TCF FINANCIAL INCENTIVE STOCK PROGRAM AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT

Exhibit 10(b)-13

TCF FINANCIAL INCENTIVE STOCK PROGRAM

AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT

RS NO. 923-A (Amended and Restated)  (Non-deferred) (Non-Performance-Based Executive Stock Award)

WHEREAS, effective July 31, 2008, TCF Financial Corporation (“TCF Financial” or “Company”) awarded to Xxxxxxx X. Xxxxxx (the “Grantee”) 450,000 shares (the “Shares”) of common stock, par value $.01 per share (“Common Stock”) pursuant to the terms and conditions set forth in restricted stock award agreement RS No. 923 (the “Agreement”), subject to the vesting requirements and other terms and conditions set forth in RS No. 923, intending that such Shares would qualify as “performance-based” under section 162(m) of the Internal Revenue Code (“IRC”) in order that any vesting of such Shares would be a deductible compensation expense for purposes of TCF Financial’s corporate income tax; and

WHEREAS,  subsequent to the award of the Shares, TCF Financial commenced participation in the U.S. Treasury Department’s Troubled Assets Relief Program (“TARP”) Capital Purchase Program as authorized by the Emergency Economic Stabilization Act of 2008 (“EESA”), which requires the following during the time the Treasury Department holds an equity or debt position in TCF Financial: (i) compensation to Grantee in excess of $500,000 annually will not be tax deductible by TCF Financial under the IRC regardless of whether such compensation qualifies as performance-based under IRC section 162(m), (ii) the Compensation Committee of the Board of Directors must ensure that senior executive officer incentive compensation arrangements do not encourage such officers to take unnecessary and excessive risks that threaten the value of TCF Financial; (iii) any bonus or incentive compensation paid to senior executive officers must be subject to recovery if the bonus or incentive compensation payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; and (iv) no golden parachute payments will be made to senior executive officers in excess of those permitted under U.S. Treasury Department regulations; and

WHEREAS, Grantee is or may become a “senior executive officer” of TCF Financial as that term is defined under EESA and U.S. Treasury Department regulations during the time TCF Financial is a participant in the TARP Capital Purchase Program; and

WHEREAS, in light of the foregoing TARP Capital Purchase Program requirements, TCF Financial and Grantee wish to amend the award of Shares to make their vesting subject to continued service of Grantee as set forth herein but without the requirement that TCF Financial attain specific performance targets.

NOW, THEREFORE, in consideration of the terms and conditions herein, effective as of January 20, 2009, TCF Financial and Grantee hereby amend RS No. 923 to

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provide that the Shares are subject to the terms and conditions set forth in this Amended and Restated Restricted Stock Agreement RS No. 923-A (the “Amended and Restated Agreement”), which fully supersedes and replaces the previous Agreement with respect to the Shares.

1 Share Award.  This Amended and Restated Agreement shall constitute an amended award to Grantee of the 450,000 Shares previously awarded pursuant to the TCF Financial Incentive Stock Program (the “Program”), upon the terms and conditions therein and hereinafter set forth.  A copy of the Program as currently in effect is incorporated herein by reference and is attached hereto.

2. Restrictions on Transfer and Restricted Period.

(a) During the period (the “Restricted Period”) described in paragraph 2(b), the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee.

(b) The Shares will be subject to the restrictions in paragraph 2(a) during the Restricted Period commencing on the date of the Amended and Restated Agreement (the “Commencement Date”) and (subject to the forfeiture provisions herein) continuing until the date specified in clauses (i), (ii) and (iii) below, on which date such restrictions will expire with respect to such Shares which shall then vest as follows:

(i)            150,000 Shares will vest and will no longer be subject to the restrictions of the Restricted Period on January 1, 2010;

(ii)           150,000 Shares will vest and will no longer be subject to the restrictions of the Restricted Period on January 1, 2011;

(iii)          150,000 Shares will vest and will no longer be subject to the restrictions of the Restricted Period on January 1, 2012.

 (c) The Committee referred to in section 2 of the Program or its successor (the “Committee”) shall have the authority, in its discretion, to accelerate the time at which any or all of the restrictions in subparagraph (a) shall lapse with respect to any Shares, or to remove any or all such restrictions, whenever the Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws, or other changes in circumstances occurring after the commencement of the Restricted Periods.

The total Shares that can vest under this Amended and Restated Agreement shall not exceed 450,000 Shares, subject to the adjustments referred to in paragraph 7.

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3. Termination of Service.  Except as provided in paragraph 8 below and in this paragraph 3, in the event of Grantee’s termination of employment for any reason (other than death, total or partial disability, or normal or early retirement), all Shares which at the time of such termination of employment are subject to the restrictions imposed by paragraph 2(a) above shall upon termination of employment be forfeited and returned to TCF Financial unless the Committee, pursuant to its discretion under paragraph 2(c), shall determine to remove any or all of the restrictions on such Shares prior to such forfeiture; provided, however, that notwithstanding the foregoing, if the Grantee ceases employment by reason of death, total or partial disability, or normal or early retirement (as determined in the discretion of the Committee) a prorated portion of the Shares will vest based on the number of months from July 31, 2008 to the termination date, divided by 41.

4. Certificates for Shares.  TCF Financial may issue one or more certificates in respect of the Shares in the name of the Grantee, and shall hold such certificate(s) on deposit for the account of the Grantee until the expiration of the Restricted Period with respect to the Shares represented thereby.  Certificate(s) for Shares subject to a Restricted Period shall bear the following legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the TCF Financial Incentive Stock Program (the “Program”) and an agreement entered into between the registered owner and TCF Financial Corporation.  Copies of such Program and agreement are on file in the offices of the Secretary of TCF Financial Corporation, 000 Xxxx Xxxxxx Xxxx, Xxxxxxx, XX 00000.”

The Grantee further agrees that, if certificates are issued, simultaneously with the execution of this Amended and Restated Agreement one or more stock powers shall be executed, endorsed in blank and promptly delivered to TCF Financial.

If certificates are not issued, TCF Financial shall direct the transfer agent to issue and hold the Shares during the Restricted Period in an account where their transferability is subject to the restrictions set forth in paragraph 2(a) of this Amended and Restated Agreement.

5. Grantee’s Rights.  Except as otherwise provided herein, Grantee, as owner of the Shares, shall have all rights of a stockholder, including the right to vote the Shares.  The Grantee hereby irrevocably and unconditionally assigns to TCF Financial any and all cash and non-cash dividends and other distributions paid with respect to the Shares during the Restricted Period.

6. Expiration of Restricted Period.  Upon the expiration of the applicable Restricted Period with respect to the Shares, TCF Financial shall redeliver or deliver to the Grantee (or, if the Grantee is deceased, to his legal representative, beneficiary or heir) the certificate(s) in respect of the number of such Shares, without the

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restrictive legend provided for in paragraph 4 above, or re-register with the transfer agent the number of Shares which is not subject to the restrictions set forth in paragraph 2(a) of this Amended and Restated Agreement.

7. Adjustments for Changes in Capitalization of TCF Financial.  In the event of any change in the outstanding Common Stock of TCF Financial by reason of any reorganization, recapitalization, stock split, combination or exchange of shares, merger, consolidation or any change in the corporate structure of TCF Financial or in the shares of Common Stock, or in the event of any issuance of preferred stock or other change in the capital structure of TCF Financial which the Committee deems significant for purposes of this Amended and Restated Agreement, the number and class of Shares covered by this Amended and Restated Agreement as well as the vesting and forfeiture provisions in paragraphs 2, shall be appropriately adjusted by the Committee, whose determination of the appropriate adjustment, or whose determination that there shall be no adjustment, shall be conclusive. Any Shares of Common Stock or other securities received, as a result of the foregoing, by the Grantee subject to the restrictions contained in paragraph 2(a) above also shall be subject to such restrictions and the certificate or other instruments representing or evidencing such Shares or securities shall be legended and deposited with TCF Financial or otherwise restricted by the transfer agent in the manner provided in paragraph 4 above.

8. Effect of Merger.  In the case of any merger, consolidation, or combination of TCF Financial with or into another corporation or other business organization (other than a merger, consolidation, or combination in which TCF Financial is the continuing entity and which does not result in the outstanding shares of Common Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Committee may authorize the issuance or assumption of Benefits (as defined in the Program) as it may deem appropriate.

9. Effect of Change in Control.  Each of the events specified in the following clauses (a) through (c) of this paragraph 9 shall be deemed a “change in control” of TCF Financial (herein referred to as the “Company”):

(a) 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 the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities (for purposes of this clause (a), the term “beneficial owner” does not include any employee benefit plan maintained by the Company that invests in the Company’s voting securities); or

(b) During any period of two (2) consecutive years there shall cease to be a majority of the Company’s Board of Directors (the “Board”) comprised as follows: individuals who at the beginning of such period constitute the

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Board of new directors whose nomination for election by the Company’s stockholders 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

(c) The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets; provided, however, that no change in control will be deemed to have occurred until such merger, consolidation, sale or disposition of assets, or liquidation is subsequently consummated.

Subject to the six month holding requirement, if any, of Rule 16b-3 of the Securities and Exchange Commission but notwithstanding any other provision in this Program (including, but not limited to, paragraphs 2(b) and 4 of this Amended and Restated Agreement) in the event of a change in control of TCF Financial, all terms and conditions of this Amended and Restated Agreement shall be deemed satisfied, all the Shares awarded hereunder shall vest as of the date of such change in control and shall thereafter be administered as provided in paragraph 6 of this Amended and Restated Agreement.

10. Delivery and Registration of Shares of Common Stock.  TCF Financial’s obligation to deliver Shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, state, or local securities law or regulation.  It may be provided that any representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under such Securities Act or other securities law or regulation.  TCF Financial shall not be required to deliver any Shares under the Program prior to (i) the admission of such Shares to listing on any stock exchange on which the Common Stock may be listed, and (ii) the completion of such registration or other qualification of such Shares under state or federal law, rule, or regulation, as the Committee shall determine to be necessary or advisable.

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11. Program and Program Interpretations as Controlling.   The Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Program, which are controlling.  All determinations and interpretations of the Committee shall be binding and conclusive upon the Grantee or Xxxxxxx’s legal representatives with regard to any question arising hereunder or under the Program.

12. Grantee Service.  Nothing in this Amended and Restated Agreement shall limit the right of TCF Financial or any of its affiliates to terminate the Grantee’s service as a director, officer, or employee, or otherwise impose upon TCF Financial or any of its affiliates any obligation to employ or accept the services of the Grantee.

13. Grantee Acceptance.  The Grantee shall signify acceptance of the terms and conditions of this Amended and Restated Agreement by signing in the space provided below and signing the stock powers, as required under paragraph 4 above, and returning a signed copy hereof and of the stock powers to TCF Financial.

14. Section 409A of the Internal Revenue Code.  The arrangements described in this Amended and Restated Agreement are intended to comply with Section 409A of the Internal Revenue Code to the extent (if any) such arrangements are subject to that law.

15. Non-Competition and Non-Solicitation Obligations.  The Grantee acknowledges that Grantee is subject to certain non-competition, non-solicitation and other obligations (the “Obligations”) under separate contractual agreement(s) with TCF Financial or TCF National Bank.  Grantee affirms that this Amended and Restated Agreement and the Shares awarded hereunder constitute additional consideration for the Obligations, which Grantee hereby re-affirms as binding and enforceable obligations of the Grantee.

16. TARP Capital Purchase Program.  This Amended and Restated Agreement is intended to, and shall be interpreted, administered and construed to comply with the Emergency Economic Stabilization Act of 2008 and all U.S. Treasury Department regulations under its Troubled Assets Relief Program (“TARP”) Capital Purchase Program.  Grantee therefore agrees that, during the period the Treasury Department holds an equity or debt position in TCF Financial acquired under the TARP Capital Purchase Program : (i) any bonus or incentive compensation paid to Grantee is subject to recovery by TCF Financial, and Grantee will promptly repay any such amounts to TCF Financial, if the bonus or incentive compensation payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, (ii) no golden parachute payments (as defined in U.S. Treasury Department regulations) in excess of those permitted under U.S. Treasury Department regulations will be made to Grantee, (iii) to the extent that TCF Financial or the Compensation

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Committee of TCF Financial’s Board of Directors determines that any incentive compensation arrangements with Grantee must be revised so as to not encourage unnecessary or excessive risks to TCF Financial, Grantee and TCF Financial agree to negotiate and effect such changes promptly and in good faith, and (iv) Grantee agrees to the foregoing provisions of this section notwithstanding any contrary terms of any employment agreement, change in control agreement, bonus agreement, stock or option award agreement, or any other incentive or benefit plan, arrangement, policy or agreement of any nature whatsoever between Grantee and TCF Financial, and all such agreements, plans, arrangements and policies are hereby amended as necessary to give effect to the foregoing provisions of this section.  The foregoing provisions of this section shall cease to apply and will be of no force and effect if TCF Financial determines that Grantee is not, or is no longer, a senior executive officer of TCF Financial for purposes of the TARP Capital Purchase Program.

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IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK AMENDED AND RESTATED AGREEMENT to be executed as of the date first above written.

	TCF FINANCIAL CORPORATION
	By	/s/ Xxxxxxx X. Xxxxxx
		Secretary
		ACCEPTED:
		/s/ Xxxxxxx X. Xxxxxx
		Signature
		(Street Address)
		(City, State and Zip Code)

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