Exhibit 10(c)


 


01-24-05


 


 


 


TCF FINANCIAL CORPORATION


 


TCF FINANCIAL EXECUTIVE DEFERRED COMPENSATION PLAN


 


(As Amended and
Restated through January 24, 2005)


 


(Applicable
only to deferrals elected


for the
calendar years 2004 and earlier)


 





















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Deferral of Incentive Compensation,
  Salaries and Stock Awards.

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Committee.

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Deferred Compensation Accounts.

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Trust.

  	
  4

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Payment of Deferred Amounts

  	
  5

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Emergency Payments.

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Method of Payments.

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Claims Procedures

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Investment Elections by Employees; Deferred
  TCF Stock Awards; Purchase Procedures for Purposes of Rule 16b-3.

  	
  15

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Termination or Amendment.

  	
  16

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  18

  
	
   

  	
   

  	
   

  
	
  APPENDIX A RE: IRS NOTICE 2000-56

  	
  20

  
	
   

  	
   

  	
   

  
	
  APPENDIX B DISTRIBUTION PROCEDURES

  	
  21

  
	
   

  	
   

  	
   

  
	
  APPENDIX C FREEZING OF PLAN AND OTHER
  AMENDMENTS UNDER INTERNAL REVENUE CODE § 409A

  	
  23

  



 


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TCF FINANCIAL EXECUTIVE DEFERRED COMPENSATION PLAN


(As Amended and Restated through January 24, 2005)


 


(Applicable only to amounts deferred in calendar years before 2005)


 


1.                                      Deferral
of Incentive Compensation, Salaries and Stock Awards.


 


As provided in Appendix C, effective for
salaries and incentive compensation earned on or after January 1, 2005 and
stock grants awarded after that date, no deferral elections shall be allowed
under section 1 of this Plan as a result of Internal Revenue Code § 409A
(“IRC § 409A”).  Incentive
compensation earned in 2004 (but paid in 2005) and stock awards made and
deferred under this Plan prior to January 1, 2005 but which were not “earned
and vested” (as defined in regulations issued pursuant to IRC § 409A) on
or before December 31, 2004 shall remain under this Plan but subject to
IRC § 409A, the election provisions of the next paragraph and section 5.m
of this Plan as added by Appendix C.  All
amounts which were earned and vested under this Plan as of December 31,
2004 are not subject to IRC § 409A and instead remain subject to the Plan
as in effect on December 31, 2004 and as continued in this Plan
restatement.


 


During the calendar year 2005 the Company may offer some or all plan
participants one or more elections, as the Company may determine in its
discretion, to cancel or revoke a deferral election previously made under this section 1
and to have treated as current income in 2005 any amounts that were not earned
and vested as of December 31, 2004 as determined under IRC § 409A,
under such rules and procedures as the Company may determine for the elections
which are consistent with the requirements of IRC § 409A and regulations
issued thereunder.


 


2.                                      Committee.
 The Committee (the “Committee”) shall
consist of such members of the Compensation/Nominating/Corporate Governance
Committee of the Board of Directors of TCF Financial Corporation who qualify as
non-employee directors from time to time under Rule 16b-3 of the Securities and
Exchange Commission.  Full power and
authority to construe, interpret, and administer this Plan document shall be
vested in the Committee.  The Committee shall
have full power and authority to make each determination provided for in this
Plan 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.  The Committee shall have authority to
designate officers of TCF Financial and to delegate authority to such officers
to receive documents which are required to be filed with the Committee, to
execute and provide directions to the Trustee and other administrators, and to
do such other actions as the Committee may specify on its behalf, and any such
actions undertaken by such officers shall be deemed to have the same authority
and effect as if done by the Committee itself. 
Notwithstanding anything in this Section 2 to the contrary, no
action or determination made or taken by any officer of TCF Financial on behalf
of 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).


 


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3.                                      Deferred Compensation Accounts.  Each Company shall establish on its books a
separate account (“ Account”), including sub-accounts pursuant to Exhibit A
hereto and Section 10 hereof, for each of its Employees 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 Employee for whom
such Account is established as of the date on which such Deferred Amount would
otherwise have been paid to the Employee. 
Separate Accounts will be maintained for any Deferred Amounts that are
payable at different times or in different forms than other Deferred Amounts.


 


b.                                      Within 30 days
after the date on which Deferred Amounts are credited to an Employee’s Account,
they shall have been deemed to have been invested in such investments as shall
be permitted by the Committee and as the Employee shall direct, except that
Deferred Amounts pertaining to TCF Stock awards shall always be deemed to be
invested in TCF Stock unless they are deemed to have been sold pursuant to a
Change in Control Diversification Election. 
Any investment direction by an Employee shall be consistent with Section 10
and Exhibit A and shall be irrevocable with respect to the calendar year to
which it applies, unless the Committee allows additional elections.  While an Employee’s Account is deemed to be
so invested, it shall be credited with all interest, dividends (whether in
stock, cash, or other property), stock splits, or other property that would
have been received if the Deferred Amounts had actually been so invested,
except if an Employee has elected not to defer dividends.  All cash deemed to have been received with
respect to investments deemed to have been made for an Employee’s Account shall
be deemed to be reinvested in such investments as the Employee shall direct as
of a date selected by the Committee, which date shall be not more than 30 days
after receipt of such direction, and the balance credited to an Employee’s
Account as of any date shall be equal to the fair market value of the
investments deemed to have been made for such Account as of such date.  Starting with Deferred Amounts elected for
the year 2000 and after Accounts for each Employee shall be separately
maintained on a calendar year basis, with each year’s account (the “Class Year
Account”) reflecting only the Deferred Amounts of compensation earned in that
year and the investments in which the Deferred Amounts are deemed to be
invested.  All Deferred Amounts elected
before the year 2000, including deferrals of TCF Stock awards made before that
date, and the investments in which they are deemed to be invested from time to
time, shall be aggregated and maintained as a “ Pre-2000 Account.”


 


c.                                       Although the
value of an Employee’s Account is to be measured by the value of and income
from certain deemed investments, the Companies need not actually make such
investments.  The value of and income
from such investments are merely a measuring device to determine the payments
to be made to each Employee hereunder. 
Each Employee, and each other recipient of an Employee’s Deferred
Amounts pursuant to Section 7, shall be and remain an unsecured general
creditor of the Company by which he is employed with respect to any payments
due and owing to such Employee hereunder. 
If a Company should from time to time, in its discretion, actually
purchase the investments deemed to have been made for an Employee’s Account,
either directly or through the trust described in Section 4, such investments
shall be solely for the


 


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Company’s or such trust’s
own account, and the Employees shall have no right, title or interest therein.


 


d.                                      Sub-accounts
shall be maintained as provided in Exhibit A hereto and in Section 10
hereof.


 


e.                                       Notwithstanding
the provisions of Exhibit A and Section 10, in the event of a Change in
Control in which TCF Stock is exchanged for shares of a successor company, or
for cash, securities or other property, such that TCF Stock is no longer
outstanding, each Employee may make a one-time diversification election prior
to the closing of the Change in Control to have the assets then deemed to be
held in the Employee’s TCF Stock Account deemed to have been sold in an orderly
liquidation after the closing, and the proceeds deemed to have been reinvested
in such investments as the Employee shall elect.  If the Employee does not make such a
diversification election, the shares of TCF Stock that were deemed to have been
allocated to the Employee’s account upon the closing shall be deemed to have
been exchanged for the same consideration in the Change in Control as shares of
TCF Stock generally receive in the Change in Control.  Any portion of such consideration consisting
of securities of a successor company will be allocated to the TCF Stock Account
and thereafter will be subject to the same restrictions on deemed sales as
applied to TCF Stock prior to the Change in Control.  Any portion of such consideration consisting
of assets other than securities of a successor company will be allocated to the
Employee’s Diversified Account.


 


f.                                         An Employee’s
right to direct the deemed investments of the Employee’s Account shall continue
during any period of distribution subsequent to the Employee’s termination of
employment in the same manner as if the Employee had continued as an active
Employee, although the Committee may, in its discretion, add additional
registered mutual funds or collective or common trust funds as permissible
deemed investments only for the Accounts of terminated Employees if the
Committee deems such funds to be particularly appropriate or suitable for such
Accounts.


 


g.                                      Sub-Accounts
shall be maintained as provided in Exhibit A hereto and in Section 10
hereof.


 


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 Employee 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 Employees sufficient at all
times to pay in full all benefits payable under the Plan with respect to such
Company’s Employees, including, without limitation, any liquidated damages
payable to such Company’s Employees 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 Employee, but instead to a general account for the payment of Plan
expenses; and


 


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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.                                       Deferrals On or
After January 1, 2000 (“Class Year Accounts”).  For Deferred Amounts of compensation earned
on or after January 1, 2000 and of TCF Stock awards made on or after that
date, at the same time as the Employee elects the Deferred Amounts for a
calendar year, or for a TCF Stock Award, the Employee shall also elect the
timing and form of distribution of such Deferred Amounts for that year, or for
the TCF Stock award, from among the following options:


 


(I)                                    Upon a Date
Certain.  As to Deferred Amounts other
than TCF Stock awards, the Employee may designate the distribution to be either
a lump sum or annual installments (but no fewer than two and no more than 15)
to be paid or to commence on a date in a year designated by the Employee (“Date
Certain”) either before or after employment termination but in no event sooner
than two calendar years after the calendar year when the Deferred Amount was
earned, subject to the Committee’s designation of a uniform month and day for
each year.  For all Deferred Amounts, the
Employee may designate the distribution to be either a lump sum or annual
installments (but no fewer than two and no more than 15) to be paid on or to
commence on such Date Certain.  Any
distribution in annual installments shall commence 30 days after the Date
Certain with succeeding installments paid thereafter on the date designated by
the Committee in each subsequent year. 
Each installment shall consist of the balance of the Employee’s account
at the end of the previous calendar year, multiplied by a fraction, the
numerator of which is 1 and the denominator of which is the number of
installments remaining to be paid. 
Distributions of amounts credited to the Employee’s TCF Stock account
shall be made in whole shares of TCF Stock (disregarding any shares in suspense
or unvested as of the end of the calendar year).  Distributions of amounts credited to the
Employee’s Diversified Account shall be made in cash.  Distributions shall be charged first to any
available cash that is deemed to be held in the Employee’s Account and, to the
extent such cash


 


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is not sufficient to cover
the distribution, pro rata from the TCF Stock Account and the Diversified
Account (by liquidating pro rata portions of each deemed investment in the
Diversified Account).


 


(II)                                Upon Disability.  The Employee may designate an alternative
distribution in the event of Disability, as defined in this Plan, in the form
of either a lump sum or annual installments (but no fewer than two and no more
than 15) to be paid or to commence 30 days after such Disability occurs.  The determination of payments and installments,
including the distribution of only whole shares of TCF Stock with respect to
amounts credited to the TCF Stock Account shall be the same as under the
preceding paragraph (I).


 


(III)                            Upon Other
Termination of Employment, Including Retirement and Death.  The Employee may designate an alternative
distribution in the event of a termination of employment, including retirement,
in the form of either a lump sum or annual installments (but no fewer than two
and no more than 15) to be paid or to commence 30 days after such termination
of employment occurs.  The determination
of payments and installments, including the distribution of only whole shares
of TCF Stock with respect to amounts credited to the TCF Stock account, shall
be the same as under the preceding paragraph (1).


 


(IV)                            Upon a Change
in Control.  The
Employee may designate an alternative distribution in the event of a Change in
Control (as defined in Section 5.j.) in the form of either a lump sum or
annual installments (but no fewer than two and no more than 15) to be paid or,
in the case of annual installments, to commence 30 days after the one year
anniversary of the closing of such Change in Control.  The determination of payments and
installments, including the distribution of only whole shares of TCF Stock from
the TCF Stock account, shall be the same as under the preceding paragraph (I).


 


b.                                      Pre-2000
Account.  Not later than 30 days after
an Employee’s “Distribution Event” (as defined herein), the Trustee shall
commence distribution of the amounts credited to such Employee’s Pre-2000 Account.  Notwithstanding the foregoing sentence, if an
Employee’s distribution requires Committee action then the commencement of
distributions shall occur not later than 30 days after such Committee action
or, if later, after the Employee’s Distribution Event.  Provided, that the Committee shall take any
action required of it no later than its next regularly scheduled meeting after
the Employee’s Distribution Event.  An
Employee’s “Distribution Event” is the first to occur of the following: (i)
termination of employment; (ii) disability; or (iii) the date one year after a “Change
in Control” (as defined herein). 
Commencing within such 30 day period, the balance credited to the
Employee’s Account shall be paid as follows.


 


15-Year
Payment Schedule Subject to Acceleration by Committee.  For distributions not subject to Section 5.c.,
d., or k., payment of the Employee’s Pre-2000 Account shall be in fifteen
annual installments unless the Committee approves a different schedule or
the Employee’s account is subject to the last paragraph of this Section 5.b.  The Committee may determine on a case by case
basis to approve a different payment


 


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schedule for an
Employee after taking into account whether the Employee has executed or will
execute a non-competition agreement in form and scope reasonably acceptable to
the Committee.  The Committee may also
consider such other factors as the Committee considers appropriate in each
case.  Any alternative payment schedule the
Committee approves under this Section 5.b. may be in the form of
installments over such period as the Committee selects, in the form of a lump
sum, or any combination of installments and lump sum payments.  For distributions from the Accounts of
Employees who did not consent to the terms of this Section 5.b., the
balance in the Account shall be paid as provided at the end of this section.


 


(I)                                    The first
payment under Section 5.b. shall be paid on a date the Committee selects
which is no later than 30 days after the Committee’s direction as to the form
and timing of distributions is made or, if later, 30 days after the Employee’s
Distribution Event.  If no date is
selected, the first payment shall be on the date that is the later of 30 days
after the Committee’s action or 30 days after the Employee’s Distribution
Event.  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.


 


(II)                                Each payment
shall be made in cash or in kind as the Committee, in its discretion, shall
determine except that distributions of amounts credited to an Employee’s TCF
Stock Account shall be distributed in the form of TCF Stock.  If the Committee makes no instruction,
distributions of amounts credited to an Employee’s Account that are deemed to
be invested in assets other than TCF Stock shall be distributed in the form of
cash.  Annual installments are intended
to be substantially equal in value.  To
that end, each annual distribution shall be determined as follows.  The amount credited to Employee’s Account, as
reported on the latest available account statement, shall be 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.  The value of any portion of
the Account distributed in cash shall be equal to the cash that would have been
received if the assets in which the Account was deemed to have been invested
had been liquidated on the latest practicable date prior to the distribution
date.


 


(III)                            Notwithstanding
the foregoing subparagraph (I), an Employee who has terminated employment and
commenced receiving payments may elect each year to have the payment otherwise
due on January 31 of the next succeeding year paid as monthly installments
instead, with each payment made on the last day of each month.  Any such election shall be made in writing
and delivered to the Committee on or before December 1 prior to any year
for which it is to be effective.  Such
election may also indicate the assets to be deemed to have been liquidated in
connection with each monthly payment (subject to the requirement that
distributions of amounts credited to an Employee’s TCF Stock Account must be
distributed in the form of whole shares of TCF Stock).  The amount of each monthly payment shall be
equal to the amount that would otherwise be paid in one payment in January,
divided by 12.  Any assets that must be
deemed to have


 


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been liquidated in order to
pay monthly benefits shall be deemed to have been liquidated on the last
practicable date prior to the installment’s payment date.  In no event shall this subparagraph be
construed as allowing the executive to lengthen or shorten the number of years
over which his or her benefits will be paid; the election herein pertains only
to timing of payments within a year.


 


Pre-2000
Account: Lump Sum Payment.  For an Employee’s Pre-2000
Account, distributions to Employees who did not consent to the foregoing terms
of Section 5.b. at the time such provisions were added to the Plan in
1996, shall occur on or about the 30th day after the Employee’s Distribution
Event.  Distribution shall consist of a
single lump sum equal to the total value of the Employee’s Pre-2000 Account,
unless the termination of employment was due to retirement or disability (as
defined herein), in which case the distribution shall be in five annual
installments.  However, the Committee
shall reduce the number of the installments if necessary to provide for annual
payments of at least $15,000.  In
addition, if the value of the Employee’s Account is less than $15,000 as of any
annual installment payment date, the Account shall be paid in full as of such
installment payment date.  Distributions
shall be in the form of cash, except that any portion of the Account that is
deemed to be invested in TCF Stock shall be distributed in the form of
whole shares of TCF Stock.  The value of any portion of the Account distributed
in cash shall be equal to the cash that would have been received if the assets in which such portion of the
Account was deemed to be invested had been liquidated by the Trustee on the
latest practicable date prior to the distribution date.


 


c.                                       Overriding Lump
Sum Distribution in Exchange for Non-Competition Covenant or Reduction in
Account Balance.  Effective
on and after September 30, 1998, each Employee who so elects in accordance
with this paragraph c. and who has had a Distribution Event shall be entitled
to elect to receive a lump sum form of distribution of either the Pre-2000
Account or any Class Year Account.  A
lump sum distribution shall consist of a single distribution of the entire
value of the Employee’s Pre-2000 or Class Year Account (unless the Employee
elects to apply the election to only the portion of the Account that is deemed
to be invested in TCF Stock or to only the portion of the Account that is
deemed to be invested in assets other than TCF Stock) on or about 30 days after
the later of the Employee’s Distribution Event or the date on which the
Employee’s election is filed with TCF Financial.  The distribution shall be in the form of
cash, except that any portion of the Employee’s Account that is deemed to be
invested in TCF Stock shall be distributed in the form of whole shares of TCF
Stock.  The value of any portion of the
Account distributed in cash shall be equal to the cash that would have been
received if the assets in which such portion of the Account was deemed to be
invested had been liquidated by the Trustee on the latest practicable date
prior to the distribution date.  An
Employee’s election under this paragraph c. may occur at any time prior to or
after the commencement of distributions to such Employee.  If distributions have already commenced, such
election shall apply only to the balance of the Employee’s Account at the time
of the election.  The election shall be
made on such form as TCF Financial reasonably requires and shall be accompanied
by whichever of the following the Employee elects to provide: (a) a
non-competition agreement having a value as of the Committee’s action date,
equal to at least 10% of the then-current value of the Employee’s Account; (b)
the Employee’s written acceptance of a reduction by 10% in the


 


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Employee’s Account; or (c)
the Employee’s written acceptance of a reduction by less than 10% in the
Employee’s Account and a non-competition agreement having a value as of the
Committee’s action date equal to at least the difference between 10% of the
then-current value of the Employee’s Account and the reduction accepted in
writing by the Employee.


 


d.                                      Change in
Control Distribution.  In the
event of a Change in Control (as defined in this Plan) all Pre-2000 Accounts in
the Plan will be distributed to all Employees. 
If the Employee’s Pre-2000 Account is subject to Section 5.b.,
distribution will be in the form required by Section 5.b.  If the Employee elects to have Section 5.c.
apply to the Pre-2000 Account, however, then distribution will be in the form
of a lump sum.  Any election to apply Section 5.c.
to an Account in connection with a Change in Control shall meet the
requirements of Section 5.c.  The
first payment, or the lump sum payment, whichever applies, of a Pre-2000
Account shall occur on or about 30 days after the earlier of (i) the date one
year after the Change in Control, or (ii) the date of the Employee’s
termination of employment or disability. 
Any shares of TCF Stock (or securities of a successor company exchanged
for TCF Stock) that are deemed to be held in the TCF Stock Account shall be
distributed in the form of investment in which they are then deemed to be
held.  The value of any distribution from
the Diversified Account distributed in cash shall be equal to the cash that
would have been received if the assets in which the Diversified Account was
deemed to be invested had been liquidated by the Trustee on the latest
practicable date prior to the distribution date.  Notwithstanding anything in this Section 5.d.
to the contrary, if at least twelve months prior to the earlier of: (A) the
date on which a Change in Control occurs; or (B) the date on which a definitive
agreement pursuant to which a Change in Control occurs is signed by all
parties, an Employee files a written election with the Committee to have his or
her Pre-2000 Account in the Plan distributed on a Date Certain in accordance
with rules substantially similar to those described in Section 5.a.(I) or
upon termination of employment in accordance with rules substantially similar
to those described in Section 5.a(III), the Employee’s Pre-2000 Account
shall be distributed in accordance with the Employee’s last timely written
election to that effect and not in accordance with the default rules of this Section 5.d.  In the event of a Change in Control, all
Class Year Accounts of an Employee shall be distributed to the Employee if he
or she so elected, at the time and in the manner elected under Section 5.a.
at the time the Class Year Account was deferred.  If the Employee subsequently elects to have Section 5.c.
apply to the Class Year Account, however, then distribution shall be in the
form of a lump sum.


 


e.                                       For purposes of
this section, an Employee’s employment is considered to terminate as of the
date which is the later of (i) Employee’s last date of service for the Company,
or (ii) the last date on which there is an employment relationship between the
Employee and a Company.


 


f.                                         For purposes of
this section, an Employee is disabled as of the date the Employee is eligible
for payments under the long term disability plan of a Company.


 


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


 


h.                                      For purposes of
this section, an Employee’s termination of employment is a retirement if so
determined by the Committee under all the facts and circumstances.


 


i.                                          For purposes of
this Section 5, the value of a non-competition agreement shall be
determined in all cases on the basis of an independent appraisal, unless such
an appraisal is deemed unnecessary by both the Committee and the Employee.


 


j.                                          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 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.


 


k.                                       Notwithstanding
any other provision of this Section 5 or any payment schedule approved
by the Committee 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 with respect to an Employee who
has terminated employment with a Company that part or all of the value of the
Employee’s Deferred Amounts or Plan Account which has not actually been
distributed to the Employee, or that part or all of a separate account that has
been established for the Employee under a trust described in Section 4, is
nevertheless required to be included in the Employee’s gross income for federal
and/or State income tax purposes, then the Deferred Amounts or


 


10





















 


the Account or the part
thereof that was determined to be includible in gross income shall be
distributed to the Employee in a lump sum 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.k. 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 Employee does not appeal
within the time prescribed for appeals.


 


l.                                          Effective for
distributions commencing on or after May 16, 2001, an Eligible Employee may
elect to have benefits due under this Plan distributed in any one of the forms
allowed by the Plan, provided that the election is in writing and is executed
and delivered to TCF Financial or to its Corporate Secretary (or designee) on
behalf of TCF Financial, prior to the Employee’s termination of employment and
no later than one year (365 days) before such Employee’s distribution event.


 


m.                                    Notwithstanding
the foregoing, with respect to any amounts deferred by Participants under the
Plan on or before December 31, 2004, but which were not earned and vested
(as defined under IRC § 409A) on that date, such amounts shall be
separately accounted for under the Plan and shall be distributed to the
Participant in a lump sum form of distribution no sooner than six months after
the earliest to occur of the following: such Participant’s termination of
employment, financial emergency (as defined in IRC § 409A), disability or
death, previously-elected date certain, the termination of the Plan (to the
extent IRC § 409A permits distributions on Plan termination), change in
control (to the extent IRC § 409A permits distributions upon a change in
control) or any other distribution event under the Plan which is a permitted
distribution event under IRC § 409A.


 


6.                                      Emergency Payments.  In the event of an “unforeseeable emergency”
as determined hereafter, the Committee may determine the amounts payable under Section 5
hereof and pay all or a part of such amounts without regard to the payment
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 Employee
(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 Employee resulting from a
sudden and unexpected illness or accident of the Employee or beneficiary, or of
a dependent (as defined in Section 152(a) of the Internal Revenue Code of
1986, as amended) of the Employee or beneficiary, loss of the Employee’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 Employee 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 Employee’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 Employee’s deferrals
under the Plan.  Such action shall be
taken only if Employee (or Employee’s legal representatives or successors)
signs an application describing fully the circumstances which are deemed to
justify the payment, together with an estimate of the amounts necessary to
prevent such hardship, which application shall be 


 


11





















 


approved by the Committee after making such inquiries as the Committee
deems necessary or appropriate.


 


7.                                      Method of Payments.


 


a.                                       In the event of
Employee’s death, payments shall be made to the persons (including a trustee or
trustees) named in the last written instrument signed by Employee and received
by the Committee prior to Employee’s death, or if Employee fails to so name any
person, the amounts shall be paid to Employee’s estate or the appropriate
distributee thereof.  The Committee, the
Companies, 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 grantable, transferable, or
otherwise assignable in anticipation of payment thereof, in whole or in part,
by the voluntary or involuntary acts of any such persons, or by operation of law,
and shall not be pledged, encumbered, or otherwise liable or taken for any
obligation of such person.


 


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 Company(ies) by which the Eligible
Employee was employed, except to the extent that such payments are made out of
the trust described in Section 4.


 


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.j. 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


 


12





















 


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 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.


 


13





















 


9.                                      Miscellaneous.


 


a.                                       Except as
limited by Section 7.c. and except that an Employee shall have a
continuing power to designate a new recipient in the event of Employee’s death
at any time prior to such death without the consent or approval of any person
theretofore named as Employee’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, the Employees, 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 or overnight delivery service, return
receipt requested.  Any notice given by
registered mail or overnight delivery service shall be deemed to have been
given upon the date of delivery indicated on the return receipt, if correctly
addressed.


 


c.                                       Nothing in this
document shall interfere with the rights of any Employee 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 to terminate an Employee’s employment at
will.


 


e.                                       This Plan
constitutes a mere promise by the Companies to make benefit payments in the
future, and it is intended to be unfunded for tax purposes and for the purposes
of Title I of ERISA.  The rights of an
Employee or beneficiary to receive benefit payments hereunder are solely those
of an unsecured general creditor.


 


f.                                         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 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 or the
requirement of a claim) and the value of the distributed shares on the actual
date of distribution.


 


g.                                      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.


 


h.                                      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


 


14





















 


portion of the participant’s
account payable to that beneficiary, without regard to any outstanding
installment payment election.


 


10.                               Investment Elections by
Employees; Deferred TCF Stock Awards; Purchase Procedures for
Purposes of Rule 16b-3.


 


a.                                       Employees may
elect to have investments that have been deemed to have been made in their
Deferred Compensation Accounts under Section 3 or 4 deemed to have been
liquidated and reinvested as directed, provided that any investment
election shall be exercised in writing by the Employee and approved by the
Committee or its approved representative under such terms and conditions as the
Committee deems appropriate (Exhibit A to this Plan), and further provided
that on and after September 30, 1998 any deemed investments in TCF Stock
shall be subject to paragraph b. of this Section 10.


 


b.                                      If an Employee
directs or retains any deemed investment in shares of TCF Stock on or after September 30,
1998, or defers an award of TCF Stock, the Employee’s Account shall include a
TCF Stock Account which shall operate as follows:


 


i.                                          All shares of
TCF Stock that were deemed to have been held in the Employee’s Account on September 30,
1998 (excluding any shares held in suspense or unvested pursuant to paragraph
c. of this section) shall be allocated on that date to the Employee’s TCF Stock
Account and the fixed number of shares so allocated shall be the beginning
balance of the TCF Stock Account.


 


ii.                                       Thereafter, the
TCF Stock Account shall be increased by the number of shares, if any, of TCF
Stock deemed to be purchased from Deferred Amounts or from dividends (other
than nondeferred dividends) and/or interest pursuant to the Employee’s
directions under Section 3 of this Plan and by any shares of TCF Stock
released from pledge or becoming vested, as provided in paragraph c. of this
section.


 


iii.                                    The balance of
shares of the TCF Stock Account shall in no event be decreased.


 


iv.                                   Shares
allocated to the Employee’s TCF Stock Account shall be subject to all of the
restrictions and other provisions of this Committee’s action dated 8-24-98
establishing separate accounts for TCF Stock as compared to non-TCF Stock
assets.


 


v.                                      Effective
January 1, 2005 no further elections shall be allowed under this section 10.b.v
of this Plan as provided in Appendix C. An employee’s last election before December 31, 2004 shall remain in effect until
the employee’s entire account is distributed.


 


c.                                       Deferred
Amounts consisting of TCF Stock awards shall be held unallocated until such
time as the shares vest in accordance with the terms of the award
agreement.  As of the date any such
shares become vested, the number of shares vesting


 


15





















 


shall be allocated to the
Employee’s Account and shall thereafter become subject to distribution the same
as any other shares of TCF Stock in which the TCF Stock Account is deemed
invested.  Any cash dividends paid on
unvested shares of TCF Stock, if such dividends have been deferred by the Employee,
shall be allocated to the Employee’s account and deemed invested as directed by
the Employee.  Any stock dividends paid
on unvested shares of TCF Stock, if such dividends have been deferred by the
Employee, shall be allocated to the Employee’s TCF Stock account and increase
the TCF Stock account balance unless such dividends are in the nature of a
stock split, in which case they shall be held unallocated until such time as
the award vests.


 


d.                                      Any election of
Deferred Amounts of salary or incentive compensation under Section 1.b.
shall be exercised in writing by the Employee and filed with the Committee no
later than the date prior to the date the first salary or incentive
compensation, part or all of which is to become a Deferred Amount, is earned.


 


e.                                       Any investment
election under Section 3 or 4 relating to initial or periodic deemed
investments of Deferred Amounts in TCF Stock, whether as a result of an initial
or yearly election to participate in the Plan or a change in the level of
participation in the Plan, shall be exercised in writing by the Employee and
filed with the Committee no later than the date prior to the date the first
salary or incentive compensation, part or all of which is to become a Deferred
Amount, is earned.  Investments of Deferred
Amounts in equity securities of TCF Financial shall be deemed to occur as soon
as practicable after the payroll date for which the Deferred Amount is
received, and in the case of deemed investments consisting of TCF Stock, no
later than two weeks after such payroll date, with the exact date and purchase
terms to be determined by the Committee on such basis as it reasonably
determines.


 


f.                                         Any investment
election under Section 3 or 4 relating to the deemed liquidation of
existing investments and the deemed reinvestment or reapplication of proceeds
within the Plan shall be consistent with Exhibit A hereto, shall be exercised
in writing and filed with the Committee by the Employee on any date, provided
that any such election which is a discretionary purchase of TCF Stock is at
least six months after the date of the Employee’s last such discretionary
election (as defined in Rule 16b-3) of a sale of TCF Stock under any other
benefit plan of a Company.  Liquidation
and/or reinvestment of funds within the Plan under Section 3 or 4 shall be
deemed to have occurred as soon as practicable after the Employee’s election is
filed with the Committee, provided that the Committee determines it is a valid
election and, in the case of a deemed investment or reinvestment in TCF Stock,
no later than two weeks after the date such election is filed with the
Committee and determined to be valid, with the exact date(s) and terms of any
such transaction involving TCF Stock to be determined by the Committee on such
basis as it reasonably determines.


 


g.                                      For purposes of
this Section 10, filing with the corporate secretary of TCF Financial
shall be deemed to be a filing with the Committee.


 


11.                               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,


 


16





















 


that no amendment shall be effective unless it has the written consent
of all participants, all participants who are former employees 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 employees 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.k.
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.


 


17





















 


EXHIBIT A


 


(Action of 16b-3 Sub-Committee of the
Personnel Committee Establishing TCF Stock Accounts and Diversified Accounts
effective as of September 30, 1998 and as amended effective as of January 1,
2000)


 


1.                                       Effective as of September 30,
1998 (the “Effective Date”), each participant’s Account in the Plan shall be
divided into two sub-accounts: a “TCF Stock Account” and a “Diversified
Account.”  All shares of common stock of
TCF Financial (“TCF Stock”) that are deemed to be held in a participant’s
Account on the Effective Date shall be allocated as of that Date to the
Participant’s TCF Stock Account.  All
other investments that are deemed to be held in a participant’s Account on the
Effective Date shall be allocated as of that date to the participant’s
Diversified Account.  Thereafter, the
Sub-Accounts shall operate as follows:


 


a.                                       The TCF Stock
Account shall be deemed to be invested solely in shares of TCF Stock (and in
cash or cash equivalent money market funds for fractional shares or for funds
held temporarily prior to investment). 
The Diversified Account shall not at any time be deemed to be invested
in any shares of TCF Stock.  Except as
permitted by paragraph e, below, no transfer of assets will be permitted from
the TCF Stock Account to the Diversified Account or from the Diversified
Account to the TCF Stock Account.


 


b.                                      A participant’s
TCF Stock Account shall be deemed to be invested in all shares of TCF Stock
allocated to it on or after the Effective Date and such shares shall not be
subject to any deemed sale, transfer, assignment, pledge or other hypothecation
in any manner.  Upon the occurrence of a
Distribution Event (as defined in the Plans) the distributions from the Plan to
the participant with respect to such shares will be made in an in-kind
distribution pursuant to the terms of the Plan.


 


c.                                       The Diversified
Account shall not at any time be deemed to purchase or invest in any shares of
TCF Stock, but shall be deemed to invest in such investments as the participant
directs and as the Committee permits from time to time.


 


d.                                      Any new
Deferred Amounts for a participant after the Effective Date shall be allocated
to either the participant’s TCF Stock Account or to such participant’s
Diversified Account, as the participant shall direct in an irrevocable election
filed before the beginning of each calendar year and applicable throughout the
calendar year.  The Deferred Amounts
shall be credited to the applicable sub-Account as of the same date that they
are otherwise credited to the participant’s Account under Section 3.a. of
the Plan.


 


e.                                       Dividends
deemed to have been generated by a participant’s TCF Stock Account and which
are deferred shall be deemed to have been reinvested in the TCF Stock Account,
or in the Diversified Account, as the participant directs in an irrevocable
election filed before the beginning of each calendar year and applicable
throughout the calendar year.  Any
interest or dividends deemed to have been generated by a participant’s
Diversified Account shall be deemed to have been reinvested in the Diversified
Account, or in the participant’s TCF Stock Account, as the participant directs


 


18





















 


in an irrevocable election
filed before the beginning of each calendar year and applicable throughout the
calendar year, unless management determines that the deemed reinvestment of
interest and dividends within or from the Diversified Account is not
administratively feasible.  If the
participant does not file an election with respect to the investment of
interest and/or dividends, all interest and dividends shall be deemed to have
been reinvested in the asset that generated them.


 


19





















 


APPENDIX A
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 employees 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
employees or their beneficiaries will revert to TCF Financial upon termination
of the Trust.


 


20





















 


APPENDIX B


 


DISTRIBUTION
PROCEDURES


 


(10/03/01)


 


Covered Plans.  These
Procedures have been adopted as Appendices to the following plans: Executive,
Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental
Employees Retirement Plan (“SERP”) - 401-k Plan Portion.


 


Timing of Distribution
(Lump Sum vs. Installment).  As elected by the Employee at the
time of joining the Plan.  Superseding
elections may be made at any time up to one year prior to distribution.


 


•                                          Lump Sum - 30 days after “distribution event” (usually,
termination of employment).


 


•                                          Installments - First installment is 30 days after
distribution event.  Subsequent
installments on February 15th of each succeeding year.  Each installment amount is determined by multiplying
the account balance on 12/31 of previous year by a fraction of 1/number of
remaining installments.


 


Form of Distribution -
Stock or Cash


 


	
  If Your Account

  is 100% TCF

  Stock.

  	
  If Your Account
  Contains both

  TCF Stock and Diversified

  Account.

  	
  If your Account
  is 100%

  Diversified Account.

  
	
  The distribution will be settled
  entirely in whole shares of TCF Stock (plus cash for any fractional share).

  	
  Automatic Method – Cash first,
  then pro rata: The
  distribution will be deducted first from any cash/money market balances in
  your plan account, then pro rata from TCF Stock and Diversified Plan Account
  balances. TCF Stock portion will be made in whole shares of TCF Stock (with
  cash for any fractional share). Diversified Account portion will be paid in
  cash equal to its value on February 15th.

  	
  Automatic Method – Cash first,
  then pro rata: The
  distribution will be deducted first from any cash/money market balances in
  your plan account then pro rata from the deemed investments in your
  Diversified Account. The distribution will be paid in cash equal to the value
  on February 15th of the deemed investments from which it was deducted.

  
	
   

  	
  Alternative Elections: 1. You may direct
  the deemed sale of non-TCF stock assets to provide cash for the distribution.
  2. You may specifically designate the assets to apply to the distribution.
  (Example: You specify 100% of the distribution 

  	
  Alternative Elections: 1. You may direct
  the deemed sale of assets to provide cash for the distribution. 2. You may
  specifically designate the assets to apply to the distribution. (Example: You
  specify 100% of the distribution will come from one 

  



 


21





















 


	
   

  	
  will come from the Diversified Account).

  	
  particular investment in the Diversified
  Account).

  
	
   

  	
  Election Deadline: December 31 of the
  previous year.

  	
  Election Deadline: December 31 of the
  previous year.

  



 


Tax Withholding


 


	
  Automatic Method of Withholding –
  Net Pro rata Against the Distribution:

   

  The minimum required withholding
  (28% federal plus applicable state percentage) will be deducted from each
  part of the distribution on a pro rata basis by type of asset.  Valuation for both the income reported and
  the withholding will be based on deemed sale price of the investment on February 15th.

  	
  Alternative Election – Pay by
  Check:  You may elect to pay the withholding by
  check.  TCF Legal will calculate the
  amount due on February 15th based on average market values on that
  date.   TCF Legal must receive check
  before the distribution will be forwarded to you.

  	
  Alternative Election – Specify
  Netting:  You may elect to net the withholding
  against the distribution on some basis other than pro rata.   (Example: 
  You specify that 100% of withholding will come from the Diversified
  Account portion of the distribution.)

  
	
   

  	
  Election Deadline – December 31 of the
  previous year.

  	
  Election Deadline – December 31 of the
  previous year.

  



 


•                                          Distributions will be sent by US. Mail to your home
address on file with the TCF Legal Department unless you have provided other
delivery instructions in writing.  If you
have a stock brokerage account, distributions can be sent to it on a same day
basis.


 


•                                          These procedures are subject to interpretation and
application by the Company, whose interpretation is final.


 


22





















 


APPENDIX 
C


 


FREEZING OF
PLAN AND OTHER AMENDMENTS 


UNDER INTERNAL
REVENUE CODE § 409A


 


(01-05-05)


 


Effective January 1, 2005, no further deferral elections shall be
allowed under section 1 of this Executive Deferred Compensation Plan and no
further elections shall be allowed under section 10.b.v of the Plan.


 


The Company may offer elections to Plan participants during the
calendar year 2005 under terms authorized by IRC § 409A to revoke or
cancel their previous elections on amounts previously deferred that were not “earned
and vested” on December 31, 2004 (as defined under IRC § 409A or
regulations issued thereunder) as provided in new Plan section 1 and may
allow participants to elect whether or not to pay tax withholding on any shares
distributed to them by netting the tax withholding due against the shares,
provided any such election is made no less than 6 days before the shares are
distributed (it being the intention that such election will be exempt from
matching under Rule 16b-3).


 


Any amounts not earned and vested on December 31, 2004 (as defined
in the previous paragraph) and for which deferral is not revoked or cancelled
under the new Plan section 1 shall be subject to the new Plan section 5.m.


 


This Appendix 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 Appendix
(and the sections added by this Appendix to the Plan) shall be construed
consistent with this intent. The Plan continues in effect with respect to
amounts deferred under the Plan for the years 2004 and before which were earned
and vested on or before December 31, 2004. 
The Plan is not subject to IRC § 409A or regulations issued
thereunder except with respect to any amounts that were not earned and vested,
as defined pursuant to IRC § 409A, by December 31, 2004


 


23