Exhibit 10(n)


 


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
(“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 non-employee directors (as defined by Rule 16b-3
of the Securities and Exchange Commission (the “SEC”)) of the Board of TCF
Financial (the “Committee”).  In the
event such directors at some time do not qualify as disinterested
administrators for the purposes of Rule 16b-3, 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.  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 anticipated 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 (not including Committee chair retainer fees) in
effect on that day.  Awards will be made
upon the full vesting of an award previously granted to Directors under the
Program.


 

















 


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 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 as soon as reasonably feasible following the
fiscal year in which the goal is achieved, as determined by the Committee.  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 TCF Financial 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 a 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 by 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 Section 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 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 of 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 or the Committee 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 most recent approval by
shareholders, unless the shareholders approve renewal of this Program before it
expires.


 


8.                                      SHAREHOLDER
APPROVAL


This Program will be submitted to the TCF Shareholders for approval on April 27,
2005.