Exhibit 10(t)


 


SECRETARIAL CERTIFICATION


OF THE


BOARD OF DIRECTORS OF


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 Director Retirement Plan


 


WHEREAS,
the TCF Financial Corporation  Director
Retirement Plan requires certain amendments to bring it into compliance with
the requirements of Section 409A of the Internal Revenue Code and the
regulations thereunder;


 


NOW,
THEREFORE, IT IS HEREBY


 


RESOLVED,
that Section 1.10 of the Plan is amended in its entirety, to read as
follows:


 


“1.10      ‘Retirement’ shall
occur upon the resignation or removal of the Director as a Director, including
death, disability (as defined for the purposes of Section 409A) or the
expiration of the Director’s term of office without reelection; provided such
event constitutes a ‘separation from service’ as defined for the purposes of Section 409A.”


 


FURTHER
RESOLVED, that a new Section 1.12 is added at the end of Article 1 of
the Plan, to read as follows:


 


“1.12      ‘Section 409A’
means section 409A of the Internal Revenue Code of 1986, as amended.”


 


FURTHER
RESOLVED, that an additional sentence is added at the end of Section 3.02
of the Plan, to read as follows:


 


“The
first quarter for which a retirement benefit is payable shall be the calendar
quarter [following the calendar quarter] in which the Director’s Retirement
occurs.”


 


FURTHER
RESOLVED, that the last sentence of Section 3.03 of the Plan is amended to
read as follows:


 


“Payments
shall be made quarterly for the same period and in the same amount as would
have been made to the Director.”


 


FURTHER
RESOLVED, that Section 3.04 of the Plan is deleted and not replaced.


 

















 


FURTHER
RESOLVED, that Section 4.02 of the Plan is amended in its entirety, to
read as follows:


 


“4.02      All benefits under the
Plan shall be paid in quarterly installments, within 15 days after the end of
each calendar quarter.”


 


FURTHER
RESOLVED, that Section 7.8 of the Plan is amended in its entirety, to read
as follows:


 


If
any Director is required to incur any expense to enforce the Director’s rights
hereunder, the Company shall reimburse all expenses of such enforcement,
including reasonable attorney’s fees. 
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 7.09 is added at the end of Article 7 of
the Plan, to read as follows:


 


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


 


FURTHER
RESOLVED, that the foregoing amendments shall not apply to a Director who
retired before January 1, 2005, and who has not accrued any additional
benefits under the Plan since December 31, 2004.


 


 


 


Dated:  July 26, 2010


 


 


(Corporate Seal)


 




	
   

  	
   

  	
  /s/
  Gregory J. Pulles

  	
   

  
	
   

  	
   

  	
  Gregory
  J. Pulles, Secretary