Exhibit 10(j)-2


 


TCF EMPLOYEES STOCK PURCHASE PLAN—


SUPPLEMENTAL PLAN


 (As amended and restated
effective January 1, 2008)


 


I.                                         Purpose of Plan; Effective Date of Plan


 


The purpose of the TCF Employees Stock Purchase
Plan—Supplemental Plan (the “Plan”) is to provide Eligible Employees with
supplemental retirement benefits as set forth herein to remedy certain
limitations or reductions in benefits under the Internal Revenue Code (“IRC”),
as set forth herein, to such Employees under the TCF Employees Stock Purchase
Plan (“ESPP Plan”).  The Plan was
originally effective for benefits based on Covered Compensation earned in
calendar year 2005 and thereafter.  The
Company hereby adopts this amendment and restatement effective January 1,
2008.  A previous plan, the Supplemental
Employee Retirement Plan — ESPP Plan (the “Previous Plan”) was and remains in
effect for benefits based on Covered Compensation earned in calendar year 2004
and before and is a separate stand alone plan. 
This Plan does not make any material modifications to the Previous
Plan.  This Plan is intended to be exempt
from the participation, vesting and funding provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and is intended
to be maintained “primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees” within the
meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


The Plan is intended to satisfy the requirements for
nonqualified deferred compensation plans set forth in IRC § 409A, and it shall
be interpreted, administered and construed consistent with said intent.


 


This Plan is also intended to be a plan, program, or
arrangement under 4 U.S.C. section 114 (the “State Taxation of Pension Income
Act of 1995”) maintained solely for the purpose of providing retirement
benefits for employees in excess of the limitations imposed by one or more of
IRC sections referenced in such Act on contributions or benefits in qualified
plans such as the ESPP Plan, and to be an “excess plan” as defined in Rule 16b-3
of the Securities and Exchange Commission.


 


II.                                     Definitions.  Whenever used in this Plan,
the following terms shall have the respective meanings set forth below, unless
a different meaning is required by the context in which the word is used. When
the defined meaning is intended, the term is capitalized.  Capitalized terms not otherwise defined
herein shall have the meaning set forth in the ESPP Plan.


 


(a)          Affiliate; Affiliated Group.  “Affiliate” means any entity which is
required to be aggregated with TCF Financial as a member of a controlled group
of corporations 


 


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in accordance with IRC § 414(b), or as a trade
or business under common control in accordance with IRC § 414(c).  [The requirements of IRC §§ 414(b) and
414(c) shall be applied using the 80% standard specified therein for all
purposes of the Plan, including, without limitation, for the purpose of
determining whether a Participant has had a Separation from Service.]  The term “Affiliated Group” means the Company
and its Affiliates.


 


(b)         Annual
Bonus.   
“Annual Bonus” is the annual cash bonus, if any, payable to an Eligible
Employee under any annual bonus program of the Company that meets the
requirements for performance-based compensation under IRC § 409A and the
regulations thereunder.


 


(c)          Change in
Control. 
“Change in Control” with respect to an Employer shall mean a change in
ownership with respect to the Employer or TCF Financial Corporation (as defined
in Treasury Regulation § 1.409A-3(i)(5)(v)), a change in effective control of
TCF Financial Corporation (as defined in Treasury Regulation §
1.409A-3(i)(5)(vi)) provided, however, that the ownership percentage shall be
50%, or a change in the ownership of a substantial portion of the assets of the
Employer or TCF Financial Corporation (as defined in Treasury Regulation §
1.409A-3(i)(5)(vii)).


 


(d)         Commissions.   “Commissions” shall mean amounts payable to
Eligible Employees and credited to them as “commissions” by their Employer in
connection with products or services they have sold. Commissions include any
draw paid as an advance against Commissions.


 


(e)          Committee.  The Compensation Committee
of the Board of Directors of TCF Financial Corporation (“TCF Financial”), or a
special sub-committee thereof, which shall consist only of individuals who
qualify as independent directors under Rule 303A of the listing standards
of the NYSE as applicable to compensation committee members, as non-employee
directors under Rule 16b-3 of the Securities and Exchange Commission and
as outside directors for purposes of IRC section 162(m) (“million dollar
cap”).


 


(f)            Covered
Compensation. 
 “Covered Compensation” is any “Basic
Compensation” as defined in the ESPP Plan including such Compensation in excess
of the limit on Basic Compensation under IRC § 401(a)(17) earned by a
Participant in any Plan Year, and also including any amounts which would have
been Basic Compensation (disregarding any limit on Basic Compensation under IRC
§ 401(a)(17) in such Plan Year) except that such Participant authorized the
Employer before the beginning of the Plan Year in which such Compensation was
earned (or in the case of an Annual Bonus, six months prior to the end of the
performance period) to defer such amounts which would otherwise be deferred
under the ESPP Plan to this Plan.


 


(g)         Eligible
Employee.    An “Eligible Employee” is an employee of an
Employer who is designated as eligible to participate in this Plan in
accordance with the provisions of Article III(a).


 


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(h)         Employer.  “Employer” means TCF Financial
and each of its subsidiaries that constitutes an Affiliate.


 


(i)             ESPP Plan.  The “ESPP Plan” is the TCF
Employees’ Stock Purchase Plan as amended from time to time.


 


(j)             IRC.  The “IRC” is the Internal
Revenue Code of 1986, as amended.


 


(k)          Participant.  A “Participant” is an
Eligible Employee who has elected to participate in this Plan in accordance
with the provisions of Article IV(a).


 


(l)             Plan
Administrator. 
The “Plan Administrator” of this Plan is the Committee.


 


(m)       Plan Year.    The “Plan Year” is the calendar year.


 


(n)         Salary.  “Salary” is the Eligible
Employee’s Covered Compensation, excluding Annual Bonus.


 


(o)         SERP
Employee Contributions.  “SERP Employee Contributions” is any portion
of a Participant’s Covered Compensation which such employee has elected to have
treated as SERP Employee Contributions under Article IV of this Plan.


 


(p)         TCF
Financial.  “TCF Financial” or “Company” is TCF Financial
Corporation, a Delaware Corporation.


 


(q)         TCF
Financial Stock.  “TCF Financial Stock” is
common stock of TCF Financial, par value $.01 per share.


 


III.                                 Eligibility


 


(a)                                  General Eligibility.  Employees of an Employer are
eligible to participate in this Plan as determined by the Committee, in its
discretion subject to the following:


 


(i)            No
employee shall be eligible to participate in this Plan unless the Committee
determines that such employee will be for that Plan Year a member of “a select
group of management or highly compensated employees” within the meaning of §§
201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


(ii)           The
Committee shall select such employees for eligibility in this Plan on a Plan
Year by Plan Year basis by promulgating a written statement describing or
listing such Eligible Employees. 
Selection for one Plan Year does not entitle the employee to be selected
the next Plan Year.  An employee who has
been selected by the Committee shall, however, be presumed to be selected for
the subsequent Plan Year unless and until the Committee evidences a contrary
intention.


 


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Notwithstanding the foregoing, no employee shall be
eligible for benefits under this Plan with respect to a particular Plan Year if
the employee is not also an Active Participant in the ESPP Plan for that
year.  Individuals who become employees
of an Employer as a result of a merger or acquisition shall not be eligible to
participate under this Plan unless and until the Committee has identified them
as Eligible Employees pursuant to this section (a).


 


(b)                                  Specific Exclusions.  Notwithstanding anything
apparently to the contrary in the Plan document or in any written
communication, summary, resolution or document or oral communication, no
individual shall be an Eligible Employee in this Plan, develop benefits under
this Plan or be entitled to receive benefits under this Plan (either for
himself or herself or his or her survivors) unless such individual is a member
of “a select group of management or highly compensated employees” within the
meaning of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA. If a court of
competent jurisdiction, any representative of the U.S. Department of Labor or
any other governmental, regulatory or similar body makes any direct or
indirect, formal or informal, determination that an individual is not in “a
select group of management or highly compensated employees” within the meaning
of §§ 201(2), 301(a)(3) and 401(a)(1) of ERISA, such individual shall
no longer be an Eligible Employee in this Plan.


 


IV.                                Supplemental Benefits Related to the ESPP Plan.


 


(a)           SERP Employee Contributions.


 


An Eligible Employee who elects to participate in
this Plan for the Plan Year will defer compensation under this Plan in an
amount that equals the amount that exceeds limitations on such Employee’s
contributions to the ESPP Plan imposed by the ESPP Plan to effectuate the
requirements of IRC §§ 401(a)(17), 401(k)(3), 401(m)(2), 402(g) and 415
(the “IRC Limitations”) provided that:


 


(i)            Prior
to the beginning of each Plan Year, an Eligible Employee who elects to
participate in this Plan for the Plan Year authorizes the Employer to reduce
the Participant’s compensation by the amount by which such Employee’s Salary
and/or Commission deferral contribution elected under the ESPP Plan is limited
by the IRC Limitations, and credit such amount to the Participant’s account
under this Plan as the Employee’s SERP Employee Contributions for the Plan
Year.


 


(ii)           Prior
to June 30 of each Plan Year, an Eligible Employee who elects to
participate in this Plan for the Plan Year authorizes the Employer to reduce
the Participant’s Annual Bonus by the amount by which such Employee’s Annual
Bonus contribution elected under the ESPP Plan is limited by the IRC
Limitations, and credit such amount to the Participant’s 


 


4













 


account under this Plan as the Employee’s SERP
Employee Contributions for the Plan Year.


 


For each Plan Year an Eligible Employee elects to
participate in this Plan and as a condition to receiving benefits from this
Plan for that year, the Employee shall, prior to the first day of the Plan
Year, irrevocably agree: (i) to make pre-tax contributions to the ESPP
Plan equal to the maximum amount permitted under the ESPP Plan and (ii) not
to make changes to pre-tax contributions to the ESPP Plan at any time during
such Plan Year.


 


Any election by an Eligible Employee of SERP
Employee Contributions pursuant to this section (a) shall be in writing,
shall be made prior to the beginning of the Plan Year in which the services are
performed (or with respect to the Annual Bonus, the date the election is
required under paragraph (ii), above), shall be irrevocable when received by
the Employer, and shall be applicable to all Covered Compensation earned during
such Plan Year.  Employees who first
become Eligible Employees after the beginning of the Plan Year may elect to
participate in this Plan within thirty (30) days after becoming Eligible
Employees provided such election only applies to Salary and/or Commissions
earned after the election is received by the Employer.  This election shall not be available to an
Employee who has previously been eligible to participate in any other plan
maintained by a member of the Affiliated Group that is required to be
aggregated with this Plan under Treasury Regulation § 1.409A-1(c).  For purposes of the Annual Bonus, such
election only applies to total bonus compensation for the performance period
for such Bonus, multiplied by the ratio of the number of days remaining in the
performance period after the election is made over the total number of days in
the performance period.


 


Notwithstanding the foregoing, any increase or
decrease in a Participant’s SERP Employee Contributions for a taxable year that
results from the Participant’s action or inaction under the ESPP with respect
to pre-tax contributions subject to the contribution restrictions under IRC
§§  401(a)(30) or 402(g), including an adjustment to a deferral election
under the ESPP, shall not exceed the limit with respect to elective deferrals
under IRC § 402(g)(1)(A), (B), and (C) in effect for the taxable year
in which such action or inaction occurs.


 


(b)                                  Employer Matching Contributions.  At the same time as an amount of SERP
Employee Contributions is deferred under paragraph (a), the Employer shall also
credit to the Participant’s account under this Plan the amount of Employer
Matching Contribution that would be due under the ESPP Plan with respect to
such SERP Employee Contributions if they had been contributed as pre-tax
elective deferrals under the ESPP Plan. 
No Participant in the Plan shall be credited with Employer Matching
Contributions with respect to pre-tax deferrals (to this Plan and the ESPP
Plan, combined) that exceed 6% of the Participant’s Covered Compensation for
each payroll period.


 


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Notwithstanding the foregoing, in no event shall the
sum of a Participant’s Matching Contributions exceed 100% of the matching
contribution the Participant would have received under the ESPP, absent any
plan-based restrictions that reflect limits on qualified plan contributions
under the Internal Revenue Code.


 


For purposes of determining the amount of Employer
Matching Contributions, no more than $250,000 of a Participant’s Commissions
payable during the Plan Year shall be included in Covered Compensation.


 


(c)                                  Establishing Accounts; Investment of Accounts; Valuation of Accounts.  On the date that a Contribution
under paragraph (a) or (b) would be paid to the ESPP Plan if it were
a contribution to that Plan (the “contribution date”), the amount of such
Contribution shall be credited to an account on the books of the Employer and
shall be deemed as of such date to be invested as directed by the
Participant.  SERP Employee contributions
shall be deemed to be invested in such investment fund options available under
the ESPP Plan or in TCF Financial Stock, as elected by the Participant.  Employer Matching Contributions will be
deemed invested in TCF Financial Stock. 
Actual or notional earnings from such deemed investments shall be
credited to the Participant’s account at least annually.


 


Each Participant’s account in the Plan shall be
divided into two sub-accounts:  a “TCF
Stock Account” and a “Diversified Account.” 
All shares of common stock of TCF Financial that are deemed to be held
in a Participant’s account on the Effective Date shall be allocated as of that
date to the participant’s TCF Stock Account. 
Any new amounts credited to a Participant’s account on or after the
Effective Date shall be allocated to either the Participant’s TCF Stock Account
or Diversified Account.  The Sub-Accounts
shall operate as follows:


 


                (i)            The TCF Stock Account shall be
deemed to be invested solely in shares of TCF Financial Stock (and in cash or
cash equivalent money market funds for fractional shares or for funds held
temporarily prior to investment).  The
Diversified Account shall not at any time be deemed to be invested in any
shares of TCF Stock.  No transfer of
assets will be permitted from the TCF Stock Account to the Diversified Account
or from the Diversified Account to the TCF Stock Account.


 


                (ii)           A Participant’s TCF Stock Account
will be deemed to be invested in all shares of TCF Financial Stock allocated to
it on or after the Effective Date and such shares shall not be subject to any
deemed sale, transfer, assignment, pledge or other hypothecation in any
manner.  Any distributions from the Plan
to the participant with respect to the TCF Stock Account will be made in the
form of an in-kind distribution of the number of shares of TCF Financial Stock
deemed to 


 


6













 


be held for such Participant’s TCF Stock Account
pursuant to the terms of the Plan.


 


                (iii)          The Diversified Account shall not at
any time be deemed to purchase or invest in any shares of TCF Financial Stock,
but shall be deemed to invest in such investment funds as may be approved by
the Committee and as the participant directs.


 


                (iv)          The portion of the Participant’s
account that is deemed to be invested in TCF Financial Stock shall be increased
to reflect the number of shares of TCF Financial Stock deemed to be purchased
as of each future contribution date (including any fractional shares), and
shall be further adjusted to reflect any stock splits or other similar events
involving a change in the number or form of outstanding shares of TCF Financial
Stock.  Adjustments shall be determined
in each case by the Committee and the Committee’s determination shall be
final.  The balance of shares of TCF
Financial Stock shall in no event be decreased.


 


                (v)           If any dividends are paid with
respect to TCF Financial Stock, then in lieu of any adjustments to the
Participants’ accounts under the Plan, an amount shall be paid in cash (or in
stock, if the dividend is in stock, provided that stock splits in the nature of
a stock dividend shall not be distributed) directly to the Participant whose
account would otherwise be deemed to be due the deemed dividend and the
Participant’s account shall not be credited with the deemed dividend.  Such dividends shall be paid by a date not
later than the 15th day of the third month following the calendar year for
which the credited to the Participant’s account.  The time and form of payment of such
dividends is treated separately from the time and form of payment of the
underlying deferred compensation.


 


                (vi)          In the event of a Change in Control
and the Company is not the surviving corporation, a Participant will be given
the opportunity to elect out of TCF Stock and into one or more investment fund
options then provided under the ESPP Plan.


 


(d)                                  Distributions from Accounts.


 


General Distribution Rules.  A Participant shall receive payment of his or
her entire vested account in a single lump sum distribution (less applicable
withholding) on the first to occur of the following in accordance with Appendix
B:


 


                (i)            Separation from Service.  Payment shall be made during the 90 day
period commencing six month after the Participant’s Separation from Service
with the Affiliated Group as defined in Treasury Regulation 1.409A-1(h).  If 


 


7













 


Separation from Service occurs as a result of death,
payment shall be made within 90 days following the Participant’s death.


 


                (ii)           Disability (Disabled).  In the event of Disability, payment shall be
made 30 days after such Disability occurs. 
For purposes of this section, a Participant is considered Disabled if he
or she is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under the long-term
disability plan of the Participant’s Employer.


 


                (iii)          Date Certain.  Payment shall be made on a date specified by
the Participant on or before the date 30 days after the Employee first becomes
eligible for this Plan (and any other plan maintained by a member of the
Affiliated Group that is required to be aggregated with this Plan under
Treasury Regulation § 1.409A-1(c)). 
This provision shall not apply to any amounts attributable to SERP
Employee Contributions or Employer Matching Contribution credited after the
specified date.


 


                (iv)          Change in Control.  If designated by a one time irrevocable
election by the Participant made on or before the date 30 days after the
Employee first becomes eligible for this Plan (and any other any other plan
maintained by a member of the Affiliated Group that is required to be
aggregated with this Plan under Treasury Regulation § 1.409A-1(c)), in the
event of a Change in Control, the lump sum payment shall occur on or about 30
days after the date one year after the Change in Control.


 


                (v)           Unforeseeable Emergency.  In the event of an unforeseeable emergency,
as defined in IRC § 409A and the regulations thereunder, payment shall be made
within 90 days following the Committee’s determination that an unforeseeable
emergency has occurred.  Payment shall be
limited to the amount reasonably necessary to satisfy the emergency.  However, the amount of the payment may
include any amounts necessary to pay any federal, state or local income taxes
or penalties reasonably expected to result from the payment.


 


(e)                                  Cancellation of Deferrals Following an Unforeseeable Emergency or
Hardship Distribution.


 


A Participant’s deferral election shall be cancelled
with respect to Covered Compensation earned after receipt of a hardship
distribution pursuant to Treasury Regulation § 1.401(k)-1(d)(3) or an
unforeseeable emergency distribution under
Article IV(d)(v) of this Plan. 
Participants may not restart contributions to this Plan pursuant to Article IV(a) until
the first day of the first Plan Year that begins at least six months after
receipt of the hardship distribution or unforeseeable emergency distribution.


 


8












 


V.                                    Vesting.


 


A Participant shall be entitled to a benefit from
the Employer Matching Contributions equal to his or her account balance
attributable to such Contributions multiplied by the vesting percentage
determined under the ESPP Plan that is applicable to the Participant under the
ESPP Plan.  In the event the Participant
forfeits a portion of the account, and is subsequently reemployed, the
forfeited portion shall be reinstated in the same manner as provided under the
ESPP Plan.  Notwithstanding the foregoing,
Participants with an account balance in the Plan on March 31, 2006 shall
be subject to the vesting provisions of the Plan in effect on that date.


 


VI.                                Committee.


 


The Committee shall have full power to construe,
interpret and administer this Plan, including to make any determination
required under this Plan and to make such rules and regulations as it
deems advisable for the operation of this Plan. 
The Committee shall have sole and absolute discretion in the performance
of their powers and duties under this Plan. A majority of the Committee shall
constitute a quorum. Actions of the Committee shall be by a majority of persons
constituting a quorum and eligible to vote on an issue.  Meetings may be held in person or by
telephone.  Action by the Committee may
be taken in writing without a meeting provided such action is executed by all
members of the Committee.  To the extent
it is feasible to do so, determinations, rules and regulations of the
Committee under this Plan shall be consistent with similar determinations, rules and
regulations of the ESPP Plan. All determinations of the Committee shall be
final, conclusive and binding unless found by a court of competent jurisdiction
to have been arbitrary and capricious. The Committee shall have authority to
designate officers of TCF Financial and to delegate authority to such officers
to receive documents which are required to be filed with the Committee, to
execute and provide directions to the Trustee and other administrators, and to
do such other actions as the Committee may specify on its behalf, and any such
actions undertaken by such officers shall be deemed to have the same authority
and effect as if done by the Committee itself.


 


VII.                            Benefits Unfunded.


 


The rights of beneficiaries, survivors and participants
to benefits from this Plan are solely as unsecured creditors of their
Employers.  Benefits payable under this
Plan shall be payable from the general assets of the Employers and there shall
be no trust fund or other assets secured for the payment of such benefits.  In its discretion, an Employer may purchase
or set aside assets, including annuity policies or through use of a grantor
trust, to provide for the payment of benefits hereunder but such assets shall
in all cases remain assets of the Employer and subject to the claims of the
Employer’s creditors. This Plan constitutes a mere promise by the Employers to
make benefit payments in the future, and it is intended to be unfunded for tax
purposes and for purposes of Title I of ERISA.


 


9













 


VIII.                        Beneficiaries and Survivors.


 


A Participant’s beneficiary or survivor under Article IV
of this Plan shall be the same as the person(s) designated as such
pursuant to or under the provisions of the ESPP Plan, unless the employee has
designated in writing and filed with the Committee a different beneficiary for
this Plan.


 


IX.                                Amendments, Claims Procedure


 


(a)                                  In General.  The Committee may amend the
Plan prospectively, retroactively or both, at any time and for any reason
deemed sufficient by it without notice to any person affected by this Plan and
may likewise terminate this Plan as provided in Article X with regard to
persons expecting to receive benefits in the future.  The benefit, if any, payable to or with
respect to a Participant as of the effective date of such amendment or the
effective date of such termination shall not be, without the knowing and
voluntary written consent of the Participant (which consent shall only be
effective to the extent it does not result in the imposition of an excise tax
on the Participant under IRC § 409A), diminished or delayed by such
amendment or termination.


 


(b)                                  After a Change-in-Control.  Notwithstanding the provisions of Article IX(a),
after the occurrence of a Change-in-Control, the Committee’s authority to amend
the Plan or terminate the Plan as provided in section (a) shall be subject
to the following limitations.


 


(i)                                     Existing
Participants.  During the
two year period following the date a Change-in-Control with respect to TCF
Financial occurs, the Committee may only amend the Plan or terminate this Plan
as applied to Participants who are Participants immediately preceding the date
of the Change-in-Control if:


 


(1)                                  all benefits
payable to or with respect to persons who were Participants as of the
Change-in-Control (including benefits earned before and benefits earned after
the Change-in-Control) have been paid in full prior to the adoption of the
amendment or termination, or


 


(2)                                  eighty (80)
percent of all the Participants determined as of the date of the
Change-in-Control give knowing and voluntary written consent to such amendment
or termination (which consent shall only be effective to the extent it does not
result in the imposition of an excise tax on any Participant under IRC
§ 409A).


 


(ii)                                  New
Participants.  After the
occurrence of a Change-in-Control, as applied to Participants who are not
Participants immediately preceding the date of the Change-in-Control, the
Committee may amend or terminate the 


 


10













 


Plan prospectively, retroactively or both, at any
time and for any reason deemed sufficiently by it without notice to any person
affected by this Plan and may likewise terminate this Plan, subject to the same
restrictions as IX(a).


 


(c)                                  Claims
Procedures.  If a
Participant, or beneficiary or survivor thereof, wishes to make a claim for
benefits or disagrees with a determination of the Committee, such person may
file a claim and make such appeals in the same manner as permitted under the
ESPP Plan.   The claims shall then be
processed as provided for claims under the ESPP Plan, except that all
determinations which would be made by the “Company” under such Plans shall be
made by the Committee instead.


 


X.                                    Plan Termination.


 


The Committee in its discretion may terminate the
Plan and may accelerate distribution of Participant account balances to such
time as the Committee shall determine notwithstanding the provisions of Article IV(d) in
accordance with one of the following:


 


                                                (i)                                     The Plan may be
terminated within 12 months of a corporate dissolution of TCF Financial taxed
under IRC § 331, or with the approval of a bankruptcy court pursuant to 11
U.S.C. 503(b)(1)A), provided that the amounts deferred under the Plan are
included in the Participant’s gross income in the latest of—


 


(1)                                  The calendar
year in which the plan termination and liquidation occurs;


 


(2)                                  The first
calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or


 


(3)                                  The first calendar
year in which the payment is administratively practicable.


 


(ii)                                  The Plan may be
terminated pursuant to irrevocable action taken by the Employer within the 30
days preceding or the 12  months
following a Change in Control event with respect to TCF Financial.  However, any such termination within the 12
months after such a Change in Control shall require the consent of 80% of the
participants as required in Article IX (which consent shall only be
effective to the extent it does not result in the imposition of an excise tax
on any Participant under IRC § 409A). 
For purposes of this paragraph this Plan will be treated as terminated
only if all plans sponsored by the Affiliated Group immediately after the time
of the Change in Control that are required to be aggregated with this Plan
under Treasury Regulation § 1.409A-1(c)) are terminated, so that each
Participant in the Plan and all participants under substantially similar
arrangements who experienced the Change in Control event are required to receive
all amounts of compensation deferred under the terminated arrangements within
12 months of the date the Employer irrevocably takes all necessary action to
terminate and liquidate all of such plans. 
Solely for purposes of this paragraph (ii), the Employer with the
discretion to terminate the Plan is the service recipient that is


 


11













 


primarily liable immediately after the Change in
Control event for the payment of the deferred compensation.


 


(iii)                               The Plan may be
terminated for any other reason, provided that:


 


(1)                                  the termination
does not occur proximate to a downturn in the financial health of the
Affiliated Group;


 


(2)                                  all plans
sponsored by the Affiliated Group that would be required to be aggregated with
this Plan under Treasury Regulation § 1.409A-1(c) if the same
Employee had deferrals of compensation under all of the plans are terminated
and liquidated with respect to all Participants;


 


(3)                                  no payments
other than those otherwise payable under the terms of the Plan if the
termination had not occurred are made within 12 months of the termination of
the Plan,


 


(4)                                  all payments
are made within 24 months of the termination of the Plan, and


 


(5)                                  no member of
the Affiliated Group adopts a new plan that would be aggregated with any of the
terminated plans under Treasury Regulation § 1.409A-1(c) at any time
for a period of three years following the date of termination of the Plan.


 


(iv)                              Such other
events and conditions as the Commissioner may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin.


 


XI.                                Miscellaneous.


 


(a)                                  Notices under
this Plan to the Employer, TCF Financial or the Committee shall be sent by
Certified Mail, Return Receipt Requested to: Compensation Committee, TCF Financial
Corporation, c/o General Counsel, TCF Financial Corporation, 200 Lake Street
East, Wayzata, MN   55391.  Notices under this Plan to Eligible Employees
or their beneficiaries or survivors shall be sent by Certified Mail to the last
known address for such person(s) on the books and records of the Employer,
by Certified Mail.


 


(b)                                 Nothing in this
Plan shall change a Participant’s status to anything other than an employee “at
will” or otherwise enlarge or modify such Employee’s employment rights or
benefits other than as provided herein.


 


(c)                                  Nothing in this
Plan shall abridge a Participant’s rights, or such Employee’s beneficiary’s or
survivor’s rights, of participation in the ESPP Plan except to the extent the
Eligible Employee agrees to such restrictions.


 


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(d)                                 Expenses of
administering the Plan shall be borne by the Employers in proportion to their
share of Participants in this Plan, provided that an Employees’ Accounts may
reflect deemed transaction costs of acquiring or selling TCF Financial Stock.


 


(e)                                  A Participant’s
benefits under this Plan may not be assigned, transferred, pledged or otherwise
hypothecated by said Employee or the beneficiary or survivor thereof.


 


XII.                            Number of Shares under the Plan/Adjustments for Certain Changes in
Capitalization


 


As of December 31, 2006, 140,862 shares of TCF
Financial Stock were credited to Participant accounts.  On and after January 1, 2006, no more
than an additional 1,000,000 shares of TCF Financial Stock may be credited to
Participant accounts, except that any share credits to a Participant which are
forfeited pursuant to Article (V) may again be credited under the
Plan.


 


If the Company shall at any time increase or
decrease the number of its outstanding shares of Company common stock or change
in any way the rights and privileges of such shares by means of the payment of
a stock dividend or any other distribution upon such shares payable in Company
common stock, or through a stock split, subdivision, consolidation,
combination, reclassification, or re-capitalization involving the Company
common stock, then the numbers, rights and privileges of the shares of Company
common stock that are and may be credited under the Plan shall be increased,
decreased, or changed in like manner as if such shares had been issued and
outstanding, fully paid, and non-assessable at the time of such occurrence.


 


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APPENDIX A RE: IRS NOTICE 2000-56


 


Notwithstanding
anything to the contrary in the Plan or any trust agreement for any related
grantor trust established by an Employer (the “Trust”), TCF Financial stock or
other assets contributed to the Trust by TCF Financial or any other Employer
for the benefit of employees or service providers of TCF Financial or such
Employer are subject to the claims of creditors (in the event of insolvency) of
both TCF Financial and such Employer.  In
addition, such stock and assets are subject to the claims of creditors (in the
event of insolvency) of any Employer from which benefits are due to a
participant or beneficiary under the terms of the Plan. Nothing in this
Appendix, however, shall relieve any Employer of its obligation to pay any
benefits due from the Employer to a participant or beneficiary under the terms
of the Plan.


 


Notwithstanding
anything to the contrary in the Plan or Trust, any TCF Financial stock or other
assets not transferred to an Employer’s employees or their beneficiaries will
revert to TCF Financial upon termination of the Trust.


 


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APPENDIX B


DISTRIBUTION PROCEDURES


 


Timing of Distribution (Lump Sum).


 


·                  Lump Sum – payable during
the 90 day period commencing six months after the employee’s Separation from
Service.


 


Form of Distribution – Stock or Cash


 


All
distributions from a TCF Stock Account are in the form of TCF Financial Stock
plus cash for any fractional share, less tax withholding.  Distributions from a Diversified Account
shall be in the form of cash.


 


Tax Withholding


 


The
minimum required income tax withholding will be automatically deducted from
each distribution unless the employee elects otherwise no less than 30 days
prior to distribution.  The withholding
will be deducted first from the Diversified Plan Account balances, then from
the TCF Financial Stock Account balances. 
Alternatively, participants may pay the withholding by check in lieu of
a deduction from the distribution if they so elect at least 30 days prior to
distribution if they elect at least 30 days prior to distribution.


 


Distributions
will be sent by U.S. Mail to the recipient’s home address on file with the TCF
Legal Department unless the recipient has provided other delivery instructions
in writing.  If the recipient has a stock
brokerage account, distributions can be sent to it electronically.


 


These
procedures are subject to interpretation and application by the Committee,
whose interpretation is final.


 


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