Exhibit 10(n)


 


SECRETARIAL CERTIFICATION

OF THE

COMPENSATION/NOMINATING/CORPORATE GOVERNANCE COMMITTEE

TCF FINANCIAL CORPORATION

July 19, 2004


 


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Following discussion,
and upon motion duly made, seconded and carried, the following resolutions were
adopted:


 


RE: Amendment of Directors Stock
Grant Program


 


WHEREAS, the New York Stock Exchange has adopted
listing standards requiring formula plans such as the Directors Stock Grant
Program to be limited to ten years in duration;


 


NOW, THEREFORE, IT IS HEREBY


 


RESOLVED, that the TCF Directors Stock Grant Program
is hereby amended and restated in the form of the Directors Stock Grant Program
document submitted to this meeting, whereby the Program is limited to a term of
ten years from the date of last shareholder approval, to expire in 2006 unless
re-approved and extended by shareholders prior to that date.


 


I, Gregory J. Pulles, Secretary of TCF Financial Corporation, do hereby
certify that the foregoing is a true and correct copy of excerpt of minutes of
the special meeting of the Compensation / Nominating / Corporate Governance
Committee of the TCF Financial Corporation Board of Directors held on July 19,
2004 and that the minutes have not been modified or rescinded as of the date
hereof.


 


 


	
   

  	
  /s/ Gregory J. Pulles

  	
   

  
	
   

  	
  Gregory J. Pulles

  



 


(Corporate Seal)


 


 


Dated: July 20, 2004


 





















 


DIRECTORS
STOCK GRANT PROGRAM


 


1.               PURPOSE


The purpose of the Directors Stock Grant Program (the “Program”)
is to attract and retain qualified individuals to serve as directors of TCF
Financial Corporation (the “TCF Financial”) and its subsidiaries, and to
encourage and enhance ownership of TCF Common Stock by these individuals.


 


2.               ADMINISTRATION


Full power to construe, interpret and administer the
program is vested with a committee consisting of the employee directors of the
Board of TCF Financial (the “Committee”). In the event such directors at some
time do not qualify as disinterested administrators for purposes of Rule 16b-3
of the Securities and Exchange Commission (the “SEC”), if disinterested
administration is then required in order for the shares of TCF Stock awarded
under the Program to be exempt under Rule 16b-3, then the Board of Directors
will appoint a new Committee which qualifies under the provisions of Rule 16b-3
as then in effect. 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 writing signed by a majority of the Committee
members.


 


3.               PARTICIPANTS


Participants in the Program will consist of the
outside directors of TCF Financial and its subsidiaries from time to time.


 


4.               BENEFITS


Director restricted stock awards will consist of
common shares transferred to Directors without other payment as additional
compensation for their services to TCF Financial or one of its subsidiaries.


 


Each director of TCF Financial will periodically
receive formula awards of restricted shares. 
Each award will be equal in value to three (3) times the total amount of
his or her annual retainer fee.  Awards
will be made in January of the applicable year to all directors then
eligible.  A director elected by the
board between grants will receive a pro-rated award based on the number of
months from the beginning of board service until the next stock award
date.  Value will be determined on the
basis of the Fair Market Value of TCF Stock on the day the award is made, based
on the annual retainer in effect on that day. During the time the shares are
restricted, they will not be transferable by the directors and a legend will be
placed on the stock certificates to that effect. Vesting will occur over a
minimum of three years, and is based on the attainment of the goal (currently
20% ROTE) set for the award by the


 





















 


Committee. If the goal is not achieved, no vesting
occurs for that year. There is not, however, a forfeiture in years (if any)
when the goal is not achieved, so that the grant is effectively extended for an
additional year in such circumstances. The director must be on the board on
December 31 of the year in order to receive shares vesting based on that year’s
performance. If the goal is achieved, one-third of the shares will vest
effective as of January 1 following the fiscal year in which the goal is
achieved. Once the shares have vested, another formula award of the same number
of shares is automatically made.  If some
or all of the restricted shares are not vested on the basis of goals by ten
(10) years after the grant date, and if the director is still with the company
on that date, then any remaining restricted shares will become vested on that
date.  If a director retires from service
on the board of TCF Financial pursuant to board policy on director retirement
in effect at that time, the restricted period will lapse and all shares will
become fully vested. There is no vesting in the event of full or partial
disability.


 


5.               DEFINITIONS


 


FAIR MARKET VALUE.


The term “Fair Market Value” of TCF Financial’s Common
Shares at any time shall be the average of the high and low sales prices for
TCF Financial’s Common Shares for the date, as reported on the New York Stock
Exchange.


 


SUBSIDIARY


The term “subsidiary” 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 TCF Financial.


 


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 TCF Financial representing
thirty percent (30%) or more of the combined voting power of TCF Financial’s
then outstanding securities. For purposes of this clause (a), the term “beneficial
owner” does not include any employee benefit plan maintained by TCF Financial
that invests in TCF Financial’s voting securities; or


 


(b)         during any period of two
(2) consecutive years (not including any period prior to April 1995) 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 as new directors whose
nomination for election by TCF Financial’s shareholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved; or


 





















 


(c)          the shareholders of 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 70% 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.


 


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”
means a retirement under the policies of the Board of Directors of TCF
Financial in effect at the time of a director’s departure from the Board.


 


6.               ADJUSTMENT
PROVISIONS


If TCF Financial shall at any time change the number
of issued Common Shares without new consideration to TCF Financial (such as by
stock dividends or stock splits), the total number of shares reserved for
issuance under this Program, the number of shares covered by each outstanding
Benefit shall be adjusted so that the limitations, the aggregate consideration
payable to TCF Financial, and the value of each such Benefit shall not be
changed. The Committee shall also have the right to provide for the
continuation of Benefits or for other equitable adjustments after changes in
the Common Shares resulting from reorganization, sale, merger, consolidation or
similar occurrence.


 


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 the grants
in connection with any merger, consolidation, acquisition of property or stock,
or reorganization upon such terms and conditions as it may deem appropriate.


 


All terms and conditions of all restricted stock
awards outstanding shall be deemed satisfied and all such awards shall vest as
of the date of a Change in Control.


 





















 


7.               AMENDMENT AND
TERMINATION OF PROGRAM


The Board of Directors of TCF Financial may amend this
Program from time to time, but not more often than once every six months, other
than to comply with requirements of the Internal Revenue Code, or may terminate
this Program at any time, but no 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. 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 TCF Financial or result in the program
losing its status as a protected plan under said Rule 16b-3.  This Program shall expire ten years from the
date of its approval by shareholders, unless the shareholders approve renewal
of this Program before it expires.


 


8.               SHAREHOLDER
APPROVAL


This Program was approved by TCF Shareholders on April
24, 1996.  Re-approval by shareholders is
required every ten years or else the Program expires.