Exhibit 10(c)


 


05/06/03


 


 


TCF
FINANCIAL CORPORATION


 


TCF
FINANCIAL EXECUTIVE 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.

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Trust.

  	
  4

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Emergency
  Payments.

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Method
  of Payments.

  	
  11

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Investment
  Elections by Employees; Deferred TCF Stock Awards; Purchase Procedures for
  Purposes of Rule 16b-3.

  	
  14

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Termination
  or Amendment.

  	
  16

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  18

  
	
   

  	
   

  	
   

  
	
  APPENDIX
  A RE: IRS NOTICE 2000-56

  	
  20

  
	
   

  	
   

  	
   

  
	
  APPENDIX
  B  DISTRIBUTION PROCEDURES

  	
  21

  



 


 

















 


TCF
FINANCIAL EXECUTIVE 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 Purchase 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.


 


1

















 


d.                                      Employees
eligible to participate in this Plan are Employees of a Company who have been
designated by TCF Financial as subject to the reporting requirements of Section
16(a) under the Securities Exchange Act of 1934.  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:


 


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


 


2

















 


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.


 


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.


 


3

















 


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 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.


 


4

















 


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 from the TCF Stock Account and
the Diversified Account (by liquidating pro rata portions of each deemed
investment in the Diversified Account).


 


(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


 


5

















 


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 (1).


 


(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 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


 


6

















 


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 of 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 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


 


7

















 


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 non-competition 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 10% 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-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


 


8

















 


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.  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.


 


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


 


9

















 


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 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


 


10

















 


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 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


 


11

















 


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 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.


 


12

















 


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.


 


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 the date as of which payment was due.  In addition, if all or any


 


13

















 


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 or the requirement of a claim) 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; Purchase Procedures for Purposes of Rule 16b-3.


 


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 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 in suspense or 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 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 released
from pledge or becoming vested, as provided in paragraph c. of this section.


 


14

















 


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 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 Employee’s 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.


 


15

















 


d.                                      Any election of
Deferred Amounts of salary or incentive compensation under Section 1.b. shall
be exercised in writing by the Employee and filed with the Committee no later
than the date prior to the date the first salary or incentive compensation,
part or all of which is to become a Deferred Amount, is earned.


 


e.                                       Any investment
election under Section 3 or 4 relating to initial or periodic deemed
investments of Deferred Amounts in TCF Stock, whether as a result of an initial
or yearly election to participate in the Plan or a change in the level of
participation in the Plan, shall be exercised in writing by the Employee and
filed with the Committee no later than the date prior to the date the first salary
or incentive compensation, part or all of which is to become a Deferred Amount,
is earned.  Investments of Deferred
Amounts in equity securities of TCF Financial shall be deemed to occur as soon
as practicable after the payroll date for which the Deferred Amount is
received, and in the case of deemed investments consisting of TCF Stock, no
later than two weeks after such payroll date, with the exact date and purchase
terms to be determined by the Committee on such basis as it reasonably
determines.


 


f.                                         Any investment
election under Section 3 or 4 relating to the deemed liquidation of existing
investments and the deemed reinvestment or reapplication of proceeds within the
Plan shall be consistent with Exhibit A hereto, shall be exercised in writing
and filed with the Committee by the Employee on any date, provided that
any such election which is a discretionary purchase of TCF Stock is at least
six months after the date of the Employee’s last such discretionary election
(as defined in Rule 16b-3) of a sale of TCF Stock under any other benefit plan
of a Company.  Liquidation and/or
reinvestment of funds within the Plan under Section 3 or 4 shall be deemed to
have occurred as soon as practicable after the Employee’s election is filed
with the Committee, provided that the Committee determines it is a valid
election and, in the case of a deemed investment or reinvestment in TCF Stock,
no later than two weeks after the date such election is filed with the
Committee and determined to be valid, with the exact date(s) and terms of any
such transaction involving TCF Stock to be determined by the Committee on such
basis as it reasonably determines.


 


g.                                      For purposes of
this Section 10, filing with the corporate secretary of TCF Financial shall be
deemed to be a filing with the Committee.


 


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,


 


16

















 


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.


 


17

















 


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


 


18

















 


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.


 


f.                                         Notwithstanding
the election provisions of Sections 1.d. and 1.e., any participant may make a
one-time only investment election for the fourth quarter of 1998 with respect
to new Deferred Amounts and dividends and interest generated during that
calendar quarter, provided that the election is filed prior to the
beginning of the calendar quarter, is irrevocable and applies to the entire
calendar quarter.


 


19

















 


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.


 


20

















 


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 

  	
   

  	
  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

  



 


21

















 


	
   

  	
   

  	
  will come from the Diversified Account).

  	
   

  	
  particular investment in the 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 US. 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.


 


22