Exhibit 4.1


 




 





 


 


WARRANT AGREEMENT


 


Dated as of


 


December 15, 2009


 


among


 


TCF FINANCIAL CORPORATION


 


and


 


COMPUTERSHARE, INC.


 


and


 


COMPUTERSHARE TRUST COMPANY, N.A.


 


as Warrant Agent


 






 


Warrants for

Common Stock


 






 


 


 


 




 





 

















 


Table of Contents


 


	
   

  	
  Page

  
	
   

  	
   

  



ARTICLE I


 


DEFINITIONS


	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions.

  	
  1

  
	
  Section 1.02.

  	
  Other Definitions.

  	
  3

  
	
  Section 1.03.

  	
  Rules of Construction.

  	
  3

  
	
   

  	
   

  	
   

  



ARTICLE II


 


WARRANTS


	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form.

  	
  3

  
	
  Section 2.02.

  	
  Execution and Countersignature.

  	
  4

  
	
  Section 2.03.

  	
  Registry.

  	
  5

  
	
  Section 2.04.

  	
  Transfer and Exchange.

  	
  5

  
	
  Section 2.05.

  	
  Definitive Warrants.

  	
  7

  
	
  Section 2.06.

  	
  Replacement Certificates.

  	
  8

  
	
  Section 2.07.

  	
  Outstanding Warrants.

  	
  9

  
	
  Section 2.08.

  	
  Cancellation.

  	
  9

  
	
  Section 2.09.

  	
  CUSIP Numbers.

  	
  9

  
	
   

  	
   

  	
   

  



ARTICLE III


 


EXERCISE TERMS


	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Exercise.

  	
  10

  
	
  Section 3.02.

  	
  Manner of Exercise and Issuance of Shares.

  	
  10

  
	
  Section 3.03.

  	
  Covenant to Make Stock Certificates Available.

  	
  10

  
	
   

  	
   

  	
   

  



ARTICLE IV


 


ANTIDILUTION PROVISIONS


	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Antidilution Adjustments; Notice of Adjustment.

  	
  10

  
	
  Section 4.02.

  	
  Adjustment to Warrant Certificate.

  	
  11

  
	
   

  	
   

  	
   

  



 

















 


ARTICLE V


 


WARRANT AGENT


	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Appointment of Warrant Agent.

  	
  11

  
	
  Section 5.02.

  	
  Rights and Duties of Warrant Agent.

  	
  11

  
	
  Section 5.03.

  	
  Individual Rights of Warrant Agent.

  	
  12

  
	
  Section 5.04.

  	
  Warrant Agent’s Disclaimer.

  	
  13

  
	
  Section 5.05.

  	
  Compensation and Indemnity.

  	
  13

  
	
  Section 5.06.

  	
  Successor Warrant Agent.

  	
  13

  
	
   

  	
   

  	
   

  



ARTICLE VI


 


MISCELLANEOUS


	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Persons Benefitting.

  	
  15

  
	
  Section 6.02.

  	
  Amendment.

  	
  15

  
	
  Section 6.03.

  	
  Notices.

  	
  16

  
	
  Section 6.04.

  	
  Governing Law.

  	
  17

  
	
  Section 6.05.

  	
  Successors.

  	
  17

  
	
  Section 6.06.

  	
  Multiple Originals.

  	
  17

  
	
  Section 6.07.

  	
  Inspection of Agreement.

  	
  17

  
	
  Section 6.08.

  	
  Table of Contents.

  	
  17

  
	
  Section 6.09.

  	
  Severability.

  	
  17

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Warrant

  	
   

  



 


ii





















 


WARRANT AGREEMENT dated as
of December 15, 2009 (this “Agreement”), among TCF Financial
Corporation (the “Company”), Computershare, Inc., a Delaware
corporation (“Computershare”), and its wholly-owned subsidiary,
Computershare Trust Company, N.A., a federally chartered, limited purpose trust
company (together with Computershare, the “Warrant Agent”).


 


The Company has issued the warrants described herein
(each, a “Warrant” and collectively, the “Warrants”) to the U.S.
Department of the Treasury (“Treasury”) in connection with Treasury’s
Capital Purchase Program pursuant to the Letter Agreement dated November 14,
2008 between the Company and Treasury, which agreement incorporates by
reference the Securities Purchase Agreement — Standard Terms attached thereto
as Exhibit A.  Each Warrant entitles
the registered holder thereof (the “Holder”) to purchase one share of
Common Stock, subject to the provisions of this Agreement and the relevant
Warrant Certificate.  Each Warrant
Certificate (including any Global Warrant) shall evidence such number of
Warrants as is set forth therein, subject to adjustment pursuant to the
provisions of the Warrant Certificate.


 


Treasury desires to sell all or a portion of the
Warrants at any time or from time to time. 
The Warrants and the shares of Common Stock issuable upon exercise of
the Warrants will be freely transferable by Holders that are not Affiliates of
the Company.  The Company desires the
Warrant Agent to act on behalf of the Company in connection with the
registration, transfer, exchange, redemption, exercise and cancellation of the
Warrants as provided herein and the Warrant Agent is willing to so act.


 


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of Warrants:


 


ARTICLE I




DEFINITIONS


 


Section 1.01.          Definitions.


 


“Affiliate” means, with respect to any Person, any
Person directly or indirectly controlling, controlled by or under common
control with, such other Person. For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlled by” and “under
common control with”) when used with respect to any Person, means the
possession, directly or indirectly, of the power to cause the direction of
management and/or policies of such Person, whether through the ownership of
voting securities by contract or otherwise.


 


“Agent Members” means the securities brokers and dealers,
banks and trust companies, clearing organizations and certain other
organizations that are participants in the Depositary’s system.


 


“business day” means any day
except Saturday, Sunday and (i) at any time when the Warrants are listed
on The New York Stock Exchange, any day on which The New York Stock Exchange is
authorized or required by law or other governmental actions to close or (ii) at
any time when the Warrants are not listed on The New York Stock Exchange, any
day on which


 

















 


banking institutions in the
State of New York generally are authorized or required by law or other
governmental actions to close.


 


“Common Stock”
means the common stock, par value $.01 per share, of the Company.


 


“Definitive
Warrant” means a Warrant Certificate in definitive form that
is not deposited with the Depositary or with the Warrant Agent as custodian for
the Depositary.


 


“Depositary” means The
Depository Trust Company, its nominees and their respective successors.


 


“Exchange Act” means the U.S. Securities Exchange Act of
1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.


 


“Exercise Price” has the meaning set forth in the form of
Warrant Certificate attached as Exhibit A hereto.


 


“Officer” means the Chief Executive Officer, the President,
the Chief Financial Officer, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Company.


 


“Officers’ Certificate” means a certificate signed
by two Officers.


 


“Opinion of Counsel” means a written opinion
from legal counsel who is reasonably acceptable to the Warrant Agent.  Such counsel may be an employee of or counsel
to the Company or the Warrant Agent.


 


“Person” means an
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, limited liability partnership, trust,
unincorporated organization, or government or any agency or political
subdivision thereof or any other entity.


 


“Shares” has the meaning ascribed to it in the Warrant.


 


“Warrant Certificate” means any
fully registered certificate (including a Global Warrant) issued by the Company
and authenticated by the Warrant Agent under this Agreement evidencing
Warrants, in the form attached as Exhibit A hereto.


 


“Warrant Share Number” has the meaning set forth
in the form of Warrant Certificate attached as Exhibit A hereto.


 


2

















 


Section 1.02.          Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Agreement”

  	
   

  	
  Recitals

  
	
  “Company”

  	
   

  	
  Recitals

  
	
  “Global
  Warrant”

  	
   

  	
  2.01(a)

  
	
  “Holders”

  	
   

  	
  Recitals

  
	
  “Registry”

  	
   

  	
  2.03

  
	
  “Stock
  Transfer Agent”

  	
   

  	
  3.05

  
	
  “Warrant”

  	
   

  	
  Recitals

  
	
  “Warrant
  Agent”

  	
   

  	
  Recitals

  



 


Section 1.03.          Rules of Construction.


 


Unless the text
otherwise requires:


 


(i)            a defined term has
the meaning assigned to it;


 


(ii)           an accounting term
not otherwise defined has the meaning assigned to it in accordance with
generally accepted accounting principles as in effect on the date hereof;


 


(iii)          “or” is not
exclusive;


 


(iv)          “including” means
including, without limitation; and


 


(v)           words in the
singular include the plural and words in the plural include the singular.


 


ARTICLE II




WARRANTS


 


Section 2.01.          Form.


 


(a)   Global Warrants.  Except as provided in Section 2.04 or
2.05, Warrants issued upon any transfer or exchange thereof shall be issued in
the form of one or more permanent global Warrants in fully registered form with
the global securities legend set forth in Exhibit A hereto (each, a “Global
Warrant”), which shall be deposited on behalf of the Company with the
Warrant Agent, as custodian for the Depositary (or with such other custodian as
the Depositary may direct), and registered in the name of the Depositary or a
nominee of the Depositary, duly executed by the Company and countersigned by
the Warrant Agent as hereinafter provided.


 


(b)   Book-Entry Provisions. This Section 2.01(b) shall
apply only to a Global Warrant deposited with or on behalf of the Depositary.


 


3

















 


(i)            The Company shall
execute and the Warrant Agent shall, in accordance with Section 2.02,
countersign, by either manual or facsimile signature, and deliver one or more
Global Warrants that (A) shall be registered in the name of the Depositary
or the nominee of the Depositary and (B) shall be delivered by the Warrant
Agent to the Depositary or pursuant to the Depositary’s instructions or held by
the Warrant Agent as custodian for the Depositary.  Each Global Warrant shall be dated the date
of its countersignature.


 


(ii)           Agent Members shall
have no rights under this Agreement with respect to any Global Warrant held on
their behalf by the Depositary or by the Warrant Agent as the custodian of the
Depositary or under such Global Warrant except to the extent set forth herein
or in a Warrant Certificate, and the Depositary may be treated by the Company,
the Warrant Agent and any agent of the Company or the Warrant Agent as the
absolute owner of such Global Warrant for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall (A) prevent the Company, the Warrant Agent or any agent of the
Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or (B) impair, as
between the Depositary and the Agent Members, the operation of customary
practices of the Depositary governing the exercise of the rights of a holder of
a beneficial interest in any Warrant. 
The rights of beneficial owners in a Global Warrant shall be exercised
through the Depositary subject to the applicable procedures of the Depositary
except to the extent set forth herein or in a Warrant Certificate.


 


(c)   Definitive Securities.  Except as provided in Section 2.04 or
2.05, owners of beneficial interests in Global Warrants will not be entitled to
receive physical delivery of Definitive Warrants.


 


(d)   Warrant Certificates.  Warrant Certificates shall be in
substantially the form attached as Exhibit A hereto and shall be typed,
printed, lithographed or engraved or produced by any combination of such
methods or produced in any other manner permitted by the rules of any
securities exchange on which the Warrants may be listed, all as determined by
the Officer or Officers executing such Warrant Certificates, as evidenced by
their execution thereof.  Any Warrant
Certificate shall have such insertions as are appropriate or required or
permitted by this Agreement and may have such letters, numbers or other marks
of identification and such legends and endorsements, stamped, printed,
lithographed or engraved thereon, (i) as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, (ii) such
as may be required to comply with this Agreement, any law or any rule of
any securities exchange on which the Warrants may be listed, and (iii) such
as may be necessary to conform to customary usage.


 


Section 2.02.          Execution and Countersignature.


 


At least one
Officer shall sign the Warrant Certificates for the Company by manual or
facsimile signature.


 


4

















 


If an Officer whose signature is on a Warrant
Certificate no longer holds that office at the time the Warrant Agent
countersigns the Warrant Certificate, the Warrants evidenced by such Warrant
Certificate shall be valid nevertheless.


 


The Warrant Agent shall initially countersign, by
either manual or facsimile signature, and deliver Warrant Certificates
entitling the Holders thereof to purchase in the aggregate not more than
3,199,988 shares of Common Stock (subject to adjustment as provided in such
Warrant Certificates) upon a written order of the Company signed by one Officer
of the Company.  Each Warrant Certificate
shall be dated the date of its countersignature.


 


At any time and from time to time after the
execution of this Agreement, the Warrant Agent shall upon receipt of a written
order of the Company signed by an Officer of the Company countersign for issue
a Warrant Certificate evidencing the number of Warrants specified in such
order; provided, however, that the Warrant Agent shall be
entitled to receive an Officers’ Certificate and an Opinion of Counsel of the
Company that it may reasonably request in connection with such countersignature
of Warrants. Such order shall specify the number of Warrants to be evidenced on
the Warrant Certificate to be countersigned, the date on which such Warrant
Certificate is to be countersigned and the number of Warrants then authorized.


 


The Warrants evidenced by a Warrant Certificate
shall not be valid until an authorized signatory of the Warrant Agent
countersigns the Warrant Certificate either manually or by facsimile signature.
Such signature shall be solely for the purpose of authenticating the Warrant
Certificate and shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly authenticated and issued under this Agreement.


 


Section 2.03.          Registry.


 


The Warrants shall
be issued in registered form only.  The
Warrant Agent shall keep a registry (the “Registry”) of the Warrant
Certificates and of their transfer and exchange. The Registry shall show the
names and addresses of the respective Holders and the date and number of
Warrants evidenced on the face of each of the Warrant Certificates. The Holder
of any Global Warrant will be the Depositary or a nominee of the Depositary in
whose name the Global Warrant is registered. 
The Warrant holdings of Agent Members will be recorded on the books of
the Depositary.  The beneficial interests
in the Global Warrant held by customers of Agent Members will be reflected on
the books and records of such Agent Members and will not be known to the
Warrant Agent, the Company or to the Depositary.


 


Except as
otherwise provided herein or in the Warrant Certificate, the Company and the
Warrant Agent may deem and treat any Person in whose name a Warrant Certificate
is registered in the Registry as the absolute owner of such Warrant Certificate
for all purposes whatsoever and neither the Company nor the Warrant Agent shall
be affected by notice to the contrary.


 


Section 2.04.          Transfer and Exchange.


 


(a)   Transfer and Exchange of Global Warrants.


 


5

















 


(i)            Registration of the
transfer and exchange of Global Warrants or beneficial interests therein shall
be effected through the book-entry system maintained by the Depositary, in
accordance with this Agreement and the procedures of the Depositary therefor. A
transferor of a beneficial interest in a Global Warrant (or the relevant Agent
Member on behalf of such transferor) shall deliver to the Warrant Agent (x) a
written order given in accordance with the Depositary’s procedures containing
information regarding the account of the Agent Member to be credited with a
beneficial interest in the Global Warrant and (y) a written instruction of
transfer in form satisfactory to the Warrant Agent, duly executed by the Holder
thereof or by his attorney, duly authorized in writing.  Additionally, prior to the Holder registering
the transfer or making the exchange as requested, the requirements for such
transfer or exchange to be issued in a name other than the registered Holder
shall be met.  Such requirements include,
inter alia, a signature guarantee from
an eligible guarantor institution participating in a signature guarantee
program approved by the Securities Transfer Association, and any other
reasonable evidence of authority that may be required by the Warrant
Agent.  Upon satisfaction of the
conditions in this Clause (i), the Warrant Agent shall, in accordance with such
instructions, instruct the Depositary to credit to the account of the Agent
Member specified in such instructions a beneficial interest in the Global
Warrant and to debit the account of the Agent Member making the transfer of the
beneficial interest in the Warrant being transferred.


 


(ii)           Notwithstanding any
other provisions of this Agreement (other than the provisions set forth in Section 2.05),
a Global Warrant may only be transferred as a whole, and not in part, and only
by (i) the Depositary to a nominee of the Depositary, (ii) a nominee
of the Depositary to the Depositary or another nominee of the Depositary or (iii) the
Depositary or any such nominee to a successor Depositary or its nominee.


 


(iii)          In the event that a
Global Warrant is exchanged and transferred for Definitive Warrants pursuant to
Section 2.05, such Warrants may be exchanged only in accordance with such
procedures as are substantially consistent with the provisions of this Section 2.04
and the requirements of any Warrant Certificate and such other procedures as
may from time to time be adopted by the Company that are not inconsistent with
the terms of this Agreement or of any Warrant Certificate.


 


(b)   Cancellation or Adjustment of Global
Warrant.  At such time as all
beneficial interests in a Global Warrant have been exchanged for Definitive
Warrants, redeemed, repurchased or canceled, such Global Warrant shall be
returned to the Depositary for cancellation or retained and canceled by the
Warrant Agent. At any time prior to such cancellation, if any beneficial
interest in a Global Warrant is transferred or exchanged for Definitive Warrants,
redeemed, repurchased or canceled, the number of Warrants represented by such
Global Warrant shall be reduced and an adjustment shall be made on the books
and records of the Warrant Agent to reflect such reduction.


 


(c)   Obligations with Respect to Transfers and
Exchanges of Warrants.


 


(i)            To permit
registrations of transfers and exchanges, the Company shall execute and the
Warrant Agent shall countersign, by either manual or facsimile 


 


6

















 


signature,
Global Warrants and Definitive Warrants as required pursuant to the provisions
of Section 2.02 and this Section 2.04.


 


(ii)           No service charge
shall be made to a Holder for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection therewith.


 


(iii)          All Warrants issued
upon any registration of transfer or exchange pursuant to the terms of this
Agreement shall be the valid obligations of the Company, entitled to the same
benefits under this Agreement as the Warrants surrendered upon such
registration for transfer or exchange.


 


(d)   No Obligation of the Warrant Agent.


 


(i)            The Warrant Agent
shall have no responsibility or obligation to any beneficial owner of a Global
Warrant, any Agent Member or other Person with respect to the accuracy of the
records of the Depositary or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Warrants or with respect
to the delivery to any Agent Member, beneficial owner or other Person (other
than the Depositary) of any notice or the payment of any amount, under or with
respect to such Warrants.  All notices
and communications to be given to the Holders and all payments to be made to
Holders under the Warrants shall be given or made only to or upon the order of
the registered Holders (which shall be the Depositary or its nominee in the
case of a Global Warrant).  The rights of
beneficial owners in any Global Warrant shall be exercised only through the
Depositary subject to the applicable rules and procedures of the
Depositary.  The Warrant Agent may rely
and shall be fully protected in relying upon information furnished by the
Depositary with respect to its members, participants and any beneficial owners.


 


(ii)           The Warrant Agent
shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Agreement or
under applicable law with respect to any transfer of any interest in any
Warrant (including any transfer between or among the Agent Members or
beneficial owners in any Global Warrant) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Agreement,
and to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


Section 2.05.          Definitive Warrants.


 


(a)   Beneficial interests in a Global Warrant
deposited with the Depositary or with the Warrant Agent as custodian for the
Depositary pursuant to Section 2.01 shall be transferred pursuant to the
requirements set forth in Section 2.04(a)(i) hereof, to each
beneficial owner thereof in the form of Definitive Warrants evidencing a number
of Warrants equivalent to such owner’s beneficial interest in such Global
Warrant, in exchange for such Global Warrant, only if such transfer complies
with Section 2.04 and (i) the Depositary notifies the Company that it
is 


 


7

















 


unwilling
or unable to continue as Depositary for such Global Warrant or if at any time
the Depositary ceases to be a “clearing agency” registered under the Exchange
Act and, in each such case, a successor Depositary is not appointed by the
Company within 90 days of such notice, (ii) the Company, in its sole
discretion, notifies the Warrant Agent in writing that it elects to cause the
issuance of Definitive Warrants under this Agreement, or (iii) the Company
shall be adjudged a bankrupt or insolvent or make an assignment for the benefit
of its creditors or institute proceedings to be adjudicated a bankrupt or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a
petition or answer or consent seeking reorganization under Federal bankruptcy
laws or any other similar applicable Federal or State law, or shall consent to
the filing of any such petition, or shall consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or all or any substantial part of its property
shall be appointed, or if a public officer shall have taken charge or control
of the Company or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation.


 


(b)   Any Global Warrant that is transferable to
the beneficial owners thereof in the form of Definitive Warrants pursuant to
this Section 2.05 shall be surrendered by the Depositary to the Warrant
Agent, to be so transferred, in whole or from time to time in part, without
charge, and the Warrant Agent shall countersign, by either manual or facsimile
signature, and deliver to each beneficial owner in the name of such beneficial
owner, upon such transfer of each portion of such Global Warrant, Definitive
Warrants evidencing a number of Warrants equivalent to such beneficial owner’s
beneficial interest in the Global Warrant. 
The Warrant Agent shall register such transfer in the Registry, and upon
such transfer the surrendered Global Warrant shall be cancelled by the Warrant
Agent.


 


(c)   All Definitive Warrants issued upon
registration of transfer pursuant to this Section 2.05 shall be the valid
obligations of the Company, evidencing the same obligations of the Company and
entitled to the same benefits under this Agreement and the Global Warrant
surrendered for registration of such transfer.


 


(d)   Subject to the provisions of Section 2.05(b),
the registered Holder of a Global Warrant may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder is entitled
to take under this Agreement or the Warrants.


 


(e)   In the event of the occurrence of any of the
events specified in Section 2.05(a), the Company will promptly make
available to the Warrant Agent a reasonable supply of Definitive Warrants in
definitive, fully registered form.


 


(f)    Neither the Company nor the Warrant Agent
will be liable or responsible for any registration or transfer of any Warrants
that are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary.


 


Section 2.06.          Replacement Certificates.


 


If a mutilated
Warrant Certificate is surrendered to the Warrant Agent or if the Holder of a
Warrant Certificate claims that the Warrant Certificate has been lost,
destroyed or 


 


8

















 


wrongfully
taken, the Company shall issue and the Warrant Agent shall countersign, by
either manual or facsimile signature, a replacement Warrant Certificate of like
tenor and representing an equivalent number of Warrants, if the reasonable
requirements of the Warrant Agent and of Section 8-405 of the Uniform
Commercial Code as in effect in the State of New York are met.  If required by the Warrant Agent or the
Company, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Company and the Warrant Agent to protect the Company and the Warrant
Agent from any loss that either of them may suffer if a Warrant Certificate is
replaced.  The Company and the Warrant
Agent may charge the Holder for their expenses in replacing a Warrant
Certificate.  Every replacement Warrant
Certificate evidences an additional obligation of the Company.


 


Section 2.07.          Outstanding Warrants.


 


Warrants
outstanding at any time are all Warrants evidenced on all Warrant Certificates
authenticated by the Warrant Agent except for those canceled by it and those
delivered to it for cancellation. A Warrant ceases to be outstanding if the
Company or an Affiliate of the Company holds the Warrant.


 


If a Warrant Certificate is replaced pursuant to Section 2.06,
the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent
and the Company receive proof satisfactory to them that the replaced Warrant
Certificate is held by a bona fide purchaser.


 


Section 2.08.          Cancellation.


 


In the event the Company shall purchase or otherwise acquire Definitive
Warrants, the same
shall thereupon be delivered to the Warrant Agent for cancellation.


 


The Warrant Agent
and no one else shall cancel and destroy all Warrant Certificates surrendered
for registration of transfer, exchange, replacement, exercise or cancellation
and deliver a certificate of such destruction to the Company unless the Company
directs the Warrant Agent to deliver canceled Warrant Certificates to the
Company.  The Company may not issue new
Warrant Certificates to replace Warrant Certificates to the extent they
evidence Warrants that have been exercised or Warrants that the Company has
purchased or otherwise acquired.


 


Section 2.09.          CUSIP Numbers.


 


The Company in
issuing the Warrants may use “CUSIP” numbers (if then generally in use) and, if
so, the Warrant Agent shall use “CUSIP” numbers in notices as a convenience to
Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Warrant Certificates or as contained in any notice and that
reliance may be placed only on the other identification numbers printed on the
Warrant Certificates.


 


9
















 


ARTICLE III


 


EXERCISE TERMS


 


Section 3.01.          Exercise.


 


The Exercise Price
of each Warrant, the Warrant Share Number, the number of Warrants evidenced by
any Warrant Certificate and the expiration time of each Warrant shall be set
forth in the related Warrant Certificate. The Exercise Price of each Warrant
and the Warrant Share Number are subject to adjustment pursuant to the terms
set forth in the Warrant Certificate.


 


Section 3.02.          Manner of Exercise and Issuance of
Shares.


 


Warrants may be
exercised in the manner set forth in Section 3 of the Warrant Certificate,
and upon any such exercise, Shares shall be issued in the manner set forth in Section 4
of the Warrant Certificate.


 


Section 3.03.          Covenant to Make Stock Certificates
Available.


 


(a)   The Warrant Agent is hereby authorized to
requisition from time to time from any stock transfer agents of the Company
stock certificates required to honor outstanding Warrants upon exercise thereof
in accordance with the terms of this Agreement, and the Company agrees to
authorize and direct such transfer agents to comply with all such requests of
the Warrant Agent. The Company shall supply such transfer agents with duly
executed stock certificates for such purposes and shall provide or otherwise
make available any cash or scrip that may be payable upon exercise of Warrants
as provided herein and in each Warrant Certificate.


 


(b)   The Warrant Agent is hereby authorized to
create a special account for the reserve of shares of Common Stock to be issued
upon exercise of the Warrants.


 


(c)   In connection with the shares of Common Stock
to be issued upon exercise, the Company shall provide an Opinion of Counsel
dated as of the date of this Agreement, stating that all such shares, when
issued, will be:


 


(i)    registered,
or subject to a valid exemption from registration, under the Securities Act of
1933, as amended, and all material and necessary State securities law filings
will have been made with respect to such shares; and


 


(ii)   validly
issued, fully paid and non-assessable.


 


ARTICLE IV




ANTIDILUTION PROVISIONS


 


Section 4.01.          Antidilution
Adjustments; Notice of Adjustment.


 


10

















 


The Exercise Price
and the Warrant Share Number shall be subject to adjustment from time to time
as provided in Section 12 of the Warrant Certificate.  Whenever the Exercise Price or the Warrant
Share Number is so adjusted or is proposed to be adjusted as provided in Section 12
of the Warrant Certificate, the Company shall deliver to the Warrant Agent the notices
or statements, and shall cause a copy of such notices or statements to be sent
or communicated to each Holder pursuant to Section 6.03, as provided in
Sections 12(H) and (I) of the Warrant Certificate.


 


Section 4.02.          Adjustment to Warrant Certificate.


 


The form of
Warrant Certificate need not be changed because of any adjustment made pursuant
to the Warrant Certificate, and Warrant Certificates issued after such
adjustment may state the same Exercise Price and the same Warrant Share Number
as are stated in the Warrant Certificates initially issued pursuant to this
Agreement. The Company, however, may at any time in its sole discretion make
any change in the form of Warrant Certificate that it may deem appropriate to
give effect to such adjustments and that does not affect the substance of the
Warrant Certificate, and any Warrant Certificate thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.


 


ARTICLE V




WARRANT AGENT


 


Section 5.01.          Appointment of Warrant Agent.


 


The Company hereby
appoints the Warrant Agent to act as agent for the Company in accordance with
the provisions of this Agreement and the Warrant Agent hereby accepts such
appointment.  The Warrant Agent shall not
be liable for, and shall be indemnified and held harmless by the Company
against, anything that it may do or refrain from doing in connection with this
Agreement, except for its own gross negligence, willful misconduct or bad faith.


 


Section 5.02.          Rights and Duties of Warrant Agent.


 


(a)   Agent for the Company.  In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligation or relationship or
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.


 


(b)   Counsel.  The Warrant Agent may consult with counsel
satisfactory to it (who may be counsel to the Company), and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.


 


(c)   Documents.  The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document 


 


11

















 


reasonably
believed by it to be genuine and to have been presented or signed by the proper
parties.


 


(d)   No Implied Obligations.  The Warrant Agent shall be obligated to
perform only such duties as are specifically set forth herein and in the
Warrant Certificates, and no implied duties or obligations of the Warrant Agent
shall be read into this Agreement or the Warrant Certificates against the
Warrant Agent. The Warrant Agent shall not be under any obligation to take any
action hereunder that may tend to involve it in any expense or liability for
which it does not receive indemnity if such indemnity is reasonably
requested.  The Warrant Agent shall not
be accountable or under any duty or responsibility for the use by the Company of
any of the Warrant Certificates countersigned by the Warrant Agent and
delivered by it to the Holders or on behalf of the Holders pursuant to this
Agreement or for the application by the Company of the proceeds of the
Warrants.  The Warrant Agent shall have
no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a Holder
with respect to such default, including any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise.


 


(e)   Not Responsible for Adjustments or
Validity of Stock. The Warrant Agent shall not at any time be under any
duty or responsibility to any Holder to determine whether any facts exist that
may require an adjustment of the Warrant Share Number or the Exercise Price, or
with respect to the nature or extent of any adjustment when made, or with
respect to the method employed, or herein or in any supplemental agreement
provided to be employed, in making the same. 
The Warrant Agent shall not be accountable with respect to the validity
or value of any Shares or of any securities or property that may at any time be
issued or delivered upon the exercise of any Warrant or upon any adjustment
pursuant to Section 12 of the Warrant Certificate, and it makes no
representation with respect thereto.  The
Warrant Agent shall not be responsible for any failure of the Company to make
any cash payment or to issue, transfer or deliver any Shares or stock
certificates upon the surrender of any Warrant Certificate for the purpose of
exercise or upon any adjustment pursuant to Section 12 of the Warrant
Certificate, or to comply with any of the covenants of the Company contained in
the Warrant Certificate.


 


(f)    If the Warrant Agent shall receive any
notice or demand (other than Notice of Exercise of Warrants) addressed to the
Company by the Holder of a Warrant, the Warrant Agent shall promptly forward
such notice or demand to the Company.


 


Section 5.03.          Individual Rights of Warrant Agent.


 


The Warrant Agent
and any stockholder, director, officer or employee of the Warrant Agent may
buy, sell or deal in any of the Warrants or other securities of the Company or
its affiliates or become pecuniarily interested in transactions in which the
Company or its affiliates may be interested, or contract with or lend money to
the Company or its affiliates or otherwise act as fully and freely as though it
were not the Warrant Agent under this Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any
other legal entity.


 


12

















 


Section 5.04.          Warrant Agent’s Disclaimer.


 


The Warrant Agent
shall not be responsible for, and makes no representation as to the validity or
adequacy of, this Agreement or the Warrant Certificates and it shall not be
responsible for any statement in this Agreement or the Warrant Certificates
other than its countersignature thereon.


 


Section 5.05.          Compensation and Indemnity.


 


(a)   The Company agrees to pay the Warrant Agent
from time to time reasonable compensation for its services as agreed and to
reimburse the Warrant Agent upon request for all reasonable out-of-pocket
expenses incurred by it, including the reasonable compensation and expenses of
the Warrant Agent’s agents and counsel as agreed.  The Company shall indemnify the Warrant
Agent, its officers, directors, agents and counsel against any loss, liability
or expense (including reasonable agents’ and attorneys’ fees and expenses)
incurred by it without gross negligence, willful misconduct or bad faith on its
part arising out of or in connection with the acceptance or performance of its
duties under this Agreement.  The Warrant
Agent shall notify the Company promptly of any claim for which it may seek
indemnity.  The Company need not
reimburse any expense or indemnify against any loss or liability incurred by
the Warrant Agent through willful misconduct, gross negligence or bad
faith.  The Company’s payment obligations
pursuant to this Section shall survive the termination of this Agreement.


 


(b)   The Warrant Agent shall be responsible for
and shall indemnify and hold the Company harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to the Warrant Agent’s refusal or failure to
comply with the terms of this Agreement, or which arise out of Warrant Agent’s
gross negligence, bad faith or willful misconduct or which arise out of the
breach of any representation or warranty of the Warrant Agent hereunder, for
which the Warrant Agent is not entitled to indemnification under this
Agreement; provided, however, the Warrant Agent’s aggregate liability hereunder
during any term of this Agreement with respect to, arising from, or arising in
connection with this Agreement, whether in contract, or in tort, or otherwise,
is limited to, and shall not exceed, the amounts paid hereunder by the Company
to the Warrant Agent as fees and charges, but not including reimbursable
expenses.


 


To secure the Company’s payment obligations under
this Agreement, the Warrant Agent shall have a lien prior to the Holders on all
money or property held or collected by the Warrant Agent.


 


Section 5.06.          Successor Warrant Agent.


 


(a)   Company to Provide and Maintain Warrant
Agent.  The Company agrees for the
benefit of the Holders that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or cancelled or are no
longer exercisable.


 


(b)   Resignation and Removal.  The Warrant Agent may at any time resign by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided,
however, that such date shall not be less than 60 days after the date on
which such notice is given unless the Company otherwise agrees.  The Warrant Agent hereunder may be removed at
any time by the filing with it of an instrument 


 


13

















 


in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective, which date shall not be less than 60
days after such notice is given unless the Warrant Agent otherwise agrees.  Any removal under this Section shall
take effect upon the appointment by the Company as hereinafter provided of a
successor Warrant Agent (which shall be (i) a bank or trust company, (ii) organized
under the laws of the United States of America or one of the states thereof, (iii) authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers, (iv) having a combined capital and surplus of at least
$50,000,000 (as set forth in its most recent reports of condition published
pursuant to law or to the requirements of any United States federal or state
regulatory or supervisory authority) and (v) having an office in the
Borough of Manhattan, The City of New York) and the acceptance of such
appointment by such successor Warrant Agent.


 


(c)   Company to Appoint Successor.  In the event that at any time the Warrant
Agent shall resign, or shall be removed, or shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or shall commence a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or under
any other applicable Federal or State bankruptcy, insolvency or similar law or
shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Warrant Agent or its property or affairs, or shall make an
assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due, or shall take
corporate action in furtherance of any such action, or a decree or order for
relief by a court having jurisdiction in the premises shall have been entered
in respect of the Warrant Agent in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law, or a decree or order by
a court having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or similar official) of the Warrant Agent or of its property or
affairs, or any public officer shall take charge or control of the Warrant
Agent or of its property or affairs for the purpose of rehabilitation,
conservation, winding up or liquidation, a successor Warrant Agent, qualified
as aforesaid, shall be appointed by the Company by an instrument in writing,
filed with the successor Warrant Agent. 
In the event that a successor Warrant Agent is not appointed by the
Company, a successor Warrant Agent, qualified as aforesaid, shall be appointed
by the Warrant Agent or the Warrant Agent shall petition a court to appoint a
successor Warrant Agent.  Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to
be Warrant Agent hereunder; provided, however, that in the event
of the resignation of the Warrant Agent under this subsection (c), such
resignation shall be effective on the earlier of (i) the date specified in
the Warrant Agent’s notice of resignation and (ii) the appointment and
acceptance of a successor Warrant Agent hereunder.


 


(d)   Successor to Expressly Assume Duties.  Any successor Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the rights and obligations of such predecessor with like
effect as if originally named as Warrant Agent hereunder, and such predecessor,
upon payment of its charges and disbursements then unpaid, shall thereupon
become obligated to transfer, deliver and pay over, and such successor 


 


14

















 


Warrant
Agent shall be entitled to receive, all monies, securities and other property
on deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e)   Successor by Merger.  Any corporation into which the Warrant Agent
hereunder may be merged or consolidated, or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer all or
substantially all of its assets and business, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided, however,
that it shall be qualified as aforesaid.


 


ARTICLE VI




MISCELLANEOUS


 


Section 6.01.          Persons Benefitting.


 


Nothing in this
Agreement is intended or shall be construed to confer upon any Person other
than the Company, the Warrant Agent and the Holders any right, remedy or claim
under or by reason of this Agreement or any part hereof.


 


Section 6.02.          Amendment.


 


This Agreement and the Warrants may be amended by the parties hereto without the
consent of any Holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or therein
or adding or changing any other provisions with respect to matters or questions
arising under this Agreement or the Warrants as the Company and the
Warrant Agent may deem necessary or desirable; provided, however,
that such action shall not adversely affect the rights of any of the Holders in
any material respect.  Any amendment or
supplement to this Agreement or the Warrants that has a material adverse
effect on the interests of any of the Holders or owners of a beneficial interest in a Global Warrant
shall require the written consent of the Holders of a majority of the
then outstanding Warrants; provided that the consent of each Holder affected thereby shall be
required for any amendment pursuant to which (i) the Exercise Price would
be increased or the Warrant Share Number would be decreased (in each case,
other than pursuant to adjustments provided for in Section 12 of the
Warrant Certificate), (ii) the time period during which the Warrants are
exercisable would be shortened or (iii) any change adverse to the Holder
would be made to the anti-dilution provisions set forth in Article IV of
this Agreement or Section 12 of the Warrant Certificate.  In determining whether the
Holders of the required number of Warrants have concurred in any direction,
waiver or consent, Warrants owned by the Company or by any Affiliate of the
Company shall be disregarded and deemed not to be outstanding, except that, for
the purpose of determining whether the Warrant Agent shall be protected in
relying on any such direction, waiver or consent, only Warrants that the
Warrant Agent knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Warrants
outstanding at the time shall be considered in any such determination.


 


15

















 


Section 6.03.          Notices.


 


Any notice or
communication shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:


 


if to the Company:


 


TCF Financial Corporation


200 E. Lake Street


Wayzata, MN 55391

Telephone: (952) 475-6498

Facsimile: (952) 475-7975


 


Attention: 
Joseph T. Green, General Counsel


with a copy to:


 


Kaplan, Strangis and Kaplan, P.A.


5500 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN 55402

Telephone: (612) 375-1138

Facsimile: (612) 375-1143


 


Attention: 
Mary S. Giesler


 


if to the Warrant Agent:


 


Computershare Trust Company, N.A.


 


Attn 
Corporate Actions


 


250 Royall Street


 


Canton MA 02021

Telephone: (781) 575-2628

Facsimile: (781) 575-2901


 


Attention: 
Matthew Attubato


 


The Company or the Warrant Agent by notice to the
other may designate additional or different addresses for subsequent notices or
communications.


 


Unless the Warrant is a Global Warrant, any notice
or communication mailed to a Holder shall be mailed to the Holder at the Holder’s
address as it appears on the Registry and shall be sufficiently given if so
mailed within the time prescribed.  Any
notice to the owners of a beneficial interest in a Global Warrant shall be
distributed through the Depositary in accordance with the procedures of the
Depositary.  Communications to such
Holder shall be deemed to be effective at the time of dispatch to the
Depositary.


 


16

















 


Failure to provide a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. If a notice or communication is provided in the manner provided
above, it is duly given, whether or not the intended recipient actually
receives it.


 


Section 6.04.          Governing Law.


 


This
Agreement will be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed entirely
within such State.


 


Section 6.05.          Successors.


 


All agreements of the Company in this Agreement and the Warrants shall
bind its successors. All agreements of the Warrant Agent in this Agreement
shall bind its successors.


 


Section 6.06.          Multiple Originals.


 


The parties may
sign any number of copies of this Agreement. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this Agreement.


 


Section 6.07.          Inspection of Agreement.


 


A copy of this
Agreement shall be made available for inspection by any registered Holder or
owner of a beneficial interest in a Global Warrant at the principal office of
the Warrant Agent (or successor warrant agent).


 


Section 6.08.          Table of Contents.


 


The table of
contents and headings of the Articles and Sections of this Agreement have been
inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provisions hereof.


 


Section 6.09.          Severability.


 


The provisions of
this Agreement are severable, and if any clause or provision shall be held
invalid, illegal or unenforceable in whole or in part in any jurisdiction, then
such invalidity or unenforceability shall affect in that jurisdiction only such
clause or provision, or part thereof, and shall not in any manner affect such
clause or provision in any other jurisdiction or any other clause or provision
of this Agreement in any jurisdiction.


 


[Signature
page follows]


 


17

















 


IN WITNESS WHEREOF, the parties have caused this
Warrant Agreement to be duly executed as of the date first written above.


 


	
   

  	
  TCF
  FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  James S. Broucek

  
	
   

  	
   

  	
  Name:

  	
  James
  S. Broucek

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPUTERSHARE,
  INC., as Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  Neda Sheridan

  
	
   

  	
   

  	
  Name:

  	
  Neda
  Sheridan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President Corp Actions

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  TRUST COMPANY, N.A.,

  
	
   

  	
  as
  Warrant Agent,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  Neda Sheridan

  
	
   

  	
   

  	
  Name:

  	
  Neda
  Sheridan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President Corp Actions

  



 
















EXHIBIT A


 


FORM OF WARRANT


 


[Global Securities Legend]


 


UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.


 

















 


WARRANTS


 


to purchase

Shares of 

Common Stock

of 

TCF Financial Corporation


 


	
  No.  [   ]

  	
   

  	
   

  	
   

  	
  CUSIP
  No: 872275 128

  



 


1.             Definitions.  Unless the context otherwise requires, when
used herein the following terms shall have the meanings indicated.  Any capitalized terms used but not defined
herein that are defined in the Warrant Agreement shall have the meanings set
forth in the Warrant Agreement.


 


“Affiliate”
means, with respect to any Person, any Person directly or indirectly
controlling, controlled by or under common control with, such other Person. For
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlled by” and “under common control with”) when used with
respect to any Person, means the possession, directly or indirectly, of the
power to cause the direction of management and/or policies of such Person,
whether through the ownership of voting securities by contract or otherwise.


 


“Agent
Members” means the securities brokers and dealers, banks and trust
companies, clearing organizations and certain other organizations that are
participants in the Depositary’s system.


 


“Board of
Directors” means the board of directors of the Company, including
any duly authorized committee thereof.


 


“Business Combination”
means a merger, consolidation, statutory share exchange or similar transaction
that requires the approval of the Company’s stockholders.


 


“business
day” means any day except Saturday, Sunday and (i) at any time
when the Warrants are listed on the New York Stock Exchange, any day on which
The New York Stock Exchange is authorized or required by law or other
governmental actions to close or (ii) at any time when the Warrants are
not listed on the New York Stock Exchange, any day on which banking
institutions in the State of New York generally are authorized or required by
law or other governmental actions to close.


 


“Capital Stock”
means (A) with respect to any Person that is a corporation or company, any
and all shares, interests, participations or other equivalents (however
designated) of capital or capital stock of such Person and (B) with
respect to any Person that is not a corporation or company, any and all
partnership or other equity interests of such Person.


 


2

















 


“Charter” means,
with respect to any Person, its certificate or articles of incorporation,
articles of association, or similar organizational document.


 


“Common Stock”
means the common stock, par value $.01 per share, of the Company.


 


“Company” means
TCF Financial Corporation, a corporation duly organized and existing under the
laws of the State of Delaware.


 


“Definitive
Warrant” means a Warrant Certificate in definitive form that is not
deposited with the Depositary or with the Warrant Agent as custodian for the
Depositary.


 


“Depositary” means The Depository Trust Company, its nominees
and their respective successors.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.


 


“Exercise Price”
means $16.93, subject to adjustment as set forth herein.


 


“Expiration Time”
has the meaning set forth in Section 3.


 


“Fair Market Value”
means, with respect to any security or other property, the fair market value of
such security or other property as determined by the Board of Directors, acting
in good faith.


 


“Global Warrant”
means a Warrant Certificate in global form that is deposited with the
Depositary or with the Warrant Agent as custodian for the Depositary.


 


“Governmental Entities”
means, collectively, all United States and other governmental, regulatory or
judicial authorities.


 


“Issue
Date” means November 14,
2008.


 


“Market Price”
means, with respect to a particular security, on any given day, the last
reported sale price regular way or, in case no such reported sale takes place
on such day, the average of the last closing bid and ask prices regular way, in
either case on the principal national securities exchange on which the
applicable securities are listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the average of the
closing bid and ask prices as furnished by two members of the Financial
Industry Regulatory Authority, Inc. selected from time to time by the
Company for that purpose.  “Market Price”
shall be determined without reference to after hours or extended hours
trading.  If such security is not listed
and traded in a manner that the quotations referred to above are available for
the period required hereunder, the Market Price per share of Common Stock shall
be deemed to be the fair market value per share of such security as determined
in good faith by the Board of Directors in reliance 


 


3

















 


on an opinion of a
nationally recognized independent investment banking corporation retained by
the Company for this purpose; provided that if any such security is
listed or traded on a non-U.S. market, such fair market value shall be
determined by reference to the closing price of such security as of the end of
the most recently ended business day in such market prior to the date of
determination; and further  provided that if making such
determination requires the conversion of any currency other than U.S. dollars
into U.S. dollars, such conversion shall be done in accordance with customary
procedures based on the relevant noon buying rate published by the Federal
Reserve Bank of New York on such exercise date. 
For the purposes of determining the Market Price of the Common Stock on
the “trading day” preceding, on or following the occurrence of an event, (i) that
trading day shall be deemed to commence immediately after the regular scheduled
closing time of trading on the New York Stock Exchange or, if trading is closed
at an earlier time, such earlier time and (ii) that trading day shall end
at the next regular scheduled closing time, or if trading is closed at an
earlier time, such earlier time (for the avoidance of doubt, and as an example,
if the Market Price is to be determined as of the last trading day preceding a
specified event and the closing time of trading on a particular day is 4:00 p.m.
and the specified event occurs at 5:00 p.m. on that day, the Market Price
would be determined by reference to such 4:00 p.m. closing price).


 


“Ordinary Cash Dividends”
means a regular quarterly cash dividend on shares of Common Stock out of
surplus or net profits legally available therefor (determined in accordance
with generally accepted accounting principles in effect from time to time), provided that Ordinary Cash Dividends shall not include any
cash dividends paid subsequent to the Issue Date to the extent the aggregate
per share dividends paid on the outstanding Common Stock in any quarter exceed
$0.25, as adjusted for any stock split, stock dividend, reverse stock split,
reclassification or similar transaction.


 


“Person” has the
meaning given to it in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.


 


“Per Share Fair Market
Value” has the meaning set forth in Section 12(B).


 


“Pro Rata Repurchases”
means any purchase of shares of Common Stock by the Company or any Affiliate
thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or
14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any
other offer available to substantially all holders of Common Stock, in the case
of both (A) or (B), whether for cash, shares of Capital Stock of the
Company, other securities of the Company, evidences of indebtedness of the
Company or any other Person or any other property (including, without
limitation, shares of Capital Stock, other securities or evidences of
indebtedness of a subsidiary), or any combination thereof, effected while this
Warrant Certificate is outstanding.  The “Effective Date” of a Pro Rata Repurchase shall mean the date
of acceptance of shares for purchase or exchange by the Company under any
tender or exchange offer which is a Pro Rata Repurchase or the date of purchase
with respect to any Pro Rata Repurchase that is not a tender or exchange offer.


 


“SEC” means the
U.S. Securities and Exchange Commission.


 


4

















 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.


 


“Shares” has the
meaning set forth in Section 2.


 


“trading
day” means (A) if the
shares of Common Stock are not traded on any national or regional securities
exchange or association or over-the-counter market, a business day or (B) if
the shares of Common Stock are traded on any national or regional securities
exchange or association or over-the-counter market, a business day on which
such relevant exchange or quotation system is scheduled to be open for business
and on which the shares of  Common Stock (i) are
not suspended from trading on any national or regional securities exchange or
association or over-the-counter market for any period or periods aggregating
one half hour or longer; and (ii) have traded at least once on the
national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of the shares of Common
Stock.  The term “trading day” with
respect to any security other than the Common Stock shall have a correlative
meaning based on the primary exchange or quotation system on which such
security is listed or traded.


 


“Transfer Agent”
means Computershare Trust Company, N.A., as transfer agent of the Company, and
any successor transfer agent.


 


“U.S. GAAP”
means United States generally accepted accounting principles.


 


“Warrant” means
a right to purchase a number of shares of the Company’s Common Stock equal to
the Warrant Share Number as provided herein.


 


“Warrant Certificate” means a fully
registered certificate evidencing Warrants.


 


“Warrantholder”
means a registered owner of Warrants as set forth in the Registry.


 


“Warrant
Share Number” means one share of Common Stock, as subsequently
adjusted pursuant to the terms of this Warrant and the Warrant Agreement.


 


“Warrant
Agreement” has the meaning set forth in Section 16.


 


2.             Number
of Shares; Exercise Price.  This
certifies that, for value received, [Cede & Co.]  1, and any of its registered assigns, is the
registered owner of [the number of Warrants set forth on Schedule A hereto]2 [                
Warrants]3, each of which
entitles the Warrantholder to purchase from the Company, upon the terms and
subject to the conditions hereinafter set forth, a number of fully paid and
nonassessable shares of Common Stock (each a “Share”
and collectively the “Shares”)
equal to the Warrant Share Number at a purchase price per share equal to the
Exercise Price.  The Warrant Share Number
and the Exercise Price are subject to adjustment as provided herein, and all
references to “Warrant Share Number” and “Exercise Price” herein shall be
deemed to include any such adjustment or series of adjustments.


 






1 Include for Global Warrant


2 Include for Global Warrant


3 Include for Definitive Warrants


 


5

















 


3.             Exercise
of Warrant; Term.  Subject to Section 2,
to the extent permitted by applicable laws and regulations, all or a portion of
the Warrants evidenced by this Warrant Certificate are exercisable by the
Warrantholder, at any time or from time to time after the execution and
delivery of this Warrant Certificate by the Company on the date hereof, but in
no event later than 5:00 p.m., New York City time on the tenth anniversary
of the Issue Date (the “Expiration Time”),
by (A) delivery to the Warrant Agent of a Notice of Exercise in the form
annexed hereto, duly completed and
executed (or to the Company or to such other office or agency of the Company in
the United States as the Company may designate by notice in writing to the
Warrantholders pursuant to Section 18), and (B) payment of the
Exercise Price for the Shares thereby purchased by having the Company withhold,
from the shares of Common Stock that would otherwise be delivered to such
Warrantholder upon such exercise, Shares issuable upon exercise of the Warrants
so exercised equal in value to the aggregate Exercise Price as to such Shares,
based on the Market Price of the Common Stock on the trading day on which such
Warrants are exercised and the Notice of Exercise is delivered to the Warrant
Agent pursuant to this Section 3. 
For the avoidance of doubt, if Warrants are exercised such that the
Exercise Price would exceed the value of the Shares issuable upon exercise, no
amount shall be due and payable by the Warrantholder to the Company.  In the case of a Global Warrant, any person
with a beneficial interest in such Global Warrant shall effect compliance with
the requirements in clauses (A) and (B) above through the relevant
Agent Member in accordance with procedures of the Depositary.


 


In
the case of a Global Warrant, whenever some but not all of the Warrants
represented by such Global Warrant are exercised in accordance with the terms
thereof and of the Warrant Agreement, such Global Warrant shall be surrendered
by the Warrantholder to the Warrant Agent, which shall cause an adjustment to
be made to Schedule A to such Global Warrant so that the number of Warrants
represented thereby will be equal to the number of Warrants theretofor
represented by such Global Warrant less the number of Warrants then
exercised.  The Warrant Agent shall
thereafter promptly return such Global Warrant to the Warrantholder or its nominee
or custodian.  In the case of a Definitive
Warrant, whenever some but not all of the Warrants represented by such
Definitive Warrant are exercised in accordance with the terms thereof and of
the Warrant Agreement, the Warrantholder shall be entitled, at the request of
such Warrantholder, to receive from the Company within a reasonable time, and
in any event not exceeding three business days, a new Definitive Warrant in
substantially identical form for the number of Warrants equal to the number of
Warrants theretofor represented by such Definitive Warrant less the number of
Warrants then exercised.


 


If
this Warrant Certificate shall have been exercised in full, the Warrant Agent
shall promptly cancel such certificate following its receipt from the
Warrantholder or the Depositary, as applicable.


 


Notwithstanding
anything in this Warrant Certificate to the contrary, in the case of Warrants
evidenced by a Global Warrant any Agent Member may, without the consent of the
Warrant Agent or any other person, on its own behalf and on behalf of any beneficial
owner for which it is acting, enforce, and may institute and maintain, any
suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, its right to exercise, and to receive Shares for, its
Warrants as provided in the Global Warrant, and to enforce the Warrant
Agreement.


 


6

















 


4.             Issuance
of Shares; Authorization; Listing. 
Shares issued upon exercise of Warrants evidenced by this Warrant
Certificate shall be (i) issued in such name or names as the exercising
Warrantholder may designate and (ii) delivered by the Transfer Agent to
such Warrantholder or its nominee or nominees (A) via book-entry transfer
crediting the account of such Warrantholder (or the relevant Agent Member for
the benefit of such Warrantholder) through the Depositary’s DWAC system (if the
Transfer Agent participates in such system), or (B) otherwise in
certificated form by physical delivery to the address specified by the
Warrantholder in the Notice of Exercise. 
The Company shall use its commercially reasonable efforts to cause its
Transfer Agent to be a participant in the Depositary’s DWAC system.  The Company shall cause the number of full
Shares to which such Warrantholder shall be entitled to be so delivered by the
Transfer Agent within a reasonable time, not to exceed three business days
after the date on which Warrants evidenced by this Warrant Certificate have
been duly exercised in accordance with the terms hereof.


 


The Company hereby represents and warrants
that any Shares issued upon the exercise of Warrants evidenced by this Warrant
Certificate in accordance with the provisions of Section 3 will be duly
and validly authorized and issued, fully paid and nonassessable and free from
all taxes, liens and charges (other than liens or charges created by a
Warrantholder, income and franchise taxes incurred in connection with the
exercise of the Warrant or taxes in respect of any transfer occurring
contemporaneously therewith).  The
Company agrees that the Shares so issued will be deemed to have been issued to
a Warrantholder as of the close of business on the date on which Warrants
evidenced by this Warrant Certificate have been duly exercised, notwithstanding
that the stock transfer books of the Company may then be closed or certificates
representing such Shares may not be actually delivered on such date.  The Company will at all times until the
Expiration Time (or, if such date shall not be a business day, then on the next
succeeding business day) reserve and keep available, out of its authorized but
unissued Common Stock, solely for the purpose of providing for the exercise of
Warrants evidenced by this Warrant Certificate, the aggregate number of shares
of Common Stock then issuable upon exercise hereof at any time.  The Company will (A) procure, at its
sole expense, the listing of the Shares issuable upon exercise hereof at any
time, subject to issuance or notice of issuance, on all principal stock
exchanges on which the Common Stock is then listed or traded and (B) maintain
such listings of such Shares at all times after issuance.  The Company will use reasonable best efforts
to ensure that the Shares may be issued without violation of any applicable law
or regulation or of any requirement of any securities exchange on which the
Shares are listed or traded.


 


5.             No
Fractional Shares or Scrip.  No
fractional Shares or scrip representing fractional Shares shall be issued upon
any exercise of Warrants evidenced by this Warrant Certificate.  In lieu of any fractional Share which would
otherwise be issued to a Warrantholder upon the exercise of any Warrants, such
Warrantholder shall be entitled to receive a cash payment equal to the
pro-rated Market Price of the Common Stock on the date of exercise representing
such fractional Share.  The beneficial
owners of the Warrants and the Warrantholder, by their acceptance hereof,
expressly waive their right to receive any fraction of a share of Common Stock
or a certificate representing a fraction of a share of Common Stock or Warrant
Certificate representing a fractional Warrant upon exercise of any Warrant.


 


6.             No
Rights as Stockholders; Transfer Books. 
Warrants evidenced by this Warrant Certificate do not entitle the
Warrantholder or the owner of any beneficial interest in such Warrants to any
voting rights or other rights as a stockholder of the Company prior to the date
of 


 


7

















 


exercise hereof.  The Company will at no time close its
transfer books against transfer of Warrants in any manner which interferes with
the timely exercise hereof.


 


7.             Charges,
Taxes and Expenses.  Issuance of
Shares in certificated or book-entry form to the Warrantholder upon the
exercise of Warrants evidenced by this Warrant Certificate shall be made
without charge to the Warrantholder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Shares (other than liens
or charges created by a Warrantholder, income and franchise taxes incurred in
connection with the exercise of the Warrant or taxes in respect of any transfer
occurring contemporaneously therewith), all of which taxes and expenses shall
be paid by the Company.


 


8.             Transfer/Assignment.  This Warrant Certificate and all rights
hereunder are transferable, in whole or in part, upon the books of the Company
(or an agent duly appointed by the Company) by the registered holder hereof in
person or by duly authorized attorney, and one or more new Warrant Certificates
shall be made and delivered by the Company, of the same tenor and date as this
Warrant Certificate but registered in the name of one or more transferees, upon
surrender of this Warrant Certificate, duly endorsed, to the office or agency
of the Company described in Section 3; provided
that if this Warrant Certificate is a Global Warrant registered in the name of
the Depositary, transfers of such Global Warrant may only be made as a whole,
and not in part, and only by (i) the Depositary to a nominee of the
Depositary, (ii) a nominee of the Depositary to the Depositary or another
nominee of the Depositary or (iii) the Depositary or any such nominee to a
successor Depositary or its nominee.  All
expenses (other than stock transfer taxes) and other charges payable in
connection with the preparation, execution and delivery of the new Warrants
pursuant to this Section 8 shall be paid by the Company.


 


If this Warrant Certificate
is a Global Warrant, then so long as the Global Warrant is registered in the name of the
Depositary, the holders of beneficial interests in the Warrants evidenced thereby shall have no rights
under this Agreement with respect to the Global Warrant held on their behalf by
the Depositary or the Warrant Agent as its custodian, and the Depositary may be
treated by the Company, the Warrant Agent and any agent of the Company or the
Warrant Agent as the absolute owner of the Global Warrant for all purposes
whatsoever except to the extent set forth herein.  Accordingly,
any such owner’s beneficial interest in the Global Warrant will be shown only
on, and the transfer of such interest shall be effected only through, records
maintained by the Depositary or the Agent Members, and neither the Company nor
the Warrant Agent shall have any responsibility with respect to such records
maintained by the Depositary or the Agent Members.  Notwithstanding the foregoing, nothing herein
shall (i) prevent the Company, the Warrant Agent or any agent of the
Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or (ii) impair,
as between the Depositary and the Agent Members, the operation of customary
practices governing the exercise of the rights of a holder of a beneficial
interest in any Warrant.  Except as may
otherwise be provided in this Warrant Certificate or the Warrant Agreement, the
rights of beneficial owners in a Global Warrant shall be exercised through the
Depositary subject to the applicable procedures of the Depositary.  Any holder of the Global Warrant shall, by
acceptance of the Global Warrant, agree that transfers of beneficial interests
in the Global Warrant may be effected only through a book-entry system
maintained by the 


 


8

















 


Depositary, and that ownership of a beneficial interest in the Warrants
represented thereby shall be required to be reflected in book-entry form.


 


A Global Warrant shall be exchanged for Definitive
Warrants, and Definitive Warrants may be transferred or exchanged for a
beneficial interest in a Global Warrant, only at such times and in the manner
specified in the Warrant Agreement.  The
holder of a Global Warrant may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold beneficial interests
in such Global Warrant through Agent Members, to take any action that a
Warrantholder is entitled to take under a Warrant or the Warrant Agreement.


 


9.             Exchange
and Registry of Warrants.  This
Warrant Certificate is exchangeable, upon the surrender hereof by the Warrantholder
to the Company, for a new Warrant Certificate or Warrant Certificates of like
tenor and representing the same aggregate number of Warrants.  The Company or an agent duly appointed by the
Company (which initially shall be the Warrant Agent) shall maintain a Registry
showing the name and address of the Warrantholder as the registered holder of
this Warrant Certificate.  This Warrant
Certificate may be surrendered for exchange or exercise in accordance with its
terms, at the office of the Company or any such agent, and the Company shall be
entitled to rely in all respects, prior to written notice to the contrary, upon
such Registry.


 


10.           Loss,
Theft, Destruction or Mutilation of Warrant Certificate.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant Certificate, and in the case of any such loss, theft or
destruction, upon receipt of a bond, indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant Certificate, the Company shall make
and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of like tenor and representing the same
aggregate number of Warrants as provided for in such lost, stolen, destroyed or
mutilated Warrant Certificate.


 


11.           Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a
business day, then such action may be taken or such right may be exercised on
the next succeeding day that is a business day.


 


12.           Adjustments
and Other Rights.  The Exercise Price
and the Warrant Share Number shall be subject to adjustment from time to time
as follows; provided that if more than one
subsection of this Section 12 is applicable to a single event, the
subsection shall be applied that produces the largest adjustment and no single
event shall cause an adjustment under more than one subsection of this Section 12
so as to result in duplication:


 


(A)          Stock
Splits, Subdivisions, Reclassifications or Combinations.  If the Company shall (i) declare and pay
a dividend or make a distribution on its Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock
into a greater number of shares, or (iii) combine or reclassify the
outstanding shares of Common Stock into a smaller number of shares, the Warrant
Share Number at the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or reclassification
shall be proportionately adjusted so that the holder of a Warrant after such
date 


 


9

















 


shall be entitled to
purchase the number of shares of Common Stock which such holder would have
owned or been entitled to receive in respect of the Warrant Share Number had
such Warrant been exercised immediately prior to such date.  In such event, the Exercise Price in effect
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted by multiplying such Exercise Price by the quotient of (x) the
Warrant Share Number immediately prior to such adjustment divided by (y) the
new Warrant Share Number determined pursuant to the immediately preceding
sentence.


 


(B)           Other
Distributions.  In case the Company
shall fix a record date for the making of a distribution to all holders of
shares of its Common Stock of securities, evidences of indebtedness, assets,
cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its
Common Stock and other dividends or distributions referred to in Section 12(A)),
in each such case, the Exercise Price in effect prior to such record date shall
be reduced immediately thereafter to the price determined by multiplying the
Exercise Price in effect immediately prior to the reduction by the quotient of (x) the
Market Price of the Common Stock on the last trading day preceding the first
date on which the Common Stock trades regular way on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
without the right to receive such distribution, minus the amount of cash and/or
the Fair Market Value of the securities, evidences of indebtedness, assets,
rights or warrants to be so distributed in respect of one share of Common Stock
(such amount and/or Fair Market Value, the “Per Share Fair Market
Value”) divided by (y) such Market Price on such date specified
in clause (x); such adjustment shall be made successively whenever such a
record date is fixed.  In such event, the
Warrant Share Number shall be increased to the number obtained by multiplying
the Warrant Share Number immediately prior to such adjustment by the quotient
of (x) the Exercise Price in effect immediately prior to the distribution
giving rise to this adjustment divided by (y) the new Exercise Price
determined in accordance with the immediately preceding sentence.  In the case of adjustment for a cash dividend
that is, or is coincident with, a regular quarterly cash dividend, the Per
Share Fair Market Value would be reduced by the per share amount of the portion
of the cash dividend that would constitute an Ordinary Cash Dividend.  In the event that such distribution is not so
made, the Exercise Price and the Warrant Share Number then in effect shall be
readjusted, effective as of the date when the Board of Directors determines not
to distribute such shares, evidences of indebtedness, assets, rights, cash or
warrants, as the case may be, to the Exercise Price and the Warrant Share
Number that would then be in effect if such record date had not been fixed.


 


(C)           Certain
Repurchases of Common Stock.  In case
the Company effects a Pro Rata Repurchase of Common Stock, then the Exercise
Price shall be reduced to the price determined by multiplying the Exercise
Price in effect immediately prior to the Effective Date of such Pro Rata
Repurchase by a fraction of which the numerator shall be (i) the product
of (x) the number of shares of Common Stock outstanding immediately before
such Pro Rata Repurchase and (y) the Market Price of a share of Common
Stock on the trading day immediately preceding the first public announcement by
the Company or any of its Affiliates of the intent to effect such Pro Rata
Repurchase, minus (ii) the aggregate purchase price of the Pro Rata
Repurchase, and of which the denominator shall be the product of (i) the
number of shares of Common Stock outstanding immediately prior to such Pro Rata
Repurchase minus the number of shares of Common Stock so repurchased and (ii) the
Market Price per share of Common Stock on the trading day 


 


10

















 


immediately preceding the
first public announcement by the Company or any of its Affiliates of the intent
to effect such Pro Rata Repurchase.  In
such event, the Warrant Share Number shall be increased to the number obtained
by multiplying the Warrant Share Number immediately prior to such adjustment by
the quotient of (x) the Exercise Price in effect immediately prior to the
Pro Rata Repurchase giving rise to this adjustment divided by (y) the new
Exercise Price determined in accordance with the immediately preceding
sentence.  For the avoidance of doubt, no
increase to the Exercise Price or decrease in the Warrant Share Number shall be
made pursuant to this Section 12(C).


 


(D)          Business
Combinations.  In case of any
Business Combination or reclassification of Common Stock (other than a
reclassification of Common Stock referred to in Section 12(A)), a
Warrantholder’s right to receive Shares upon exercise of a Warrant shall be
converted into the right to exercise such Warrant to acquire the number of
shares of stock or other securities or property (including cash) which the
Common Stock issuable (at the time of such Business Combination or
reclassification) upon exercise of such Warrant immediately prior to such
Business Combination or reclassification would have been entitled to receive
upon consummation of such Business Combination or reclassification; and in any
such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to such
Warrantholder’s right to exercise a Warrant in exchange for any shares of stock
or other securities or property pursuant to this paragraph.  In determining the kind and amount of stock,
securities or the property receivable upon exercise of a Warrant following the
consummation of such Business Combination, if the holders of Common Stock have
the right to elect the kind or amount of consideration receivable upon
consummation of such Business Combination, then the consideration that a
Warrantholder shall be entitled to receive upon exercise shall be deemed to be
the types and amounts of consideration received by the majority of all holders
of the shares of Common Stock that affirmatively make an election (or of all
such holders if none make an election). 
For purposes of determining any amount to be withheld pursuant to Section 3
from stock, securities or the property that would otherwise be delivered to a
Warrantholder upon exercise of Warrants following any Business Combination, the
amount of such stock, securities or property to be withheld shall have a Market
Price equal to the aggregate Exercise Price as to which such Warrants are so
exercised, based on the fair market value of such stock, securities or property
on the trading day on which such Warrants are exercised and the Notice of
Exercise is delivered to the Warrant Agent; provided that in the case of
any property that is not a security, the Market Price of such property shall be
deemed to be its fair market value as determined in good faith by the Board of
Directors in reliance on an opinion of a nationally recognized independent
investment banking corporation retained by the Company for this purpose; and further
provided that if making such determination requires the conversion of
any currency other than U.S. dollars into U.S. dollars, such conversion shall
be done in accordance with customary procedures based on the relevant noon
buying rate published by the Federal Reserve Bank of New York on such exercise
date.


 


(E)           Rounding
of Calculations; Minimum Adjustments. 
All calculations under this Section 12 shall be made to the nearest
one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a
share, as the case may be.  Any provision
of this Section 12 to the contrary notwithstanding, no adjustment in the
Exercise Price or the Warrant Share Number shall be made if the amount of such
adjustment would be less than $0.01 or one-tenth (1/10th) of a 


 


11

















 


share of Common Stock, but
any such amount shall be carried forward and an adjustment with respect thereto
shall be made at the time of and together with any subsequent adjustment which,
together with such amount and any other amount or amounts so carried forward,
shall aggregate $0.01 or 1/10th of a share of Common Stock, or more, or on
exercise of a Warrant if it shall earlier occur.


 


(F)           Timing
of Issuance of Additional Common Stock Upon Certain Adjustments.  In any case in which the provisions of this Section 12
shall require that an adjustment shall become effective immediately after a
record date for an event, the Company may defer until the occurrence of such
event (i) issuing to a Warrantholder of Warrants exercised after such
record date and before the occurrence of such event the additional shares of
Common Stock issuable upon such exercise by reason of the adjustment required
by such event over and above the shares of Common Stock issuable upon such
exercise before giving effect to such adjustment and (ii) paying to such
Warrantholder any amount of cash in lieu of a fractional share of Common Stock;
provided, however,
that the Company upon request shall deliver to such Warrantholder a due bill or
other appropriate instrument evidencing such Warrantholder’s right to receive
such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.


 


(G)           Other
Events.  Neither the Exercise Price
nor the Warrant Share Number shall be adjusted in the event of a change in the
par value of the Common Stock or a change in the jurisdiction of incorporation
of the Company.


 


(H)          Statement
Regarding Adjustments.  Whenever the
Exercise Price or the Warrant Share Number shall be adjusted as provided in Section 12,
the Company shall forthwith file at the principal office of the Company a
statement showing in reasonable detail the facts requiring such adjustment and
the Exercise Price that shall be in effect and the Warrant Share Number after
such adjustment.  The Company shall
deliver to the Warrant Agent a copy of such statement and shall cause a copy of
such statement to be sent or communicated to the Warrantholders pursuant to Section 18.


 


(I)            Notice
of Adjustment Event.  In the event that
the Company shall propose to take any action of the type described in this Section 12
(but only if the action of the type described in this Section 12 would
result in an adjustment in the Exercise Price or the Warrant Share Number or a
change in the type of securities or property to be delivered upon exercise of a
Warrant), the Company shall deliver to the Warrant Agent a notice and shall
cause such notice to be sent or communicated to the Warrantholders in the
manner set forth in Section 18, which notice shall specify the record
date, if any, with respect to any such action and the approximate date on which
such action is to take place.  Such
notice shall also set forth the facts with respect thereto as shall be reasonably
necessary to indicate the effect on the Exercise Price and the number, kind or
class of shares or other securities or property which shall be deliverable upon
exercise of a Warrant.  In the case of
any action which would require the fixing of a record date, such notice shall
be given at least 10 days prior to the date so fixed, and in case of all other
action, such notice shall be given at least 15 days prior to the taking of such
proposed action.  Failure to give such
notice, or any defect therein, shall not affect the legality or validity of any
such action.


 


(J)            Proceedings
Prior to Any Action Requiring Adjustment. 
As a condition precedent to the taking of any action which would require
an adjustment pursuant to this Section 12, the 


 


12

















 


Company shall take any
action which may be necessary, including obtaining regulatory, New York Stock Exchange, NASDAQ Stock Market
or other applicable national securities exchange or stockholder
approvals or exemptions, in order that the Company may thereafter validly and
legally issue as fully paid and nonassessable all Shares that a Warrantholder
is entitled to receive upon exercise of a Warrant pursuant to this Section 12.


 


(K)          Adjustment
Rules.  Any adjustments pursuant to
this Section 12 shall be made successively whenever an event referred to
herein shall occur.  If an adjustment in
Exercise Price made hereunder would reduce the Exercise Price to an amount
below par value of the Common Stock, then such adjustment in Exercise Price
made hereunder shall reduce the Exercise Price to the par value of the Common
Stock.


 


13.           No
Impairment.  The Company will not, by
amendment of its Charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all the provisions of
this Warrant Certificate and in taking of all such action as may be necessary
or appropriate in order to protect the rights of the Warrantholder.


 


14.           Governing
Law.  This Warrant
Certificate and the Warrants evidenced hereby shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.


 


15.           Binding
Effect; Countersignature by Warrant Agent. 
This Warrant Certificate shall be binding upon any successors or assigns
of the Company.  This Warrant Certificate
shall not be valid until an authorized signatory of the Warrant Agent (as
defined below) or its agent as provided in the Warrant Agreement (as defined
below) countersigns this Warrant Certificate. Such signature shall be solely
for the purpose of authenticating this Warrant Certificate and shall be
conclusive evidence that this Warrant Certificate has been countersigned under
the Warrant Agreement.


 


16.           Warrant
Agreement; Amendments.  This Warrant
Certificate is issued under and in accordance with a Warrant Agreement dated as
of December 15, 2009 (the “Warrant
Agreement”), between the Company and Computershare Trust Company,
N.A. (the “Warrant Agent,” which
term includes any successor Warrant Agent under the Warrant Agreement), and is
subject to the terms and provisions contained in the Warrant Agreement, to all
of which terms and provisions the beneficial owners of the Warrants and the
Warrantholders consent by acceptance hereof. 
The Warrant Agreement is hereby incorporated herein by reference and
made a part hereof.  Reference is hereby
made to the Warrant Agreement for a statement of the respective rights,
limitations of rights, duties and obligations of the Company, the Warrant Agent
and the Warrantholders and beneficial owners of the Warrants.  A copy of the Warrant Agreement may be
obtained for inspection by the Warrantholders upon written request to the
Warrant Agent at 250 Royall Street, Canton, MA 02021, Attention: Matthew Attubato.  The Warrant Agreement and this Warrant
Certificate may be amended and the observance of any term of the Warrant
Agreement or this Warrant Certificate may be waived only to the extent provided
in the Warrant Agreement.


 


13
















17.           Prohibited
Actions.  The Company agrees that it
will not take any action which would entitle the Warrantholder to an adjustment
of the Exercise Price if the total number of shares of Common Stock issuable
after such action upon exercise of the Warrants evidenced by this Warrant
Certificate, together with all shares of Common Stock then outstanding and all
shares of Common Stock then issuable upon the exercise of all outstanding
options, warrants, conversion and other rights, would exceed the total number
of shares of Common Stock then authorized by its Charter.


 


18.           Notices.  Unless this Warrant Certificate is a Global
Warrant, any notice or communication mailed to the Warrantholder shall be
mailed to the Warrantholder at the Warrantholder’s address as it appears in the
Registry and shall be sufficiently given if so mailed within the time
prescribed.  Any notice to holders of a
beneficial interest in a Global Warrant shall be distributed through the
Depositary in accordance with the procedures of the Depositary.  Communications to such holders shall be
deemed to be effective at the time of dispatch to the Depositary.


 


[Remainder of page intentionally
left blank]


 


14

















 


IN WITNESS WHEREOF, the Company has caused
this Warrant Certificate to be duly executed by a duly authorized officer.  This Warrant Certificate shall not be valid
or obligatory for any purpose until it shall have been countersigned by the
Warrant Agent.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TCF
  FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPUTERSHARE
  TRUST COMPANY, N.A.,

  	
   

  	
   

  
	
  as
  Warrant Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  	
   

  



15

















 


[Schedule A to Global Warrant]4


 


The initial number of Warrants represented by
the Global Warrant is 3,199,988.


 


The following decreases in the number of
Warrants represented by the Global Warrant have been made as a result of the
exercise of certain Warrants represented by the Global Warrant:


 


	
  Date of Exercise 

  of Warrants

  	
   

  	
  Number of 

  Warrants Exercised

  	
   

  	
  Total Number of Warrants

  Represented Hereby

  Following Such Exercise

  	
   

  	
  Notation Made 

  by Warrant Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 






4 Include if the Warrant is a
Global Warrant


 

















 


[Form of Notice of Exercise]


 


(to be executed only upon exercise of
Warrants)


 




Date:              


 


TO:         TCF Financial Corporation (the “Company”)


 


RE:          Election
to Purchase Common Stock


 


The undersigned registered holder of [                ]
Warrants irrevocably elects to exercise the number of Warrants set forth below
represented by the Global Warrant (or, in the case of a Definitive Warrant, the
Warrant Certificate enclosed herewith), and surrenders all right, title and
interest in the number of Warrants exercised hereby to the Company, and directs
that the shares of Common Stock or other securities or property delivered upon
exercise of such Warrants, and any interests in the Global Warrant or
Definitive Warrant representing unexercised Warrants, be registered or placed
in the name and at the address specified below and delivered thereto.


 


	
  Number
  of Warrants

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Holder:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature guaranteed by
  (if a guarantee is required):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Securities and/or check to
be issued to:


 


If in book-entry form through the Depositary:


 


	
  Depositary
  Account Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Agent Member:

  	
   

  	
   

  	
   

  	
   

  



 


If in definitive form:


 


	
  Social
  Security Number

  	
   

  	
   

  	
   

  	
   

  
	
  or
  Other Identifying Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Street
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  City, State and Zip Code:

  	
   

  	
   

  	
   

  	
   

  



 


Any unexercised Warrants evidenced by the
exercising Warrantholder’s interest in the Global Warrant or Definitive
Warrant, as the case may be, to be issued to:


 


If in book-entry form through the Depositary:


 


	
  Depositary
  Account Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name of Agent Member:

  	
   

  	
   

  	
   

  	
   

  



 


If in definitive form:


 


	
  Social
  Security Number

  	
   

  	
   

  	
   

  	
   

  
	
  or
  Other Identifying Number:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Street
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  City, State and Zip Code:

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


[Form of Assignment]


 


For value received, the undersigned
registered Warrantholder of the within Warrant Certificate hereby sells,
assigns and transfers unto the Assignee(s) named below (including the undersigned
with respect to any Warrants constituting a part of the Warrants evidenced by
the within Warrant Certificate not being assigned hereby) all of the right,
title and interest of the undersigned under the within Warrant Certificate with
respect to the number of Warrants set forth below.


 


	
  Name of Assignees

  	
   

  	
  Address

  	
   

  	
  Number of Warrants

  	
   

  	
  Social Security Number

  or other Identifying

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and
does irrevocably constitute and appoint [                      ],
the undersigned’s attorney, to make such transfer on the books of the Company
maintained for the purpose, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Holder:

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature guaranteed by
  (if a guarantee is required):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3