Exhibit 10(r)-1


 


SECRETARIAL CERTIFICATION


OF THE


COMPENSATION/NOMINATING/CORPORATE GOVERNANCE


COMMITTEE


TCF FINANCIAL CORPORATION


 


July 19, 2010


 


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


 


Re:  Amendment of Directors 2005 Deferred
Compensation Plan


 


WHEREAS,
the Committee wishes to clarify the provisions of the TCF Directors 2005
Deferred Compensation Plan in certain respects;


 


NOW,
THEREFORE, IT IS HEREBY


 


RESOLVED,
that Section 1.b. of the Plan is amended in its entirety, to read as
follows:


 


“b.           Any elections with
respect to Deferred Amounts of fees or TCF Stock shall be exercised in writing
by the Director prior to the later to occur of the following: (i) the last
day of the calendar year in which the fees are to be earned or in which the TCF
stock award is made; or (ii) the thirtieth day following the date the
Director first becomes eligible to participate in the Plan or the Plan is first
adopted; provided that, an election made after the first day of a
calendar year shall only apply to fees earned after the date of the election
and/or to the portion of the TCF stock award that is payable for services
performed after the election, and shall not be available to a Director who has
previously been eligible to participate in any other plan that is required to
be aggregated with this Plan under Treasury Regulation § 1.409A-1(c).  An election of deferred amounts, once made, is
irrevocable, except as provided in Section 6 hereof.  An election of deferred amounts, once made,
shall continue to be effective for succeeding calendar years until revoked by
the Director by written request to the Secretary of TCF Financial prior to the
beginning of a calendar year for which fees would otherwise be deferred.  Notwithstanding the foregoing, in the case of
fees or TCF stock awards which qualify as performance-based, as defined in IRC
§409A and regulations issued thereunder, a Director’s deferral election may be
made not later than six months before the end of the performance period for
such fees or award, provided the performance period is at least 12 months long,
the Director performs services continuously from the beginning of the performance
period (or, if later, the date the performance criteria are established)
through the date the election is made, and the fees or TCF stock awards have
not become reasonably ascertainable prior to the date of the election.”


 


FURTHER
RESOLVED, that Section 1.c. of the Plan is amended in its entirety, to
read as follows:


 


“c.           Deferred
Amounts shall be subject to the rules set forth in this document, and each
Director shall have the right to receive payments on account of Deferred
Amounts only in the amounts and under the circumstances hereinafter set forth.”


 

















 


FURTHER
RESOLVED, that the last sentence of Section 3.b. of the Plan is amended to
read as follows:


 


“If
a Company should from time to time, in its discretion, actually purchase the
investments deemed to have been made for a Director’s Account, either directly
or through the trust described in Section 4, such investments shall be
solely for the Company’s or such trust’s own account, and the Directors shall
have no right, title or interest therein.”


 


FURTHER
RESOLVED, that Section 5.c. of the Plan is amended in its entirety, to
read as follows:


 


“c.           For purposes of this
section, a Director’s service on the board is considered to terminate as of the
date which is the Director’s last date of service for the Company as a
director; provided the Director incurs a ‘separation from service,’ as defined
for the purposes of IRC § 409A, on such date.”


 


FURTHER
RESOLVED, that Section 5.e. of the Plan is amended in its entirety, to
read as follows:


 


“e.           The Trustee shall
make distribution of accounts (that are not payable earlier) in a single
distribution in the form of TCF stock within 30 days after a Change in
Control.  For purposes of this Plan, a
Change in Control shall be deemed to have occurred if (i)  there is a
change in ownership (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)) of
TCF Financial; (ii) there is a change in effective control (as defined in
Treasury Regulation § 1.409A-3(i)(5)(vi)) of TCF Financial, provided that the
ownership percentage shall be 50%; or (iii) there is a change in the
ownership of a substantial portion of the assets (as defined in Treasury
Regulation § 1.409A-3(i)(5)(vi)) of TCF Financial.  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 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 assume that
a Change in Control has occurred.”


 


FURTHER
RESOLVED, that Section 7.e. of the Plan is amended in their entirety, to
read as follows:


 


“e.           Unless 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.e
of this Plan, or (iv) in the case of a participant’s termination of
service, is notified in writing by the participant that the participant’s
termination of service has occurred.


 

















 


FURTHER
RESOLVED, that an additional sentence is added at the end of Section 9.f.
of the Plan, to read as follows:


 


“f.          “Such
reimbursements shall be subject to the following requirements:


 


(a)           the
expenses must be incurred during the Director’s lifetime;


 


(b)           the
amount of expenses eligible for reimbursement in any taxable year of the
Director shall not affect the expenses eligible for reimbursement in any other
taxable year of the Director;


 


(c)           the
reimbursement of an eligible expense shall be made on or before the last day of
the taxable year of the Director following the taxable year in which the
expense was incurred; and


 


(d)           a
Director’s right to reimbursement shall not be subject to liquidation or
exchange for any other benefit.”


 


FURTHER
RESOLVED, that a new Section 9.g. is added at the end of Section 9 of
the Plan, to read as follows:


 


“g.           The provisions of this Plan shall be interpreted as
necessary to comply with the requirements of Section 409A.”


 


 


 


Dated:    July 26, 2010


 


 


(Corporate Seal)


 




	
   

  	
   

  	
  /s/
  Gregory J. Pulles

  	
   

  
	
   

  	
   

  	
  Gregory
  J. Pulles, Secretary