Common use of Contributions to the Trust Clause in Contracts

Contributions to the Trust. SECTION 2.1. The Trustee shall receive from time to time such amounts in cash or other property acceptable to the Trustee as the Companies shall contribute pursuant to the terms of the Plan. Each such contribution shall be accompanied by a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant pursuant to Section 4, the account to which such contribution will be credited. The Trustee shall be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made to the Trustee shall be upon the Companies or their designees. Nothing in this Agreement shall be construed as requiring the Companies, or any of them, to make any contributions to the Trust. SECTION 2.2. All contributions so received and all proceeds, investments, reinvestments, and income thereof in the Trustee's possession shall be held, invested, and, with all disbursements therefrom, accounted for by the Trustee as provided in this Agreement. SECTION 2.3. No portion of the Trust Fund shall be diverted to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administering the Plan and the Trust, or for the payment of expenses incurred in the making and administering of Trust investments pursuant to Sections 4 and 5, until such time as the Companies' obligations to make payments pursuant to the Plan have been fully discharged; PROVIDED, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund shall be subject to the claims of the general creditors of the Companies. At any time that the Trustee has actual knowledge, or has determined, that a Company is "Insolvent," it shall deliver any undistributed principal and income credited to the accounts established for participants employed by such Company to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and the Chief Executive Officer of each Company shall have the duty to inform the Trustee of that Company's Insolvency. If a Company or any person claiming to be a creditor of a Company alleges in writing to the Trustee that such Company has become Insolvent, and if the Trustee determines such allegation is made in good faith and upon reasonable grounds, the Trustee shall immediately suspend payments from the accounts established for participants employed by such Company and shall hold all assets of such accounts subject to claims of such Company's creditors. The Trustee shall then request, within 10 days, from such Company sufficient information to determine if the Company is Insolvent. If the Company shall fail or refuse to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 days of the Trustee's request, the Trustee shall promptly request such information from the party which alleged that the Company is Insolvent. If, on the basis of the information so provided, the Trustee determines that the Company is not Insolvent, it shall immediately resume payments from the accounts established for participants employed by such Company, together with payment of any amounts held back by the Trustee while making a determination as to Insolvency. If the Trustee determines the Company is Insolvent, or if it has not received sufficient information to make a determination as to the Company's solvency, it shall resume such payments only after the Trustee has determined that the Company is no longer Insolvent. Unless the Trustee has actual knowledge of a Company's Insolvency, it shall have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Companies' solvency as may be furnished to the Trustee which will give it a reasonable basis for making a determination concerning the Companies' solvency, and nothing in this Agreement shall in any way diminish any right of the Plan's participants or their beneficiaries to pursue their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. To assist the Trustee with its determinations required hereunder, the Trustee may rely upon the advice of legal counsel and/or other professional counsel retained by the Trustee and such counsel's reasonable fees and expenses shall be payable from the assets of the Trust or, at TCF Financial's election, may be directly paid by TCF Financial and/or one or more of the Companies, PROVIDED that TCF Financial is notified in advance of the Trustee's retention of legal counsel and TCF Financial or the Committee consents thereto, which consent shall not be unreasonably withheld. A Company shall be considered "Insolvent" for the purposes of this Agreement if it is unable to pay its debts as they mature, or if it is a party as a debtor to a proceeding pending under the U.S. Bankruptcy Code, or under any other applicable state or federal bankruptcy law.

Contributions to the Trust. SECTION 2.1. (a) The Trustee shall receive Company may at any time and from time to time such amounts in make additional deposits of cash or other property acceptable to in Trust with the Trustee as to augment the Companies shall contribute pursuant principal to the terms of the Plan. Each such contribution shall be accompanied by a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant pursuant to Section 4, the account to which such contribution will be credited. The Trustee shall be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made to the Trustee shall be upon the Companies or their designees. Nothing in this Agreement shall be construed as requiring the Companies, or any of them, to make any contributions to the Trust. SECTION 2.2. All contributions so received and all proceeds, investments, reinvestments, and income thereof in the Trustee's possession shall be held, invested, and, with all disbursements therefrom, accounted for administered and disposed of by the Trustee as provided in this Trust Agreement. SECTION 2.3. No portion Upon a determination by the Board of Directors of the Trust Fund Company that a Change of Control is imminent, the Company shall be diverted contribute to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administering the Plan and the Trust, or for the payment of expenses incurred in the making and administering of Trust investments pursuant to Sections 4 and 5, until such time except as the Companies' obligations to make payments pursuant to the Plan have been fully discharged; PROVIDED, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund shall be subject to the claims of the general creditors of the Companies. At any time that the Trustee has actual knowledge, or has determined, that a Company is "Insolvent," it shall deliver any undistributed principal and income credited to the accounts established for participants employed by such Company to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and of the Chief Executive Officer of each Company shall have otherwise specify, the duty to inform the Trustee of that Company's Insolvency. If a Company or any person claiming full amount anticipated to be a creditor required under paragraph (c) below. Upon the actual occurrence of a Change of Control, the Company alleges shall make such additional contributions to the Trust as are required by paragraph (c). Prior to a Change of Control, the Company may at any time withdraw from the Trust such amounts as it may designate in writing to the Trustee. (b) Contributions to the Trust and earnings thereon shall be allocated, in such manner as the Company shall designate in writing to the Trustee that such Company has become Insolventprior to a Change of Control, and if among the Trustee determines such allegation is made in good faith and upon reasonable grounds, the Trustee shall immediately suspend payments from the accounts established for participants employed by such Company and shall hold all assets of such accounts subject to claims of such Company's creditorsbenefits payable under specified Benefit Plans. The Trustee allocations described in this paragraph shall then request, within 10 days, from such Company sufficient information to determine if not require the Company is Insolvent. If the Company shall fail segregation or refuse to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 days of the Trustee's request, the Trustee shall promptly request such information from the party which alleged that the Company is Insolvent. If, on the basis of the information so provided, the Trustee determines that the Company is not Insolvent, it shall immediately resume payments from the accounts established for participants employed by such Company, together with payment separate investment of any amounts assets held back by the Trustee while making a determination as to Insolvency. If the Trustee determines the Company is Insolvent, or if it has not received sufficient information to make a determination as to the Company's solvency, it shall resume such payments only after the Trustee has determined that the Company is no longer Insolvent. Unless the Trustee has actual knowledge of a Company's Insolvency, it shall have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Companies' solvency as may be furnished to the Trustee which will give it a reasonable basis for making a determination concerning the Companies' solvencyTrust, and nothing in this Agreement shall in any way diminish any right of the Plan's participants or their beneficiaries to pursue their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. To assist the Trustee with its determinations required hereunder, the Trustee may rely upon the advice of legal counsel and/or other professional counsel retained by the Trustee and such counsel's reasonable fees and expenses paragraph shall be payable from the construed as conferring on any Trust Beneficiary any rights in specific assets of the Trust. (c) Within 90 days after a Change of Control (or 180 days, if the Company delivers to the Trustee evidence satisfactory to the Trustee that the computations necessary hereunder cannot be completed in 90 days), the Company shall contribute to the Trust orthe present value, at TCF Financial's electiondetermined as hereinafter provided, may of all benefits remaining to be paid under the Benefit Plans designated on Schedule B as in effect immediately prior to the Change of Control, including benefits in pay status and benefits payable in the future in respect of persons not yet retired, less amounts previously contributed to the Trust in respect of each such Benefit Plan and less any such amounts paid directly paid to Trust Beneficiaries by TCF Financial and/or one or more the Company following the Change of Control. The present value of benefits payable in the future shall be determined using the assumptions set forth in Schedule C to this Agreement as in effect immediately prior to the Change of Control. The Trustee shall have no responsibility for determining the adequacy of any amount contributed hereunder. (d) Amounts transferred to the Trust in respect of the CompaniesBenefit Plans above, PROVIDED that TCF Financial is notified shall be held in advance Trust until distributed in accordance with this Agreement and the provisions of Schedule B. (e) In addition to the contributions described above in this Section, the Company shall within 15 days of a Change of Control deposit an amount determined as hereafter provided for use in helping to defray the legal expenses of Trust Beneficiaries in enforcing their rights under the Benefit Plans. The amounts to be deposited in the Trust in accordance with the immediately preceding sentence shall be the amount fixed by the Human Resources and Planning Committee of the Trustee's retention Board of legal counsel Directors of the Company, or any successor committee of said Board (the “Committee”), prior to the Change of Control; provided, that if no such amount is fixed, the amount to be deposited shall be 15 percent of the present value of all benefits as determined under paragraph (c) above of this Section 3; and TCF Financial or the Committee consents theretofurther provided, which consent that such amount shall not exceed [amount to be unreasonably withheld. A Company shall be considered "Insolvent" for the purposes of this Agreement if it is unable to pay its debts as they mature, or if it is a party as a debtor to a proceeding pending under the U.S. Bankruptcy Code, or under any other applicable state or federal bankruptcy lawinserted].

Contributions to the Trust. SECTION 2.1. (a) The Trustee shall receive Company may at any time and from time to time such amounts in make additional deposits of cash or other property acceptable to in Trust with the Trustee as to augment the Companies shall contribute pursuant principal to the terms of the Plan. Each such contribution shall be accompanied by a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant pursuant to Section 4, the account to which such contribution will be credited. The Trustee shall be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made to the Trustee shall be upon the Companies or their designees. Nothing in this Agreement shall be construed as requiring the Companies, or any of them, to make any contributions to the Trust. SECTION 2.2. All contributions so received and all proceeds, investments, reinvestments, and income thereof in the Trustee's possession shall be held, invested, and, with all disbursements therefrom, accounted for administered and disposed of by the Trustee as provided in this Trust Agreement. SECTION 2.3. No portion Upon a determination by the Board of Directors of the Trust Fund Company that a Change of Control is imminent, the Company shall be diverted contribute to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administering the Plan and the Trust, or for the payment of expenses incurred in the making and administering of Trust investments pursuant to Sections 4 and 5, until such time except as the Companies' obligations to make payments pursuant to the Plan have been fully discharged; PROVIDED, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund shall be subject to the claims of the general creditors of the Companies. At any time that the Trustee has actual knowledge, or has determined, that a Company is "Insolvent," it shall deliver any undistributed principal and income credited to the accounts established for participants employed by such Company to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and of the Chief Executive Officer of each Company shall have otherwise specify, the duty to inform the Trustee of that Company's Insolvency. If a Company or any person claiming full amount anticipated to be a creditor required under paragraph (c) below. Upon the actual occurrence of a Change of Control, the Company alleges shall make such additional contributions to the Trust as are required by paragraph (c). Prior to a Change of Control, the Company may at any time withdraw from the Trust such amounts as it may designate in writing to the Trustee. (b) Contributions to the Trust and earnings thereon shall be allocated, in such manner as the Company shall designate in writing to the Trustee that such Company has become Insolventprior to a Change of Control, and if among the Trustee determines such allegation is made in good faith and upon reasonable grounds, the Trustee shall immediately suspend payments from the accounts established for participants employed by such Company and shall hold all assets of such accounts subject to claims of such Company's creditorsbenefits payable under specified Benefit Plans. The Trustee allocations described in this paragraph shall then request, within 10 days, from such Company sufficient information to determine if not require the Company is Insolvent. If the Company shall fail segregation or refuse to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 days of the Trustee's request, the Trustee shall promptly request such information from the party which alleged that the Company is Insolvent. If, on the basis of the information so provided, the Trustee determines that the Company is not Insolvent, it shall immediately resume payments from the accounts established for participants employed by such Company, together with payment separate investment of any amounts assets held back by the Trustee while making a determination as to Insolvency. If the Trustee determines the Company is Insolvent, or if it has not received sufficient information to make a determination as to the Company's solvency, it shall resume such payments only after the Trustee has determined that the Company is no longer Insolvent. Unless the Trustee has actual knowledge of a Company's Insolvency, it shall have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Companies' solvency as may be furnished to the Trustee which will give it a reasonable basis for making a determination concerning the Companies' solvencyTrust, and nothing in this Agreement shall in any way diminish any right of the Plan's participants or their beneficiaries to pursue their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. To assist the Trustee with its determinations required hereunder, the Trustee may rely upon the advice of legal counsel and/or other professional counsel retained by the Trustee and such counsel's reasonable fees and expenses paragraph shall be payable from the construed as conferring on any Trust Beneficiary any rights in specific assets of the Trust orTrust. (c) Within 90 days after a Change of Control (or 180 days, at TCF Financial's election, may be directly paid by TCF Financial and/or one or more of if the Companies, PROVIDED Company delivers to the Trustee evidence satisfactory to the Trustee that TCF Financial is notified in advance of the Trustee's retention of legal counsel and TCF Financial or the Committee consents thereto, which consent shall computations necessary hereunder cannot be unreasonably withheld. A completed in 90 days), the Company shall contribute to the Trust the present value, determined as hereinafter provided, of all benefits remaining to be considered "Insolvent" for paid under the purposes Benefit Plans designated on Schedule B as in effect immediately prior to the Change of this Agreement if it is unable Control, including benefits in pay status and benefits payable in the future in respect of persons not yet retired, less amounts previously contributed to pay its debts as they maturethe Trust in respect of each such Benefit Plans and less any such amounts paid directly to Trust Beneficiaries by the Company following the Change of Control. The present value of benefits payable in the future shall be determined using the interest, mortality or other assumptions used in the applicable Benefit Plan, or if it is a party no such assumptions are provided for, using an interest rate equal to eight percent compounded annually and (if applicable) the same mortality assumptions as a debtor to a proceeding pending are used in determining the present value of benefits under the U.S. Bankruptcy CodeCompany’s tax-qualified retirement plan. The Trustee shall have no responsibility for determining the adequacy of any amount contributed hereunder. (d) Amounts transferred to the Trust in respect of the Benefit Plans above, shall be held in Trust until distributed in accordance with this Agreement and the provisions of Schedule B. (e) In addition to the contributions described above in this Section, the Company shall within 15 days of a Change of Control deposit an amount determined as hereafter provided for use in helping to defray the legal expenses of Trust Beneficiaries in enforcing their rights under the Benefit Plans. The amounts to be deposited in the Trust in accordance with the immediately preceding sentence shall be the amount fixed by the Human Resources and Planning Committee of the Board of Directors of the Company, or any successor committee of said Board (the “Committee”), prior to the Change of Control; provided, that if no such amount is fixed, the amount to be deposited shall be 15 percent of the present value of all benefits as determined under any other applicable state or federal bankruptcy lawparagraph (c) above of this Section 3.

Contributions to the Trust. SECTION 2.1(a) Upon the occurrence of a "CIC Trigger Event" (as defined in Section XVII of this Agreement) or a Change in Control (if no CIC Trigger Event precedes the Change in Control), the Parent Corporation shall deliver to the Trustee to be held in trust hereunder an amount of cash, marketable securities (valued at fair market value), insurance policies or a combination thereof (the "Required Contribution") equal to the amount that, together with any amounts already held by the Trust Fund, will be sufficient to provide for the obligations of the Company and the Employers under the Plans. Such amount shall be determined by the Parent Corporation in its discretion, but shall not be less than such amount as would be determined (i) using an annual interest rate assumption of 6%, (ii) using the UP-84 mortality table for benefits payable under the Plans three or more years after the date of the Required Contribution and no mortality assumption for benefits payable less than three years from the date of the Required Contribution, (iii) assuming that, for purposes of determining the amount to be transferred to the Trust with respect to those Plans that are agreements (the "CIC Agreements") providing for the payment of benefits in the event of certain terminations of employment following a Change in Control, that all Participants who are covered by such agreements are terminated without "Cause" (as defined in such agreements) by the Company as of the first day of the applicable "Coverage Period" (as defined in the agreements) and (iv) assuming that, for purposes of determining the amount to be transferred to the Trust with respect to each Plan that is not a CIC Agreement, that each Participant terminates employment with the Company and the Employers as of the earliest date as of which the Participant is entitled to begin receiving benefits under each such Plan (assuming the Participant terminated employment as of such date). If such Required Contribution is made as the result of a CIC Trigger Event, such Required Contribution, as adjusted for income and losses, shall be returned to the Parent Corporation upon the written request of the Parent Corporation; provided, however, that the Required Contribution may not be returned to the Parent Corporation during the existence of a Change in Control Period or after a Change in Control. (b) At twelve-month intervals commencing twelve months after the date a Required Contribution is made pursuant to Section 3.1(a) hereof, unless a Change in Control Period has ceased to exist and no Change in Control has occurred, the Parent Corporation shall recalculate the Required Contribution that would be required to be delivered pursuant to Section 3.1(a) hereof assuming a CIC Trigger Event occurred as of the end of the month immediately preceding such twelve-month interval date. If the amount so calculated exceeds the fair market value of the Trust Fund's assets, the Parent Corporation shall promptly (and in no event later than seven days from the date of such twelve-month interval date) pay to the Trustee an amount in cash (or marketable securities or any combination thereof) equal to such excess. (c) The Chief Executive Officer or the General Counsel of the Parent Corporation (or one of their designated representatives) shall promptly notify the Trustee in writing of the occurrence of any of the following: a CIC Trigger Event, a Change in Control, or the cessation of a Change in Control Period. After a Change in Control and during the existence of a Change in Control Period: (i) this Trust shall be irrevocable, as provided in Section 3.2; (ii) all payments due in accordance with the provisions of the Plans, as determined by the Trustee in its reasonable judgment, shall be made directly by the Trustee to Participants; and (iii) the Trustee shall not act upon any direction from the Company, any Employer (including the Parent Corporation) or the Representative that is contrary to the foregoing provisions. (d) The Trustee shall receive be fully protected in making such payments from time to time such amounts in cash or other property acceptable to accordance with the Trustee as the Companies shall contribute pursuant to the terms provisions of the Plan. Each such contribution this Section 3.1 and shall be accompanied charged with no responsibility whatsoever respecting the application of such monies, except as otherwise required by a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant pursuant to Section 4, the account to which such contribution will be credited. The Trustee shall be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made to the Trustee shall be upon the Companies or their designees. Nothing in this Agreement shall be construed as requiring the Companies, or any of them, to make any contributions to the Trustlaw. SECTION 2.2. All contributions so received and all proceeds, investments, reinvestments, and income thereof in the Trustee's possession shall be held, invested, and, with all disbursements therefrom, accounted for by the Trustee as provided in this Agreement. SECTION 2.3. No portion of the Trust Fund shall be diverted to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administering the Plan and the Trust, or for the payment of expenses incurred in the making and administering of Trust investments pursuant to Sections 4 and 5, until such time as the Companies' obligations to make payments pursuant to the Plan have been fully discharged; PROVIDED, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund shall be subject to the claims of the general creditors of the Companies. At any time that the Trustee has actual knowledge, or has determined, that a Company is "Insolvent," it shall deliver any undistributed principal and income credited to the accounts established for participants employed by such Company to satisfy such claims as a court of competent jurisdiction may direct. (e) The Board of Directors and the Chief Executive Officer of each Company shall have the duty to inform the Trustee of that Company's Insolvency. If a Company or any person claiming to be a creditor of a Company alleges in writing to the Trustee that such Company has become Insolvent, and if the Trustee determines such allegation is made in good faith and upon reasonable grounds, the Trustee shall immediately suspend payments from the accounts established for participants employed by such Company and shall hold all assets of such accounts subject to claims of such Company's creditors. The Trustee shall then request, within 10 days, from such Company sufficient information to determine if the Company is Insolvent. If the Company shall fail or refuse to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 days of the Trustee's request, the Trustee shall promptly request such information from the party which alleged that the Company is Insolvent. If, on the basis of the information so provided, the Trustee determines that the Company is not Insolvent, it shall immediately resume payments from the accounts established for participants employed by such Company, together with payment of any amounts held back by the Trustee while making a determination as to Insolvency. If the Trustee determines the Company is Insolvent, or if it has not received sufficient information to make a determination as to the Company's solvency, it shall resume such payments only after the Trustee has determined that the Company is no longer Insolvent. Unless the Trustee has actual knowledge of a Company's Insolvency, it shall have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Companies' solvency as may be furnished to the Trustee which will give it a reasonable basis for making a determination concerning the Companies' solvency, and nothing in this Agreement shall in any way diminish any right of the Plan's participants or their beneficiaries to pursue their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. To assist provide the Trustee with its determinations required hereunder, the Trustee may rely upon the advice copies of legal counsel and/or other professional counsel retained by the Trustee and such counsel's reasonable fees and expenses shall be payable from the assets all of the Trust orPlan documents, at TCF Financial's election, may be directly paid by TCF Financial and/or one or more of the Companies, PROVIDED that TCF Financial is notified in advance of the Trustee's retention of legal counsel and TCF Financial or the Committee consents including any amendments thereto, which consent shall not be unreasonably withheld. A Company shall be considered "Insolvent" for the purposes of this Agreement if it is unable to pay its debts as they mature, or if it is a party as a debtor to a proceeding pending under the U.S. Bankruptcy Code, or under any other applicable state or federal bankruptcy law.

Contributions to the Trust. SECTION 2.1. (a) The Trustee shall receive Company may at any time and from time to time such amounts in make additional deposits of cash or other property acceptable to in Trust with the Trustee as to augment the Companies shall contribute pursuant principal to the terms of the Plan. Each such contribution shall be accompanied by a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant pursuant to Section 4, the account to which such contribution will be credited. The Trustee shall be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made to the Trustee shall be upon the Companies or their designees. Nothing in this Agreement shall be construed as requiring the Companies, or any of them, to make any contributions to the Trust. SECTION 2.2. All contributions so received and all proceeds, investments, reinvestments, and income thereof in the Trustee's possession shall be held, invested, and, with all disbursements therefrom, accounted for administered and disposed of by the Trustee as provided in this Trust Agreement. SECTION 2.3. No portion Upon a determination by the Board of Directors of the Trust Fund Company that a Change of Control is imminent, the Company shall be diverted contribute to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administering the Plan and the Trust, or for the payment of expenses incurred in the making and administering of Trust investments pursuant to Sections 4 and 5, until such time except as the Companies' obligations to make payments pursuant to the Plan have been fully discharged; PROVIDED, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund shall be subject to the claims of the general creditors of the Companies. At any time that the Trustee has actual knowledge, or has determined, that a Company is "Insolvent," it shall deliver any undistributed principal and income credited to the accounts established for participants employed by such Company to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and of the Chief Executive Officer of each Company shall have otherwise specify, the duty to inform the Trustee of that Company's Insolvency. If a Company or any person claiming full amount anticipated to be a creditor required under paragraph (c) below. Upon the actual occurrence of a Change of Control, the Company alleges shall make such additional contributions to the Trust as are required by paragraph (c). Prior to a Change of Control, the Company may at any time withdraw from the Trust such amounts as it may designate in writing to the Trustee. (b) Contributions to the Trust and earnings thereon shall be allocated, in such manner as the Company shall designate in writing to the Trustee that such Company has become Insolventprior to a Change of Control, and if among the Trustee determines such allegation is made in good faith and upon reasonable grounds, the Trustee shall immediately suspend payments from the accounts established for participants employed by such Company and shall hold all assets of such accounts subject to claims of such Company's creditorsbenefits payable under specified Benefit Plans. The Trustee allocations described in this paragraph shall then request, within 10 days, from such Company sufficient information to determine if not require the Company is Insolvent. If the Company shall fail segregation or refuse to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 days of the Trustee's request, the Trustee shall promptly request such information from the party which alleged that the Company is Insolvent. If, on the basis of the information so provided, the Trustee determines that the Company is not Insolvent, it shall immediately resume payments from the accounts established for participants employed by such Company, together with payment separate investment of any amounts assets held back by the Trustee while making a determination as to Insolvency. If the Trustee determines the Company is Insolvent, or if it has not received sufficient information to make a determination as to the Company's solvency, it shall resume such payments only after the Trustee has determined that the Company is no longer Insolvent. Unless the Trustee has actual knowledge of a Company's Insolvency, it shall have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Companies' solvency as may be furnished to the Trustee which will give it a reasonable basis for making a determination concerning the Companies' solvencyTrust, and nothing in this Agreement shall in any way diminish any right of the Plan's participants or their beneficiaries to pursue their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. To assist the Trustee with its determinations required hereunder, the Trustee may rely upon the advice of legal counsel and/or other professional counsel retained by the Trustee and such counsel's reasonable fees and expenses paragraph shall be payable from the construed as conferring on any Trust Beneficiary any rights in specific assets of the Trust orTrust. (c) Within 90 days after a Change of Control (or 180 days, at TCF Financial's election, may be directly paid by TCF Financial and/or one or more of if the Companies, PROVIDED Company delivers to the Trustee evidence satisfactory to the Trustee that TCF Financial is notified in advance of the Trustee's retention of legal counsel and TCF Financial or the Committee consents thereto, which consent shall computations necessary hereunder cannot be unreasonably withheld. A completed in 90 days), the Company shall contribute to the Trust the present value, determined as hereinafter provided, of all benefits remaining to be considered "Insolvent" for paid under the purposes Benefit Plans designated on Schedule B as in effect immediately prior to the Change of this Agreement if it is unable Control, including benefits in pay status and benefits payable in the future in respect of persons not yet retired, less amounts previously contributed to pay its debts as they maturethe Trust in respect of each such Benefit Plan and less any such amounts paid directly to Trust Beneficiaries by the Company following the Change of Control. The present value of benefits payable in the future shall be determined using the interest, mortality or other assumptions used in the applicable Benefit Plan, or if it is a party no such assumptions are provided for, using an interest rate equal to eight percent compounded annually and (if applicable) the same mortality assumptions as a debtor to a proceeding pending are used in determining the present value of benefits under the U.S. Bankruptcy CodeCompany’s tax-qualified retirement plan. The Trustee shall have no responsibility for determining the adequacy of any amount contributed hereunder. (d) Amounts transferred to the Trust in respect of the Benefit Plans above, shall be held in Trust until distributed in accordance with this Agreement and the provisions of Schedule B. (e) In addition to the contributions described above in this Section, the Company shall within 15 days of a Change of Control deposit an amount determined as hereafter provided for use in helping to defray the legal expenses of Trust Beneficiaries in enforcing their rights under the Benefit Plan. The amounts to be deposited in the Trust in accordance with the immediately preceding sentence shall be the amount fixed by the Human Resources and Planning Committee of the Board of Directors of the Company, or any successor committee of said Board (the “Committee”), prior to the Change of Control; provided, that if no such amount is fixed, the amount to be deposited shall be 15 percent of the present value of all benefits as determined under any other applicable state or federal bankruptcy lawparagraph (c) above of this Section 3.

Contributions to the Trust. SECTION 2.1. (a) The Trustee shall receive Company may at any time and from time to time such amounts in make additional deposits of cash or other property acceptable to in Trust with the Trustee as to augment the Companies shall contribute pursuant principal to the terms of the Plan. Each such contribution shall be accompanied by a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant pursuant to Section 4, the account to which such contribution will be credited. The Trustee shall be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made to the Trustee shall be upon the Companies or their designees. Nothing in this Agreement shall be construed as requiring the Companies, or any of them, to make any contributions to the Trust. SECTION 2.2. All contributions so received and all proceeds, investments, reinvestments, and income thereof in the Trustee's possession shall be held, invested, and, with all disbursements therefrom, accounted for administered and disposed of by the Trustee as provided in this Trust Agreement. SECTION 2.3. No portion Upon a determination by the Board of Directors of the Trust Fund Company that a Change of Control is imminent, the Company shall be diverted contribute to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administering the Plan and the Trust, or for the payment of expenses incurred in the making and administering of Trust investments pursuant to Sections 4 and 5, until such time except as the Companies' obligations to make payments pursuant to the Plan have been fully discharged; PROVIDED, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund shall be subject to the claims of the general creditors of the Companies. At any time that the Trustee has actual knowledge, or has determined, that a Company is "Insolvent," it shall deliver any undistributed principal and income credited to the accounts established for participants employed by such Company to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and of the Chief Executive Officer of each Company shall have otherwise specify, the duty to inform the Trustee of that Company's Insolvency. If a Company or any person claiming full amount anticipated to be a creditor required under paragraph (c) below. Upon the actual occurrence of a Change of Control, the Company alleges shall make such additional contributions to the Trust as are required by paragraph (c). Prior to a Change of Control, the Company may at any time withdraw from the Trust such amounts as it may designate in writing to the Trustee. (b) Contributions to the Trust and earnings thereon shall be allocated, in such manner as the Company shall designate in writing to the Trustee that such Company has become Insolventprior to a Change of Control, and if among the Trustee determines such allegation is made in good faith and upon reasonable grounds, the Trustee shall immediately suspend payments from the accounts established for participants employed by such Company and shall hold all assets of such accounts subject to claims of such Company's creditorsbenefits payable under specified Benefit Plans. The Trustee allocations described in this paragraph shall then request, within 10 days, from such Company sufficient information to determine if not require the Company is Insolvent. If the Company shall fail segregation or refuse to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 days of the Trustee's request, the Trustee shall promptly request such information from the party which alleged that the Company is Insolvent. If, on the basis of the information so provided, the Trustee determines that the Company is not Insolvent, it shall immediately resume payments from the accounts established for participants employed by such Company, together with payment separate investment of any amounts assets held back by the Trustee while making a determination as to Insolvency. If the Trustee determines the Company is Insolvent, or if it has not received sufficient information to make a determination as to the Company's solvency, it shall resume such payments only after the Trustee has determined that the Company is no longer Insolvent. Unless the Trustee has actual knowledge of a Company's Insolvency, it shall have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Companies' solvency as may be furnished to the Trustee which will give it a reasonable basis for making a determination concerning the Companies' solvencyTrust, and nothing in this Agreement shall in any way diminish any right of the Plan's participants or their beneficiaries to pursue their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. To assist the Trustee with its determinations required hereunder, the Trustee may rely upon the advice of legal counsel and/or other professional counsel retained by the Trustee and such counsel's reasonable fees and expenses paragraph shall be payable from the construed as conferring on any Trust Beneficiary any rights in specific assets of the Trust. (c) Within 90 days after a Change of Control (or 180 days, if the Company delivers to the Trustee evidence satisfactory to the Trustee that the computations necessary hereunder cannot be completed in 90 days), the Company shall contribute to the Trust orthe present value, at TCF Financial's electiondetermined as hereinafter provided, may of all benefits remaining to be paid under the Benefit Plans designated on Schedule B as in effect immediately prior to the Change of Control, including benefits in pay status and benefits payable in the future in respect of persons not yet retired, less amounts previously contributed to the Trust in respect of each such Benefit Plan and less any such amounts paid directly paid to Trust Beneficiaries by TCF Financial and/or one or more the Company following the Change of Control. The present value of benefits payable in the future shall be determined using the assumptions set forth in Schedule C to this Agreement as in effect immediately prior to the Change of Control. The Trustee shall have no responsibility for determining the adequacy of any amount contributed hereunder. (d) Amounts transferred to the Trust in respect of the CompaniesBenefit Plans above, PROVIDED that TCF Financial is notified shall be held in advance Trust until distributed in accordance with this Agreement and the provisions of Schedule B. (e) In addition to the contributions described above in this Section, the Company shall within 15 days of a Change of Control deposit an amount determined as hereafter provided for use in helping to defray the legal expenses of Trust Beneficiaries in enforcing their rights under the Benefit Plans. The amounts to be deposited in the Trust in accordance with the immediately preceding sentence shall be the amount fixed by the Human Resources and Planning Committee of the Trustee's retention Board of legal counsel Directors of the Company, or any successor committee of said Board (the "Committee"), prior to the Change of Control; provided, that if no such amount is fixed, the amount to be deposited shall be 15 percent of the present value of all benefits as determined under paragraph (c) above of this Section 3; and TCF Financial or the Committee consents theretofurther provided, which consent that such amount shall not exceed [amount to be unreasonably withheld. A Company shall be considered "Insolvent" for the purposes of this Agreement if it is unable to pay its debts as they mature, or if it is a party as a debtor to a proceeding pending under the U.S. Bankruptcy Code, or under any other applicable state or federal bankruptcy lawinserted].