Exhibit 10(e)-9


 


TCF
FINANCIAL CORPORATION


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT
(this “Agreement”) is entered into effective as of January 1, 2008 (the “Effective
Date”), by and between TCF Financial Corporation (“TCF Financial” or the “Company”)
and Craig Dahl, Executive Vice President of the Company (“Executive”), as an
amendment and restatement of the prior agreement dated April 26, 1999.


 


R  E  C  I
T  A  L  S :


 


WHEREAS, the Company and Executive have
previously executed an agreement (the “Prior Agreement”);


 


WHEREAS, as a result of the enactment of
Internal Revenue Code (“IRC”) § 409A, the Company and the Executive desire to
amend the Agreement in order to insure that payments under this Agreement
qualify for the Short Term Deferral and/or the Separation Pay Plan exception
outlined in Treas. Reg. § 1.409A-1(b)(4) and § 1.409A-1(b)(9), respectively, or
are “permissible payments” under Treas. Reg. § 1.409A-3;


 


NOW, THEREFORE, in consideration of the
expected contributions and responsibilities of Executive and the other mutual
promises, terms and conditions hereinafter provided, the parties hereto agree
as follows:


 


Section 1 -
Definitions


 


1.1          
A “Change in Control” shall mean:


 


(a)          During
any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of TCF Financial cease for any
reason to constitute a majority thereof, unless the election or nomination for
election of each new Director was approved by a vote of at lease two-thirds of
the Board members then still in office who were Board members at the beginning
of the period or who were similarly nominated;


 


(b)          Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), is or becomes the “beneficial owner” (as such term is defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of TCF
Financial representing twenty-five percent (25%) or more of TCF Financial’s
outstanding securities, except for any securities purchased by TCF’s employee
stock ownership plan and trust and any person who becomes a twenty-five percent
(25%) beneficial owner solely as a result of stock repurchases by TCF
Financial; or


 


(c)          The
shareholders of TCF Financial approve, and there is consummated, a dissolution
or liquidation, or a merger, consolidation or other corporate


 













 


reorganization of TCF Financial under
circumstances in which TCF Financial will not be the surviving party; or


 


(d)          The
Board of Directors of TCF Financial shall approve, and there is consummated,
the sale of all, or substantially all, of the business or assets of TCF
Financial; or


 


(e)          The
Board of Directors of Winthrop Resources Corporation (hereinafter referred to
as Winthrop”) or the Board of Directors of TCF Leasing, Inc., or any other
equipment finance leasing company headed by Executive which is an affiliate of
Winthrop or a subsidiary of TCF Financial (hereinafter TCF Leasing, Inc. and
any other such leasing company affiliate are jointly referred to as “New
Leasing Co.”)shall approve, and there shall be consummated, a dissolution or
liquidation, or a merger, consolidation or other corporate reorganization of
Winthrop or New Leasing Co., or of the Value Added line of business or either,
such that Winthrop, New Leasing Co., or the Value Added line of business of any
of them is no longer owned or controlled by TCF Financial.


 


(f)           
Notwithstanding the foregoing, a sale, spin-off or other reorganization of the
small ticket business of Winthrop or New Leasing Co. shall not be deemed a
change in control under this Agreement, and any internal reorganization or
combination of TCF-affiliated companies with each other shall also not be
deemed a change in control under this Agreement.


 


1.2          
The “Code” shall mean the Internal Revenue Code of 1986, as amended.


 


1.3          
“Date of Termination” shall mean:


 


(a)          
If death or Disability under Section 7.1 of this Agreement automatically
terminates Executive’s employment, the date on which the event that triggered
that automatic termination occurred; or


 


(b)          
If Executive’s employment is terminated by Executive, whether for Good Reason
or otherwise under Section 7.3 of this Agreement, or by TCF Financial under
Section 7.2 of this Agreement, the date specified in Section 7.4 of this
Agreement.


 


1.4               
“Disability” shall mean Executive is “disabled” for purposes of TCF’s long term
disability coverage and is entitled to benefits under such coverage.


 


1.5                
“Good Reason” shall be deemed to exist if within two years after a Change in
Control, without Executive’s express written consent, there is (i) any material
diminution in the scope of the Executive’s authority and responsibility
(provided, however, in the event of any illness or injury which disables the
Executive from performing the Executive’s duties, the Company may reassign the
Executive’s duties to one or more other


 













 


employees until the Executive is able to
perform such duties); (ii) a material diminution in the Executive’s base
compensation (salary, bonus opportunity, benefits or perquisites as in effect
before the Change in Control); (iii) a material diminution in the authority,
duties, responsibilities of the supervisor to whom the Executive is required to
report; (iv) a material diminution in the budget over which the Executive  retains authority; (v) a material change in
geographic location at which the Executive must perform the services; or (vi)
any other action or inaction that constitutes a material breach by the Company
of the Executive’s  employment agreement
under which the Executive provides services. In the event the Executive
proposes to terminate his employment for Good Reason under this paragraph, the
Executive shall first provide written notice to the Company of the existence of
the condition described as Good Reason not less than 90 days after the initial
existence of the condition. The Company will have an opportunity to correct any
curable situation to the reasonable satisfaction of the Executive within the
period of time specified in the notice which shall not be less than thirty (30)
days. If such correction is not so made or the circumstances or situation is
such that it is not curable, the Executive may, within thirty (30) days after
the expiration of the time so fixed within which to correct such situation (but
not more than two years after the initial existence of the Good Reason), give
written notice to the Company that his employment is terminated for Good Reason
effective forthwith. For purposes of this paragraph termination of employment
shall mean a complete cessation of services for the Company.


 


1.6          
The “TCF Financial Board” shall mean the Board of Directors of TCF Financial.


 


1.7          
The “TCF Compensation Committee” shall mean such members of the Compensation
Committee of the TCF Financial Board who qualify as independent or as
non-employees from time to time under Rule 16b-3 of the Securities Exchange
Commission or under Section 162(m) of the Internal Revenue Code, and their related
rules, regulations and pronouncements.


 


1.8          
“Notice of Termination” shall mean a notice, from TCF Financial or from
Executive, which shall indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated and shall state the effective date
of the termination.


 


1.9          
“Secret or Confidential Information” means secret or confidential information
of TCF Financial which Executive obtains during the Term of this Agreement
(including secret or confidential information of predecessors, subsidiaries and
affiliates), including but not limited to lists of customers; contract terms;
bidding information and strategies; salary information with respect to
employees; financial product design information; business plans; and anything
else deemed to be proprietary, provided that secret or confidential information
shall not include information reasonably available to the general public.


 













 


1.10        
Termination for “Cause” by TCF Financial of Executive’s employment under this
Agreement shall mean termination which is determined by the TCF Compensation
Committee to be on account of any one of the following: (i) Executive has
engaged in willful and recurring misconduct in not following the legitimate
directions of the Compensation Committee or of his supervisor; (ii) Executive
has been convicted of a felony or a crime involving theft or dishonesty and all
appeals from such conviction have been exhausted; (iii) Executive has engaged
in habitual drunkenness or use of illegal drugs; (iv)  Executive has been
excessively absent from work which absence is not related to Disability, sick leave
or authorized vacations; or (v) Executive has engaged in substantial conflicts
of interest between his personal interests and the interests of TCF Financial.


 


Notwithstanding
the foregoing, Executive shall not be deemed to have been terminated for Cause
unless and until (1) there shall have been delivered to Executive a written
notice of the intention to terminate his employment for Cause specifying the
grounds for such termination, providing a reasonable opportunity to cure any
conduct or act, if curable, alleged as grounds for such termination, and; (2)
following delivery of such written notice, Executive shall have been given a
reasonable opportunity to present to the TCF Compensation Committee his
position regarding any dispute relating to the existence of such Cause.


 


Section 2 -
Employment and Term


 


2.1          Employment. 
TCF Financial agrees to employ Executive, and Executive agrees to serve, as an
Executive Vice President of TCF Financial.  Executive agrees to accept
Employment on the terms and conditions set forth in this Agreement.


 


2.2          
Term.  The term of this Agreement (the “Term”) shall be a period
beginning on the Effective Date and ending on December 31, 2008. On each
December 31 thereafter, the remaining Term shall be extended by one year. 
If the TCF Compensation Committee shall determine on or prior to any such
December 31st  not to renew this Agreement, then the final
term of the Agreement shall be the two years after the December 31st immediately preceding the TCF Compensation
Committee’s determination and the Agreement shall not thereafter be renewed or
extended.


 


Section 3 -
Duties of Executive


 


3.1          
Time Devoted; Duties.  Executive shall have overall responsibility
for TCF Financial’s leasing and equipment finance operations. Executive shall
devote his entire time, attention and energies to his responsibilities and
shall render such administrative and management services to TCF Financial as
are customarily performed by persons situated in a similar executive capacity,
including those services prescribed from time to time by the TCF Compensation
Committee. Executive shall perform his duties under this Agreement in
accordance with such reasonable standards expected of employees with comparable
positions in comparable organizations and as may be established from time to
time by the Compensation Committee.


 













 


3.2         No
Conflicting Activities.  During the term of Executive’s employment
under this Agreement, Executive shall not engage in any business or activity
contrary to the business affairs or interests of TCF Financial.  Nothing
contained in this Section 3 shall be deemed to prevent or limit the right of
Executive to invest in the capital stock or other securities of any business or
engage in charitable or civic activities as long as such conduct or activity
does not interfere with Executive’s duties as set forth in Section 3.1.


 


Section 4 -
Compensation


 


4.1         Base
Compensation.  Executive shall receive for his services the following
Base Compensation:


 


(a)          
TCF Financial shall pay Executive an annual salary of $300,000.00 (“Base
Compensation”) payable in 26 equal bi-weekly installments.


 


(b)          
Any increase in Executive’s Base Compensation shall be left to the sole
discretion of the TCF Compensation Committee.  Executive’s Base
Compensation shall not be subject to reduction during the Term of this
Agreement except as otherwise provided in this Agreement.


 


4.2          Bonus
Compensation.  TCF Financial shall pay Bonus Compensation to Executive
in an amount determined by the TCF Compensation Committee in its sole
discretion, provided that Executive shall participate annually in any bonus
plan provided to comparable TCF executives (“Bonus Compensation”). 
Payment of Bonus Compensation shall be made promptly but no later than 2 1/2 months after the end of the calendar
year in which bonus was earned.


 


4.3          Additional
Compensation: Restricted Stock and Options: 
The Executive shall be entitled to such awards of restricted stock and
options as are approved by the TCF Compensation Committee from time to time.


 


4.4          Source
of Payments.  All payments provided for in this Agreement shall be
timely paid by TCF Financial.


 


Section 5 -
Employee Benefits/Fringe Benefits


 


5.1          Business
Expenses.  During the Term, TCF Financial shall reimburse Executive
for ordinary and necessary business expenses incurred by Executive in
performing his duties pursuant to this Agreement, including but not limited to
reasonable travel, entertainment and similar expenses that Executive incurs in
promoting the business of TCF Financial; provided, that TCF Financial shall not
reimburse any such expense which, prior to its being incurred, TCF Financial
directed Executive not to incur. The reimbursement shall be made upon
presentation to TCF Financial by Executive, from time to time, of an account of
such expenses in such form and in such detail as TCF Financial may request, and
shall comply with TCF Financial’s policies regarding expense reimbursement. In
the event any of these expenses are taxable to the Executive such


 













 


payments shall be made no later than 2 1⁄2
months after the end of the calendar year in which the expense was incurred.


 


5.2        
Fringe Benefits.  In addition to benefits specifically described
herein, Executive shall be entitled to receive from TCF Financial the fringe
benefits generally available to employees and to full-time senior management
employees of TCF Financial occupying the same or a similar position as
Executive, as such benefits may be changed from time to time.  As of the
Effective Date hereof, such fringe benefits consist of four weeks of vacation
annually (Executive’s shall be pro-rated for 1999); a $750 monthly allowance
for leasing of a company car; a country club membership; a home business
hook-up, phone line and Internet access for Executive’s home computer; an
annual executive physical; and tax preparation by KPMG. In the event any of
these fringe benefits are taxable to the Executive such payment by the Company
shall be made no later than 2 1⁄2 months after the end of the calendar year in
which the expense was incurred.


 


5.3         Benefits. 
Throughout the Term of this Agreement, TCF Financial shall make available to
Executive the benefits provided to executives generally under TCF Financial’s
general benefits programs including, but not limited to, the TCF Employees
Stock Purchase Plan (401-k Plan), the TCF Cash Balance Pension Plan, the
Deferred Compensation Plan, the Supplemental Employees Retirement Plan (“SERP”),
and medical/dental, group term life insurance (including optional insurance
which Executive may elect to purchase), disability coverage, and all other
benefit plans available to executives generally. Executive shall be eligible to
participate in these plans on the same terms and conditions as apply to TCF
executives generally.


 


Section 6 -
Confidentiality and Covenant Not to Compete


 


6.1        
Covenant Not to Compete.  In consideration of the compensation,
benefits and other valuable consideration provided to Executive under this
Agreement: (i) if TCF Financial terminates Executive’s employment with or
without Cause, (ii) if TCF Financial terminates Executive’s employment on
account of Disability and Executive is entitled to disability benefits under
TCF Financial’s disability benefit plan, or (iii) if Executive terminates
employment with or without Good Reason, Executive covenants and agrees that
Executive shall not do any of the following:


 


(a)          
Without the prior written consent of TCF Financial, engage or become interested
in any capacity, directly or indirectly (whether as proprietor, five percent or
greater stockholder, director, partner, employee, trustee, beneficiary, or in
any other capacity) in any business selling, providing or developing leasing or
equipment finance products or services in competition with leasing or equipment
finance products or services sold or maintained by Winthrop, New Leasing Co.,
or any of its subsidiaries or affiliates in the United States; or


 


(b)          
Recruit or solicit for employment any current or future employee of TCF
Financial, Winthrop, New Leasing Co. or any of their successors, subsidiaries
or affiliates.


 













 


Executive’s obligations under this Section
6.1 shall continue for two years after such termination of employment. 
Notwithstanding the foregoing provisions of this section 6.1, Executive shall
have no obligations under this section if Executive’s termination of employment
occurs in conjunction with the discontinuance by TCF Financial, Winthrop or TCF
Leasing (or any successor thereto) of all or substantially all leasing
activities.


 


6.2          
Confidential Information.  Executive acknowledges that all Secret
or Confidential Information is the exclusive property of TCF Financial, as the
case may be. Executive shall not during the period of his employment or for two
years thereafter, disclose to any person, firm or corporation, or publish or
use for any purpose, any Secret or Confidential Information except as properly
required in the ordinary course of business of TCF Financial or as directed and
authorized thereby.  Upon the termination of his employment for any reason
whatsoever, Executive shall return and deliver within 7 days any and all
papers, books, records, documents, memoranda and manuals, including all copies
thereof, belonging or relating to TCF Financial, in Executive’s
possession, whether prepared by Executive or others.  If at any time after
the termination of Executive’s employment, Executive determines that he has any
Secret or Confidential Information in his possession or control, 
Executive shall immediately return all such Secret or Confidential Information
including all copies and portions thereof.


 


6.3          
Disclosure and Survival of Covenants.  If Executive, after
termination of employment and while subject to Sections 6.1 and 6.2, seeks or
is offered employment by any other company, firm, or person, he shall provide a
copy of this Agreement to the prospective employer prior to accepting
employment with that prospective employer.  The provisions of Sections 6.1
and 6.2 shall survive any termination of this Agreement.


 


Section 7 -
Termination


 


7.1          
Automatic Termination Upon Death or Disability.  Employment under
this Agreement shall terminate on the earliest of death of Executive, or the
determination by the TCF Compensation Committee of Executive’s
Disability.  Thereafter, no further compensation shall be payable under
this Agreement except Bonus Compensation already earned.  Payment of Bonus
Compensation shall be made promptly but no later than 2 1⁄2 months after the end
of the calendar year which Bonus Compensation was earned. The Executive’s (and
his beneficiaries’) rights to other compensation and benefits shall be
determined under the company’s benefit policies and plans applicable to company
executives then in effect.


 


7.2          
Termination by the Compensation Committee.  The TCF Compensation
Committee may terminate this Agreement and Executive’s employment at any time
with or without Cause by giving Notice of Termination in accordance with
Section 7.4 below.


 


7.3          
Termination by Executive for Good Reason.  Executive may terminate
his employment with or without Good Reason by giving Notice of Termination in
accordance with Section 7.4 below


 













 


7.4          
Notice of Termination.  Any termination by the TCF Compensation
Committee or Executive pursuant to this Agreement shall be communicated by
written Notice of Termination to the other party hereto and shall specify the
effective date of Executive’s termination of employment, which shall be not
more than thirty days after the date such Notice is given, or if no date is
specified, then the effective date shall be 30 days after such Notice is given.


 


Section 8 -
Compensation Upon Termination


 


8.1          
Compensation Upon Death.  If Executive’s employment is terminated
because of the death of Executive, TCF Financial shall pay Executive’s
executors or administrators: (a) within 30 days of Executive’s death, the
unpaid balance of Executive’s Base Compensation through the end of the month in
which Executive’s death occurred, at 100% of the rate in effect on the date of
Executive’s death; and (b) as soon as such Executive’s bonus is calculated, an
amount equal to Executive’s Bonus Compensation for the current year prorated
based on the number of days elapsed during such year prior to Executive’s
death, provided that payment of Bonus Compensation shall be made promptly but
no later than 2 1⁄2 months after the end of the calendar year which Bonus
Compensation was earned. Thereafter TCF Financial shall have no further
obligations under this Agreement.


 


8.2          
Compensation Upon Disability.  If Executive’s active work ceases
because of Disability: (a) TCF Financial shall continue, as and when scheduled,
to pay Executive Executive’s Base Compensation through the date Executive’s
disability benefits commence, and (b) as soon as Executive’s bonus is
calculated for the year, an amount equal to Executive’s Bonus Compensation due
for the current year prorated based on the number of days elapsed during such
year prior to Executive’s Disability; and thereafter TCF Financial shall have
no further obligations under this Agreement unless and until  Executive
returns to work pursuant to mutual agreement between Executive and TCF Financial.


 


8.3          
Compensation Upon Termination for Cause.  If Executive’s employment
shall be terminated by TCF Financial for Cause, TCF Financial shall pay
Executive his Base Compensation through the Date of Termination, and TCF
Financial shall not have any further obligations to Executive under this
Agreement other than normal employee benefits.


 


8.4          
Compensation Upon Termination by TCF Financial Other Than For Cause;
Termination by Executive for Good Reason.  If Executive’s employment
is terminated by TCF Financial other than for Cause, Disability or death or
Executive terminates his employment for Good Reason, provided that the
Executive’s termination results in a complete cessation of services for the
Company, then the Company shall pay the Executive, no later than 30 days after
Executive’s termination of employment, in a single sum, an amount equal to two
times the sum of (x) the Executive’s Base Compensation at the time of
termination of employment; and (y) the average of his last two years of Bonus
Compensation preceding the termination plus continuation of the company paid
portion of premiums for disability, life insurance, medical and dental


 













 


coverage such that Executive’s premiums are the same as active
employees provided that the employer payments toward premiums for each
type of coverage (disability, life insurance, medical and/or dental) will be
paid only for so long as Executive elects to continue the respective coverage
and further provided that such employer payments toward premiums for
each type of coverage will cease as soon as Executive obtains new employment
with comparable replacement benefits for such type of coverage. For purposes of
this Section 8.4, non-renewal of this Agreement by the Compensation Committee
of this Agreement under Section 2.2 shall be deemed to be a  termination
by TCF Financial other than for Cause, unless such non-renewal meets the
requirements of Section 1.10, in which case the non-renewal will be deemed a
termination for Cause.  Upon Executive’s termination of employment, all
employee and employer contributions to the TCF Employees Stock Purchase Plan
(the “401-k Plan”) and/or the Executive Deferred Compensation Plan (the “Executive
Deferred Plan”) shall cease, his severance payments shall not be treated as
covered compensation under the 401-k Plan, the Executive Deferred Plan or the
TCF Cash Balance Pension Plan, and  Executive will be entitled to
distributions from those plans in accordance with their terms.


 


8.5          
Successors of TCF Financial.  TCF Financial shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of TCF
Financial, by agreement in form and substance satisfactory to Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that TCF Financial would be required if no such succession
had taken place.


 


Section 9 -
Miscellaneous


 


9.1          
Notice.  Any notice or request required or permitted to be given
under this Agreement shall be in writing and shall be deemed sufficiently given
for all purposes if mailed by certified mail, postage prepaid and return
receipt requested, addressed to the intended recipient at the following address
(or at such other address as either party may designate in writing to the other
party by certified mail as described above):


 


	
   

  	
  If to TCF Financial:

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
  TCF Financial Corporation

  
	
   

  	
   

  	
  801 Marquette Avenue

  
	
   

  	
   

  	
  Minneapolis, MN 55402

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Executive:

  
	
   

  	
   

  	
  Craig R. Dahl

  
	
   

  	
   

  	
  10340 Summer Place

  
	
   

  	
   

  	
  Eden Prairie, Minnesota 55347

  
	
   

  	
  Or to the last known address for Executive on file at TCF Financial.

  



 













 


9.2          
Headings.  The headings used in this Agreement have been included
solely for ease of reference and are not to be construed in any interpretation
of this Agreement.


 


9.3          
Entire Agreement.  This instrument contains the entire agreement
between the parties with respect to the subject matter hereof, and shall supersede
all prior agreements and understandings with respect to the subject matter
hereof.  No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.  No
modification or addition to this Agreement shall be enforceable unless in
writing and signed by the party against whom enforcement is sought.


 


9.4          
Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Minnesota.


 


9.5          
Arbitration.  Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration
except if TCF Financial seeks a court injunction under Section 9.7.  Such
arbitration shall be conducted before a panel of three arbitrators sitting in a
home office selected by Executive within fifty (50) miles from the location of
TCF Financial, in accordance with the rules of the American Arbitration
Association then in effect.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction.


 


9.6          
Benefit.  This Agreement shall inure to the benefit of and shall be
binding upon TCF Financial, its successors and assigns, and this Agreement
shall not be assignable by Executive.


 


9.7          
Remedies.  Executive acknowledges that the services to be rendered
under this Agreement are special, unique and of extraordinary character. 
If Executive breaches any covenants, terms or conditions of this Agreement to
be performed by him, TCF Financial will suffer irreparable damage and it will
be impossible to estimate or determine damages.  Therefore, TCF Financial
shall, upon proof of such breach, be entitled as a matter of course to an
injunction from any court of competent jurisdiction restraining any further
violation of such covenants by Executive, his employers, employees, partners,
agents or other associates, or any of them.  TCF Financial’s right to an
injunction shall be cumulative and in addition to any other remedies available,
either in law or in equity.  In any proceeding to enforce any provision of
this Agreement, Executive shall not assert any contention that there is an
adequate remedy at law for the breach or default upon which such proceeding is
based.  Nothing in this paragraph shall be construed to prevent any remedy
in the courts or in arbitration in the case of any breach of this Agreement by
Executive which TCF Financial may elect or invoke.


 


9.8          
Severability.  If any of the provisions of Section 6.1 of this
Agreement are held to be unenforceable because of their scope, duration or area
of applicability, the arbitrator making such determination shall have the power
to modify such scope, duration or area of applicability or all of them. 
Section 6.1, as modified, shall then be valid and enforceable in such modified
form.  If any provision of this Agreement is held to be


 













 


invalid, illegal or unenforceable in any respect, the validity and
enforceability of all other applications of that provision and of all other
provisions and applications hereof shall not in any way be affected or
impaired.


 


9.9          
Waiver.  No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Executive and such officer as may be specifically
designated by the TCF Compensation Committee.  The failure of TCF
Financial or Executive at any time or times to enforce rights under this Agreement
strictly in accordance with the same shall not be construed as a waiver or
modification of the same.  Waiver by either party of any breach or
breaches of this Agreement, or of any noncompliance with any condition or
provision of this Agreement, by the other party hereto shall not be deemed a
waiver or amendment of such provisions or conditions.


 


9.10        
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement, as of the day and year first above written.


 


	
   

  	
  TCF FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory J. Pulles

  	
   

  
	
   

  
	
   

  	
  Title:

  	
  Vice Chairman, General Counsel and

  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  CRAIG R. DAHL

  
	
   

  	
   

  
	
   

  	
  /s/ Craig R. Dahl