Exhibit
10(b)


 


Amended
and Restated


 


TCF Financial Incentive Stock Program


 


(As Amended and Restated October 20, 2008)


 


                1.             Purpose; Program Renewal.


 


                                The purpose of
the TCF Financial Incentive Stock Program (the “Program”) is to attract and
retain outstanding individuals as officers and other employees of TCF Financial
Corporation (the “Company”) and its subsidiaries, and to furnish incentives to
such persons by providing such persons opportunities to acquire common shares
of the Company, par value $.01 per share (the “Common Shares”), or monetary
payments based on the value of such shares or the financial performance of the
Company, or both, on advantageous terms as herein provided (the “Benefits”).


 


                                This Program is
a renewal of the TCF Financial 1995 Incentive Stock Program (the “Prior Program”).


 


                2.             Administration.


 


                                The Program will
be administered by a committee (the “Committee”) of at least two persons which
shall be either the Compensation Committee of the Board of Directors of the
Company or such other committee comprised entirely of “disinterested persons”
as defined in Rule 16b-3 of the Securities and Exchange Commission and “independent
directors” as defined under the rules of the New York Stock Exchange as
the Board of Directors may from time to time designate.  In addition, if
necessary for purposes of Section 162(m) of the Internal Revenue Code
of 1986, as amended (the “Code”), membership on the Committee shall be limited
to individuals who qualify as “outside directors” under that Section.  The
Committee shall interpret the Program, prescribe, amend and rescind rules and
regulations relating thereto, and make all other determinations necessary or
advisable for the administration of the Program.  A majority of the
members of the Committee shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members.  Any
determination of the Committee under the Program may be made without notice of
meeting of the Committee by a writing signed by a majority of the Committee
members.


 


                3.             Participants.


 


                                Participants in
the Program will consist of such officers and other employees of the Company
and its subsidiaries as the Committee in its sole discretion may designate from
time to time to receive Benefits hereunder.  The Committee’s designation
of a participant in any year shall not require the Committee to designate such
person to receive a Benefit in any other year.  The Committee shall
consider such factors as it deems pertinent in selecting participants and in
determining the type and amount of their respective Benefits, including without
limitation (i) the financial condition of the 


 


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Company;
(ii) anticipated profits for the current or future years; (iii) contributions
of participants to the profitability and development of the Company; and (iv) other
compensation provided to participants.


 


                4.             Types of Benefits.


 


                                Benefits under
the Program may be granted in any one or a combination of (a) Incentive
Stock Options; (b) Non-qualified Stock Options; (c) Stock
Appreciation Rights; (d) Restricted Stock Awards; and (e) Performance
Units or Performance Stock, all as described below and pursuant to the Plans
set forth in paragraphs 6-10 hereof.  Notwithstanding the foregoing, the
Committee may not award more than 400,000 shares [800,000 shares after giving
effect to a two-for-one stock split on September 3, 2004.  (the “Company 2004 Stock Split”)] in the
aggregate in the form of Incentive Stock Options, Non-qualified Stock Options
and Stock Appreciation Rights combined in any one calendar year to any
individual participant, and the Committee may not award more than 350,000
shares [700,000 shares after giving effect to the Company 2004 Stock Split] of
Performance Stock in any one calendar year to any individual participant. The
Committee may not award monetary value of Performance Units greater than two
percent (2%) of the Corporation’s net income (as defined below) to the Chief
Executive Officer in any one calendar year, or one percent (1%) of the
Corporation’s net income (as defined below) in any one calendar year to any
other individual participant, in each case reduced by the monetary value of any
cash awards under the TCF Performance-Based Compensation Policy.  Any
Benefits awarded under the Program shall be evidenced by a written agreement
(an “Award Agreement”) containing such terms and conditions as the Committee
may determine, including but not limited to vesting of Benefits.


 


                5.             Shares Reserved Under the Program.


 


                                There is hereby
reserved for issuance under the Program, subject to subsequent adjustments
under paragraph 17, all of the shares remaining available for issuance under
the Prior Program as of March 1, 2004, a total of 2,458,739 shares
[4,917,478 shares after giving effect to the Company 2004 Stock split]. 
If there is a lapse, expiration, termination or cancellation of any Benefit
granted hereunder or under the Prior Program without the issuance of
unrestricted Common Shares or payment of cash thereunder, the shares subject to
or reserved for such Benefit may again be used for new options, rights or
awards of any sort authorized under this Program.


 


                6.             Incentive Stock Option Plan.


 


                                Incentive Stock
Options will consist of options to purchase Common Shares at purchase prices
not less than one hundred percent (100%) of the Fair Market Value (as defined
in paragraph 16 below) of such Common Shares on the date of grant. 
Incentive Stock Options will not be exercisable more than ten (10) years
after the date of grant.  In the event of termination of employment for
any reason other than retirement, disability or death, the right of the
optionee to exercise an Incentive Stock Option shall terminate upon the earlier
of the end of the original term of the option or three (3) months 


 


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after
the optionee’s last day of work for the Company and its subsidiaries.  If
the optionee should die within three (3) months after termination of
employment for any reason other than retirement or disability, the right of his
or her successor-in-interest to exercise an Incentive Stock Option shall
terminate upon the earlier of the end of the original term of the option or
three (3) months after the date of such death.  In the event of
termination of employment due to retirement or disability, or if the optionee
should die while employed, the right of the optionee or his or her successor in
interest to exercise an Incentive Stock Option shall terminate upon the earlier
of the end of the original term of the option or twelve (12) months after the
date of such retirement, disability or death. If the optionee should die within
twelve (12) months after termination of employment due to retirement or
disability, the right of his or her successor-in-interest to exercise an
Incentive Stock Option shall terminate upon the later of twelve (12) months
after the date of such retirement or disability or three (3) months after
the date of such death, but not later than the end of the original term of the
option.  The aggregate fair market value (determined as of the time the
Option is granted) of the Common Shares with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any
calendar year (under all option plans of the Company and its subsidiaries)
shall not exceed $100,000.  An Incentive Stock Option granted to a
participant who is subject to Section 16 of the Securities Exchange Act of
1934, as amended (the “Securities Exchange Act”), may be exercised only after
six (6) months from its grant date (unless otherwise permitted under Rule 16b-3
of the Securities and Exchange Commission).


 


                7.             Non-qualified Stock Option Plan.


 


                                Non-qualified
Stock Options will consist of options to purchase Common Shares at purchase
prices not less than eighty-five percent (85%) of the Fair Market Value of such
Common Shares on the date of grant.  Non-qualified Stock Options will be
exercisable over not more than ten (10) years after the date of
grant.  Unless otherwise provided in the applicable Award Agreement, in
the event of termination of employment for any reason other than retirement,
disability or death, the right of the optionee to exercise a Non-qualified
Stock Option shall terminate upon the earlier of the end of the original term
of the option or three (3) months after the optionee’s last day of work
for the Company and its subsidiaries.  Unless otherwise provided in the
applicable Award Agreement, if the optionee should die within three (3) months
after termination of employment for any reason other than retirement or
disability, the right of his or her successor-in-interest to exercise a
Non-qualified Stock Option shall terminate upon the earlier of the end of the
original term of the option or three (3) months after the date of such
death.  Unless otherwise provided in the
applicable Award Agreement, in the event of termination of employment due to
retirement or disability, or if the optionee should die while employed, the
right of the optionee or his or her successor-in-interest to exercise a
Non-qualified Stock Option shall terminate upon the earlier of the end of the
original term of the option or twelve (12) months after the date of such
retirement, disability or death.  Unless otherwise provided in the applicable
Award Agreement, if the optionee should die within twelve (12) months after
termination of employment due to retirement or disability, the right of his or
her successor-in-interest to exercise a Non-qualified Stock Option shall
terminate upon the later of twelve (12) months after the date of such 


 


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retirement
or disability or three (3) months after the date of such death, but not
later than the end of the original term of the option.  A Non-qualified
Stock Option granted to a participant who is subject to Section 16 of the
Securities Exchange Act may be exercised only after six (6) months from
its grant date (unless otherwise permitted under Rule 16b-3 of the
Securities and Exchange Commission).


 


                8.             Stock Appreciation Rights Plan.


 


                                The Committee
may, in its discretion, grant a Stock Appreciation Right to the holder of any
Stock Option granted hereunder or under the Prior Stock Option Programs. 
Such Stock Appreciation Rights shall be subject to such terms and conditions
consistent with the Program as the Committee shall impose from time to time,
including the following:


 


                                                                   (a)           A Stock Appreciation Right may be granted with respect to
a Stock Option at the time of its grant or at any time thereafter.


 


                                                                   (b)           Subject to paragraph 8(d) below, Stock Appreciation
Rights will permit the holder to surrender any related Stock Option or portion
thereof which is then exercisable and to elect to receive in exchange therefor
cash in an amount equal to:


 


                                                                                                                       (i)            The
excess of the Fair Market Value on the date of such election of one Common
Share over the option price multiplied by


 


                                                                                                                       (ii)           The number of shares covered by such option or portion
thereof which is so surrendered.


 


                                                                   (c)           A Stock Appreciation Right granted to a participant who is
subject to Section 16 of the Securities Exchange Act may be exercised only
after six (6) months from its grant date (unless otherwise permitted under
Rule 16b-3 of the Securities and Exchange Commission).


 


                                                                   (d)           The Committee shall have the discretion to satisfy a
participant’s right to receive the amount of cash determined under subparagraph
(b) hereof, in whole or in part, by the delivery of Common Shares valued
as of the date of the participant’s election.


 


                                                                   (e)           In the event of the exercise of a Stock Appreciation
Right, the number of shares reserved for issuance hereunder shall be reduced by
the number of shares covered by the Stock Option or portion thereof
surrendered.


 


                9.             Restricted Stock Awards Plan.


 


                                Restricted Stock
Awards will consist of Common Shares transferred to participants without other
payment therefor as additional compensation for their services 


 


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to
the Company or one of its subsidiaries.  Restricted Stock Awards shall be
subject to such terms and conditions as the Committee determines appropriate
including, without limitation, restrictions on the sale or other disposition of
such shares and rights of the Company to reacquire such shares upon termination
of the participant’s employment within specified periods.  Subject to such
other restrictions as are imposed by the Committee, the Common Shares covered
by a Restricted Stock Award granted to a participant who is subject to Section 16
of the Securities Exchange Act may be sold or otherwise disposed of only after
six (6) months from the grant date of the award (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission).


 


                10.           Performance Units Plan


 


(I)          Performance Units shall consist of
monetary units granted to participants which may be earned in whole or in part
if the Company achieves certain goals established by the Committee over a
designated period of time, but not in any event more than five (5) years.
The goals established by the Committee may use any of the following business
criteria: Net Income, Return on Average Assets (“ROA”), Business Unit ROA,
Return on Average Equity (“ROE”), Business Unit ROE, Return on Tangible Equity
(“ROTE”), Business Unit ROTE, Earnings Per Share (“EPS”) or Cash EPS, as
defined below.  In the event the minimum corporate goal established by the
Committee is not achieved at the conclusion of a period, no amount shall be
paid to or vested in the participant.  In the event the maximum corporate
goal is achieved, one hundred percent (100%) of the monetary value of the
Performance Units shall be paid to or vested in the participants, unless the
Committee in its discretion elects to reduce the amount of the payment. 
Partial achievement of the maximum goal may result in a payment or vesting
corresponding to the degree of achievement.  Payment of an award earned
may be in cash or in Common Shares (valued as of the date on which certificates
for such Common Shares are issued to the participant) or in a combination of
both, and may be made when earned, or vested and deferred, as the Committee in
its sole discretion determines.  Deferred awards shall earn interest on
the terms and at a rate determined by the Committee.  The number of shares
reserved for issuance hereunder shall be reduced by the largest whole number
obtained by dividing the monetary value of the units at the commencement of the
performance period by the Fair Market Value of a Common Share at such time,
provided that such number of shares may again become available for issuance
under this Program as is provided in paragraph 5 hereof.


 


(II)         Performance Stock awards are intended
to qualify as performance-based compensation for purposes of Code section
162(m).  Performance Stock shall consist of common shares granted to
participants which may be vested in whole or in part if the Company achieves
certain goals established by the Committee over a designated period of time,
but not in any event more than ten (10) years.  The goals established
by the Committee may use any of the following business criteria: Net Income,
Return on Average Assets (“ROA”), Business Unit ROA, 


 


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Return
on Average Equity (“ROE”), Business Unit ROE, Return on Tangible Equity (“ROTE”),
Business Unit ROTE, Earnings Per Share (“EPS”) or Cash EPS, as defined below:


 


(a) 
The term “Net Income” shall mean the Corporation’s or Business Unit’s after-tax
net income for the applicable Performance Period as reported in the Corporation’s
or Business Unit’s consolidated financial statements, adjusted to eliminate the
effect of the following: (1) in the event a significant merger or
acquisition is made effective during the Performance Period, the effect on
operations attributable to such acquisition with respect to the portion of the
Performance Period following the effective date of such merger or acquisition; (2) losses
resulting from discontinued operations; (3) extraordinary gains or losses;
(4) the cumulative effect of changes in generally accepted accounting
principles (“GAAP”);  and (5) any other unusual, non-recurring gain
or loss which is separately identified and quantified in the Corporation’s or
Business Unit’s financial statements in accordance with GAAP (any reference
herein to the Corporation’s financial statements shall be deemed to include any
footnotes thereto as well as management’s discussion and analysis). 
Notwithstanding the foregoing, in determining the Corporation’s Net Income for
a Performance Period the Committee may from time to time in its discretion
disregard any one or more, or all, of the foregoing adjustments (1) - (5) provided
that the effect of doing so would be to reduce the amount of incentive payable
to a Covered Executive Officer for such Performance Period.


 


(b) 
The term “Performance Period” shall mean a calendar year, commencing January 1
and ending December 31 or such other period as designated by the Committee
which is permissible under the Code and Regulations, including but not limited
to calendar quarter(s) or multiple years.


 


(c) 
The term “Return on Average Equity” shall mean the Net Income of the
Corporation, less dividends on preferred stock held by an unaffiliated third
party, divided by the Corporation’s Average Total Common Equity (adjusted to
eliminate net unrealized gains or losses on assets available for sale resulting
from SFAS 115) for the Performance Period.


 


(d) 
The term “Return on Average Assets” shall mean the Net Income of the
Corporation, divided by the Corporation’s average total assets (adjusted to
eliminate unrealized gains or losses on assets available for sale resulting
from SFAS 115) for the Performance Period.


 


(e) 
The term “Business Unit ROA” means the Net Income of a business unit or
subsidiary managed by a Covered Executive Officer, divided by the business unit’s
or subsidiary’s average total assets (adjusted to eliminate unrealized gains or
losses on assets available for sale resulting from SFAS 115) for the
Performance Period.


 


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(f) 
The term “Business Unit ROE” means the Net Income of a business unit or
subsidiary managed by a Covered Executive Officer, less dividends on preferred
stock held by an unaffiliated third party, divided by the business unit’s or
subsidiary’s Average Total Common Equity.


 


(g) 
The term “Return on Tangible Equity” shall mean the Net Income of the
Corporation plus the after tax effects of amortization or other adjustments to
intangible assets other than mortgage servicing rights acquired in business
combinations, less dividends on preferred stock held by an unaffiliated third
party, divided by the Corporation’s Average Total  Common Equity (adjusted
to eliminate net unrealized gains or losses on assets available for sale
resulting from SFAS 115 and intangible assets other than mortgage servicing
rights) for the Performance Period.


 


(h) 
The term “Business Unit Return on Tangible Equity” means the Net Income of a
business unit or subsidiary managed by a Covered Executive Officer, plus the
after tax effects of amortization or other adjustments to intangible assets
other than mortgage servicing rights acquired in business combinations, less
dividends on preferred stock held by an unaffiliated third party, divided by
the Corporation’s Average Total  Common Equity (adjusted to eliminate net
unrealized gains or losses on assets available for sale resulting from SFAS 115
and intangible assets other than mortgage servicing rights) for the Performance
Period.


 


(i) 
The term “Earnings Per Share” shall mean the Net Income of the Corporation
divided by the Corporation’s weighted average common and common equivalent
shares outstanding, as determined for purposes of calculating the Corporation’s
basic or diluted (whichever the Committee shall designate at the time it
establishes the goal) earnings per share under GAAP (as adjusted to eliminate
the effect of shares issued in mergers or acquisitions identified in Sections
4.(a)(1) and (2) above where those Sections also resulted in
adjustments to Net Income) for the Performance Period.


 


(j) 
The term “Average Total Common Equity” shall mean the common equity of the
Corporation or Business Unit, adjusted to eliminate the effect of mergers or
acquisitions completed during the Performance Period where those mergers or
acquisitions resulted in adjustments to Net Income under Sections 4.(a)(1), (2) or
(3) above.


 


(k) 
The term “Cash Earnings per Share” shall mean Earnings per Share, as further
adjusted to eliminate the after-tax impact of the amortization and other
adjustments to goodwill and other intangible assets other than mortgage
servicing rights acquired in business combinations.


 


The
Committee shall establish the goal(s) for each award of Performance Units
or Performance Stock in writing on or before the last date permitted under Section 162(m) 


 


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of
the Code.  The Committee shall also select the employees to whom the
Performance Stock shall be awarded, who shall all be “key employees” as
determined by the Committee.  The Committee shall also establish in
objective terms the method for computing the number of shares vested to the
employee if the goal is achieved.


 


The
maximum amount or value of an incentive compensation award for any Performance
Period to the Chief Executive Officer shall not exceed two percent (2%) of the
Corporation’s Net Income for the Performance Period, reduced by any cash
performance-based award for the same Performance Period under the TCF
Performance-Based Compensation Policy.  The maximum amount or value of an
incentive compensation award for any Performance Period to any other Covered
Executive Officer shall not exceed one percent (1%) of the Corporation’s Net
Income for the Performance Period, reduced by any monetary performance unit
award for the same Performance Period under the TCF Performance-Based
Compensation Policy.


 


                11.           Nontransferability.


 


                                Each Stock
Option and Stock Appreciation Right granted under this Program shall not be
transferable other than by will or the laws of descent and distribution, and
shall be exercisable, during the participant’s lifetime, only by the
participant.  A participant’s interest in a Performance Unit shall not be
transferable until payment or delivery of the award is made. 
Notwithstanding the foregoing, the Committee may in its discretion award
Non-qualified Stock Options which are transferable at the discretion of the
participant to whom they are awarded.


 


                12.           Other Provisions.


 


                                The award of any
Benefit under the Program may also be subject to other provisions (whether or
not applicable to the Benefit awarded to any other participant) as the
Committee determines appropriate including, without limitation, provisions for
the purchase of Common Shares under Stock Options under the Program in
installments, provisions for the payment of the purchase price of shares under
Stock Options under the Program by delivery of other Common Shares of the
Company which have been owned for at least six months having a then market
value equal to the purchase price of such shares, restrictions on resale or
other disposition, such provisions as may be appropriate to apply with federal
or state securities laws and stock exchange requirements and understandings or
conditions as to the participant’s employment in addition to those specifically
provided for under the Program.


 


                                The Committee
may, in its discretion, permit payment of the purchase price of shares under
Stock Options under the Program by delivery of a properly executed exercise
notice together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the purchase
price.  To facilitate the foregoing, the Company may enter into agreements
for coordinated procedures with one or more brokerage firms.


 


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                                The Committee
may, in its discretion and subject to such rules as it may adopt, permit a
participant to pay all or a portion of the federal, state and local taxes,
including FICA withholding tax, arising in connection with the following
transactions:  (a) the exercise of a Non-qualified Stock Option; (b) the
lapse of restrictions on Common Shares received as a Restricted Stock Award; or
(c) the receipt or exercise of any other Benefit; by paying cash for such
amount or by electing (i) to have the Company withhold Common Shares, (ii) to
tender back Common Shares received in connection with such Benefit or (iii) to
deliver other previously acquired Common Shares of the Company, and, in each
case, having a Fair Market Value approximately equal to the amount to be
withheld.


 


                13.           Term of Program and Amendment, Modification,
Cancellation or Acceleration of Benefits.


 


                                No Benefit shall
be granted more than ten (10) years after April 21, 2004, the date of
the approval of this Program by the stockholders; provided, however, that the
terms and conditions applicable to any Benefits granted prior to such date may
at any time be amended, modified or canceled by mutual agreement between the
Committee and the participant or such other persons as may then have an
interest therein, so long as any amendment or modification does not increase
the number of Common Shares issuable under this Program without stockholder
approval for such increase; and provided further, that the Committee may, at
any time and in its sole discretion, declare any or all Stock Options and Stock
Appreciation Rights then outstanding under this Program or the Prior Program to
be exercisable, any or all then outstanding Restricted Stock awards (but not
Performance Stock awards) to be vested, and any or all then outstanding
Performance Units to have been earned, whether or not such options, rights,
awards or units are then otherwise exercisable, vested or earned, unless the
Committee has provided otherwise in the Award Agreement evidencing the Benefit
awarded in order for the Benefit to qualify for special treatment under Section 162(m) of
the Code.


 


                14.           No Further Awards Under Prior Program.


 


                                No options or
other awards shall be granted under the Prior Program on or after the date of
stockholder approval of this Program.


 


                15.           Taxes.


 


                                The Company
shall be entitled to withhold the amount of any tax attributable to any amount
payable or shares deliverable under this Program after giving the person
entitled to receive such amount or shares notice as far in advance as
practicable, and the Company may defer making payment or delivery if any such
tax may be pending unless and until indemnified to its satisfaction. In no
event shall the Company withhold any amount for the payment of tax in excess of
the minimum statutory withholding rates for Federal and state tax purposes.


 


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                16.           Definitions.


 


                                Fair Market Value.  The term “Fair
Market Value” of the Company’s Common Shares means as of any applicable date
the average of the high and low sales prices for the Company’s Common Shares on
such date, as reported on the New York Stock Exchange or, if no such prices
shall have been so reported on such date, on the next preceding date upon which
prices are so reported.


 


                                Subsidiary.  The term “subsidiary”
for all purposes other than the Incentive Stock Option Plan described in
paragraph 6, shall mean any corporation, partnership, joint venture or business
trust, fifty percent (50%) or more of the control of which is owned, directly
or indirectly, by the Company.  For Incentive Stock Option Plan purposes
the term “subsidiary” shall be defined as provided in Section 424(f) of
the Code.


 


                                Change in Control.  A “Change in
Control” shall be deemed to have occurred if:


 


                                                                   (a)           any “person” as defined in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 (the “Exchange Act”) is or becomes the “beneficial
owner” as defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the Company’s then outstanding
securities.  For purposes of this clause (a), the term “beneficial owner”
does not include any employee benefit plan maintained by the Company that
invests in the Company’s voting securities; or


 


                                                                   (b)           during any period of two (2) consecutive years (not
including any period prior to the date on which the Program was approved by the
Company’s Board of Directors) there shall cease to be a majority of the Board
comprised as follows:  individuals who at
the beginning of such period constitute the Board or new directors whose
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved; or


 


                                                                   (c)           the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 70% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale or 


 


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disposition
by the Company of all or substantially all the Company’s assets; provided,
however, that no change in control will be deemed to have occurred if such
merger, consolidation, sale or disposition of assets, or liquidation is not
subsequently consummated.


 


                                                     Notwithstanding
the foregoing, the Committee may provide a different definition of Change in
Control in the Award Agreement establishing the terms and conditions of any
award, provided that any such definition is not more generous to the grantee
under such Award Agreement than the foregoing definition.


 


                                Stock
Options.  The term “Stock Options” shall mean
Incentive Stock Options and Non-qualified Stock Options under the Program and,
if the context includes the Prior Stock Option Programs, options granted under
the Prior Stock Option Programs.


 


                                Disability.  The
term “disability” for all purposes of this Program shall be determined by the
Committee in such manner as the Committee deems equitable or required by the
applicable laws or regulations.


 


                                Retirement.  The term “retirement”
for all purposes of the Program shall be determined by the Committee in such
manner as the Committee may deem equitable or required by law.


 


                17.           Adjustment Provisions.


 


                                If the Company
shall at any time after approval of this Program by the stockholders change the
number of issued Common Shares without new consideration to the Company (such
as by reason of any reorganization, recapitalization, stock split, combination
or exchange of shares, merger, consolidation or any change in the
corporate  structure of TCF Financial or
in the Common Shares, or in the event of any issuance of preferred stock or other
change in the capital structure of TCF Financial which is significant for
purposes of this Agreement), the total number of shares reserved for issuance
under this Program, the maximum limit on awards to any person in any year in
paragraph 4 hereof, and the number of shares covered by each outstanding
Benefit shall be automatically adjusted so that the limitations, the aggregate
consideration payable to the Company, and the value of each such Benefit shall
not be changed.


 


                                Notwithstanding
any other provision of this Program, and without affecting the number of shares
otherwise reserved or available hereunder, the Committee may authorize the
issuance or assumption of Benefits in connection with any merger,
consolidation, acquisition of property or stock, or reorganization upon such
terms and conditions as it may deem appropriate.


 


                                Unless otherwise
provided in the applicable Award Agreement, subject to the six month holding
requirements of paragraphs 6, 7, 8(c) and 9 but notwithstanding any other
provision of this Program or the Prior Stock Option Programs, upon the
occurrence of a Change in Control:


 


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                                (a)           All Stock Options then outstanding
under this Program shall become fully exercisable as of the date of the Change
in Control, whether or not then otherwise exercisable;


 


                                (b)           All Stock Appreciation Rights then
outstanding shall become fully exercisable as of the date of the Change in
Control, whether or not then otherwise exercisable;


 


                                (c)           All terms and conditions of all
Restricted Stock Awards then outstanding shall be deemed satisfied and all such
Awards shall vest as of the date of the Change in Control; and


 


                                (d)           All Performance Units then
outstanding shall be deemed to have been fully earned as determined by the
Committee and to be immediately payable, in cash, as of the date of the Change
in Control and shall be paid within thirty (30) days thereafter and all shares
of Performance Stock then outstanding shall be fully vested and immediately distributable
in the form of shares of common stock.


 


                18.           Amendment and Termination of Program.


 


                                The Committee
may amend this Program from time to time or terminate this Program at any time,
but no such action shall reduce the then existing amount of any participant’s
Benefit or adversely change the terms and conditions thereof without the
participant’s consent, increase the number of authorized shares under this
Program or cause a performance-based award to fail to qualify under Code Section 162(m). 
No amendment of this Program shall result in any Committee member losing his or
her status as a “disinterested person” as defined in Rule 16b-3 of the
Securities and Exchange Commission with respect to any employee benefit plan of
the Company or result in the program losing its status as a protected plan
under said Rule 16b-3.


 


                19.           Stockholder Approval.


 


                                The Prior
Program was adopted by the Board of Directors and approved by the stockholders
in 1995 and again in 2004.  Most recently, this Program was adopted by the
Board of Directors of the Company in October 2008, effective upon
obtaining stockholder approval at the 2009 Annual Stockholders Meeting. 
This Program and any Benefit granted thereunder shall be null and void if
stockholder approval is not obtained within twelve (12) months of the adoption
of the Program by the Board of Directors.


 


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