Exhibit
10(r)


 


05/06/03


 


 


TCF
FINANCIAL CORPORATION


 


TCF
DIRECTORS DEFERRED COMPENSATION PLAN


 


(Amended and Restated effective as of June 1, 2003)


 

















 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
  1.

  	
  Deferral of  Stock or Fees.

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Administrative
  Committee.

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Deferred Compensation Accounts.

  	
  2

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Trust.

  	
  2

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Payment of Deferred
  Amounts.

  	
  3

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Emergency
  Payments.

  	
  5

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Method
  of Payments.

  	
  5

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Claims
  Procedures.

  	
  7

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
  7

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Rule 16b-3.

  	
  8

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Registration;
  NYSE Listing.

  	
  9

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Accounts in the
  Prior Plan.

  	
  9

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Termination
  or Amendment.

  	
  9

  
	
   

  	
   

  	
   

  
	
  APPENDIX RE: IRS
  NOTICE 2000-56

  	
  10

  



 


i

















 


TCF DIRECTORS DEFERRED COMPENSATION PLAN


 


(Amended and Restated effective as of June 1, 2003)


 


This is an amendment and
restatement of the TCF Directors Deferred Compensation Plan (the “Plan”)
previously in effect for directors of TCF Financial Corporation (“TCF
Financial”) and TCF National Bank (“TCF Bank”).  Except as may be specifically stated otherwise herein, all
provisions of this restatement are effective as of June 1, 2003.


 


1.                                      Deferral of  Stock
or Fees.


 


a.                                       From
time to time eligible directors (“Directors”) of TCF Financial or TCF Bank
(each such corporation being referred to hereinafter as the “Company”) may, by
written notice, elect to have payment of all or a portion of their directors’
fees for the next succeeding calendar year, and/or all or a portion of any
grant of shares of common stock of TCF Financial (“TCF Stock”) to the Director
made on or after such election deferred as hereinafter provided.  Each such deferral of fees or TCF Stock
shall be (and is hereinafter referred to as) a “Deferred Amount.”  Notwithstanding the foregoing, however, a
Director may not elect to defer any portion of fees or TCF Stock unless such
Director’s deferrals with respect to such year are in round percentage
increments of 10%.


 


b.                                      Any
elections with respect to Deferred Amounts of fees or TCF Stock shall be
exercised in writing by the Director prior to the latest to occur of the
following:  (i)  the beginning of the calendar year for which
the fees are to be earned; (ii) such Director’s first day of board service in
that year; (iii) the thirty-first day following the date the Director first
becomes eligible to participate in the Plan; 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. 
Notwithstanding the foregoing, in the case of Directors who file reports
of their TCF Stock ownership on Form 4 with the Securities and Exchange
Commission, the election shall be no later than the date specified in the
preceding sentence or, if earlier, six months prior to the date on which any
fees deferred by the Director are invested in TCF Stock and that in the case of
deferral of grants of TCF Stock, the election shall be made no later than the
date specified in the preceding sentence or, if earlier, the effective date of
the grant of TCF Stock.  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.


 


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


 


d.                                      Directors
eligible to participate in this Plan are non-employee Directors of TCF
Financial, TCF Bank or any other insured institution subsidiary of TCF
Financial from time to time. 
Eligibility shall be determined annually as of the latest practicable


 


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date
prior to the commencement of each new calendar year.  In the event a Director ceases to be eligible for this Plan
during the course of a calendar year, the Director’s eligibility shall
nevertheless continue through the end of that calendar year with respect to fees
earned prior to cessation of service.


 


2.                                      Administrative Committee.  Full power and authority to construe,
interpret, and administer this document, shall be vested in the Administrative
Committee (the “Committee”) of the Board of Directors of TCF Financial, which
shall consist of such members of the Compensation/Nominating/Corporate
Governance Committee of the Board of Directors who qualify from time to time as
non-employee or independent directors under Rule 16b-3 of the Securities and
Exchange Commission.  The Committee
shall have full power and authority to make each determination provided for in
this document, and in this connection, to promulgate such rules and regulations
as the Committee considers necessary or appropriate for the implementation and
management of this Plan as are consistent with the terms of this Plan.  Notwithstanding anything in this Section 2
to the contrary, no action or determination made or taken by the Committee, and
no action or determination by the Committee affecting the amount payable under
this Plan to a participant or beneficiary, shall be entitled to any deference
by a reviewing court (i.e., judicial review of any such actions or
determinations shall be de novo).


 


3.                                      Deferred Compensation Accounts.  Each Company shall establish on its books a
separate account (“Account”) for each of its Directors who becomes a
participant in this Plan, and each such Account shall be maintained as follows:


 


a.                                       Each
Account shall be credited with the Deferred Amounts elected by the Director for
whom such Account is established as of the date on which such Deferred Amount
would otherwise have been paid to the Director.


 


b.                                      The
value of a Director’s Account is to be measured by the value of and income from
TCF Stock, in which all Deferred Amounts shall be deemed to be invested,
however such value is merely a measuring device to determine the payments to be
made to each Director hereunder.  Each
Director, and each other recipient of a Director’s Deferred Amounts pursuant to
Section 7, shall be and remain an unsecured general creditor of the Company on
whose board the Director serves with respect to any payments due and owing to
such Director hereunder.  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.


 


4.                                      Trust.  TCF Financial has established a trust (of
the type commonly known as a “rabbi trust”) to aid in the accumulation of
assets for payment of Deferred Amounts. 
The trust provides for separate accounts in the name of each Director
who has elected a Deferred Amount.  Each
Company shall contribute to the trust such amounts as are necessary to keep the
separate accounts maintained for that Company’s Directors sufficient at all
times to pay in full all benefits payable under the Plan with respect to such
Company’s Directors, including, without limitation, any liquidated damages
payable to such Company’s Directors pursuant to Section 9.f.  In addition:


 


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a.                                       TCF
Financial may, in its sole discretion, require the Companies to contribute
additional amounts, which TCF Financial may direct the Trustee not to credit to
an account for any Director, but instead to a general account for the payment
of Plan expenses; and


 


b.                                      within
ten (10) business days following the occurrence of a Change in Control, the
Companies shall contribute an amount equal to 300% of the aggregate expenses
incurred by the Companies and the Trustee in administering the Plan and the
trust described in this Section 4 during the last full calendar year
immediately preceding the occurrence of the Change in Control, which amount
shall also be credited to a general account for the payment of Plan
expenses.  If the aggregate expenses
that were incurred by the Companies and the Trustee in administering the Plan
and the trust during the last full calendar year immediately preceding the
occurrence of the Change in Control cannot be determined with reasonable
certainty prior to the date on which this contribution is due, the amount of
the contribution shall be $150,000.


 


The assets of the trust shall be invested in accordance with the
provisions of the agreement or agreements pursuant to which the trust is
maintained, which agreement(s) shall be consistent with the terms of this
Plan.  The trustee of the trust
(“Trustee”) shall be a corporate trustee independent of the Companies.  The trust assets shall remain subject to the
claims of the Companies’ general creditors.


 


5.                                      Payment of Deferred Amounts.


 


a.                                       On
or about the 30th day following a Director’s termination of service
on all boards of directors of the Companies, the balance credited to the
Director’s Account shall be paid in one single distribution of TCF Stock or in
annual installment distributions of TCF Stock over the number of years directed
by the Director in an election made by the Director, provided that such
election is in writing and is executed and delivered to the Committee or the
Secretary, on behalf of the Committee, no later than one year before such
Director’s termination of service.


 


b.                                      The
first payment under Section 5.a. shall be paid on a date selected by the
Committee which is no later than 30 days after the date on which the
Committee’s direction as to the form and timing of distributions is made.  Succeeding installments (if any) shall be
paid on January 31 of each calendar year following the calendar year in which
the first payment was made.


 


c.                                       Each
payment shall be made in the form of TCF Stock, and each annual installment
payment shall be equal to the number of shares credited to the Director’s
Account as of the first day of the calendar month in which the installment is
paid multiplied by a fraction, the numerator of which is one and the
denominator of which is the number of installments remaining to be paid,
including the current installment.


 


d.                                      For
purposes of this section, a Director’s service on the board is considered to
terminate as of the date which is the later of (i) Director’s last date of


 


3

















 


service
for the Company as a director, or (ii) the Director’s last date of service on
the board of directors of any Company.


 


e.                                       In
the event installment payments commence and any installments are unpaid at the
time of a Director’s death, the payments shall be made at the times and in such
amounts as if the Director were living to the persons specified in Section 7.a.


 


f.                                         For
purposes of this Plan, a Change in Control shall be deemed to have occurred if
(i) 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 fifty percent (50%) or more of the
combined voting power of TCF Financial’s then outstanding securities (for
purposes of this clause (i), the term “beneficial owner” does not include any
employee benefit plan maintained by TCF Financial that invests in TCF
Financial’s voting securities); or (ii) during any period of two (2)
consecutive years 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 new directors whose nomination for election by the company’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 (iii) 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
fifty percent (50%) 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. 
The date of a Change in Control, for purposes of this Plan, is the date
on which the Change in Control is consummated.


 


g.                                      Notwithstanding
any other provision of this Section 5 or any payment schedule directed by a
Director pursuant to this Section 5 and regardless of whether payments have
commenced under this Section 5, in the event that the Internal Revenue Service
should finally determine that part or all of the value of a Director’s Deferred
Amounts or Plan Account which have not actually been distributed to the
Director, or that part or all of a separate account that has been established
for the Director under a trust described in Section 4, is nevertheless required
to be included in the Director’s gross income for federal and/or State income
tax purposes, then the Deferred Amounts or the Account or the part thereof that
was determined to be includible in gross income shall be distributed to the
Director in a lump sum distribution in the form of TCF Stock as soon as
practicable after such determination without any action or approval by the
Committee.  A “final determination” of
the Internal Revenue Service for purposes of this Section 5.h. is a
determination in writing by said Service ordering the payment of additional
tax,


 


4

















 


reporting
of additional gross income or otherwise requiring Plan amounts to be included
in gross income, which is not appealable or which the Director does not appeal
within the time prescribed for appeals.


 


h.                                      Notwithstanding
the foregoing, if a Director’s balance in the Plan is less than $15,000 at the
time of the Director’s termination of service, then such account shall be
distributed to the Director in a lump sum payment (in the form of TCF Stock
except for cash for a fractional share) no later than 30 days after the
Director’s termination of service.


 


6.                                      Emergency Payments.  In the event of an “unforeseeable emergency”
as determined hereafter, the Committee may determine the shares distributable
under Section 5 hereof and distribute all or a part of such shares without
regard to the distribution dates provided in Section 5 to the extent the Committee
determines that such action is necessary in light of immediate and heavy needs
of the Director (or his beneficiary) occasioned by severe financial
hardship.  For the purposes of this
Section 6, an “unforeseeable emergency” is a severe financial hardship to the
Director resulting from a sudden and unexpected illness or accident of the
Director or beneficiary, or of a dependent (as defined in Section 152(a) of the
Internal Revenue Code of 1986, as amended) of the Director or beneficiary, loss
of the Director’s or beneficiary’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director or beneficiary.  Payments shall not be made pursuant to this Section 6 to the
extent that such hardship is or may be relieved:  (a) through reimbursement or compensation by insurance or
otherwise, (b) by liquidation of the Director’s or beneficiary’s assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship, or (c) by cessation of the Director’s deferrals under the Plan.  Such action shall be taken only if the
Director (or the Director’s legal representatives or successors) signs an
application describing fully the circumstances which are deemed to justify the
distribution, together with an estimate of the amounts necessary to prevent
such hardship, which application shall be approved by the Committee after
making such inquiries as the Committee deems necessary or appropriate.


 


7.                                      Method of Payments.


 


a.                                       In
the event of Director’s death, payments shall be made to the persons (including
a trustee or trustees) named in the last written instrument signed by Director
and received by the Committee prior to Director’s death, or if Director fails to
so name any person, the amounts shall be paid to Director’s estate or the
appropriate distributee thereof.  The
Committee, the Company, and the Trustee shall be fully protected in making any
payments due hereunder in accordance with what the Committee believes to be
such last written instrument received by it.


 


b.                                      Payments
due to a legally incompetent person may be made in such of the following ways
as the Committee shall determine:


 


i.                                          directly
to such incompetent person,


 


ii.                                       to
the legal representative of such incompetent person, or


 


5

















 


iii.                                    to
some near relative of the incompetent person to be used for the latter’s
benefit.


 


c.                                       Except
as otherwise provided in  Sections 7.a.
and b., all payments to persons entitled to benefits hereunder shall be made to
such persons in person or upon their personal receipt or endorsement, and shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors of the
participant or the participant’s beneficiary.


 


d.                                      All
payments to persons entitled to benefits hereunder shall be made out of the
general assets, and shall be the sole obligations, of the Companies, except to
the extent that such payments are made out of the trust described in Section
4.  The Plan is a mere promise by the
Companies to pay benefits in the future and it is the intention of the parties
that it be “unfunded” for tax purposes (and for the purposes of Title I of the
Employee Retirement Income Security Act of 1974 (“ERISA”)).


 


e.                                       Unless
commenced earlier at the direction of the Committee or 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.g. of this Plan, or (iv)
in the case of a participant’s termination of employment, is notified in
writing by the participant that the participant’s termination of employment has
occurred.  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 commence payment of accounts (that are not payable
earlier) in the manner required upon the occurrence of a Change in Control.


 


f.                                         Payments
made by the Trustee from an account established for a participant shall be
debited against such account and shall cease when the balance credited to the
account has been reduced to zero or if earlier, when the Trustee determines,
based upon its review of the records of the Plan, that payment of any
additional amounts from the participant’s account will result in the payment of
benefits in excess of those required under the Plan.  The Trustee shall have no obligation to perform such a review and
consider such a determination until after (i) the Committee notifies the Trustee
and the participant (or, if the participant has died, the participant’s
beneficiary) of the potential excess payment, (ii) the Trustee has been
provided with all Plan records that may be reasonably required by the Trustee
to make its determination, and (iii) the


 


6

















 


participant
(or beneficiary) has had a reasonable time (not less than 30 days) to
respond.  Pending its determination, the
Trustee shall continue payment of the affected account(s) in accordance with
the applicable payment instructions.


 


8.                                      Claims Procedures.


 


a.                                       If
a claim for benefits made by any person (the “Applicant”) is denied, the
Committee shall furnish to the Applicant within 90 days after its receipt of
such claim (or within 180 days after such receipt if special circumstances
require an extension of time) a written notice which:  (i) specifies the reasons for the denial, (ii) refers to the
pertinent provisions of the Plan on which the denial is based, (iii) describes
any additional material or information necessary for the perfection of the
claim and explains why such material or information is necessary, and (iv)
explains the claim review procedures.


 


b.                                      Upon
the written request of the Applicant submitted within 60 days after his receipt
of such written notice, the Committee shall afford the Applicant a full and
fair review of the decision denying the claim and, if so requested:  (i) permit the Applicant to review any
documents which are pertinent to the claim, (ii) permit the Applicant to submit
to the Committee issues and comments in writing, and (iii) afford the Applicant
an opportunity to meet with a quorum of the Committee as a part of the review
procedure.


 


c.                                       Within
60 days after its receipt of a request for review (or within 120 days after
such receipt if special circumstances, such as the need to hold a hearing,
require an extension of time) the Committee shall notify the Applicant in
writing of its decision and the reasons for its decision and shall refer the
Applicant to the provisions of the Plan which form the basis for its decision.


 


9.                                      Miscellaneous.


 


a.                                       Except
as limited by Section 7.c. and except that a Director shall have a continuing
power to designate a new recipient in the event of Director’s death at any time
prior to such death without the consent or approval of any person theretofore
named as Director’s recipient by an instrument meeting the requirements of
Section 7.a., this document shall be binding upon and inure to the benefit of
each Company, Director, their legal representatives, successors and assigns,
and all persons entitled to benefits hereunder.


 


b.                                      Any
notice given in connection with this document shall be in writing and shall be
delivered in person or by registered mail, return receipt requested.  Any notice given by registered mail shall be
deemed to have been given upon the date of delivery indicated on the registered
mail return receipt, if correctly addressed.


 


c.                                       Nothing
in this document shall interfere with the rights of any Director to participate
or share in any profit sharing or pension plan which is now in force or which
may at some future time become a recognized plan of any Company.


 


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d.                                      Nothing
in this document shall be construed as an employment agreement nor as in any
way impairing the right of any Company, its board, committees or shareholders,
to remove the Director from service as a director, to refuse to renominate or
reelect such person as a director, or to enforce the duly adopted retirement
policies of the board of directors of such Company.


 


e.                                       Amounts
that are paid more than 30 days after the later of the date on which they are
due according to the terms of this Plan or the date on which a written claim
for such amounts is received by the Committee shall incur interest at the rate
of fifteen percent per annum (eighteen percent per annum if the payment occurs
after a Change in Control) from the date as of which payment was due.  In addition, if all or any portion of the
distribution is payable in the form of TCF Financial stock, and the value of
such stock at the time of distribution is less than its value on the date as of
which payment was due, the payee shall be entitled to liquidated damages equal
to 100% (120% if the payment occurs after a Change in Control) of the aggregate
difference in value between the value of the distributed shares on the date
their distribution was due (without regard to the 30-day grace period) and the
value of the distributed shares on the actual date of distribution.


 


f.                                         Any
costs or attorneys’ fees incurred by a participant or beneficiary in connection
with the collection of benefits that were not timely paid under this Plan shall
be reimbursed by the Companies.


 


g.                                      Notwithstanding
anything in this Plan to the contrary, effective January 1, 2003, if the
beneficiary of a participant is not the participant’s spouse, the payment to
that beneficiary shall be made in the form of an immediate lump sum
distribution of the entire portion of the participant’s account payable to that
beneficiary, without regard to any outstanding installment payment election.


 


10.                               Rule 16b-3. 
This Plan is intended to qualify for the exemption from short swing
profits liability under Section 16(b) of the Securities Exchange Act of 1934 provided
by Rule 16b-3 of the Securities and Exchange Commission.  Notwithstanding anything in this Plan to the
contrary, for a director who is subject to liability under Section 16 of the
Securities and Exchange Act of 1934, the following special provisions apply:


 


a.                                       Any
election of Deferred Amounts of stock or fees under Section 1.b. shall be
exercised in writing by the Director and filed with the Committee no later than
the date prior to the date the stock grant is awarded or the first date on
which fees, part or all of which is to become a Deferred Amount, begin to be
earned.  Deferred Amounts of fees, to
the extent they are forwarded to the Trustee, shall be so forwarded on or
immediately after the date on which the fees would otherwise be paid and shall
be deemed to be invested in TCF Stock on the same date and for the same
purchase price as the Trustee actually purchases such Stock.  The Trustee shall purchase such Stock as
soon as practicable after the fees payment date for which the Deferred Amount is
received, and in any event no later than two weeks after such date, with the
exact date and purchase terms to be determined by a stock broker or other
investment professional on the basis of such person’s judgment as to the best
available purchase price for the Plan


 


8

















 


and
Trust.  If Deferred Amounts are not
forwarded to the Trustee, the deferred fees shall be deemed to be invested in
TCF Stock at the average of the high and low sales prices for such Stock on the
date the fees would otherwise be paid.


 


b.                                      In
the event of one or more distributions to a Director subject to this Section
under Section 5 of this Plan, all such distributions shall consist of whole
shares of TCF Stock, plus cash for any fractional share.


 


c.                                       In
the case of a Director subject to this Section, for purposes of an emergency
payout resulting in distribution of TCF Stock, the TCF Stock shall be
distributed in kind, plus cash for any fractional share.


 


11.                               Registration; NYSE Listing.  TCF Financial may, in its discretion,
register the shares of TCF Stock subject to this Plan under the Securities Act
of 1933 and any other applicable provisions of State or Federal law, and may
enter into a listing agreement for such shares with the New York Stock
Exchange, if such actions are deemed necessary or advisable by TCF Financial in
order to provide directors with freely marketable shares.  However, nothing herein shall be deemed to
require any such registration or listing.


 


12.                               Accounts in the Prior Plan.  A Director with an account balance in the
Director Fee Deferral Plan (the “Prior Plan”) as of December 31, 1994 may elect
to have such balance invested in TCF Stock and may consent to contributions to
the Trust for such deemed investment in TCF Stock, provided that the election
is made no later than December 31, 1994 and that the resulting investment in
TCF Stock occurs no sooner than six months after such election, if the Director
is subject to reporting requirements under section 16(a) of the Securities
Exchange Act of 1934.  If a Director
does not elect to transfer the Prior Plan account balance into TCF Stock, such
account balance shall continue to be deemed to be invested in the “treasury
bill rate” set forth in the Prior Plan.


 


13.                               Termination or Amendment.  This Plan may be amended at any time and
from time to time upon the approval of the Board of Directors of TCF Financial;
provided, however, that no amendment shall be effective unless it has the
written consent of all participants, all participants who are former Directors
but who are entitled to benefits under the Plan, and all beneficiaries of
deceased participants who are entitled to benefits under the Plan.  In the event that all of the Plan’s participants
and beneficiaries do not consent to a proposed amendment, such amendment shall
not take effect but the Plan Accounts of the consenting participants and
beneficiaries shall be transferred to a separate plan that is identical to this
Plan in all respects except that it may include the proposed amendment.  The Board of Directors may terminate this
Plan in its discretion, except that any such termination shall require the
written consent of all participants, all participants who are former Directors
but who are entitled to benefits under the Plan, and all beneficiaries of
deceased participants who are entitled to benefits under the Plan, unless it is
an automatic termination of the Plan under Section 5.h. hereof.  In the event that all of the Plan’s participants
and beneficiaries do not consent to a proposed termination of the Plan, the
Plan shall terminate as to the consenting participants and beneficiaries and
shall continue in effect for the participants and beneficiaries who do not
consent.


 


9

















 


APPENDIX
RE: IRS NOTICE 2000-56


 


Notwithstanding anything to the contrary in the Plan
or Trust, effective on and after May 16, 2001, TCF Financial stock or other
assets contributed to the Trust by TCF Financial or any other Company for the
benefit of Directors or service providers of TCF Financial or such Company are
subject to the claims of creditors (in the event of insolvency) of both TCF
Financial and such Company.  In
addition, such stock and assets are subject to the claims of creditors (in the
event of insolvency) of any Company from which benefits are due to a
participant or beneficiary under the terms of the Plan.  Nothing in this Appendix, however, shall
relieve any Company of its obligation to pay any benefits due from the Company
to a participant or beneficiary under the terms of the Plan.


 


Notwithstanding anything to the contrary in the Plan
or Trust, effective on and after May 16, 2001, any TCF Financial stock or other
assets not transferred to a Company’s Directors or their beneficiaries will
revert to TCF Financial upon termination of the Trust.


 


10