Exhibit 10(b)


 


Amended and Restated


 


TCF Financial Incentive Stock Program


 


(As submitted to the TCF Annual Stockholders’


Meeting on April 28, 2004 and amended on October 16, 2006


and amended and restated on January 21, 2008)


 


1.                                       Purpose; Program Renewal.


 


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


 


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


 


2.                                       Administration.


 


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


 


3.                                       Participants.


 


Participants
in the Program will consist of such officers and other employees of the Company
and its subsidiaries as the Committee in its sole discretion may designate from
time to time to receive Benefits hereunder.  The Committee’s 


 


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designation
of a participant in any year shall not require the Committee to designate such
person to receive a Benefit in any other year.  The Committee shall
consider such factors as it deems pertinent in selecting participants and in
determining the type and amount of their respective Benefits, including without
limitation (i) the financial condition of the Company; (ii) anticipated
profits for the current or future years; (iii) contributions of
participants to the profitability and development of the Company; and (iv) other
compensation provided to participants.


 


4.                                       Types of Benefits.


 


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


 


5.                                       Shares Reserved Under the Program.


 


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


 


6.                                       Incentive Stock Option Plan.


 


Incentive
Stock Options will consist of options to purchase Common Shares at purchase
prices not less than one hundred percent (100%) of the Fair Market Value (as
defined in paragraph 16 below) of such Common Shares on the date of grant. 



 


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Incentive
Stock Options will not be exercisable more than ten (10) years after the
date of grant.  In the event of termination of employment for any reason
other than retirement, disability or death, the right of the optionee to
exercise an Incentive Stock Option shall terminate upon the earlier of the end
of the original term of the option or three (3) months after the optionee’s
last day of work for the Company and its subsidiaries.  If the optionee should
die within three (3) months after termination of employment for any reason
other than retirement or disability, the right of his or her
successor-in-interest to exercise an Incentive Stock Option shall terminate
upon the earlier of the end of the original term of the option or three (3) months
after the date of such death.  In the event of termination of employment
due to retirement or disability, or if the optionee should die while employed,
the right of the optionee or his or her successor in interest to exercise an
Incentive Stock Option shall terminate upon the earlier of the end of the
original term of the option or twelve (12) months after the date of such
retirement, disability or death. If the optionee should die within twelve (12)
months after termination of employment due to retirement or disability, the
right of his or her successor-in-interest to exercise an Incentive Stock Option
shall terminate upon the later of twelve (12) months after the date of such
retirement or disability or three (3) months after the date of such death,
but not later than the end of the original term of the option.  The
aggregate fair market value (determined as of the time the Option is granted)
of the Common Shares with respect to which Incentive Stock Options are exercisable
for the first time by any individual during any calendar year (under all option
plans of the Company and its subsidiaries) shall not exceed $100,000.  An
Incentive Stock Option granted to a participant who is subject to Section 16
of the Securities Exchange Act of 1934, as amended (the “Securities Exchange
Act”), may be exercised only after six (6) months from its grant date
(unless otherwise permitted under Rule 16b-3 of the Securities and
Exchange Commission).


 


7.                                       Non-qualified Stock Option Plan.


 


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


 


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death. 
Unless otherwise provided in the applicable Award Agreement, if the optionee
should die within twelve (12) months after termination of employment due to
retirement or disability, the right of his or her successor-in-interest to
exercise a Non-qualified Stock Option shall terminate upon the later of twelve
(12) months after the date of such retirement or disability or three (3) months
after the date of such death, but not later than the end of the original term
of the option.  A Non-qualified Stock Option granted to a participant who
is subject to Section 16 of the Securities Exchange Act may be exercised
only after six (6) months from its grant date (unless otherwise permitted
under Rule 16b-3 of the Securities and Exchange Commission).


 


8.                                       Stock Appreciation Rights Plan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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9.                                       Restricted Stock Awards Plan.


 


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


 


10.                                 Performance Units Plan


 


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


 


(II)                           Performance Stock awards are intended to
qualify as performance-based compensation for purposes of Code section
162(m).  Performance Stock shall consist of common shares granted to
participants which may be vested in whole 


 


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or
in part if the Company achieves certain goals established by the Committee over
a designated period of time, but not in any event more than ten (10) years. 
The goals established by the Committee may use any of the following business
criteria: Net Income, Return on Average Assets (“ROA”), Business Unit ROA,
Return on Average Equity (“ROE”), Business Unit ROE, Return on Tangible Equity
(“ROTE”), Business Unit ROTE, Earnings Per Share (“EPS”) or Cash EPS, as
defined below:


 


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


 


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


 


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


 


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


 


(e) 
The term “Business Unit ROA” means the Net Income of a business unit or
subsidiary managed by a Covered Executive Officer, divided by the business 


 


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unit’s
or subsidiary’s average total assets (adjusted to eliminate unrealized gains or
losses on assets available for sale resulting from SFAS 115) for the
Performance Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


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rights
acquired in business combinations.


 


The
Committee shall establish the goal(s) for each award of Performance Units
or Performance Stock in writing on or before the last date permitted under Section 162(m) of
the Code.  The Committee shall also select the employees to whom the
Performance Stock shall be awarded, who shall all be “key employees” as
determined by the Committee.  The Committee shall also establish in
objective terms the method for computing the number of shares vested to the
employee if the goal is achieved.


 


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


 


11.                                 Nontransferability.


 


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


 


12.                                 Other Provisions.


 


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


 


The
Committee may, in its discretion, permit payment of the purchase price of
shares under Stock Options under the Program by delivery of a properly executed



 


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exercise
notice together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the purchase
price.  To facilitate the foregoing, the Company may enter into agreements
for coordinated procedures with one or more brokerage firms.


 


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


 


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


 


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


 


14.                                 No Further Awards Under Prior Program.


 


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


 


15.                                 Taxes.


 


The
Company shall be entitled to withhold the amount of any tax attributable to any
amount payable or shares deliverable under this Program after giving the person
entitled to receive such amount or shares notice as far in advance as
practicable, and the Company may defer making payment or delivery if any such
tax may 


 


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be
pending unless and until indemnified to its satisfaction. In no event shall the
Company withhold any amount for the payment of tax in excess of the minimum
statutory withholding rates for Federal and state tax purposes.


 


16.                                 Definitions.


 


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


 


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


 


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


 


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


 


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


 


(c)                                  the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the 


 


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surviving
entity) at least 70% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company’s assets; provided, however,
that no change in control will be deemed to have occurred if such merger,
consolidation, sale or disposition of assets, or liquidation is not
subsequently consummated.


 


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


 


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


 


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


 


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


 


17.                                 Adjustment Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18.                                 Amendment and Termination of Program.


 


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


 


19.                                 Stockholder Approval.


 


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


 


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