Exhibit 10(e)-2


 


TCF FINANCIAL
INCENTIVE STOCK PROGRAM


 


RESTRICTED STOCK
AGREEMENT


 


RS NO.              
(Non-deferred) (Performance-Based)


 


Shares of Restricted
Stock are hereby awarded effective as of January 25, 2005 by TCF Financial
Corporation (“TCF Financial”) to William A. Cooper (the “Grantee”), in
accordance with the following terms and conditions:


 


1.                                       Share
Award.  TCF Financial hereby awards
the Grantee 300,000 shares (the “Shares”) of Common Stock, par value $.01 per
share (“Common Stock”) of TCF Financial pursuant to the TCF Financial Incentive
Stock Program (the “Program”), upon the terms and conditions therein and
hereinafter set forth.  The Shares are
intended to qualify as “performance stock” under the terms of the Program.  A copy of the Program as currently in effect
is incorporated herein by reference and is attached hereto.  Dividends shall be paid on the Shares at the
same rate and at the same time as dividends paid on Common Stock generally.


 


2.                                       Restrictions
on Transfer and Restricted Periods.


 


a.                                       During the period (the “Restricted Period”)
hereinafter described, until shares vest as provided in subparagraph 2.b,
shares may not be sold, assigned, transferred, pledged, or otherwise encumbered
by the Grantee except as provided in paragraph 3 or 8 of this Agreement. “Vest”
means that the Shares may be sold, transferred, assigned or pledged or
otherwise encumbered by the Grantee.


 


b.                                      Performance Goal


The Shares will be
subject to a Restricted Period beginning on the date of this Agreement (the “Commencement
Date”) and terminating on January 1, 2009 with respect to the sum of the
following percentages of Shares:


1.               33
1/3% of the Shares if TCF Financial achieves in excess of 20% ROTE for its
fiscal year 2006 or, if not, then 0% of the Shares; plus


2.               33
1/3% of the Shares if TCF Financial achieves in excess of 20% ROTE for its
fiscal year 2007 or, if not, then 0% of the Shares; plus


3.               33
1/3% of the Shares if TCF Financial achieves in excess of 20% ROTE for its
fiscal year 2008 or, if not, then 0% of the Shares.


 


c.                                       The Committee referred to in section 2 of the
Program or its successor (the “Committee”) shall not have any authority to
accelerate the time at which any or all of the restrictions in subparagraph (a)
shall lapse with respect to any Shares, or to remove any or all such
restrictions.


 


d.                                      “ROTE”.  “ROTE” means, as defined in the Program, the
Net Income of the


 


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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” (as defined in the Program) (adjusted to
eliminate net unrealized gains or losses on assets available for sale resulting
from SFAS 115) for the fiscal year.  The
Committee shall have the authority to make the final determination as to ROTE
for a fiscal year.  The Committee shall
have the authority in its reasonable discretion, to make adjustments in the
calculation of ROTE from time to time to take into account extraordinary
circumstances such as mergers or acquisitions however the Committee’s
discretion is limited to making only such adjustments as are permitted or
required by the Program for performance stock. 
No adjustment is permitted which would disqualify the grant as
performance-based under the Program and Internal Revenue Code section 162(m).


 


3.                                       Termination
of Service as Chairman, Death or Disability.  If the Grantee is not elected to the Board of
Directors in 2005, refuses to stand for re-election to the Board of Directors
in 2008, as reasonably determined by the Committee, or resigns from the
position of Chairman of the Board of Directors of TCF Financial before January 1,
2009, 100% of the Shares shall be forfeited and returned to TCF Financial.  In the event that Grantee stands for
re-election in 2008 but is not nominated or re-elected as a Director and
consequently is unable to serve as Chairman of the Board thereafter, the Shares
shall vest or be forfeited on January 1, 2009 in accordance with
Subparagraph 2.b based on TCF Financial’s ROTE during the years 2006, 2007 and
2008.  In the event of Grantee’s death,
or disability as determined in the sole discretion of the Committee, a pro-
rata portion of the Shares shall vest and not be subject to the restrictions of
subparagraph 2..a and shall be redelivered as provided in paragraph 6 to
Grantee, or, in the case of death, to his legal representative, beneficiary, or
heir.   For purposes of the foregoing
sentence, the pro-rata portion of the Shares for years already completed prior
to death or disability shall be equal to the percentage determined under
paragraph 2.b for that year. For any partial year in which the death or
disability occurs, if the year-to-date ROTE (annualized) for the most recent
monthly reporting period preceding the date of such death or disability exceeds
20% then the calculation under paragraph 2.b for such year shall be based upon
the number of days in that calendar year expired to the date of death or
disability.


 


4.                                       Certificates
for Shares.  TCF Financial shall
issue one or more certificates in respect of the Shares in the name of the
Grantee, and shall hold such certificate(s) on deposit for the account of the
Grantee until the expiration of the Restricted Period with respect to the
Shares represented thereby. 
Certificate(s) for Shares subject to a Restricted Period shall bear the
following legend:


 


“The transferability of
this certificate and the Shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) contained in the TCF Financial 1995
Incentive Stock Program and an Agreement entered into between the registered owner
and TCF Financial Corporation.  Copies of
such Plan and Agreement are on file in the offices of


 


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the Secretary of TCF
Financial Corporation, 801 Marquette Avenue, Suite 302, Minneapolis, MN  55402.”


 


The Grantee further
agrees that simultaneously with the execution of this Agreement a stock power
shall be executed, endorsed in blank and promptly delivered to TCF Financial.


 


5.                                       Grantee’s
Rights.  Except as otherwise provided
herein, Grantee, as owner of the Shares, shall have all rights of a
stockholder, including, but not limited to, the right to receive all dividends
paid on Shares and the right to vote the Shares. Dividends payable on Shares
that are subject to restrictions imposed by subparagraph 2.a. shall be paid to
the Grantee at the same time as such dividends are paid to other shareholders;
provided, that shares of Common Stock dividends in the nature of a stock split
shall be subject to all of the restrictions that apply to the Shares with respect
to which such dividends are paid until all of the restrictions applicable to
such Shares have terminated or otherwise have been removed.


 


6.                                       Vesting:
Expiration of Restricted Period.  On January 1,
2009, or such earlier date as provided in paragraph 3 of this Agreement, all
shares vested under the provisions of subparagraph 2.b shall vest and the
restrictions of subparagraph 2.a shall expire and TCF Financial shall redeliver
to the Grantee (or, if the Grantee is deceased, to his legal representative, beneficiary
or heir) the certificate(s) in respect of such Shares, without the restrictive
legend provided for in paragraph 4 above. 
The Shares as to which the Restricted Period shall have lapsed or
expired shall be free of the restrictions referred to in subparagraph 2.a.
above and such certificates shall not bear the legend provided for in paragraph
4 above.


 


7.                                       Adjustments
for Changes in Capitalization of TCF Financial.  In the event of any change in the outstanding
Common Stock of TCF Financial 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 shares of Common Stock, or in the event of any issuance of preferred stock or
other change in the capital structure of TCF Financial which the Committee
deems significant for purposes of this Agreement, the number and class of
Shares covered by this Agreement as well as the ROTE goals, and the pro rata
vesting provisions of paragraph 3, shall be appropriately adjusted by the
Committee, whose determination of the appropriate adjustment, or whose
determination that there shall be no adjustment, shall be conclusive. Any
Shares of Common Stock or other securities received as a result of the
foregoing by the Grantee subject to the restrictions contained in subparagraph
2.a above also shall be subject to such restrictions and the certificate or
other instruments representing or evidencing such Shares or securities shall be
legended and deposited with TCF Financial in the manner provided in paragraph 4
above.


 


8.                                       Effect
of Change in Control.  Each of the
events specified in the following clauses (a) through (d) of this paragraph 8
shall be deemed a “change of control”; (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


 


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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 there shall cease to be a
majority of the Board comprised as follows: individuals who at the beginning of
such period constitute the Board of 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 (c) the shareholders 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 shareholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale of
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 or assets, or liquidation is
not subsequently consummated. Subject to the six month holding requirement, if
any, of Rule 16b-3 of the Securities and Exchange Commission, notwithstanding
any other provision in this Program (including, but not limited to, paragraphs
2.b and 3 of this Agreement) or the previous Stock Option and Incentive Plan of
TCF Financial, in the event of a Change in Control all terms and conditions of
this Restricted Stock Award shall be deemed satisfied, all the Shares shall
vest as of the date of the Change in Control and shall thereafter be dealt with
as provided in paragraph 6 of this Agreement.


 


9.                                       Delivery
and Registration of Shares of Common Stock. 
TCF Financial’s obligation to deliver Shares of Common Stock hereunder
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Grantee or any other
person to whom such Shares are to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
the Securities Act of 1933, as amended, or any other federal, state, or local
securities law or regulation.  It may be
provided that any representation requirement shall become inoperative upon a
registration of such Shares or other action eliminating the necessity of such
representation under such Securities Act or other securities law or
regulation.  TCF Financial shall not be
required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which the Common Stock may be
listed, and (ii) the completion of such registration or other qualification of
such Shares under state or federal law, rule, or regulation, as the Committee
shall determine to be necessary or advisable.


 


10.                                 Plan
and Plan Interpretations as Controlling. 
The Shares hereby awarded and the terms and conditions herein set forth
are subject in all respects to the terms and conditions of the


 


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Program, and in
particular the terms relating to Performance Stock, which are controlling.  All determinations and interpretations of the
Committee shall be binding and conclusive upon the Grantee or his legal
representatives with regard to any question arising hereunder or under the
Plan.


 


11.                                 Grantee
Service.  Nothing in this Agreement
shall limit the right of TCF Financial or any of its affiliates to terminate
the Grantee’s service as a director, or Chairman of the Board. However, any
such termination other than voluntary resignation by the Grantee shall result
in vesting (or forfeiture) of the Shares on January 1, 2009 the same as
provided in paragraph 3 of this Agreement in the event Grantee is not
re-nominated or re-elected to the Board in 2008.


 


12.                                 Grantee
Acceptance.  The Grantee shall
signify acceptance of the terms and conditions of this Agreement by signing in
the space provided below and signing the attached stock powers and returning a
signed copy hereof and of the attached stock powers to TCF Financial.


 


IN WITNESS WHEREOF, the
parties hereto have caused this RESTRICTED STOCK AGREEMENT to be executed as of
the date first above written.


 


	
   

  	
  TCF FINANCIAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ Gregory
  J. Pulles

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
  /s/ William Cooper

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Street Address)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City, State and Zip
  Code)

  
						



 


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