CHFC 2018 Proxy Statement

The following table details the former and current base salaries of our named executive officers (other than Mr. Ramaker who retired in August 2017) for the periods presented. The "Summary Compensation Table" below reflects the actual base salary paid to each of our named executive officers in 2017. Named Executive Officer 2017 Base Salary Before Leadership Changes 2017 Base Salary After Leadership Changes 2018 Base Salary David T. Provost Chief Executive Officer and President $1,000,000 (1) $1 (2) $950,000 (3) Dennis L. Klaeser Chief Financial Officer 550,000 (4) 550,000 (4) 750,000 (5) Gary Torgow Chairman 1,000,000 (1) 1 (2) 950,000 (3) Thomas C. Shafer Vice Chair and President and Chief Executive Officer of Chemical Bank 425,000 (4) 750,000 (6) 950,000 (5) Robert S. Rathbun Retail and East Region President 330,000 (4) 250,000 (7) 250,000 (7) (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. 31 Annual Cash Incentive Plan 2017 Plan Overview We provide an annual cash-based incentive plan in which our executive officers participate, because we believe it is a critical tool for: • 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. 2017 Potential Incentive Opportunities The Compensation Committee is responsible for annually determining the target incentive opportunities offered under this plan to all executive officers, expressed as a percentage of base salary. The Compensation Committee considers a variety of factors to set these target incentive opportunities, including an executive’s experience, performance and retention risk, as well as peer group benchmark data.