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Exhibit 10(c)

               TCF FINANCIAL EXECUTIVE DEFERRED COMPENSATION PLAN
             (Amended and Restated effective as of January 1, 2000)

         1. DEFERRAL OF INCENTIVE COMPENSATION, SALARIES AND STOCK AWARDS.

            a. From time to time eligible employees ("Employees") of TCF
Financial Corporation ("TCF Financial") or any of its direct or indirect
subsidiaries (each such corporation being referred to hereinafter as the
"Company") may, by written notice, elect to have payment of a portion of their
salary for the next succeeding calendar year, all or a portion of their
incentive compensation payable for the next succeeding calendar year, and/or all
or a portion of a stock award of TCF Financial Common Stock ("TCF Stock")
deferred as hereinafter provided. Each such deferral of compensation or a TCF
Stock award shall be (and is hereinafter referred to as) a "Deferred Amount."
Notwithstanding the foregoing, however, an Employee may not elect to defer any
portion of salary or incentive compensation with respect to any calendar year,
unless such Employee's deferrals with respect to such year are at least $1,000
in the aggregate, and no deferral may be made of any salary or incentive
compensation payable within 12 months after such Employee has received a
distribution of pre-tax contributions from the TCF Employees Stock Ownership
Plan - 401(k) pursuant to the financial hardship withdrawal provisions of such
plan.

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

            c. Deferred Amounts shall be subject to the rules set forth in this
document, and each Employee shall have the right to receive cash payments on
account of previously Deferred Amounts only in the amounts and under the
circumstances hereinafter set forth. Effective for compensation earned on or
after January 1, 2000, and for awards of TCF Stock made on or after that date,
an Employee's election of Deferred Amounts for a calendar year shall also
include an election of the timing and


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form of distribution of the Deferred Amounts elected for that year, from among
the alternatives set forth in section 5.a. of this Plan.

            d. Employees eligible to participate in this Plan are Employees of a
Company who have been designated by TCF Financial as subject to the reporting
requirements of Section 16(a) under the Securities Exchange Act of 1934.
Eligibility shall be determined annually as of the latest practicable date prior
to the commencement of each new calendar year. In the event an Employee ceases
to be eligible for this Plan during the course of a calendar year, the
Employee's eligibility shall nevertheless continue through the end of that
calendar year. Notwithstanding the foregoing, individuals who become employees
of a Company as a result of a merger or acquisition shall not be eligible
Employees under this Plan unless and until TCF Financial has adopted a
resolution identifying them as eligible Employees.

         2. PERSONNEL COMMITTEE. The Committee (the "Committee") shall consist
of such members of the Personnel Committee of the Board of Directors of TCF
Financial Corporation who qualify as non-employee directors from time to time
under Rule 16b-3 of the Securities and Exchange Commission. Full power and
authority to construe, interpret, and administer this Plan document shall be
vested in the Committee. The Committee shall have full power and authority to
make each determination provided for in this Plan document, and in this
connection, to promulgate such rules and regulations as the Committee considers
necessary or appropriate for the implementation and management of this Plan. The
Committee shall have sole and absolute discretion in the performance of its
powers and duties under this Plan. All determinations made by the Committee
shall be final, conclusive and binding upon the Companies, each Employee and
former Employee and their designees, unless found by a court of competent
jurisdiction to have been arbitrary and capricious. The Committee shall have
authority to designate officers of TCF Financial and to delegate authority to
such officers to receive documents which are required to be filed with the
Committee, to execute and provide directions to the Trustee and other
administrators, and to do such other actions as the Committee may specify on its
behalf, and any such actions undertaken by such officers shall be deemed to have
the same authority and effect as if done by the Committee itself.

         3. DEFERRED COMPENSATION ACCOUNTS. Each Company shall establish on its
books a separate account ("Account"), including sub-accounts pursuant to Exhibit
A hereto and Section 10 hereof, for each of its Employees who becomes a
participant in this Plan, and each such Account shall be maintained as follows:

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


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            b. To the extent that a Company has made contributions to the Trust
described in paragraph 4 with respect to an Employee's Deferred Amounts, the
Employee's Account shall thereafter be adjusted as described in paragraph 4. To
the extent such contributions have not been made with respect to an Employee's
Deferred Amounts, and within 30 days after the date on which such Deferred
Amounts are credited to an Employee's Account, they shall have been deemed to
have been invested in such investments as shall be permitted by the Committee
and as the Employee shall direct, except that Deferred Amounts pertaining to TCF
Stock awards shall always be deemed to be invested in TCF Stock unless they are
sold pursuant to a Change in Control Diversification Election. Any investment
direction by an Employee shall be consistent with Section 10 and Exhibit A and
shall be irrevocable with respect to the calendar year to which it applies,
unless the Committee allows additional elections. While an Employee's Account is
deemed to be so invested, it shall be credited with all interest, dividends
(whether in stock, cash, or other property), stock splits, or other property
that would have been received if the Deferred Amounts had actually been so
invested, except if an Employee has elected not to defer dividends. All cash
deemed to have been received with respect to investments deemed to have been
made for an Employee's Account shall be deemed to be reinvested in such
investments as the Employee shall direct as of a date selected by the Committee,
which date shall be not less than 30 days after receipt of such direction, and
the balance credited to an Employee's Account as of any date shall be equal to
the fair market value of the investments deemed to have been made for such
Account as of such date. Starting with Deferred Amounts elected for the year
2000 and after Accounts for each Employee shall be separately maintained on a
calendar year basis, with each year's account (the "Class Year Account")
reflecting only the Deferred Amounts of compensation earned in that year and the
investments in which the Deferred Amounts are deemed to be invested. All
Deferred Amounts elected before the year 2000, including deferrals of TCF Stock
awards made before that date, and the investments in which they are deemed to be
invested from time to time, shall be aggregated and maintained as a "Pre-2000
Account".

            c. Although the value of an Employee's Account is to be measured by
the value of and income from certain investments, the value of and income from
such investments are merely a measuring device to determine the payments to be
made to each Employee hereunder. Each Employee, and each other recipient of an
Employee's Deferred Amounts pursuant to paragraph 7, shall be and remain an
unsecured general creditor of the Company by which he is employed with respect
to any payments due and owing to such Employee hereunder. If a Company should
from time to time, in its discretion, actually purchase the investments deemed
to have been made for an Employee's Account, either directly or through the
trust described in paragraph 4, such investments shall be solely for the
Company's or such trust's own account, and the Employees shall have no right,
title or interest therein.

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


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<PAGE>

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

         4. TRUST. TCF Financial may establish a trust (of the type commonly
known as a "rabbi trust") to aid in the accumulation of assets for payment of
Deferred Amounts. In the event that such a Trust is established, the amounts
credited to the Employee's Accounts shall be adjusted as follows:

            a. Each Company may, in its discretion, contribute to the trust an
amount equal to the balance credited to the Account of each Employee employed by
such Company on the date of such contribution. Thereafter, each Company may, in
its discretion, contribute to the trust an amount equal to the Deferred Amounts
of the Employees employed by such Company within five business days after the
Deferred Amount is earned by the Employee or, in the case of Deferred Amounts of
TCF Stock awards, the Company may contribute the deferred shares of TCF Stock
within five days after the award is made. The assets of the trust shall be
invested in such investments as may be permitted by the Committee and directed
by an Employee for his own Account. Any investment direction of an Employee
shall be made consistent with Section 10 and shall be irrevocable with respect
to the calendar year to which it applies, unless the Committee allows additional
elections. Insofar as the trustee of the Trust ("Trustee") has acquired an
investment for an Employee's Account pursuant to such directions, the Employee
shall have the right to determine confidentially whether such investment will be
tendered in a tender or exchange offer, and to direct the Trustee accordingly.
The terms of the trust shall be consistent with the terms of this Plan. The
Trustee shall be a corporate trustee independent of the Company or, if
individual(s), shall not include at any time any person who is or has been
eligible for participation in this Plan. Nothing herein shall be construed as
requiring the Company to make any contributions to the trust. To the extent such
contributions are actually made, the trust assets shall remain subject to the
claims of the Company's general creditors in the event of its insolvency.


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            b. Unless separate accounts are maintained by another record-keeper,
the trust shall provide for separate accounts in the name of each Employee who
has elected a Deferred Amount and for each Class Year Account and Pre-2000
Account. Except as provided in paragraph 4.d., from and after the date as of
which such accounts are established, the balances in the Accounts established
for Employees pursuant to this Plan shall be equal to the balances credited to
such separate accounts. Starting with Deferred Amounts elected for the year 2000
and after Accounts for each Employee shall be separately maintained on a
calendar year basis, with each year's account (the "Class Year Account")
reflecting only the Deferred Amounts of compensation earned in that year and the
investments in which the Deferred Amounts are deemed to be invested. All
Deferred Amounts elected before the year 2000, including deferrals of TCF Stock
awards made before that date, and the investments in which they are deemed to be
invested from time to time, shall be aggregated and maintained as a "Pre-2000
Account". Each of the foregoing types of Accounts shall be adjusted as follows:

            (i) Contributions (if any) made by the Companies to the trust on
     behalf of such Employee for such Account, and all dividends or other
     distributions made with respect to property allocated to such separate
     Account (except for dividends on TCF Stock awards which the Employee
     elected not to defer), shall be credited to such separate Account and
     invested as the Employee shall direct.

            (ii) Each Employee's separate Account shall be increased by the
     amount of any increase in the fair market value, as determined by the
     Trustee, of any assets allocated to such separate Account, and shall be
     decreased by any decrease in the fair market value of such assets, as
     determined by the Trustee.

            (iii) Each Employee's separate Account shall be reduced by any
     distributions made to the Employee from the trust which are chargeable to
     such separate Account.

            c. An Employee's right to direct the investment of the Employee's
separate account shall continue during any period of distribution subsequent to
the Employee's termination of employment in the same manner as if the Employee
had continued as an active Employee, although the Committee may, in its
discretion, add additional registered mutual funds or collective or common
trustee funds which are available only for the accounts of terminated Employees
if the Committee deems such funds to be particularly appropriate or suitable for
such Accounts.

            d. The adjustments described in this paragraph 4 shall only be made
to an Employee's Account to the extent that a Company has made contributions to
the trust pursuant to this paragraph 4. If for any reason such contributions
have not been made then, and only to that extent, the Employee's Account shall
be adjusted as provided in paragraph 3.b.


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<PAGE>

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

            f. Notwithstanding the provisions of Exhibit A and Section 10, in
the event of a Change in Control in which TCF Stock is exchanged for shares of a
successor company, or for cash, securities or other property, such that TCF
Stock is no longer outstanding, each Employee may make a one-time
diversification election prior to the closing of the Change in Control to sell
the assets in the Employee's TCF Stock Account in an orderly liquidation after
the closing and to reinvest the assets in such investments as the Employee shall
elect. Any assets thus acquired for the Employee's Account other than securities
of a successor company shall be credited to the Employee's Diversified Account.
If the Employee does not make such a diversification election, the shares of TCF
Stock allocated to the Employee's account upon the closing shall be exchanged
for the same consideration in the Change in Control as shares of TCF Stock
generally receive in the Change in Control. Any portion of such consideration
consisting of securities of a successor company will be allocated to the TCF
Stock Account and thereafter will be subject to the same sale restrictions as
applied to TCF Stock prior to the Change in Control. Any portion of such
consideration consisting of assets other than securities of a successor company
will be allocated to the Employee's Diversified Account.

         5. PAYMENT OF DEFERRED AMOUNTS.

     a. DEFERRALS ON OR AFTER JANUARY 1, 2000 ("CLASS YEAR ACCOUNTS"). For
Deferred Amounts of compensation earned on or after January 1, 2000 and of TCF
Stock awards made on or after that date, at the same time as the Employee elects
the Deferred Amounts for a calendar year, or for a TCF Stock Award, the Employee
shall also elect the timing and form of distribution of such Deferred Amounts
for that year, or for the TCF Stock award, from among the following options:

                           (I) UPON A DATE CERTAIN. As to Deferred Amounts other
         than TCF Stock awards, the Employee may designate the distribution to
         be either a lump sum or annual installments (but no fewer than two and
         no more than 15) to be paid or to commence on a date in a year
         designated by the Employee ("Date Certain") either before or after
         employment termination but in no event sooner than two calendar years
         after the calendar year when the Deferred Amount was earned, subject to
         the Personnel Committee's designation of a uniform month and day for
         each year. For all Deferred Amounts, the Employee may designate the
         distribution to be either a lump sum or annual installments (but no
         fewer than two and no more than 15) to be paid on or to commence on
         such Date Certain. Any distribution in annual installments shall
         commence 30 days after the Date Certain with succeeding installments
         paid thereafter on the date designated by the Committee in each
         subsequent year. Each installment shall consist of the balance of the
         Employee's account at the end of the previous calendar year, multiplied
         by a fraction, the numerator of which is 1 and the denominator of which
         is the number of installments remaining to be paid. Distributions from
         the TCF Stock account shall be made in


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         whole shares of TCF Stock (disregarding any shares in suspense or
         unvested as of the end of the calendar year). Distributions from the
         Diversified Account shall be made in cash. Distributions shall be made
         first from any available cash in the Employee's Account and, to the
         extent such cash is not sufficient to cover the distribution, pro rata
         from the TCF Stock Account and the Diversified Account (by liquidating
         pro rata portions of each investment in the Diversified Account).

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

                           (III) UPON OTHER TERMINATION OF EMPLOYMENT, INCLUDING
         RETIREMENT AND DEATH. The Employee may designate an alternative
         distribution in the event of a termination of employment, including
         retirement, in the form of either a lump sum or annual installments
         (but no fewer than two and no more than 15) to be paid or to commence
         30 days after such termination of employment occurs. The determination
         of payments and installments, including the distribution of only whole
         shares of TCF Stock from the TCF Stock account, shall be the same as
         under the preceding paragraph (I).

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

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


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            15-YEAR PAYMENT SCHEDULE SUBJECT TO ACCELERATION BY COMMITTEE. For
distributions not subject to paragraph 5.c., d., or k., payment of the
Employee's Pre-2000 Account shall be in fifteen annual installments unless the
Committee approves a different schedule or the Employee's account is subject to
the last paragraph of this section 5.b. The Committee may determine on a case by
case basis to approve a different payment schedule for an Employee after taking
into account whether the Employee has executed or will execute a non-competition
agreement in form and scope reasonably acceptable to the Committee. The
Committee may also consider such other factors as the Committee considers
appropriate in each case. Any alternative payment schedule the Committee
approves under this paragraph 5.b. may be in the form of installments over such
period as the Committee selects, in the form of a lump sum, or any combination
of installments and lump sum payments. For distributions from the Accounts of
Employees who did not consent to the terms of this paragraph 5.b., the balance
in the Account shall be paid as provided at the end of this section.

            (I) The first payment under paragraph 5.b. shall be paid on a date
     the Committee selects which is no later than 30 days after the Committee's
     direction as to the form and timing of distributions is made or, if later,
     30 days after the Employee's Distribution Event. If no date is selected,
     the first payment shall be on the date that is the later of 30 days after
     the Committee's action or 30 days after the Employee's Distribution Event.
     Succeeding installments (if any) shall be paid on January 31 of each
     calendar year following the calendar year in which the first payment was
     made.

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

            (III) Notwithstanding the foregoing subparagraph (I), an Employee
     who has terminated employment and commenced receiving payments may elect
     each year to have the payment otherwise due on January 31 of the next
     succeeding year paid as monthly installments instead, with each payment
     made on the last day of each month. Any such election shall be made in
     writing and delivered to the Committee on or before December 1 prior to any
     year for which it is to be effective. Such election may also indicate the
     assets to be liquidated in connection with each


                                       8
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     monthly payment (subject to the requirement that any assets invested in TCF
     Stock must be distributed in kind). The amount of each monthly payment
     shall be equal to the amount that would otherwise be paid in one payment in
     January, divided by 12. Any assets to be liquidated in order to pay monthly
     benefits shall be liquidated on the last practicable date prior to the
     installment's payment date. In no event shall this subparagraph be
     construed as allowing the executive to lengthen or shorten the number of
     years over which his or her benefits will be paid; the election herein
     pertains only to timing of payments within a year.

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

              c. OVERRIDING LUMP SUM DISTRIBUTION IN EXCHANGE FOR
NON-COMPETITION COVENANT OR REDUCTION IN ACCOUNT BALANCE. Effective on and after
September 30, 1998, each Employee who so elects in accordance with this
paragraph c and who has had a Distribution Event shall be entitled to elect to
receive a lump sum form of distribution of either the Pre-2000 Account or any
Class Year Account. A lump sum distribution shall consist of a single
distribution of the entire value of the Employee's Pre-2000 or Class Year
Account (unless the Employee elects to apply the election to only the portion of
the Account invested in TCF Stock or to only the portion of the Account invested
in assets other than TCF Stock) on or about 30 days after the later of the
Employee's Distribution Event or the date on which the Employee's election is
filed with TCF Financial. The distribution shall be in the form of cash, except
that any portion of the Employee's Account invested in TCF Stock shall be
distributed in kind. The value of any portion of the Account distributed in cash
shall be equal to the cash received upon its liquidation by the Trustee,
provided that such liquidation occurs on the latest practicable date prior to
the distribution date. An Employee's election under this paragraph c may occur
at any time prior to or after the commencement of distributions to such
Employee. If distributions have already commenced, such election shall apply
only to the balance of the Employee's Account at the time of the election. The
election shall be made on such form as TCF Financial reasonably requires and
shall be accompanied by either: (a) a noncompetition agreement reasonably
acceptable to the Committee (see paragraph (i )


                                       9
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below); or (b) the Employee's written acceptance of a reduction by 5% in the
Employee's Account, whichever the Employee elects to provide. If the Employee
elects the reduction in his or her Account, such reduction shall be accomplished
by TCF Financial and the Trustee on or about 30 days after such election is
made.

         d. CHANGE IN CONTROL DISTRIBUTION. In the event of a Change in Control
(as defined in this Plan) all Pre-2000 Accounts in the Plan will be distributed
to all Employees. If the Employee's Pre-2000 Account is subject to paragraph
5.b., distribution will be in the form required by paragraph 5.b. If the
Employee elects to have paragraph 5.c. apply to the Pre-2000 Account, however,
then distribution will be in the form of a lump sum. Any election to apply
paragraph 5.c. to an Account in connection with a Change in Control shall meet
the requirements of paragraph 5.c. The first payment, or the lump sum payment,
whichever applies, of a Pre-2000 Account shall occur on or about 30 days after
the earlier of (i) the date one year after the Change in Control, or (ii) the
date of the Employee's termination of employment or disability. Any shares of
TCF Stock (or securities of a successor company exchanged for TCF Stock) in the
TCF Stock Account shall be distributed in kind. The value of any distribution
from the Diversified Account distributed in cash shall be equal to the cash
received upon its liquidation by the Trustee, provided that such liquidation
occurs on the latest practicable date prior to the distribution date. In the
event of a Change in Control, all Class Year Accounts of an Employee shall be
distributed to the Employee if he or she so elected, at the time and in the
manner elected under paragraph 5.a. at the time the Class Year Account was
deferred. If the Employee subsequently elects to have paragraph 5.c. apply to
the Class Year Account, however, then distribution shall be in the form of a
lump sum.
         e. For purposes of this section, an Employee's employment is considered
to terminate as of the date which is the later of (i) Employee's last date of
service for the Company, or (ii) the last date on which there is an employment
relationship between the Employee and a Company.
         f. For purposes of this section, an Employee is disabled as of the date
the Employee is eligible for payments under the long term disability plan of a
Company.
         g. In the event installment payments commence and any installments are
unpaid at the time of Employee's death, the payments shall be made at the times
and in such amounts as if Employee were living to the persons specified in
paragraph 7.a.
         h. For purposes of this section, an Employee's termination of
employment is a retirement if so determined by the Committee under all the facts
and circumstances.
         i. A non-competition agreement shall be reasonably acceptable to the
Committee for purposes of this Section 5 if it has a value as of the Committee's
action date, equal to at least five percent of the then-current value of the
Employee's Account. Valuation shall be determined in all cases on the basis of
an independent appraisal, unless such an appraisal is deemed unnecessary by both
the Committee and the Employee.
         j. For purposes of this Plan, a Change in Control shall be deemed to
have occurred if (i) any "person" as defined in sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") is or becomes the
"beneficial owner" as defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of securities of TCF Financial representing fifty percent (50%) or
more of the combined voting power of TCF Financial's then outstanding
securities. (For purposes of this clause (i), the term


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<PAGE>

"beneficial owner" does not include any employee benefit plan maintained by TCF
Financial that invests in TCF Financial's voting securities.); or (ii) during
any period of two (2) consecutive years there shall cease to be a majority of
the Board comprised as follows: individuals who at the beginning of such period
constitute the Board or new directors whose nomination for election by the
company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved; or (iii) the shareholders of TCF Financial approve a merger or
consolidation of TCF Financial with any other corporation, other than a merger
or consolidation which would result in the voting securities of TCF Financial
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the combined voting power of
the voting securities of TCF Financial or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of TCF
Financial approve a plan of complete liquidation of TCF Financial or an
agreement for the sale or disposition by TCF Financial of all or substantially
all TCF Financial's assets; provided, however, that no Change in Control will be
deemed to have occurred if such merger, consolidation, sale or disposition of
assets, or liquidation is not subsequently consummated. The date of a Change in
Control, for purposes of this Plan, is the date on which the Change in Control
is consummated.
         k. Notwithstanding any other provision of this Section 5 or any payment
schedule approved by the Committee pursuant to this Section 5 and regardless of
whether payments have commenced under this Section 5, in the event that the
Internal Revenue Service should finally determine with respect to an Employee
who has terminated employment with the Company that part or all of the value of
the Employee's Deferred Amounts or Plan Account which have not actually been
distributed to the Employee, or that part or all of a related Trust Account
which has not actually been distributed to the Employee, is nevertheless
required to be included in the Employee's gross income for federal and/or State
income tax purposes, then the Deferred Amounts or the Account or the part
thereof that was determined to be includible in gross income shall be
distributed to the Employee in a lump sum as soon as practicable after such
determination without any action or approval by the Committee. A "final
determination" of the Internal Revenue Service for purposes of this paragraph
5.i. is a determination in writing by said Service ordering the payment of
additional tax, reporting of additional gross income or otherwise requiring Plan
amounts to be included in gross income, which is not appealable or which the
Employee does not appeal within the time prescribed for appeals.

         6. EMERGENCY PAYMENTS. In the event of an "unforeseeable emergency" as
determined hereafter, the Committee may determine the amounts payable under
paragraph 5 hereof and pay all or a part of such amounts without regard to the
payment dates provided in paragraph 5 to the extent the Committee determines
that such action is necessary in light of immediate and heavy needs of the
Employee (or his beneficiary) occasioned by severe financial hardship. For the
purposes of this paragraph 6, an "unforeseeable emergency" is a severe financial
hardship to the Employee resulting from a sudden and unexpected illness or
accident of the Employee or beneficiary, or of a


                                       11
<PAGE>

dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as
amended) of the Employee or beneficiary, loss of the Employee's or beneficiary's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Employee
or beneficiary. Payments shall not be made pursuant to this paragraph 6 to the
extent that such hardship is or may be relieved: (a) through reimbursement or
compensation by insurance or otherwise, (b) by liquidation of the Employee's or
beneficiary's assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or (c) by cessation of the Employee's
deferrals under the Plan. Such action shall be taken only if Employee (or
Employee's legal representatives or successors) signs an application describing
fully the circumstances which are deemed to justify the payment, together with
an estimate of the amounts necessary to prevent such hardship, which application
shall be approved by the Committee after making such inquiries as the Committee
deems necessary or appropriate.

         7. METHOD OF PAYMENTS.

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

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

            (i) directly to such incompetent person,

            (ii) to the legal representative of such incompetent person, or

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

            c. Except as otherwise provided in paragraphs 7.a. and b., all
payments to persons entitled to benefits hereunder shall be made to such persons
in person or upon their personal receipt or endorsement, and shall not be
grantable, transferable, or otherwise assignable in anticipation of payment
thereof, in whole or in part, by the voluntary or involuntary acts of any such
persons, or by operation of law, and shall not be pledged, encumbered, or
otherwise liable or taken for any obligation of such person.

            d. All payments to persons entitled to benefits hereunder shall be
made out of the general assets, and shall be the sole obligations, of the
Employer(s) by which the Eligible Employee was employed, except to the extent
that such payments are made out of the trust described in paragraph 4.


                                       12
<PAGE>

         8. CLAIMS PROCEDURES.

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

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

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

         9. MISCELLANEOUS.

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

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

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


                                       13
<PAGE>

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

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

         10. INVESTMENT ELECTIONS BY EMPLOYEES; LEVERAGING; DEFERRED TCF STOCK
AWARDS; PURCHASE PROCEDURES FOR PURPOSES OF RULE 16b-3.
              a. Employees may elect to liquidate funds in their Deferred
Compensation Accounts under Section 3 or 4 and reinvest them as directed,
PROVIDED that any investment election shall be exercised in writing by the
Employee and approved by the Committee or its approved representative under such
terms and conditions as the Committee deems appropriate (Exhibit A to this
Plan), and FURTHER PROVIDED, that on and after September 30, 1998 any
investments in TCF Stock shall be subject to paragraph b of this section 10.
              b. If an Employee directs or retains any investment in shares of
TCF Stock on or after September 30, 1998, or defers an award of TCF Stock, the
Employee's Account shall include a TCF Stock Account which shall operate as
follows:
                  (i) All shares of TCF Stock allocated to the Employee's
         Account on September 30, 1998 (excluding any shares held in suspense or
         unvested pursuant to paragraph c of this section) shall be allocated on
         that date to the Employee's TCF Stock Account and the fixed number of
         shares so allocated shall be the beginning balance of the TCF Stock
         Account.
                  (ii) Thereafter, the TCF Stock Account shall be increased by
         the number of shares, if any, of TCF Stock purchased (or deemed to be
         purchased) from Deferred Amounts or from dividends (other than
         nondeferred dividends) and/or interest pursuant to the Employee's
         directions under Section 3 of this Plan and by any shares of TCF Stock
         released from pledge or becoming vested, as provided in paragraph c of
         this section.
                  (iii) The balance of shares of the TCF Stock Account shall in
         no event be decreased.
                  (iv) Shares allocated to the Employee's TCF Stock Account
         shall be subject to all of the restrictions and other provisions of
         this Committee's action dated 8-24-98 establishing separate accounts
         for TCF Stock as compared to non-TCF Stock assets.

                  c. (I) In the event the Trustee engages in borrowing on behalf
of an Employee's account pursuant to directions of the Committee under section
5.1(f) of the Trust, all shares of TCF Stock acquired with the proceeds of such
borrowing shall be pledged by the Trustee to secure the repayment of such loan
and any shares of TCF Stock so pledged shall be held in suspense (unallocated)
in the Employee's TCF Stock Account pursuant to this paragraph c. Shares held in
suspense (unallocated) under this paragraph c shall be


                                       14
<PAGE>

treated as follows: (i) they shall not be credited to the balance of the
Employee's TCF Stock Account under paragraph a of this section and shall not be
distributed or distributable to the Employee, whether as part of a distribution
pursuant to section 5 of this Plan or otherwise, during any time when they are
pledged; (ii) they shall not be used for any other purpose than the repayment of
principal and/or interest payments as they come due on the loan entered into by
the Trustee in connection with the purchase of such shares; and (iii) they shall
not in any event be credited to or inure to the benefit of any other Employee's
Account in the Plan and/or Trust. Dividends paid on shares held in suspense
shall be credited to the Employee's Account in TCF Stock or in other assets as
the Employee shall direct, to the extent such dividends exceed then-current
amounts of principal and interest due on the loan. In the event the Employee has
a distribution of his or her entire Account balance or entire remaining Account
balance in the Plan, the Trustee shall be directed to liquidate a sufficient
number of the shares of TCF Stock held in suspense in order to repay the balance
due on the loan in full and the remainder of the shares held in suspense, if
any, shall be released from the pledge, allocated to the Employee's TCF Stock
Account and included in the distribution. Notwithstanding the foregoing, the
lender may elect to release from pledge any shares of TCF Stock held in suspense
under this paragraph c prior to complete repayment of the loan and in such event
the Trustee and the administrator of the Plan shall thereafter immediately
allocate such shares to the Employee's TCF Stock Account and shall increase the
balance thereof as provided in paragraph a of this section.
              c (II) Deferred Amounts consisting of TCF Stock awards shall be
held unallocated until such time as the shares vest in accordance with the terms
of the award agreement. As of the date any such shares become vested, the number
of shares vesting shall be allocated to the Employee's Account and shall
thereafter become subject to distribution the same as any other shares of TCF
Stock in the TCF Stock account. Any cash dividends paid on unvested shares of
TCF Stock, if such dividends have been deferred by the Employee, shall be
allocated to the Employee's account and invested as directed by the Employee.
Any stock dividends paid on unvested shares of TCF Stock, if such dividends have
been deferred by the Employee, shall be allocated to the Employees' TCF Stock
account and increase the TCF Stock account balance unless such dividends are in
the nature of a stock split, in which case they shall be held unallocated until
such time as the award vests.
              d. Any election of Deferred Amounts of salary or incentive
compensation under paragraph 1.b. shall be exercised in writing by the Employee
and filed with the Committee no later than the date prior to the date the first
salary or incentive compensation, part or all of which is to become a Deferred
Amount, is earned.
              e. Any investment election under paragraph 3 or 4 relating to
initial or periodic investment of Deferred Amounts in TCF Stock, whether as a
result of an initial or yearly election to participate in the Plan or a change
in the level of participation in the Plan, shall be exercised in writing by the
Employee and filed with the Committee no later than the date prior to the date
the first salary or incentive compensation, part or all of which is to become a
Deferred Amount, is earned. Deferred Amounts of salary or incentive
compensation, to the extent they are forwarded to the trustee, shall be so
forwarded on or immediately after the payroll date of the salary or incentive


                                       15
<PAGE>

compensation which is being deferred and shall be deemed to be invested on the
same date on which the Trustee purchases the designated investments. The Trustee
shall purchase such investments as soon as practicable after the payroll date
for which the Deferred Amount is received, and in the case of investments
consisting of TCF Stock, no later than two weeks after such payroll date, with
the exact date and purchase terms to be determined by a stock broker or other
investment professional on the basis of such person's judgment as to the best
available purchase price for the Plan and Trust. If Deferred Amounts are not
forwarded to the Trustee, investments in equity securities of TCF Financial
shall be deemed to occur at the average of the high and low trading price for
such securities on the payroll date.
              f. Any investment election under paragraph 3 or 4 relating to
liquidation of existing investments and reinvestment or reapplication of
proceeds within the Plan or Trust shall be consistent with Exhibit A hereto,
shall be exercised in writing and filed with the Committee by the Employee on
any date, provided that any such election which is a discretionary purchase of
TCF Stock is at least six months after the date of the Employee's last such
discretionary election (as defined in Rule 16b-3) of a sale of TCF Stock under
any other benefit plan of the Company. Liquidation and/or reinvestment of funds
within the Plan or Trust under Section 3 or 4 shall occur as soon as practicable
after the Employee's election is filed with the Committee, provided that the
Committee determines it is a valid election and, in the case of investment or
reinvestment in TCF Stock, such election is implemented by the Trustee no later
than two weeks after the date such election is filed with the Committee and
determined to be valid, with the exact date(s) and terms of any such transaction
involving TCF Stock to be determined by a stock broker or other investment
professional on the basis of such person's judgment as to the then best
available purchase price for the Plan and Trust. If Deferred Amounts have not
been forwarded to the Trustee, to the extent there are no actual funds to
implement the Employee's election, such election shall be deemed to be
implemented at the average of the high and low sales prices for TCF Stock on the
date the election was filed with the Committee and determined to be valid and,
for other investments, on such basis as the Trustee reasonably determines.
              g. For purposes of this Section 10, filing with the corporate
secretary of TCF Financial shall be deemed to be a filing with the Committee.


         11 . TERMINATION OR AMENDMENT. This Plan may be amended at any time and
from time to time, upon the approval of the Board of Directors of TCF Financial;
PROVIDED, that, if the amendment is adopted prior to a change in control (as
defined in section 5(j) hereof), no such amendment shall (without the consent of
all participants, including any terminated participants and beneficiaries then
receiving distributions) alter any participant's or beneficiary's right to
payments of amounts previously credited to such participant's or beneficiary's
Account or delay the time or times at which a participant or beneficiary is
entitled to receive payments with respect to the participant's Deferred Amounts
under the Plan. If the amendment is adopted after a change in control, as
defined in section 5(j) hereof, the approval of the Board of Directors and the
consent of all participants, terminated participants and beneficiaries shall be
required for the


                                       16
<PAGE>

amendment. In the event that all of the Plan's participants and beneficiaries do
not consent to a proposed amendment, such amendment shall not take effect but
the Plan Accounts of the consenting participants shall be transferred to a
separate plan that is identical to this Plan in all respects, except that it may
include the proposed amendment. The Board of Directors may terminate this Plan
in its discretion, except that any such termination shall require the consent of
all participants (including any terminated participants and beneficiaries then
receiving distributions), unless it is an automatic termination of the Plan
under section 5(k) hereof.


                                       17
<PAGE>


EXHIBIT A

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

1.   Effective as of September 30, 1998 (the "Effective Date"), each
     participant's Account in the Plan and Trust (if the Trustee is maintaining
     separate accounts) shall be divided into two sub-accounts: a "TCF Stock
     Account" and a "Diversified Account". All shares of common stock of TCF
     Financial ("TCF Stock") in a participant's Account on the Effective Date
     shall be allocated as of that Date to the Participant's TCF Stock Account.
     All other investments in a participant's Account on the Effective Date
     shall be allocated as of that Date to the participant's Diversified
     Account. Thereafter, the Sub-Accounts shall operate as follows:

     a.  The TCF Stock Account shall consist solely of shares of TCF Stock (and
         cash or cash equivalent money market funds for fractional shares or for
         funds held temporarily prior to investment). The Diversified Account
         shall not at any time include any shares of TCF Stock. Except as
         permitted by paragraph e, below, no transfer of assets will be
         permitted from the TCF Stock Account to the Diversified Account or from
         the Diversified Account to the TCF Stock Account.
     b.  A participant's TCF Stock Account shall hold all shares of TCF Stock
         allocated to it on or after the Effective Date and such shares shall
         not be subject to sale, transfer, assignment, pledge or other
         hypothecation in any manner. Upon the occurrence of a Distribution
         Event (as defined in the Plans) the shares will be distributed from the
         Plan and Trust to the participant in an in-kind distribution pursuant
         to the terms of the Plan.
     c.  The Diversified Account shall not at any time purchase or invest in any
         shares of TCF Stock, but shall invest in such investments as the
         participant directs and as the Committee permits from time to time.
     d.  Any new Deferred Amounts for a participant after the Effective Date
         shall be allocated to either the participant's TCF Stock Account or to
         such participant's Diversified Account, as the participant shall direct
         in an irrevocable election filed before the beginning of each calendar
         year and applicable throughout the calendar year. The Deferred Amounts
         shall be credited to the applicable sub-Account as of the same date
         that they are otherwise credited to the participant's Account under
         Section 3.a. of the Plans and Section 4.2 of the Trusts.
     e.  Dividends generated by a participant's TCF Stock Account and which are
         deferred shall be reinvested in the TCF Stock Account, or in the
         Diversified Account, as the participant directs in an irrevocable
         election filed before the beginning of each calendar year and
         applicable throughout the calendar year. Any interest or dividends
         generated by a participant's Diversified Account shall be reinvested in
         the Diversified Account, or in the participant's TCF Stock Account, as
         the participant directs in an irrevocable election filed before the
         beginning of each calendar year and applicable throughout the calendar
         year, unless


                                       18
<PAGE>

         management determines that the reinvestment of interest and dividends
         within or from the Diversified Account is not administratively
         feasible. If the participant does not file an election with respect to
         the investment of interest and/or dividends, all interest and dividends
         shall be reinvested in the asset that generated them.
     f.  Notwithstanding the election provisions of paragraphs 1.d and 1.e., any
         participant may make a one-time only investment election for the fourth
         quarter of 1998 with respect to new Deferred Amounts and dividends and
         interest generated during that calendar quarter, provided that the
         election is filed prior to the beginning of the calendar quarter, is
         irrevocable and applies to the entire calendar quarter.


                                       19