Exhibit 10(l)


 


05/06/03


 


 


TCF FINANCIAL CORPORATION


 


TCF FINANCIAL SENIOR OFFICER DEFERRED COMPENSATION PLAN


 


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


 












 








 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
  1.

  	
  Deferral of Incentive
  Compensation, Salaries and Stock Awards.

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Committee.

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Deferred Compensation
  Accounts.

  	
  2

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Trust.

  	
  4

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Payment of Deferred
  Amounts.

  	
  5

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Emergency Payments.

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Method of Payments.

  	
  11

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Claims Procedures.

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Investment Elections by Employees;
  Deferred TCF Stock Awards.

  	
  14

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Termination or Amendment.

  	
  16

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  17

  
	
   

  	
   

  	
   

  
	
  APPENDIX A  RE: IRS NOTICE 2000-56

  	
  19

  
	
   

  	
   

  	
   

  
	
  APPENDIX
  B  DISTRIBUTION PROCEDURES

  	
  20

  
	
   

  	
   

  	
   

  
	
  APPENDIX
  C Rules and Procedures Governing Elections to Receive Current Payment of
  Dividends On TCF Stock

  	
  22

  



 


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TCF FINANCIAL SENIOR OFFICERS DEFERRED COMPENSATION PLAN


 


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


 


1.                                      Deferral of Incentive Compensation, Salaries and Stock Awards.


 


a.                                       From
time to time eligible employees (“Employees”) of TCF Financial Corporation
(“TCF Financial”) or any of its direct or indirect subsidiaries (each such
corporation being referred to hereinafter as the “Company”) may, by written
notice, elect to have payment of a portion of their salary for the next
succeeding calendar year, all or a portion of their incentive compensation
payable for the next succeeding calendar year, and/or all or a portion of a
stock award of TCF Financial Common Stock (“TCF Stock”) deferred as hereinafter
provided.  Each such deferral of
compensation or a TCF Stock award shall be (and is hereinafter referred to as)
a “Deferred Amount.”  Notwithstanding
the foregoing, however, an Employee may not elect to defer any portion of
salary or incentive compensation with respect to any calendar year, unless such
Employee’s deferrals with respect to such year are at least $1,000 in the
aggregate, and no deferral may be made of any salary or incentive compensation
payable within 12 months after such Employee has received a distribution of
pre-tax contributions from the TCF Employees Stock Ownership Plan pursuant to
the financial hardship withdrawal provisions of such plan.


 


b.                                      Any
elections with respect to Deferred Amounts of salary shall be exercised in
writing by the Employee prior to the latest to occur of the following: (i) the
beginning of the calendar year for which the salary is to be earned; (ii) such
Employee’s first day of employment service in that year; or (iii) the first day
of the calendar month next following the date the Employee first becomes
eligible to participate in the Plan. 
Any election with respect to Deferred Amounts of incentive compensation
shall be made no later than December 31 of the calendar year preceding the
calendar year in which the periods of service are rendered for which the
incentive compensation is to be paid. 
Any election with respect to Deferred Amounts of TCF Stock awards shall
be exercised in writing by the Employee on or before the effective date of the award,
and may be exercised separately with respect to the shares of the stock award
and any cash or stock dividends (other than stock dividends in the nature of
stock splits) declared and paid with respect to such shares.  An election of Deferred Amounts, once made,
is irrevocable, except as provided in Section 6 hereof.


 


c.                                       Deferred
Amounts shall be subject to the rules set forth in this document, and each
Employee 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.  Effective for compensation
earned on or after January 1, 2000, and for awards of TCF Stock made on or
after that date, an Employee’s election of Deferred Amounts for a calendar year
shall also include an election of the timing and form of distribution of the
Deferred Amounts elected for that year, from among the alternatives set forth
in Section 5.a. of this Plan.


 


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d.                                      Employees
eligible to participate in this Plan are Employees of a Company who hold the
office of Senior Vice President of TCF Financial Corporation or TCF National
Bank Minnesota or President or Executive Vice President of an insured
institution subsidiary of TCF Financial or President of a direct or indirect subsidiary
of TCF Financial.  Effective on and
after February 9, 1995, employees of Great Lakes National Bank Michigan (“Great
Lakes”) are eligible for this plan if they hold the officer position of Senior
Vice President or above and are selected for eligibility in the plan by the
Chairman and President of Great Lakes. 
Effective upon the merger of bank charters in the year 2000, any Senior
Vice President of TCF National Bank is an eligible employee.  Effective on and after November 1, 1998,
Employees of a Company who hold the office of General Counsel of an insured
institution subsidiary of TCF Financial or of a finance company subsidiary,
direct or indirect, of TCF Financial are also eligible to participate in this
Plan.  Notwithstanding the
foregoing,  an employee who is eligible
to participate in the TCF Financial Executive Deferred Compensation Plan or the
Winthrop Resources Corporation  Deferred
Compensation Plan shall not be eligible to participate in this Plan.  Eligibility shall be determined annually as
of the latest practicable date prior to the commencement of each new calendar
year.  In the event an Employee ceases
to be eligible for this Plan during the course of a calendar year, the
Employee’s eligibility shall nevertheless continue through the end of that
calendar year.  Notwithstanding the
foregoing, individuals who become employees of a Company as a result of a
merger or acquisition shall not be eligible Employees under this Plan unless
and until TCF Financial has adopted a resolution identifying them as eligible
Employees.


 


2.                                      Committee.  The Committee (the “Committee”) shall
consist of such members of the Compensation/Nominating/Corporate Governance
Committee of the Board of Directors of TCF Financial Corporation who qualify as
non-employee directors from time to time under Rule 16b-3 of the Securities and
Exchange Commission.  Full power and
authority to construe, interpret, and administer this Plan document shall be
vested in the Committee.  The Committee
shall have full power and authority to make each determination provided for in
this Plan 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.  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.  Notwithstanding anything in this Section 2
to the contrary, no action or determination made or taken by any officer of TCF
Financial on behalf of 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”), including sub-accounts pursuant to Exhibit A
hereto and Section 10 hereof, for each of its Employees who becomes a
participant in this Plan, and each such Account shall be maintained as follows:


 


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a.                                       Each
Account shall be credited with the Deferred Amounts elected by the Employee for
whom such Account is established as of the date on which such Deferred Amount
would otherwise have been paid to the Employee.  Separate Accounts will be maintained for any Deferred Amounts
that are payable at different times or in different forms than other Deferred
Amounts.


 


b.                                      Within
30 days after the date on which Deferred Amounts are credited to an Employee’s
Account, they shall have been deemed to have been invested in such investments
as shall be permitted by the Committee and as the Employee shall direct, except
that Deferred Amounts pertaining to TCF Stock awards shall always be deemed to
be invested in TCF Stock unless they are deemed to have been sold pursuant to a
Change in Control Diversification Election. 
Any investment direction by an Employee shall be consistent with Section
10 and Exhibit A and shall be irrevocable with respect to the calendar year to
which it applies, unless the Committee allows additional elections.  While an Employee’s Account is deemed to be
so invested, it shall be credited with all interest, dividends (whether in
stock, cash, or other property), stock splits, or other property that would
have been received if the Deferred Amounts had actually been so invested,
except if an Employee has elected not to defer dividends.  All cash deemed to have been received with
respect to investments deemed to have been made for an Employee’s Account shall
be deemed to be reinvested in such investments as the Employee shall direct as
of a date selected by the Committee, which date shall be not more than 30 days
after receipt of such direction, and the balance credited to an Employee’s
Account as of any date shall be equal to the fair market value of the investments
deemed to have been made for such Account as of such date.  Starting with Deferred Amounts elected for
the year 2000 and after Accounts for each Employee shall be separately
maintained on a calendar year basis, with each year’s account (the “Class Year
Account”) reflecting only the Deferred Amounts of compensation earned in that
year and the investments in which the Deferred Amounts are deemed to be
invested.  All Deferred Amounts elected
before the year 2000, including deferrals of TCF Stock awards made before that
date, and the investments in which they are deemed to be invested from time to
time, shall be aggregated and maintained as a “Pre-2000 Account.”


 


c.                                       Although
the value of an Employee’s Account is to be measured by the value of and income
from certain deemed investments, the Companies need not actually make such
investments.  The value of and income
from such investments are merely a measuring device to determine the payments
to be made to each Employee hereunder. 
Each Employee, and each other recipient of an Employee’s Deferred
Amounts pursuant to Section 7, shall be and remain an unsecured general
creditor of the Company by which he is employed with respect to any payments
due and owing to such Employee hereunder. 
If a Company should from time to time, in its discretion, actually
purchase the investments deemed to have been made for an Employee’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
Employees shall have no right, title or interest therein.


 


d.                                      Sub-accounts
shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.


 


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e.                                       Notwithstanding
the provisions of Exhibit A and Section 10, in the event of a Change in Control
in which TCF Stock is exchanged for shares of a successor company, or for cash,
securities or other property, such that TCF Stock is no longer outstanding,
each Employee may make a one-time diversification election prior to the closing
of the Change in Control to have the assets then deemed to be held in the
Employee’s TCF Stock Account deemed to have been sold in an orderly liquidation
after the closing and the proceeds deemed to have been reinvested in such
investments as the Employee shall elect. 
If the Employee does not make such a diversification election, the
shares of TCF Stock that were deemed to have been allocated to the Employee’s
account upon the closing shall be deemed to have been exchanged for the same
consideration in the Change in Control as shares of TCF Stock generally receive
in the Change in Control.  Any portion
of such consideration consisting of securities of a successor company will be
allocated to the TCF Stock Account and thereafter will  be subject to the same restrictions on
deemed sales as applied to TCF Stock prior to the Change in Control.  Any portion of such consideration consisting
of assets other than securities of a successor company will be allocated to the
Employee’s Diversified Account.


 


f.                                         An
Employee’s right to direct the deemed investments of the Employee’s Account
shall continue during any period of distribution subsequent to the Employee’s
termination of employment in the same manner as if the Employee had continued
as an active Employee, although the Committee may, in its discretion, add
additional registered mutual funds or collective or common trust funds as
permissible deemed investments only for the Accounts of terminated Employees if
the Committee deems such funds to be particularly appropriate or suitable for
such Accounts.


 


g.                                      Sub-Accounts
shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.


 


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 Employee
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 Employees sufficient at all
times to pay in full all benefits payable under the Plan with respect to such
Company’s Employees, including, without limitation, any liquidated damages payable
to such Company’s Employees  pursuant to
Section 9.f.  In addition:


 


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 Employee, 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


 


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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.                                       Deferrals
On or After January 1, 2000 (“Class Year Accounts”).  For Deferred Amounts of compensation earned
on or after January 1, 2000 and of TCF Stock awards made on or after that date,
at the same time as the Employee elects the Deferred Amounts for a calendar
year, or for a TCF Stock Award, the Employee shall also elect the timing and
form of distribution of such Deferred Amounts for that year, or for the TCF
Stock award, from among the following options:


 


(I)                                    Upon
a Date Certain.  As to Deferred
Amounts other than TCF Stock awards, the Employee may designate the
distribution to be either a lump sum or annual installments (but no fewer than
two and no more than 15) to be paid or to commence on a date in a year
designated by the Employee (“Date Certain”) either before or after employment
termination but in no event sooner than two calendar years after the calendar
year when the Deferred Amount was earned, subject to the Committee’s
designation of a uniform month and day for each year.  For all Deferred Amounts, the Employee may designate the
distribution to be either a lump sum or annual installments (but no fewer than
two and no more than 15) to be paid on or to commence on such Date
Certain.  Any distribution in annual
installments shall commence 30 days after the Date Certain with succeeding
installments paid thereafter on the date designated by the Committee in each
subsequent year.  Each installment shall
consist of the balance of the Employee’s account at the end of the previous
calendar year, multiplied by a fraction, the numerator of which is 1 and the
denominator of which is the number of installments remaining to be paid.  Distributions of amounts credited to the
Employee’s TCF Stock account shall be made in whole shares of TCF Stock
(disregarding any shares in suspense or unvested as of the end of the calendar
year).  Distributions of amounts
credited to the Employee’s Diversified Account shall be made in cash.  Distributions shall be charged first to any
available cash that is deemed to be held in the Employee’s Account and, to the
extent such cash is not sufficient to cover the distribution, pro rata to the
TCF Stock Account and the Diversified Account (by liquidating pro rata portions
of each deemed investment in the Diversified Account).


 


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(II)                                Upon
Disability.  The Employee may
designate an alternative distribution in the event of Disability, as defined in
this Plan, in the form of either a lump sum or annual installments (but no
fewer than two and no more than 15) to be paid or to commence 30 days after
such Disability occurs.  The determination
of payments and installments, including the distribution of only whole shares
of TCF Stock with respect to amounts credited to the TCF Stock account, shall
be the same as under the preceding paragraph (I).


 


(III)                            Upon
Other Termination of Employment, Including Retirement and Death.  The Employee may designate an alternative
distribution in the event of a termination of employment, including retirement,
in the form of either a lump sum or annual installments (but no fewer than two
and no more than 15) to be paid or to commence 30 days after such termination
of employment occurs.  The determination
of payments and installments, including the distribution of only whole shares
of TCF Stock with respect to amounts credited to the TCF Stock account, shall
be the same as under the preceding paragraph (I).


 


(IV)                            Upon
a Change in Control.  The Employee
may designate an alternative distribution in the event of a Change in Control
(as defined in Section 5.j.) in the form of either a lump sum or annual
installments (but no fewer than two and no more than 15) to be paid or, in the
case of annual installments, to commence 30 days after the one year anniversary
of the closing of such Change in Control. 
The determination of payments and installments, including the
distribution of only whole shares of TCF Stock from the TCF Stock account,
shall be the same as under the preceding paragraph (I).


 


b.                                      Pre-2000
Account.  Not later than 30 days
after an Employee’s “Distribution Event” (as defined herein), the Trustee shall
commence distribution of the amounts credited to such Employee’s Pre-2000
Account.  Notwithstanding the foregoing
sentence, if an Employee’s distribution requires Committee action then the
commencement of distributions shall occur not later than 30 days after such
Committee action or, if later, after the Employee’s Distribution Event.  Provided, that the Committee shall take any
action required of it no later than its next regularly scheduled meeting after
the Employee’s Distribution Event.  An
Employee’s “Distribution Event” is the first to occur of the following: (i)
termination of employment; (ii) disability or (iii) the date one year after a
Change in Control (as defined herein). 
Commencing within such 30 day period, the balance credited to the Employee’s
Account shall be paid as follows.


 


15-Year Payment
Schedule Subject to Acceleration by Committee.  For distributions not subject to Section
5.c., d., or k., payment of the Employee’s Pre-2000 Account shall be in fifteen
annual installments unless the Committee approves a different schedule or the
Employee’s account is subject to the last paragraph of this Section 5.b.  The Committee may determine on a case by
case basis to approve a different payment schedule for an Employee after taking
into account whether the Employee has executed or will execute a
non-competition agreement in form and scope reasonably acceptable to the
Committee.  The Committee may also
consider such other factors as the Committee considers appropriate in each
case.  Any alternative payment schedule
the Committee


 


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approves under
this Section 5.b. may be in the form of installments over such period as the
Committee selects, in the form of a lump sum, or any combination of
installments and lump sum payments.  For
distributions from the Accounts of Employees who did not consent to the terms
of this Section 5.b., the balance in the Account shall be paid as provided at
the end of this section.


 


(I)                                    The
first payment under Section 5.b. shall be paid on a date the Committee selects
which is no later than 30 days after the Committee’s direction as to the form
and timing of distributions is made or, if later, 30 days after the Employee’s
Distribution Event.  If no date is
selected, the first payment shall be on the date that is the later of 30 days
after the Committee’s action or 30 days after the Employee’s Distribution
Event.  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.


 


(II)                                Each
payment shall be made in cash or in kind as the Committee, in its discretion,
shall determine except that distributions of amounts credited to an Employee’s
TCF Stock Account shall be distributed in the form of TCF Stock.  If the Committee makes no instruction,
distributions of amounts credited to an Employee’s Account that are deemed to
be invested in assets other than TCF Stock shall be distributed in the form of
cash.  Annual installments are intended
to be substantially equal in value.  To
that end, each annual distribution shall be determined as follows.  The amount credited to Employee’s Account,
as reported on the latest available account statement, shall be multiplied by a
fraction, the numerator of which is one and the denominator of which is the
number if installments remaining to be paid, including the current
installment.  The value of any portion
of the account distributed in cash shall be equal to the cash that would have
been received if the assets in which the Account was deemed to have been
invested had been liquidated on the latest practicable date prior to the
distribution date.


 


(III)                            Notwithstanding
the foregoing subparagraph (I), an Employee who has terminated employment and
commenced receiving payments may elect each year to have the payment otherwise
due on January 31 of the next succeeding year paid as monthly installments
instead, with each payment made on the last day of each month.  Any such election shall be made in writing
and delivered to the Committee on or before December 1 prior to any year for
which it is to be effective.  Such
election may also indicate the assets to be deemed to have been liquidated in
connection with each monthly payment (subject to the requirement that
distributions of amounts credited to an Employee’s TCF Stock Account must be
distributed in the form of whole shares of TCF Stock).  The amount of each monthly payment shall be
equal to the amount that would otherwise be paid in one payment in January,
divided by 12.  Any assets that must be
deemed to have been liquidated in order to pay monthly benefits shall be deemed
to have been liquidated on the last practicable date prior to the installment’s
payment date.  In no event shall this
subparagraph be construed as allowing the executive to


 


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lengthen or
shorten the number of years over which his or her benefits will be paid; the
election herein pertains only to timing of payments within a year.


 


Pre-2000 Account:
Lump Sum Payment.  For
an Employee’s Pre-2000 Account, distributions to Employees who did not consent
to the foregoing terms of Section 5.b. at the time such provisions were added
to the Plan in 1996, shall occur on or about the 30th day after the Employee’s
Distribution Event.  Distribution shall
consist of a single lump sum equal to the total value of the Employee’s
Pre-2000 Account, unless the termination of employment was due to retirement or
disability (as defined herein), in which case the distribution shall be in five
annual installments.  However, the
Committee shall reduce the number of the installments if necessary to provide
for annual payments of at least $15,000. 
In addition, if the value of the Employee’s Account is less than $15,000
as of any annual installment payment date, the Account shall be paid in full as
of such installment payment date. 
Distributions shall be in the form of cash, except that any portion of
the Account that is deemed to be invested in TCF Stock shall be distributed in
the form of whole shares of TCF Stock. 
The value of any portion of the account distributed in cash shall be
equal to the cash that would have been received if the assets in which such
portion of the Account was deemed to be invested had been liquidated by the
Trustee on the latest practicable date prior to the distribution date.


 


c.                                       Overriding
Lump Sum Distribution in Exchange for Non-Competition Covenant or Reduction in
Account Balance.  Effective on and
after September 30, 1998, each Employee who so elects in accordance with this
paragraph c. and who has had a Distribution Event shall be entitled to elect to
receive a lump sum form of distribution of either the Pre-2000 Account or any
Class Year Account.  A lump sum
distribution shall consist of a single distribution of the entire value of the
Employee’s Pre-2000 or Class Year Account (unless the Employee elects to apply
the election to only the portion of the Account that is deemed to be invested
in TCF Stock or to only the portion of the Account that is deemed to be
invested in assets other than TCF Stock) on or about 30 days after the later of
the Employee’s Distribution Event or the date on which the Employee’s election
is filed with TCF Financial.  The
distribution shall be in the form of cash, except that any portion of the
Employee’s Account that is deemed to be invested in TCF Stock shall be
distributed in the form of whole shares of TCF Stock.  The value of any portion of the Account distributed in cash shall
be equal to the cash that would have been received if the assets in which such
portion of the Account was deemed to be invested had been liquidated by the
Trustee on the latest practicable date prior to the distribution date.  An Employee’s election under this paragraph
c. may occur at any time prior to or after the commencement of distributions to
such Employee.  If distributions have
already commenced, such election shall apply only to the balance of the
Employee’s Account at the time of the election.  The election shall be made on such form as TCF Financial
reasonably requires and shall be accompanied by whichever of the following the
Employee elects to provide: (a) a noncompetition agreement having a value as of
the Committee’s action date, equal to at least 10% of the then-current value of
the Employee’s Account; (b) the Employee’s written acceptance of a reduction by
5% in the Employee’s Account; or (c) the Employee’s written acceptance of a
reduction by less than 10% in the Employee’s Account and a non-competition
agreement having a value as of the Committee’s action date equal to at least
the difference between 10% of the then-


 


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current value of
the Employee’s Account and the reduction accepted in writing by the Employee.


 


d.                                      Change
in Control Distribution.  In the
event of a Change in Control (as defined in this Plan) all Pre-2000 Accounts in
the Plan will be distributed to all Employees. 
If the Employee’s Pre-2000 Account is subject to Section 5.b.,
distribution will be in the form required by Section 5.b.  If the Employee elects to have Section 5.c.
apply to the  Pre-2000 Account, however,
then distribution will be in the form of a lump sum.  Any election to apply Section 5.c. to an Account in connection with
a Change in Control shall meet the requirements of Section 5.c.  The first payment, or the lump sum payment,
whichever applies, of a Pre-2000 Account shall occur on or about 30 days after
the earlier of (i) the date one year after the Change in Control, or (ii) the
date of the Employee’s termination of employment or disability.  Any shares of TCF Stock (or securities of a
successor company exchanged for TCF Stock) that are deemed to be held in the
TCF Stock Account shall be distributed in the form of investment in which they
are then deemed to be held.  The value
of any distribution from the Diversified Account distributed in cash shall be
equal to the cash that would have been received if the assets in which the
Diversified Account was deemed to be invested had been liquidated by the
Trustee on the latest practicable date prior to the distribution date.
Notwithstanding anything in this Section 5.d. to the contrary, if at least
twelve months prior to the earlier of: (A) the date on which a Change in
Control occurs; or (B) the date on which a definitive agreement pursuant to
which a Change in Control occurs is signed by all parties, an Employee files a
written election with the Committee to have his or her Pre-2000 Account in the
Plan distributed on a Date Certain in accordance with rules substantially
similar to those described in Section 5.a.(I) or upon termination of employment
in accordance with rules substantially similar to those described in Section
5.a.(III), the Employee’s Pre-2000 Account shall be distributed in accordance
with the Employee’s last timely written election to that effect and not in
accordance with the default rules of this Section 5.d.  Notwithstanding anything in this Section
5.d. to the contrary, if at least twelve months prior to a Change in Control an
Employee files a written election with the Committee to have his or her
Pre-2000 Account in the Plan distributed on a Date Certain in accordance with
rules substantially similar to those described in Section 5.a.(I) or upon
termination of employment in accordance with rules substantially similar to
those described in Section 5.a(III), the Employee’s Pre-2000 Account shall be
distributed in accordance with the Employee’s last timely written election to
that effect and not in accordance with the default rules of this Section
5.d.  In the event of a Change in Control,
all Class Year Accounts of an Employee shall be distributed to the Employee if
he or she so elected, at the time and in the manner elected under Section 5.a.
at the time the Class Year Account was deferred.  If the Employee subsequently elects to have Section 5.c. apply to
the Class Year Account, however, then distribution shall be in the form of a
lump sum.


 


e.                                       For
purposes of this section, an Employee’s employment is considered to terminate
as of the date which is the later of (i) Employee’s last date of service for
the Company, or (ii) the last date on which there is an employment relationship
between the Employee and a Company.


 


9

















 


f.                                         For
purposes of this section, an Employee is disabled as of the date the Employee
is eligible for payments under the long term disability plan of a Company.


 


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


 


h.                                      For
purposes of this section, an Employee’s termination of employment is a
retirement if so determined by the Committee under all the facts and
circumstances.


 


i.                                          For
purposes of this Section 5, the value of a non-competition agreement shall be
determined in all cases on the basis of an independent appraisal, unless such
an appraisal is deemed unnecessary by both the Committee and the Employee.


 


j.                                          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.


 


k.                                       Notwithstanding
any other provision of this Section 5 or any payment schedule approved by the
Committee 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 with respect to an Employee who has terminated
employment with a Company that part or all of the value of the Employee’s
Deferred Amounts or Plan Account which has not actually been distributed to the
Employee, or


 


10

















 


that part or all
of a separate account that has been established for the Employee under a trust
described in Section 4, is nevertheless required to be included in the
Employee’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 Employee in a lump sum
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.k. is a determination in writing by said Service ordering the payment of
additional tax, reporting of additional gross income or otherwise requiring
Plan amounts to be included in gross income, which is not appealable or which
the Employee does not appeal within the time prescribed for appeals.


 


l.                                          Effective
for distributions commencing on or after May 16, 2001, an Eligible Employee may
elect to have benefits due under this Plan distributed in any one of the forms
allowed by the Plan, provided that the election is in writing and is executed
and delivered to TCF Financial or to its Corporate Secretary (or designee) on
behalf of TCF Financial, prior to the Employee’s termination of employment and
no later than one year (365 days) before such Employee’s distribution event.


 


6.                                      Emergency Payments.  In the event of an “unforeseeable emergency” as determined
hereafter, the Committee may determine the amounts payable under Section 5
hereof and pay all or a part of such amounts without regard to the payment 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 Employee (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 Employee resulting from a sudden and
unexpected illness or accident of the Employee or beneficiary, or of a
dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986,
as amended) of the Employee or beneficiary, loss of the Employee’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 Employee 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 Employee’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 Employee’s deferrals under the
Plan.  Such action shall be taken only
if Employee (or Employee’s legal representatives or successors) signs an
application describing fully the circumstances which are deemed to justify the
payment, 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 Employee’s death, payments shall be made to the persons (including
a trustee or trustees) named in the last written instrument signed by Employee
and received by the Committee prior to Employee’s death, or if Employee fails
to so name any person, the amounts shall be paid to Employee’s estate or the
appropriate distributee thereof.  The
Committee, the Companies, and the Trustee shall be fully


 


11

















 


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


 


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 grantable, transferable, or
otherwise assignable in anticipation of payment thereof, in whole or in part,
by the voluntary or involuntary acts of any such persons, or by operation of
law, and shall not be pledged, encumbered, or otherwise liable or taken for any
obligation of such person.


 


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 Company(ies) by which
the Eligible Employee was employed, except to the extent that such payments are
made out of the trust described in Section 4.


 


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.j. 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


 


12

















 


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 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 an Employee shall have a continuing
power to designate a new recipient in the event of Employee’s death at any time
prior to such death without the consent or approval of any person theretofore
named as Employee’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, the Employees, their legal representatives, successors and
assigns, and all persons entitled to benefits hereunder.


 


13

















 


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


 


c.                                       Nothing
in this document shall interfere with the rights of any Employee 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.


 


d.                                      Nothing
in this document shall be construed as an employment agreement nor as in any
way impairing the right of any Company to terminate an Employee’s employment at
will.


 


e.                                       This
Plan constitutes a mere promise by the Companies to make benefit payments in
the future, and it is intended to be unfunded for tax purposes and for the
purposes of Title I of ERISA.  The
rights of an Employee or beneficiary to receive benefit payments hereunder are
solely those of an unsecured general creditor.


 


f.                                         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 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 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.


 


g.                                      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.


 


h.                                      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.                               Investment Elections by Employees; Deferred TCF Stock Awards.


 


a.                                       Employees
may elect to have investments that have been deemed to have been made in their
Deferred Compensation Accounts under Section 3 or 4 deemed to have been
liquidated and reinvested as directed, provided that any investment
election shall be exercised in writing by the Employee and approved by the
Committee or its


 


14

















 


approved
representative under such terms and conditions as the Committee deems
appropriate (Exhibit A to this Plan), and further provided, that on and
after September 30, 1998 any deemed investments in TCF Stock shall be subject
to paragraph b of this Section 10.


 


b.                                      If
an Employee directs or retains any deemed investment in shares of TCF Stock on
or after September 30, 1998, or defers an award of TCF Stock, the Employee’s
Account shall include a TCF Stock Account which shall operate as follows:


 


i.                                          All
shares of TCF Stock that were deemed to have been held in the Employee’s
Account on September 30, 1998 (excluding any shares held unvested pursuant to
paragraph c of this section) shall be allocated on that date to the Employee’s
TCF Stock Account and the fixed number of shares so allocated shall be the
beginning balance of the TCF Stock Account.


 


ii.                                       Thereafter,
the TCF Stock Account shall be increased by the number of shares, if any, of
TCF Stock purchased (or deemed to be purchased) from Deferred Amounts or from
dividends (other than nondeferred dividends) and/or interest pursuant to the
Employee’s directions under Section 3 of this Plan and by any shares of TCF
Stock becoming vested, as provided in paragraph c of this section.


 


iii.                                    The
balance of shares of the TCF Stock Account shall in no event be decreased.


 


iv.                                   Shares
allocated to the Employee’s TCF Stock Account shall be subject to all of the restrictions
and other provisions of this Committee’s action dated 8-24-98 establishing
separate accounts for TCF Stock as compared to non-TCF Stock assets.


 


v.                                      Notwithstanding
anything herein to the contrary, an Employee may elect to receive a current
distribution with respect to dividends that would otherwise be deemed to have
been credited to the Employee’s TCF Stock Account.  Such elections shall be made in such form and at such time or
times, and shall apply to such dividends, as the Committee shall determine;
provided, that in no event shall an election be effective if it is received by
the Committee:


 


(A)                              more
than 30 days after the date on which the amendment adding this clause (v) is
adopted, if the election relates to dividends declared in calendar year 2002
after the expiration of such 30-day period; otherwise


 


(B)                                after
December 31 of the calendar year preceding the calendar year in which the
dividends to which the election relates are declared


 


Except as provided in Section 6 hereof, an election to
receive a current distribution with respect to dividends shall be irrevocable
upon its receipt by the


 


15

















 


Committee, and it shall apply to all dividends that
are declared in the calendar year(s) (or portion thereof) to which the election
applies.  Cash in an amount equal to any
dividends with respect to which an election described in this Section 10.b.v.
has been made shall be distributed to the Employee as soon as administratively
feasible after such dividends would otherwise have been credited to the
Employee’s Account.”


 


c.                                       Deferred
Amounts consisting of TCF Stock awards shall be held unallocated until such
time as the shares vest in accordance with the terms of the award
agreement.  As of the date any such
shares become vested, the number of shares vesting shall be allocated to the
Employee’s Account and shall thereafter become subject to distribution the same
as any other shares of TCF Stock in which the TCF Stock account is deemed
invested.  Any cash dividends paid on
unvested shares of TCF Stock, if such dividends have been deferred by the
Employee, shall be allocated to the Employee’s account and deemed invested as
directed by the Employee.  Any stock
dividends paid on unvested shares of TCF Stock, if such dividends have been
deferred by the Employee, shall be allocated to the Employees’ TCF Stock
account and increase the TCF Stock account balance unless such dividends are in
the nature of a stock split, in which case they shall be held unallocated until
such time as the award vests.


 


11.                               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 employees 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 employees 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.k. 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.


 


16

















 


EXHIBIT
A


 


(Action of 16b-3 Sub-Committee of the Personnel Committee Establishing
TCF Stock Accounts and Diversified Accounts effective as of September 30, 1998
and as amended effective as of January 1, 2000)


 


1.                                       Effective
as of September 30, 1998 (the “Effective Date”), 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 (“TCF Stock”) 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. 
All other investments 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 Diversified Account. 
Thereafter, the Sub-Accounts shall operate as follows:


 


a.                                       The
TCF Stock Account shall be deemed to be invested solely in shares of TCF 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.  Except as
permitted by paragraph e, below, 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.


 


b.                                      A
participant’s TCF Stock Account shall be deemed to be invested in all shares of
TCF 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.  Upon the
occurrence of a Distribution Event (as defined in the Plans) the distributions
from the Plan to the participant with respect to such shares will be made in an
in-kind distribution pursuant to the terms of the Plan.


 


c.                                       The
Diversified Account shall not at any time be deemed to purchase or invest in
any shares of TCF Stock, but shall be deemed to invest in such investments as
the participant directs and as the Committee permits from time to time.


 


d.                                      Any
new Deferred Amounts for a participant after the Effective Date shall be
allocated to either the participant’s TCF Stock Account or to such
participant’s Diversified Account, as the participant shall direct in an
irrevocable election filed before the beginning of each calendar year and
applicable throughout the calendar year. 
The Deferred Amounts shall be credited to the applicable sub-Account as
of the same date that they are otherwise credited to the participant’s Account
under Section 3.a. of the Plan.


 


e.                                       Dividends
deemed to have been generated by a participant’s TCF Stock Account and which
are deferred shall be deemed to have been reinvested in the TCF Stock Account,
or in the Diversified Account, as the participant directs in an irrevocable
election filed before the beginning of each calendar year and applicable
throughout the calendar year.  Any
interest or dividends deemed to have been generated by a participant’s
Diversified Account shall be deemed to have been reinvested in the Diversified
Account, or in the participant’s TCF Stock Account, as the participant directs


 


17

















 


in an irrevocable
election filed before the beginning of each calendar year and applicable
throughout the calendar year, unless management determines that the deemed
reinvestment of interest and dividends within or from the Diversified Account
is not administratively feasible.  If
the participant does not file an election with respect to the investment of
interest and/or dividends, all interest and dividends shall be deemed to have
been reinvested in the asset that generated them.


 


18

















 


APPENDIX A  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 employees 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 employees or their beneficiaries will
revert to TCF Financial upon termination of the Trust.


 


19

















 


APPENDIX
B


 


DISTRIBUTION
PROCEDURES


 


(10-03-01)


 


Covered
Plans.  These
Procedures have been adopted as Appendices to the following plans: Executive,
Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental
Employees Retirement Plan (“SERP”) - 401-k Plan Portion.


 


Timing
of Distribution (Lump Sum vs. Installment).  As elected by the employee at the time
of joining the plan.  Superseding elections
may be made at any time up to one year prior to distribution.


 


•                                          Lump
Sum – 30 days after “distribution event” (usually, termination of employment).


 


•                                          Installments
– First installment is 30 days after distribution event.  Subsequent installments on February 15th
of each succeeding year.  Each
installment amount is determined by multiplying the account balance on 12/31 of
previous year by a fraction of 1/number of remaining installments.


 


Form of
Distribution – Stock or Cash


 


	
  If Your Account

  is 100% TCF

  Stock.

  	
   

  	
  If Your
  Account Contains both TCF

  Stock and Diversified Account.

  	
   

  	
  If Your
  Account is 100%

  Diversified Account.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The distribution will be settled entirely in whole
  shares of TCF Stock (plus cash for any fractional share).

  	
   

  	
  Automatic Method – Cash first, then pro rata:
  The distribution will be deducted first from any cash/money market balances
  in your plan account, then pro rata 
  from TCF Stock and Diversified Plan Account balances.  TCF Stock portion will be made in whole
  shares of TCF Stock (with cash for any fractional share).  Diversified Account portion will be paid
  in cash equal to its value on February 15th.

  	
   

  	
  Automatic Method – Cash first, then pro rata:
  The distribution will be deducted first from any cash/money market balances
  in your plan account, then pro rata from the deemed investments in your
  Diversified Account.  The distribution
  will be paid in cash equal to the value on February 15th of the
  deemed investments from which it was deducted.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alternative Elections: 1.  You may direct the deemed sale of non-TCF stock assets to
  provide cash for the distribution. 
  2.  You may specifically
  designate the assets to apply to the distribution.  (Example:  You specify
  100% of the distribution will come

  	
   

  	
  Alternative Elections: 1.  You may direct the deemed sale of assets to provide cash for
  the distribution.  2.  You may specifically designate the assets
  to apply to the distribution. 
  (Example:  You specify 100% of
  the distribution will come from one particular investment in the

  



 


20

















 


	
   

  	
   

  	
  from the Diversified Account).

  	
   

  	
  Diversified Account).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Election Deadline: December 31 of the previous year.

  	
   

  	
  Election Deadline: December 31 of the previous year.

  



 


Tax Withholding 


 


	
  Automatic Method of Withholding — Net Pro rata
  Against the Distribution: The minimum required withholding
  (28% federal plus applicable state percentage) will be deducted from each
  part of the distribution on a pro rata basis by type of asset.  Valuation for both the income reported and
  the withholding will be based on deemed sale price of the investment on
  February 15th.

  	
   

  	
  Alternative Election — Pay by Check:
  You may elect to pay the withholding by check.  TCF Legal will calculate the amount due on February 15th
  based on average market values on that date. 
  TCF Legal must receive check before the distribution will be forwarded
  to you.

  	
   

  	
  Alternative Election — Specify Netting: You
  may elect to net the withholding against the distribution on some basis other
  than pro rata.  (Example:  You specify that 100% of withholding will
  come from the Diversified Account portion of the distribution.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Election Deadline - December 31 of the previous
  year.

  	
   

  	
  Election Deadline - December 31 of the previous
  year.

  



 


•                                          Distributions
will be sent by U.S.  Mail to your home
address on file with the TCF Legal Department unless you have provided other
delivery instructions in writing.  If
you have a stock brokerage account, distributions can be sent to it on a same
day basis.


 


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


 


21

















 


APPENDIX
C


 


Rules and Procedures
Governing Elections to Receive 

Current Payment of Dividends On TCF Stock


 


(5-01-02)


 


The following rules and procedures govern elections by
participants in the Plans to receive current distributions of dividends
(“Dividend Distribution Elections”) pursuant to paragraph 10.b(v) of each Plan,
as so amended.


 


1.                                       Dividend
Distribution Elections may only be made by Plan participants who are actively
employed by a participating employer.


 


2.                                       Dividend
Distribution Elections may only be made with respect to cash dividends that are
declared after June 1, 2002, and that would otherwise be credited to the
electing participants’ TCF Stock Accounts in either Plan.


 


3.                                       Dividend Distribution Elections must be
in 10% increments of the eligible dividends.


 


4.                                       Dividend
Distribution Elections applicable to dividends that are declared after June 1,
2002 and before January 1, 2003 must be received by TCF no later than June 1,
2002.  Each such election shall be
irrevocable upon its receipt by TCF, and it shall apply to all cash dividends
that are declared after June 1, 2002 and before January 1, 2003.


 


5.                                       Dividend
Distribution Elections applicable to dividends that are declared in a calendar
year commencing after December 31, 2002 must be received by TCF prior to
January 1 of the calendar year in which the dividends are declared.  Each such election shall be irrevocable upon
its receipt by TCF, and it shall apply to all cash dividends that are declared
in the calendar year to which it applies.


 


6.                                       Except
as provided in paragraph 7, a separate Dividend Distribution Election must be
made for cash dividends that are declared in each calendar year.  If a participant does not make a Dividend
Distribution Election for a particular calendar year, all dividends that are
declared in that calendar year will be credited to the participant’s TCF Stock
Account.


 


7.                                       A
Plan participant who notifies a participating employer of his or her intent to
terminate employment, or who is notified by a participating employer that his
or her employment will be terminated, may, within 30 days after the date of
such notification, make a one-time Dividend Distribution Election with respect
to cash dividends that are declared in calendar years commencing after the
participant’s termination of employment. 
Each such election will be irrevocable (regardless of whether the
participant’s employment terminates pursuant to the notification), and it will
apply to all cash dividends that are declared in calendar years commencing
after the later of:


 


a.                                       the
date on which the election is received by TCF; or


 


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b.                                      the
date on which the participant’s employment terminates.


 


These procedures are effective as of May 2, 2002, and they will remain
in effect until they are changed or revoked by further action of the Committee.


 


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