Chemical Financial Corporation 401(k) Savings Plan and the Chemical Financial Corporation Nonqualified Deferred Compensation Plan. For a description of changes related to base salary in 2017, see the discussion entitled "Elements of Compensation–Base Salary" in the Compensation Discussion and Analysis section of this Proxy Statement.

(2)	These amounts reflect an annual discretionary bonus determined by the Compensation Committee, as further explained under "Elements of Compensation–2017 Discretionary Bonuses" in the Compensation Discussion and Analysis section of this Proxy Statement.

(3)	This amount represents a retention bonus paid to Mr. Rathbun in connection with his change in role, as further described under "Employment Agreement and Offer Letter Agreement with Mr. Rathbun" in the Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table section of this Proxy Statement.

(4)

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 17 to our 2017 consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

(5)	Represents the grant date fair value of fully-vested shares of our common stock granted to Mr. Provost and Mr. Torgow in 2017.

---

(6)

Represents the following amounts: Mr. Klaeser – $560,228 of PRSUs and $384,611 of TRSUs; Mr Shafer – $426,961 of PRSUs and $220,380 of TRSUs; Mr. Rathbun – $136,943 of PRSUs and $23,100 of TRSUs; and Mr. Ramaker – $1,940,806 of PRSUs, of which $1,458,319 resulted from the inclusion of incremental fair value as of the modification date for awards modified under his release agreement related to his retirement, and $569,459 of TRSUs, of which $488,073 resulted from the inclusion of incremental fair value as of the modification date for awards modified under his release agreement related to his retirement. The PRSUs were determined to have a value at the grant date based on management's assessment that it was probable that the PRSUs would vest in 2020 at 1.0x the number of units granted. However, if the highest level of performance conditions with respect to the PRSUs granted in 2017 are satisfied, then the value of the PRSUs, determined as of the grant date would be as follows: Mr. Klaeser – $840,342; Mr. Shafer – $640,466; Mr. Rathbun – $205,440; and Mr. Ramaker – $723,730.

(7)

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 our valuation assumptions, see Note 17 to our 2017 consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. Other than as described in the Grants of Plan-Based Awards table related to modified awards, the per share exercise price of each option award was equal to the market value of our common stock on the date each option was granted.

(8)	Includes $533,208 of incremental fair value as of the modification date for awards modified as a result of Mr. Ramaker's retirement.

(9)	For a further description of how the Compensation Committee determined incentive payments awarded in 2017, see the discussion entitled "Elements of Compensation–Annual Cash Incentive Plan" under the Compensation Discussion and Analysis section of this Proxy Statement.

(10)

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, our Supplemental Pension Plan (Supplemental Plan), as he is the only individual 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, 2017 were 3.68% and 3.38%, respectively. In addition, for 2017, for Mr. Ramaker only, includes $25,379 of preferential earnings associated with the lump sum payment under the Supplemental Plan further discussed in the "2017 Nonqualified Deferred Compensation" table.

(11)	Amounts in this column include the following for 2017:

•	Mr. Provost: $16,200 of employer contributions to the 401(k) Savings Plan; $1,371 consisting of the taxable portion of employer paid premiums for life insurance; $6,231 of additional stipend to cover other company deductions; $3,738 in car allowances; and $33,654 in company-paid club dues.

•	Mr. Klaeser: $16,200 of employer contributions to the 401(k) Savings Plan; $1,980 consisting of the taxable portion of employer paid premiums for life insurance; $7,854 in dividend equivalents earned on TRSUs; and $10,620 in company-paid club dues.

•	Mr. Torgow: $16,200 of employer contributions to the 401(k) Savings Plan; $1,371 consisting of the taxable portion of employer paid premiums for life insurance; $6,231 of additional stipend to cover other company deductions; $3,738 in car allowances; and $4,763 in company-paid club dues.

•	Mr. Shafer: $16,200 of employer contributions to the 401(k) Savings Plan; $1,290 consisting of the taxable portion of employer paid premiums for life insurance; $4,353 in dividend equivalents earned on TRSUs; $14,400 in car allowances; and $16,732 in company-paid club dues.

•	Mr. Rathbun: $8,077 of employer contributions to the 401(k) Savings Plan; $690 consisting of the taxable portion of employer paid premiums for life insurance; $4,825 in dividend equivalents earned on TRSUs; $10,800 in car allowances; and $4,985 in company-paid club dues.

•

Mr. Ramaker: $435,472 in salary continuation payments and a lump sum payment related to his release agreement entered into in connection with his retirement; $22,575, which represents the value of the automobile he received under his release agreement; $5,211 of employer contributions to the 401(k) Savings Plan; $1,295 consisting of the taxable portion of employer paid premiums for life insurance; $5,569 in dividend equivalents earned on TRSUs; $41 in personal use of company car; and $2,498 in company-paid club dues.

(12)	Mr. Provost, Mr. Shafer and Mr. Torgow joined the Corporation on August 31, 2016 upon completion of the Talmer merger and qualified as named executive officers for the first time in 2017.

(13)	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.

(14)	Mr. Rathbun was named to the executive leadership team during the year ended December 31, 2015 and qualified as a named executive officer for the first time in 2016.

---

(1)

For each named executive officer, amounts reported represent the potential payout range pursuant to our 2017 Annual Incentive Plan, with all payments subject to achievement of corporate and individual performance objectives. The 2017 Annual Incentive Plan is further explained in the Compensation Discussion and Analysis section of this Proxy Statement. Actual amounts earned are included in the column entitled “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table above.

(2)	The values shown are the aggregate grant date fair value for initial awards, or the incremental fair value as of the modification date for modified awards, computed in accordance with FASB ASC Topic 718.

(3)	Represents an award of fully-vested shares pursuant to his July 1, 2017 employment agreement.

(4)

Represents the award of PRSUs granted in 2017 under the Stock Incentive Plan of 2015, with a performance period that ends on December 31, 2018. The vesting is subject to the achievement of pre-established performance targets and the officer’s continued service through the vesting date. See “Elements of Compensation–Long-Term Equity Compensation–January 4, 2017 Equity Awards to Mr. Klaeser and Mr. Shafer” of the Compensation Discussion and Analysis of this Proxy Statement for a description of the terms of this award. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited.

---

(5)

Represents the award of TRSUs granted in 2017 under the Stock Incentive Plan of 2015. With respect to Mr. Klaeser, 1,523 units will vest on August 31, 2019 and 2,284 units will vest August 31, 2021. With respect to Mr. Shafer, all of his units cliff vest on August 31, 2021. Any vested units will convert to shares of our common stock on a one-for-one basis. TRSUs that do not vest will be forfeited.

(6)

Represents the award of PRSUs granted in 2017 under the Stock Incentive Plan of 2015, with a performance period that ends on December 31, 2019. Except with respect to Mr. Ramaker as described in footnote 12 below, the vesting is subject to the achievement of pre-established performance targets and the officer’s continued service through the vesting date. See “Elements of Compensation-Long-Term Equity Compensation–February 21, 2017 Equity Awards to All Named Executive Officers” of the Compensation Discussion and Analysis of this Proxy Statement for a description of the terms of this award. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited.

(7)	Represents the award of TRSUs granted in 2017 under the Stock Incentive Plan of 2015, which, except with respect to Mr. Ramaker as described in footnote 12 below, cliff vest five years after the February 21, 2017 grant date. Any vested units will convert to shares of our common stock on a one-for-one basis. TRSUs that do not vest will be forfeited.

(8)	Represents the award of stock options granted in 2017 under the Stock Incentive Plan of 2015.

(9)

Represents the award of PRSUs granted in 2017 under the Stock Incentive Plan of 2017, with a performance period beginning July 1, 2017 that ends on December 31, 2019. The vesting is subject to the achievement of pre-established performance targets and the officer’s continued service through the vesting date. See “Elements of Compensation-Long-Term Equity Compensation–August 9, 2017 Equity Awards to Mr. Shafer” of the Compensation Discussion and Analysis of this Proxy Statement for a description of the terms of this award. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited.

(10)	Represents the award of TRSUs granted in 2017 under the Stock Incentive Plan of 2017, which cliff vest five years after the August 9, 2017 grant date. Any vested units will be converted to shares of our common stock on a one-for-one basis. TRSUs that do not vest will be forfeited.

(11)	Represents the award of stock options granted in 2017 under the Stock Incentive Plan of 2017.

(12)	Mr. Ramaker retired in August 2017. Under his release agreement related to his retirement, we agreed to:

•	continue to vest his PRSUs granted on February 21, 2017, even though he will not meet the service requirements;

•	fully vest his TRSUs granted on February 21, 2017; and

•	fully vest his stock options granted on February 21, 2017.

(13)

As described in footnote 12 above, because we agreed to modify Mr. Ramaker’s February 21, 2017 awards under his release agreement, this amount represents the incremental fair value as of the August 9, 2017 modification date , computed in accordance with FASB ASC Topic 718, and with respect to the TRSUs includes corresponding dividend equivalent units earned since the original February 21, 2017 grant date.

(14)

Under Mr. Ramaker’s release agreement related to his retirement, we agreed to continue to vest his PRSUs granted in 2015 under the Stock Incentive Plan of 2012, even though he will not meet the service requirements, and continue to vest his PRSUs granted in 2016 under the Stock Incentive Plan of 2015, even though he will not meet the service requirements. Because of these modifications, for accounting purposes, each of these awards were deemed to be re-issued on August 9, 2017. This amount represents the incremental fair value as of the August 9, 2017 modification date of the 2016 and 2015 awards, computed in accordance with FASB ASC Topic 718.

(15)

Under Mr. Ramaker’s release agreement related to his retirement, we agreed to fully-vest his TRSUs granted in 2013, 2014 and 2015 under the Stock Incentive Plan of 2012, and his TRSUs granted in 2016 under the Stock Incentive Plan of 2015. Because of these modifications, for accounting purposes, each of these awards were deemed to be re-issued on August 9, 2017. This amount represents the incremental fair value as of the August 9, 2017 modification date of the 2013, 2014, 2015 and 2016 TRSU awards, computed in accordance with FASB ASC Topic 718, including corresponding dividend equivalent units earned since the original grant dates.

(16)

Under Mr. Ramaker’s release agreement related to his retirement, we agreed to fully vest his stock options granted in 2016. Because of the modification, for accounting purposes, the 2016 award was deemed to be re-issued on August 9, 2017, at the original exercise price. This amount represents the incremental fair value as of the August 9, 2017 modification date of the 2016 award, computed in accordance with FASB ASC Topic 718.

---

•	Mr. Provost to serve as our Chief Executive Officer and President; and

•	Mr. Torgow to serve as our Chair.

•	entitled to an annual base salary of $1.00 (which was decreased from each executive’s annual salary of $1.0 million under each of their previous Service Agreements);

•	received a grant of 23,000 fully-vested shares of our common stock on September 1, 2017;

•	eligible to participate in our annual bonus and equity programs for senior executives;

•	entitled to an annual taxable stipend to cover deduction for other benefits under our group health care plan in the amount of $20,000;

•	entitled to a monthly automobile allowance of $900; and

•	reimbursement for membership in two country clubs of his selection.

---

---

---

•	salary continuation benefits equal to $2,755,322 (paid in installments as set forth in the release agreement over a period of 52 bi-weekly payments);

•	a lump sum payment of $20,088;

•	accelerated vesting of 32,195 nonqualified stock options with an exercise price of $32.81 per share and 24,299 nonqualified stock options with an exercise price of $53.72 per share;

•	accelerated vesting of 10,396 TRSUs which converted into shares of our common stock;

•	the restrictions on an aggregate of 36,824 PRSUs will continue to lapse as the applicable performance conditions are met and such units will convert into shares of our common stock;

•	payment of outplacement services for up to 12 months;

•	following payment of the last salary continuation payment described above, we will pay Mr. Ramaker a stipend equal to $1,377,661 payable in 26 equal bi-weekly installments; and

•	title to the automobile used by Mr. Ramaker.

•	engage in activities that compete with us in any county in which we have a branch office, ATM, loan processing center or other facility, subject to limited exceptions;

•	solicit any of our customers or prospective customers to whom he provided services, or for whom he transacted business, or whose identity became known to him in connection with his employment; and

•	solicit any of our employees to apply for or accept employment or a business opportunity with another person or entity.

---

(1)	Represents the closing market price of our common stock on the date of the grant, or with respect to Mr. Ramaker's modified awards, the original grant date.

(2)	With respect to Mr. Ramaker, all option awards were modified to expire on August 9, 2020 in accordance with his release agreement related to his retirement.

(3)	Computed by multiplying the number of shares reported in the preceding column by the closing price of our common stock as reported on The NASDAQ Stock Market® at December 31, 2017 of $53.47 per share.

(4)

Represents PRSUs that are subject to the achievement of pre-established performance targets and the officer’s continued service through the vesting date, which is on the date of the issuance of the audit opinion with respect to our consolidated financial statements that include the year ending on the last day of the performance period. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited. The number of unearned PRSUs reported assumes the units are earned and vested at 1.5x the number of units granted (representing satisfaction of corporate performance goals at the maximum performance level).

(5)	This award represents the modification of a previously granted award as modified under his release agreement related to his retirement.

(6)	Represents stock options that were granted by Talmer that we assumed in the merger.

(7)	Represents stock options that vest ratably on the anniversary date of the grant date over a period of five years.

(8)	Represents 17,269 shares of unvested shares of restricted stock granted to Mr. Provost by Talmer that were assumed by us in the merger of which 8,635 will vest on February 22, 2018 and 8,634 will vest on February 22, 2019, based on his continued employment.

---

(9)	Represents the following unvested awards granted to Mr. Klaeser:

•	10,497 shares of restricted stock granted by Talmer that were assumed by us in the merger of which 5,249 will vest on February 22, 2018 and 5,248 will vest on February 22, 2019, based on his continued employment.

•	3,889 TRSUs, which includes 82 dividend equivalent units earned since the grant date, that vest 40% on August 31, 2019 and 60% on August 31, 2021, based on his continued employment.

•	3,347 TRSUs, which includes 71 dividend equivalent units earned since the grant date, that cliff vest on the fifth anniversary of the February 21, 2017 grant date, based on his continued employment.

(10)	Represents the following shares of unvested PRSUs granted to Mr. Klaeser:

•	8,567 shares with a performance period ending December 31, 2018 that vest as described in footnote 4, above.

•	7,922 shares with a performance period ending December 31, 2019 that vest as described in footnote 4, above.

(11)	Represents 17,269 shares of restricted stock granted to Mr. Torgow by Talmer that were assumed by us in the merger of which 8,635 will vest on February 22, 2018 and 8,634 will vest on February 22, 2019, based on his continued employment.

(12)	Represents the following unvested awards granted to Mr. Shafer:

•	10,497 shares of restricted stock granted by Talmer that were assumed by us in the merger of which 5,249 will vest on February 22, 2018 and 5,248 will vest on February 22, 2019, based on his continued employment.

•	3,287 TRSUs, which includes 69 dividend equivalent units earned since the grant date, that cliff vest on August 31, 2021, based on his continued employment.

•	566 TRSUs, which includes 12 dividend equivalent units earned since the grant date, that cliff vest on February 21, 2022, based on his continued employment.

•	307 TRSUs, which includes 3 dividend equivalent units earned since the grant date, that cliff vest on August 9, 2022, based on his continued employment.

(13)	Represents the following shares of unvested PRSUs granted to Mr. Shafer:

•	4,827 shares with a performance period ending December 31, 2018 that vest as described in footnote 4, above.

•	8,264 shares with a performance period ending December 31, 2019 that vest as described in footnote 4, above.

(14)	Represents the following unvested awards granted to Mr. Rathbun:

•	665 TRSUs that cliff vest on February 22, 2018, based on his continued employment.

•	702 TRSUs that cliff vest on February 18, 2019, based on his continued employment.

•	684 TRSUs that cliff vest on February 27, 2020, based on his continued employment.

•	667 TRSUs that cliff vest on February 16, 2021, based on his continued employment.

•	1,287 TRUSs that cliff vest on August 31, 2019, based on his continued employment.

•	439 TSRUs that cliff vest on February 21, 2022, based on his continued employment.

•	1,583 shares with a performance period ending December 31, 2017 for which the performance conditions have been met but will not vest until the service condition is met as described in footnote 4, above.

(15)	Represents the following shares of unvested PRSUs granted to Mr. Rathbun:

•	6,429 shares with a performance period ending December 31, 2018 that vest as described in footnote 4, above.

•	4,160 shares with a performance period ending December 31, 2019 that vest as described in footnote 4, above.

(16)	Represents 20,288 shares of unvested PRSUs for which the performance conditions have been met but will not vest until the date of the issuance of the audit opinion with respect to our consolidated financial statements for the year ended December 31, 2017.

---

(17)	Represents the following shares of unvested PRSUs granted to Mr. Ramaker:

•	20,294 shares with a performance period ending December 31, 2018 that vest at the end of the performance period on the date of the issuance of the audit opinion with respect to our consolidated financial statements for the year ended December 31, 2018.

•	14,655 shares with a performance period ending December 31, 2019 that vest at the end of the performance period on the date of the issuance of the audit opinion with respect to our consolidated financial statements for the year ended December 31, 2019.

(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.

(3)	The number of shares shown is the gross number of shares covered by awards that vested in 2017. Shares for the required tax withholding were deducted from the gross number of shares vested, resulting in a smaller number of shares acquired upon vesting.

(4)	The dollar values reported in this column were calculated using the closing price of our common stock as reported on The NASDAQ Stock Market® on the vesting date of the stock awards.

(5)	Represents stock options that were granted by Talmer that we assumed in the merger.

---

---

(1)	Amounts included in this column are included in the "Salary" column in the Summary Compensation Table.

(2)	Amounts included in this column are not included in the Summary Compensation Table with the exception of $25,379 of the aggregate earnings of Mr. Ramaker under the Supplemental Plan considered to be preferential earnings and reported in the Summary Compensation Table as "Change in Pension Value and Nonqualified Deferred Compensation Earnings."

(3)

The aggregate balance at last fiscal year-end shown in this column includes contributions in prior years which were reported as “Salary” and "All Other Compensation" on the Summary Compensation Table for the applicable year. For Mr. Provost, Mr. Klaeser, Mr. Torgow and Mr. Shafer, the aggregate balance at fiscal year-end includes deferred compensation directed into the Talmer Executive Deferred Compensation Plan prior to the Talmer merger. The Talmer Executive Deferred Compensation Plan was assumed by the Corporation as part of the merger. Contributions for Mr. Ramaker of $608,978 have previously been reported as “Salary” and $1,898,082 have previously been reported as "All Other Compensation." For Mr. Ramaker, the amount reflected in this column includes his balance under the Deferred Compensation Plan and the benefit formerly owing Mr. Ramaker under the Supplemental Plan, which became payable in a lump-sum payment upon completion of the Talmer merger. Pursuant to the First Amendment to his release agreement, the Compensation Committee and the board of directors determined to delay payment of the amount owing under the Supplemental Plan to Mr. Ramaker to comply with Internal Revenue Code Section 409A, with such payments to be made on the first payroll period of the seventh month after his August 8, 2017 separation from service.

(4)	Represents the benefit formerly owing to 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 3 above. This benefit accrues interest at an annual rate of 4.5% compounded monthly and is payable in one lump sum in March 2018.

•	by either executive or us at any time or for any reason or for no reason upon not less than 30 days prior written notice;

•	by us for cause (as defined in the employment agreement) without prior notice;

•	by the executive for good reason (as defined in the employment agreement) with prior written notice; and

•	upon executive’s death or if executive is disabled (as defined in the employment agreement).

---

---

---

•	all unvested stock options will immediately vest, and together with other vested stock options, will remain exercisable for a period of three years from termination;

•	all outstanding time-based restricted stock units will automatically vest; and

•	all performance-based restricted stock units will remain outstanding, subject to their original performance goals, and the restrictions will not lapse until such goals have been attained, at which time the restrictions will lapse at the relevant performance level attained, as if Mr. Rathbun had remained employed through the last day of the performance period.

---

(1)	Pursuant to executive employment agreements, amounts reported for each named executive officer are as follows:

•	Mr. Provost and Mr. Torgow: two times the sum of (a) base salary, and (b) $1.5 million. With respect to a qualifying termination following a change in control, the amount shown will be paid but contributed directly to the Community Foundation of Southeastern Michigan, a tax-exempt public charity. At the same time, in the spirit of generosity to the community and not as compensation to either

---

•

Mr. Klaeser and Mr. Shafer: (i) two times the sum of (a) base salary, and (b) the average of the executive's cash bonus paid in each of the last three years, (ii) an amount equal to 24 times the executive's monthly contribution toward health, prescription drug and dental coverage, and (iii) an estimate of $15,996 related to the cost to provide outplacement services for a period of up to 12 months after termination of employment.

•

Mr. Rathbun: In the case of termination without cause, the sum of (a) 6 months of base salary and (b) $100,000. In the case of termination in connection with a qualifying termination following a change in control (i) one times the sum of (a) base salary, and (b) the average of his cash bonus paid in each of the last three years, (ii) an amount equal to 12 times the executive's monthly contribution toward health, prescription drug and dental coverage, and (iii) an estimate of $15,996 related to the cost to provide outplacement services for a period up to 12 months after termination of employment. For purposes of this disclosure, we have provided the change in control benefits payable to Mr. Rathbun under his February 27, 2018 change in control agreement, even though the agreement was not in effect at year end 2017.

(2)	Amount represents the aggregate realizable value of unvested in-the-money stock options that would vest in connection with a termination event on December 31, 2017. The valuation of these awards is based on the exercise price of the stock options and the closing price of our common stock as reported on The NASDAQ Stock Market® at December 31, 2017 of $53.47 per share.

(3)	Amount represents the market value, excluding dividend equivalents, of unvested TRSUs and restricted stock awards that would vest in connection with a termination event on December 31, 2017. The valuation of these awards is based on the closing price of our common stock as reported on The NASDAQ Stock Market® at December 31, 2017 of $53.47 per share.

(4)

Amount represents the market value of unvested PRSUs that would vest, or continue to vest in accordance with their original terms, in connection with a termination event on December 31, 2017. The valuation of these awards is based on the closing price of our common stock as reported on The NASDAQ Stock Market® at December 31, 2017 of $53.47 per share. PRSUs earned in 2017 but still subject to service restrictions on December 31, 2017 have been earned at the maximum payout level and are reported at maximum. Subsequent awards are reported at target.

---

(1)	Paid over 24 months, in bi-weekly payments, beginning August 2017.

(2)	Paid in one lump sum in August 2017.

(3)	Bi-Weekly payments begin in August 2019 and continue for 12 months.

(4)	Payable in one lump sum in March 2018, includes $134,520 in interest earned from August 31, 2016 through the payment date.

(5)	Payable in monthly installments, beginning March 2018, as a 50% joint and survivor annuity with 10 years certain election.

(6)	Paid in monthly installments in 2017.

(7)	Paid in monthly installments as of December 31, 2017.

(8)	Under Mr. Ramaker’s release agreement related to his retirement, we agreed to fully vest his stock options granted in 2016 and 2017. The valuation of these awards is based on the difference between the closing price of our common stock as reported on The NASDAQ Stock Market® at August 9, 2017 of $46.95 per share and the strike price per share.

(9)	As the exercise price exceeded the market value at August 9, 2017, these shares were deemed to have no value.

(10)

Under Mr. Ramaker’s release agreement related to his retirement, we agreed to fully-vest his TRSUs granted in 2013, 2014 and 2015 under the Stock Incentive Plan of 2012, and his TRSUs granted in 2016 and 2017 under the Stock Incentive Plan of 2015. The modified awards were granted as of August 9, 2017 and included corresponding dividend equivalent units earned since the original grant dates. This amount represents the fair value as of the August 9, 2017 modification date of the 2013, 2014, 2015, 2016 and 2017 TRSU awards, computed using our NASDAQ Stock Market® common stock price at August 9, 2017 of $46.95 per share.

---

(11)	2015 PRSUs will vest at 150% of target, while 2016 and 2017 PRSUs are estimated to vest at 100% of target. This amount represents the fair value as of the August 9, 2017 modification date of the 2015, 2016 and 2017 PRSU awards, computed using our NASDAQ Stock Market® common stock price at August 9, 2017 of $46.95 per share.

•	the median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was $39,972; and

•	the total annual compensation of our Chief Executive Officer was $1,932,464, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement.

1.	We determined that as of December 31, 2017, our employee population consisted of 3,132 individuals with all of these individuals located in the United States. This population included our full-time, part-time, seasonal and temporary employees. However, it did not include independent contractors who were employed by and had their compensation determined by unaffiliated third parties.

2.

To identify the “median employee” from our employee population, we compared the wages of our employees as reflected in our payroll records and reported in Box 5, Medicare Wages, to the Internal Revenue Service on Form W-2 for 2017. Because we offer a variety of compensation arrangements to our employees, including base salary, bonus, commissions and other incentive arrangements, we believe this was the most appropriate and comprehensive methodology for capturing the many different compensation arrangements we offer. We identified our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation.

3.

We annualized the compensation of employees that we hired in 2017, who were not employed for the full year, by dividing their 2017 W-2 Box 5, Medicare Wages, by (a) the number of regular hours they worked in 2017, plus (b) the number of overtime hours they worked in 2017 times 1.5, and then multiplied the result by their full-time or part-time standard annual hours. This methodology enabled us to annualize compensation for part-time employees without making a full-time equivalent adjustment for part-time employees.

4.	Since all of our employees are located in the United States, as is our Chief Executive Officer, we did not make any cost-of-living adjustments in identifying our “median employee.”

5.	Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $39,972.

6.	With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our Summary Compensation Table included in this Proxy Statement.

---

---

(1)

Represents the aggregate dollar amount of all fees earned or paid in cash for services as a director of the Corporation 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 2017 were as follows: $95,833 by Mr. Fitterling, $46,667 by Mr. Lievense, $86,500 by Ms. Mahone, $49,750 by Mr. Pelizzari, $105,300 by Mr. Stauffer, $67,500 by Mr. Tate and $87,500 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 retainers paid to each director in 2017 and deferred and invested in stock units representing shares of our 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 2017 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)	Mr. Anderson retired from the board of directors effective at the 2017 annual meeting.

(5)	Prior to October 1, 2017, Mr. Lievense served as an employee director.

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

---

---

---

---

---