Exhibit 4.3


 


SECOND AMENDMENT TO THE

RENEWED RIGHTS AGREEMENT


 


                This Second Amendment, dated as
of November 12, 2008 (the “Amendment”), amends that certain Renewed
Rights Agreement, dated
as of May 12, 1999, between TCF Financial Corporation, a Delaware corporation
(the “Corporation”), and Computershare Trust Company, N.A., successor
rights agent to BankBoston, N.A., as Rights Agent (the “Rights Agent”)
as amended by that certain Amendment to Renewed Rights Agreement, dated January 24,
2005, between the Corporation and the Rights Agent (as amended, the “Renewed
Rights Agreement”). Except as otherwise expressly provided herein, or
unless the context requires, all terms used herein shall have the meanings
assigned to them in the Renewed Rights Agreement.


 


                WHEREAS, pursuant to Section 27
of the Renewed Rights Agreement, by action of the Board of Directors, the Corporation
may, and the Rights Agent shall, if so directed from the Corporation, from time
to time supplement or amend the Renewed Rights Agreement without the approval
of any holders of Rights Certificates, in accordance with the provisions of Section 27
thereof; and


 


                WHEREAS, the Board of
Directors of the Corporation has determined that it is in the best interest of
the Corporation and its stockholders to amend the Renewed Rights Agreement in
certain respects, and the Corporation has delivered to the Rights Agent a
certificate stating that this Amendment complies with Section 27 of the Renewed
Rights Agreement.


 


                NOW THEREFORE, in
consideration of the foregoing and the mutual agreements set forth herein, the
Corporation and the Rights Agent hereby agree as follows:


 


A.            Amendment of Section 7(a).
Section 7(a) of the Rights Agreement is hereby deleted and replaced
in its entirety with the following paragraph:


 


Section 7.
Exercise of Rights; Purchase Price; Expiration Date of Rights.


 


                a)     Except as provided in Section 11(a)(ii),
the registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provide herein) in whole or in part at
any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly
completed and executed, to the Rights Agent at the principal office of the
Rights Agent, together with payment of the Purchase Price for each one
one-hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the Close of Business on November 12,
2008 (the “Final Expiration Date”), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the
time at which such Rights are exchanged as provided in Section 24 hereof.


 


 

















 


B.            Amendment of Exhibits. The
Exhibits to the Renewed Rights Agreement shall be restated to reflect this
Amendment, including all conforming changes.


 


C.            Severability. If any term,
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.


 


D.            Counterparts. This Amendment
may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


[Signature page follows]


 


 


2

















 


                IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first
above.


 


	
  TCF
  FINANCIAL CORPORATION

  	
  COMPUTERSHARE
  TRUST

  
	
   

  	
  COMPANY,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Gregory J. Pulles

  	
   

  	
  By:

  	
  /s/
  Katherine S. Anderson

  	
   

  
	
  Name:

  	
  Gregory
  J. Pulles

  	
  Name:
  

  	
  Katherine
  S. Anderson

  
	
  Title:

  	
  Vice
  Chairman, General

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
  Counsel,
  Secretary