Exhibit 10(r)


 


01-24-05


 


 


TCF
FINANCIAL CORPORATION


 


TCF
DIRECTORS DEFERRED COMPENSATION PLAN


 


(As Amended and
Restated through January 24, 2005)


 


(As applicable to
stock or fees


deferred in years
2004 or earlier)


 





















 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Deferral of Stock or Fees.

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Administrative Committee.

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Deferred Compensation
  Accounts.

  	
  1

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Trust.

  	
  2

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Payment of Deferred Amounts.

  	
  2

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Emergency
  Payments.

  	
  5

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Method
  of Payments.

  	
  5

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Claims
  Procedures.

  	
  6

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
  7

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Rule 16b-3.

  	
  8

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Registration; NYSE Listing.

  	
  9

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Accounts in the Prior Plan.

  	
  9

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Termination or Amendment.

  	
  9

  
	
   

  	
   

  	
   

  
	
  APPENDIX RE: IRS NOTICE
  2000-56

  	
  10

  



 


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TCF DIRECTORS
DEFERRED COMPENSATION PLAN


 


(As Amended and
Restated through January 24, 2005)


 


This is an amendment and
restatement of the TCF Directors Deferred Compensation Plan (the “Plan”) as in
effect for directors of TCF Financial Corporation (“TCF Financial”) since January 1,
1995. As a result of the enactment of Internal Revenue Code § 409A (“IRC § 409A”)
as added by the American Jobs Protection Act of 2004 (the “Act”) all deferral
elections under this Plan ceased effective at the end of 2004.     A new plan was adopted for fees earned on
and after January 6, 2005, and stock awards made or deferred after that
date, entitled the TCF Directors 2005 Deferred Compensation Plan (the “New Plan”).  Amounts deferred under the New Plan are
subject to IRC § 409A whereas amounts deferred under this Plan are not
subject to IRC § 409A (except for amounts not “earned and vested” as of December 31,
2004 as determined under IRC § 409A). In no event shall there be any
duplication of benefits between the New Plan and this Plan.


 


1.                                      Deferral of  Stock or Fees.   All new deferrals to this Plan ceased
effective at the end of the calendar year 2004.  Amounts deferred prior to that
date remain in the Plan, including all directors fees earned in the year 2004
(even if paid in 2005) and all stock awards made and deferred before the end of
2004 (even if vesting in the year 2005 or a later year).  Fees or stock awards deferred before the end
of 2004, but not “earned and vested” (as defined in regulations issued under
IRC § 409A) by December 31, 2004 are subject to the provisions of section 5.i.
of this Plan.  All other amounts under
the Plan are not subject to IRC § 409A.


 


2.                                      Administrative Committee.  Full power and authority to construe,
interpret, and administer this document, shall be vested in the Administrative
Committee (the “Committee”) of the Board of Directors of TCF Financial, which
shall consist of such members of the Compensation/Nominating/Corporate
Governance Committee of the Board of Directors who qualify from time to time as
non-employee or independent directors under Rule 16b-3 of the Securities and
Exchange Commission.  The Committee shall
have full power and authority to make each determination provided for in this
document, and in this connection, to promulgate such rules and regulations as
the Committee considers necessary or appropriate for the implementation and
management of this Plan as are consistent with the terms of this Plan.  Notwithstanding anything in this Section 2
to the contrary, no action or determination made or taken by the Committee, and
no action or determination by the Committee affecting the amount payable under
this Plan to a participant or beneficiary, shall be entitled to any deference
by a reviewing court (i.e., judicial review of any such actions or
determinations shall be de novo).


 


3.                                      Deferred Compensation Accounts.  Each Company shall establish on its books a
separate account (“Account”) for each of its Directors who becomes a
participant in this Plan, and each such Account shall be maintained as follows:


 


a.                                       Each
Account shall be credited with the Deferred Amounts elected by the Director for
whom such Account is established as of the date on which such Deferred Amount
would otherwise have been paid to the Director.


 


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b.                                      The
value of a Director’s Account is to be measured by the value of and income from
TCF Stock, in which all Deferred Amounts shall be deemed to be invested,
however such value is merely a measuring device to determine the payments to be
made to each Director hereunder.  Each
Director, and each other recipient of a Director’s Deferred Amounts pursuant to
Section 7, shall be and remain an unsecured general creditor of the
Company on whose board the Director serves with respect to any payments due and
owing to such Director hereunder.  If a
Company should from time to time, in its discretion, actually purchase the
investments deemed to have been made for a Director’s Account, either directly
or through the trust described in Section 4, such investments shall be
solely for the Company’s or such trust’s own account, and the Directors shall
have no right, title or interest therein.


 


4.                                      Trust.  TCF Financial has established a trust (of the
type commonly known as a “rabbi trust”) to aid in the accumulation of assets
for payment of Deferred Amounts.  The
trust provides for separate accounts in the name of each Director who has
elected a Deferred Amount.  Each Company
shall contribute to the trust such amounts as are necessary to keep the separate
accounts maintained for that Company’s Directors sufficient at all times to pay
in full all benefits payable under the Plan with respect to such Company’s
Directors, including, without limitation, any liquidated damages payable to
such Company’s Directors pursuant to Section 9.f.  In addition:


 


a.                                       TCF
Financial may, in its sole discretion, require the Companies to contribute
additional amounts, which TCF Financial may direct the Trustee not to credit to
an account for any Director, but instead to a general account for the payment
of Plan expenses; and


 


b.                                      within
ten (10) business days following the occurrence of a Change in Control, the
Companies shall contribute an amount equal to 300% of the aggregate expenses
incurred by the Companies and the Trustee in administering the Plan and the
trust described in this Section 4 during the last full calendar year
immediately preceding the occurrence of the Change in Control, which amount
shall also be credited to a general account for the payment of Plan expenses.  If the aggregate expenses that were incurred
by the Companies and the Trustee in administering the Plan and the trust during
the last full calendar year immediately preceding the occurrence of the Change
in Control cannot be determined with reasonable certainty prior to the date on
which this contribution is due, the amount of the contribution shall be
$150,000.


 


The assets of the trust
shall be invested in accordance with the provisions of the agreement or
agreements pursuant to which the trust is maintained, which agreement(s) shall
be consistent with the terms of this Plan. 
The trustee of the trust (“Trustee”) shall be a corporate trustee
independent of the Companies.  The trust
assets shall remain subject to the claims of the Companies’ general creditors.


 


5.                                      Payment of Deferred Amounts.


 


a.                                       On
or about the 30th day following a Director’s termination of service
on all boards of directors of the Companies, the balance credited to the
Director’s Account


 


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shall be paid in one single distribution of TCF Stock
or in annual installment distributions of TCF Stock over the number of years
directed by the Director in an election made by the Director, provided that
such election is in writing and is executed and delivered to the Committee or
the Secretary, on behalf of the Committee, no later than one year before such
Director’s termination of service.


 


b.                                      The
first payment under Section 5.a. shall be paid on a date selected by the
Committee which is no later than 30 days after the date on which the Committee’s
direction as to the form and timing of distributions is made.  Succeeding installments (if any) shall be
paid on January 31 of each calendar year following the calendar year in
which the first payment was made.


 


c.                                       Each
payment shall be made in the form of TCF Stock, and each annual installment
payment shall be equal to the number of shares credited to the Director’s
Account as of the first day of the calendar month in which the installment is
paid multiplied by a fraction, the numerator of which is one and the
denominator of which is the number of installments remaining to be paid,
including the current installment.


 


d.                                      For
purposes of this section, a Director’s service on the board is considered to
terminate as of the date which is the later of (i) Director’s last date of
service for the Company as a director, or (ii) the Director’s last date of
service on the board of directors of any Company.


 


e.                                       In
the event installment payments commence and any installments are unpaid at the
time of a Director’s death, the payments shall be made at the times and in such
amounts as if the Director were living to the persons specified in Section 7.a.


 


f.                                         For
purposes of this Plan, a Change in Control shall be deemed to have occurred if
(i) 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 TCF Financial representing fifty percent (50%) or more of the
combined voting power of TCF Financial’s then outstanding securities (for
purposes of this clause (i), the term “beneficial owner” does not include any
employee benefit plan maintained by TCF Financial that invests in TCF Financial’s
voting securities); or (ii) during any period of two (2) consecutive years
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 shareholders 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 (iii) the
shareholders of TCF Financial approve a merger or consolidation of TCF
Financial with any other corporation, other than a merger or consolidation
which would result in the voting securities of TCF Financial outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent (50%) of the combined voting power of the voting
securities of TCF Financial or such surviving entity outstanding immediately
after such merger or consolidation, or the shareholders of


 


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TCF Financial approve a plan of complete liquidation
of TCF Financial or an agreement for the sale or disposition by TCF Financial
of all or substantially all TCF Financial’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.  The date of a
Change in Control, for purposes of this Plan, is the date on which the Change
in Control is consummated.


 


g.                                      Notwithstanding
any other provision of this Section 5 or any payment schedule directed
by a Director pursuant to this Section 5 and regardless of whether
payments have commenced under this Section 5, in the event that the
Internal Revenue Service should finally determine that part or all of the value
of a Director’s Deferred Amounts or Plan Account which have not actually been
distributed to the Director, or that part or all of a separate account that has
been established for the Director under a trust described in Section 4, is
nevertheless required to be included in the Director’s gross income for federal
and/or State income tax purposes, then the Deferred Amounts or the Account or
the part thereof that was determined to be includible in gross income shall be
distributed to the Director in a lump sum distribution in the form of TCF Stock
as soon as practicable after such determination without any action or approval
by the Committee.  A “final determination”
of the Internal Revenue Service for purposes of this Section 5.h. is a
determination in writing by said Service ordering the payment of additional tax,
reporting of additional gross income or otherwise requiring Plan amounts to be
included in gross income, which is not appealable or which the Director does
not appeal within the time prescribed for appeals.


 


h.                                      Notwithstanding
the foregoing, if a Director’s balance in the Plan is less than $15,000 at the
time of the Director’s termination of service, then such account shall be
distributed to the Director in a lump sum payment (in the form of TCF Stock
except for cash for a fractional share) no later than 30 days after the
Director’s termination of service.


 


i.                                          Notwithstanding
the foregoing, with respect to any amounts deferred by Directors under the Plan
on or before December 31, 2004, but which were not earned and vested (as
defined under the American Jobs Creation Act of 2004 (the “Act”)) on that date,
such amounts shall be separately accounted for under the Plan and shall be
distributed to the director in a lump sum form of distribution in whole shares
of TCF stock, with cash for any fractional share no later than 30 days after
the earliest to occur of the following: such director’s termination of service
from the Board of Directors, financial emergency (as defined in the Act), or
death, the termination of the Plan (to the extent the Act permits distributions
on Plan termination), or any other distribution event under the Plan which is a
permitted distribution event under the Act. 
This section 5.i. is not intended to add any options or
enhancements to the Plan nor to in any other way constitute a “material
modification” (as defined in IRC § 409A and in regulations issued
thereunder) to the Plan.  Any and all
interpretations of this paragraph shall be construed consistent with this
intent.


 


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6.                                      Emergency Payments.  In the event of an “unforeseeable emergency”
as determined hereafter, the Committee may determine the shares distributable
under Section 5 hereof and distribute all or a part of such shares without
regard to the distribution dates provided in Section 5 to the extent the
Committee determines that such action is necessary in light of immediate and
heavy needs of the Director (or his beneficiary) occasioned by severe financial
hardship.  For the purposes of this Section 6,
an “unforeseeable emergency” is a severe financial hardship to the Director
resulting from a sudden and unexpected illness or accident of the Director or
beneficiary, or of a dependent (as defined in Section 152(a) of the
Internal Revenue Code of 1986, as amended) of the Director or beneficiary, loss
of the Director’s or beneficiary’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director or beneficiary.  Payments shall not be made pursuant to this Section 6
to the extent that such hardship is or may be relieved:  (a) through reimbursement or compensation by
insurance or otherwise, (b) by liquidation of the Director’s or beneficiary’s
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship, or (c) by cessation of the Director’s deferrals
under the Plan.  Such action shall be
taken only if the Director (or the Director’s legal representatives or
successors) signs an application describing fully the circumstances which are
deemed to justify the distribution, together with an estimate of the amounts
necessary to prevent such hardship, which application shall be approved by the
Committee after making such inquiries as the Committee deems necessary or
appropriate.


 


7.                                      Method of Payments.


 


a.                                       In
the event of Director’s death, payments shall be made to the persons (including
a trustee or trustees) named in the last written instrument signed by Director
and received by the Committee prior to Director’s death, or if Director fails
to so name any person, the amounts shall be paid to Director’s estate or the
appropriate distributee thereof.  The
Committee, the Company, and the Trustee shall be fully protected in making any
payments due hereunder in accordance with what the Committee believes to be
such last written instrument received by it.


 


b.                                      Payments
due to a legally incompetent person may be made in such of the following ways
as the Committee shall determine:


 


i.                                          directly
to such incompetent person,


 


ii.                                       to
the legal representative of such incompetent person, or


 


iii.                                    to
some near relative of the incompetent person to be used for the latter’s
benefit.


 


c.                                       Except
as otherwise provided in  Sections 7.a.
and b., all payments to persons entitled to benefits hereunder shall be made to
such persons in person or upon their personal receipt or endorsement, and shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors of the
participant or the participant’s beneficiary.


 


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d.                                      All
payments to persons entitled to benefits hereunder shall be made out of the
general assets, and shall be the sole obligations, of the Companies, except to
the extent that such payments are made out of the trust described in Section 4.  The Plan is a mere promise by the Companies
to pay benefits in the future and it is the intention of the parties that it be
“unfunded” for tax purposes (and for the purposes of Title I of the Employee
Retirement Income Security Act of 1974 (“ERISA”)).


 


e.                                       Unless
commenced earlier at the direction of the Committee or suspended due to a
Company’s Insolvency, payments from the trust described in Section 4 shall
be commenced by the Trustee (without the need for further instructions from the
Committee) in accordance with the most recent payment instructions provided by
the Committee after the Trustee (i) acquires actual knowledge of the occurrence
of an event that requires payment to commence (a “payment event”), (ii) is
notified by the Committee that a payment event has occurred, (iii) determines
(in the absence of actual knowledge and any notice from the Committee) that a
Change in Control has occurred as defined in Section 5.g. of this Plan, or
(iv) in the case of a participant’s termination of employment, is notified in
writing by the participant that the participant’s termination of employment has
occurred.  The Trustee shall make a
determination with respect to whether a Change in Control has occurred if the
Trustee receives notice that a Change in Control may have occurred from any
source other than the Committee. 
Promptly after receiving such notice of a possible Change in Control, the
Trustee shall request from the Committee all information relevant to the
Trustee’s determination.  If the
Committee fails to provide information sufficient to demonstrate the absence of
a Change in Control within 30 days after the Trustee’s request, and the other
information received by the Trustee indicates that a Change in Control has
occurred, the Trustee shall commence payment of accounts (that are not payable
earlier) in the manner required upon the occurrence of a Change in Control.


 


f.                                         Payments
made by the Trustee from an account established for a participant shall be
debited against such account and shall cease when the balance credited to the
account has been reduced to zero or if earlier, when the Trustee determines,
based upon its review of the records of the Plan, that payment of any
additional amounts from the participant’s account will result in the payment of
benefits in excess of those required under the Plan.  The Trustee shall have no obligation to
perform such a review and consider such a determination until after (i) the Committee
notifies the Trustee and the participant (or, if the participant has died, the
participant’s beneficiary) of the potential excess payment, (ii) the Trustee
has been provided with all Plan records that may be reasonably required by the
Trustee to make its determination, and (iii) the participant (or beneficiary)
has had a reasonable time (not less than 30 days) to respond.  Pending its determination, the Trustee shall
continue payment of the affected account(s) in accordance with the applicable
payment instructions.


 


8.                                      Claims Procedures.


 


a.                                       If
a claim for benefits made by any person (the “Applicant”) is denied, the
Committee shall furnish to the Applicant within 90 days after its receipt of
such claim (or within 180 days after such receipt if special circumstances require
an extension of time) a


 


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written notice which: 
(i) specifies the reasons for the denial, (ii) refers to the pertinent
provisions of the Plan on which the denial is based, (iii) describes any
additional material or information necessary for the perfection of the claim
and explains why such material or information is necessary, and (iv) explains
the claim review procedures.


 


b.                                      Upon
the written request of the Applicant submitted within 60 days after his receipt
of such written notice, the Committee shall afford the Applicant a full and
fair review of the decision denying the claim and, if so requested:  (i) permit the Applicant to review any documents
which are pertinent to the claim, (ii) permit the Applicant to submit to the
Committee issues and comments in writing, and (iii) afford the Applicant an
opportunity to meet with a quorum of the Committee as a part of the review
procedure.


 


c.                                       Within
60 days after its receipt of a request for review (or within 120 days after
such receipt if special circumstances, such as the need to hold a hearing,
require an extension of time) the Committee shall notify the Applicant in
writing of its decision and the reasons for its decision and shall refer the
Applicant to the provisions of the Plan which form the basis for its decision.


 


9.                                      Miscellaneous.


 


a.                                       Except
as limited by Section 7.c. and except that a Director shall have a
continuing power to designate a new recipient in the event of Director’s death
at any time prior to such death without the consent or approval of any person
theretofore named as Director’s recipient by an instrument meeting the
requirements of Section 7.a., this document shall be binding upon and
inure to the benefit of each Company, Director, their legal representatives,
successors and assigns, and all persons entitled to benefits hereunder.


 


b.                                      Any
notice given in connection with this document shall be in writing and shall be
delivered in person or by registered mail, return receipt requested.  Any notice given by registered mail shall be
deemed to have been given upon the date of delivery indicated on the registered
mail return receipt, if correctly addressed.


 


c.                                       Nothing
in this document shall interfere with the rights of any Director to participate
or share in any profit sharing or pension plan which is now in force or which
may at some future time become a recognized plan of any Company.


 


d.                                      Nothing
in this document shall be construed as an employment agreement nor as in any way
impairing the right of any Company, its board, committees or shareholders, to
remove the Director from service as a director, to refuse to renominate or
reelect such person as a director, or to enforce the duly adopted retirement
policies of the board of directors of such Company.


 


e.                                       Amounts
that are paid more than 30 days after the later of the date on which they are
due according to the terms of this Plan or the date on which a written claim
for such amounts is received by the Committee shall incur interest at the rate
of fifteen percent per annum (eighteen percent per annum if the payment occurs
after a


 


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Change in Control) from the date as of which payment
was due.  In addition, if all or any
portion of the distribution is payable in the form of TCF Financial stock, and
the value of such stock at the time of distribution is less than its value on
the date as of which payment was due, the payee shall be entitled to liquidated
damages equal to 100% (120% if the payment occurs after a Change in Control) of
the aggregate difference in value between the value of the distributed shares
on the date their distribution was due (without regard to the 30-day grace
period) and the value of the distributed shares on the actual date of
distribution.


 


f.                                         Any
costs or attorneys’ fees incurred by a participant or beneficiary in connection
with the collection of benefits that were not timely paid under this Plan shall
be reimbursed by the Companies.


 


g.                                      Notwithstanding
anything in this Plan to the contrary, effective January 1, 2003, if the
beneficiary of a participant is not the participant’s spouse, the payment to
that beneficiary shall be made in the form of an immediate lump sum
distribution of the entire portion of the participant’s account payable to that
beneficiary, without regard to any outstanding installment payment election.


 


10.                               Rule 16b-3.  This Plan is intended to qualify for the
exemption from short swing profits liability under Section 16(b) of the
Securities Exchange Act of 1934 provided by Rule 16b-3 of the Securities and
Exchange Commission.  Notwithstanding
anything in this Plan to the contrary, for a director who is subject to
liability under Section 16 of the Securities and Exchange Act of 1934, the
following special provisions apply:


 


a.                                       Any
election of Deferred Amounts of stock or fees under Section 1.b. shall be
exercised in writing by the Director and filed with the Committee no later than
the date prior to the date the stock grant is awarded or the first date on
which fees, part or all of which is to become a Deferred Amount, begin to be
earned.  Deferred Amounts of fees, to the
extent they are forwarded to the Trustee, shall be so forwarded on or
immediately after the date on which the fees would otherwise be paid and shall
be deemed to be invested in TCF Stock on the same date and for the same
purchase price as the Trustee actually purchases such Stock.  The Trustee shall purchase such Stock as soon
as practicable after the fees payment date for which the Deferred Amount is
received, and in any event no later than two weeks after such date, with the
exact date and purchase terms to be determined by a stock broker or other
investment professional on the basis of such person’s judgment as to the best available
purchase price for the Plan and Trust. 
If Deferred Amounts are not forwarded to the Trustee, the deferred fees
shall be deemed to be invested in TCF Stock at the average of the high and low
sales prices for such Stock on the date the fees would otherwise be paid.


 


b.                                      In
the event of one or more distributions to a Director subject to this Section under
Section 5 of this Plan, all such distributions shall consist of whole
shares of TCF Stock, plus cash for any fractional share.


 


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c.                                       In
the case of a Director subject to this Section, for purposes of an emergency
payout resulting in distribution of TCF Stock, the TCF Stock shall be
distributed in kind, plus cash for any fractional share.


 


11.                               Registration; NYSE Listing.  TCF Financial may, in its discretion,
register the shares of TCF Stock subject to this Plan under the Securities Act
of 1933 and any other applicable provisions of State or Federal law, and may
enter into a listing agreement for such shares with the New York Stock
Exchange, if such actions are deemed necessary or advisable by TCF Financial in
order to provide directors with freely marketable shares.  However, nothing herein shall be deemed to
require any such registration or listing.


 


12.                               Accounts in the Prior Plan.  A Director with an account balance in the
Director Fee Deferral Plan (the “Prior Plan”) as of December 31, 1994 may
elect to have such balance invested in TCF Stock and may consent to
contributions to the Trust for such deemed investment in TCF Stock, provided
that the election is made no later than December 31, 1994 and that the
resulting investment in TCF Stock occurs no sooner than six months after such
election, if the Director is subject to reporting requirements under section 16(a)
of the Securities Exchange Act of 1934. 
If a Director does not elect to transfer the Prior Plan account balance
into TCF Stock, such account balance shall continue to be deemed to be invested
in the “treasury bill rate” set forth in the Prior Plan.


 


13.                               Termination or Amendment.  This Plan may be amended at any time and from
time to time upon the approval of the Board of Directors of TCF Financial;
provided, however, that no amendment shall be effective unless it has the
written consent of all participants, all participants who are former Directors
but who are entitled to benefits under the Plan, and all beneficiaries of
deceased participants who are entitled to benefits under the Plan.  In the event that all of the Plan’s
participants and beneficiaries do not consent to a proposed amendment, such
amendment shall not take effect but the Plan Accounts of the consenting
participants and beneficiaries shall be transferred to a separate plan that is
identical to this Plan in all respects except that it may include the proposed
amendment.  The Board of Directors may
terminate this Plan in its discretion, except that any such termination shall
require the written consent of all participants, all participants who are
former Directors but who are entitled to benefits under the Plan, and all
beneficiaries of deceased participants who are entitled to benefits under the
Plan, unless it is an automatic termination of the Plan under Section 5.h.
hereof.  In the event that all of the
Plan’s participants and beneficiaries do not consent to a proposed termination
of the Plan, the Plan shall terminate as to the consenting participants and
beneficiaries and shall continue in effect for the participants and
beneficiaries who do not consent.


 


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APPENDIX
RE: IRS NOTICE 2000-56


 


Notwithstanding anything
to the contrary in the Plan or Trust, effective on and after May 16, 2001, TCF
Financial stock or other assets contributed to the Trust by TCF Financial or
any other Company for the benefit of Directors or service providers of TCF
Financial or such Company are subject to the claims of creditors (in the event
of insolvency) of both TCF Financial and such Company.  In addition, such stock and assets are
subject to the claims of creditors (in the event of insolvency) of any Company
from which benefits are due to a participant or beneficiary under the terms of
the Plan.  Nothing in this Appendix,
however, shall relieve any Company of its obligation to pay any benefits due
from the Company to a participant or beneficiary under the terms of the Plan.


 


Notwithstanding anything
to the contrary in the Plan or Trust, effective on and after May 16, 2001, any
TCF Financial stock or other assets not transferred to a Company’s Directors or
their beneficiaries will revert to TCF Financial upon termination of the Trust.


 


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