------------------------------------------------------------------------------- - Supplementing and Amending the Indenture Dated as of July 1, 1996 Between Winthrop Resources Corporation and Norwest Bank Minnesota, National Association...Indenture • May 21st, 1997 • TCF Financial Corp • Savings institution, federally chartered
ARTICLE 1Trust Agreement • March 29th, 2001 • TCF Financial Corp • National commercial banks • Minnesota
EXHIBIT 1 __________ SHARES OF COMMON STOCK TCF FINANCIAL CORPORATION PURCHASE AGREEMENTPurchase Agreement • May 23rd, 1997 • TCF Financial Corp • Savings institution, federally chartered • Minnesota
WARRANT AGREEMENT Dated as of December 15, 2009 among TCF FINANCIAL CORPORATION and COMPUTERSHARE, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant AgentWarrant Agreement • December 16th, 2009 • TCF Financial Corp • National commercial banks • New York
WARRANT AGREEMENT dated as of December 15, 2009 (this “Agreement”), among TCF Financial Corporation (the “Company”), Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (together with Computershare, the “Warrant Agent”).
3,199,988 Warrants TCF Financial Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2009 • TCF Financial Corp • National commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 3,199,988 warrants (the “Warrants”) of TCF Financial Corporation, a Delaware corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
TCF FINANCIAL CORPORATION COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2010 • TCF Financial Corp • National commercial banks • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with TCF Financial Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the common stock (par value $0.01 per share) of the Company (the “Common Stock”) with an aggregate offering price of up to $150 million, subject to an over-allotment option.
AMENDED AND RESTATED TRUST AGREEMENT among TCF FINANCIAL CORPORATION, as Depositor, WILMINGTON TRUST COMPANY, as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, THE ADMINISTRATIVE TRUSTEES NAMED HEREIN, and THE SEVERAL HOLDERS (AS...Trust Agreement • August 19th, 2008 • TCF Financial Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 19, 2008, among (i) TCF Financial Corporation, a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) James S. Broucek, an individual, and Christy A. Powers, an individual, each of whose address is c/o TCF Financial Corporation, 200 Lake Street East, Wayzata, Minnesota 55391-1693 (each, an “Administrative Trustee,” and, collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees, collectively, the “Trustees”) and (v) the several Holders, as hereinafter defined.
AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • March 30th, 1998 • TCF Financial Corp • Savings institution, federally chartered
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 2nd, 2018 • TCF Financial Corp • National commercial banks • Minnesota
THIS AGREEMENT, effective March 1, 2018, is made by and between TCF FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and [____________________________] (the “Executive”).
TCF EXECUTIVE OFFICER EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2007 • TCF Financial Corp • National commercial banks • Minnesota
THIS AGREEMENT, made and entered into as of January 1, 2008 between TCF FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and Neil Brown, President and Chief Operating Officer, (the “Executive”) as an amendment and restatement of the prior agreement dated January 1, 2006.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 6th, 1997 • TCF Financial Corp • Savings institution, federally chartered • Delaware
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 19th, 2007 • TCF Financial Corp • National commercial banks • Minnesota
THIS AGREEMENT made and entered into as of January 1, 2008 between TCF FINANCIAL CORPORATION, a Delaware Corporation (“TCF Financial” or the “Company”) and Neil Brown, President and Chief Operating Officer, (the “Executive”) as an amendment and restatement of the prior agreement dated January 1, 2006.
GUARANTEE AGREEMENT Between TCF FINANCIAL CORPORATION, as Guarantor, and WILMINGTON TRUST COMPANY, as Trustee, dated as of August 19, 2008Guarantee Agreement • August 19th, 2008 • TCF Financial Corp • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of August 19, 2008, is executed and delivered by TCF FINANCIAL CORPORATION, a Delaware corporation (the “Guarantor”), having its principal office at 200 Lake Street East, Wayzata, Minnesota 55391-1693, and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities and the Common Securities (each as defined herein and together, the “Securities”) of TCF CAPITAL I, a Delaware statutory trust (the “Issuer”).
AGREEMENT AND PLAN OF REORGANIZATION by and between TCF FINANCIAL CORPORATIONAgreement and Plan of Reorganization • March 21st, 1997 • TCF Financial Corp • Savings institution, federally chartered • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2015 • TCF Financial Corp • National commercial banks • Minnesota
THIS AGREEMENT (this “Agreement”) is made and entered into effective as of January 1, 2016 (the “Effective Date”), between TCF FINANCIAL CORPORATION, a Delaware corporation (the “Company”) and CRAIG R. DAHL (“Executive”).
RECITALSEmployment Agreement • March 31st, 1999 • TCF Financial Corp • Savings institution, federally chartered
STOCKHOLDER AGREEMENT THIS AGREEMENT is made and entered into as of February 28, 1997, by and among TCF FINANCIAL CORPORATION ("TCF"), a Delaware corporation, and John L. Morgan, a resident of the state of Minnesota (the "Stockholder"). WHEREAS, TCF...Stockholder Agreement • March 6th, 1997 • TCF Financial Corp • Savings institution, federally chartered • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2017 • TCF Financial Corp • National commercial banks • New York
to December 1, 2022 within 90 days of a “regulatory capital treatment event,” as described in the prospectus supplement, at a redemption price equal to $25,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends for prior dividend periods, without accumulation of any undeclared dividends. Neither the holders of Series C Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series C Preferred Stock.
TCF FINANCIAL 2015 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AND NON-SOLICITATION / CONFIDENTIALITY AGREEMENTTCF Financial Corp • April 28th, 2015 • National commercial banks • Delaware
Performance-Based Restricted Stock Units (“Performance Share Units” or “PSUs”) are hereby granted effective on the Award Date set forth above by TCF Financial Corporation (“TCF Financial” or the “Company”) to [Grantee] (the “Grantee”) (the “Award”).
SECOND AMENDMENT OF TRUST AGREEMENT FOR TCF FINANCIAL SENIOR OFFICERS DEFERRED COMPENSATION PLANTrust Agreement • August 8th, 2003 • TCF Financial Corp • National commercial banks
THIS AGREEMENT is made this 30th day of June, 2003 by and between TCF Financial Corporation, a Delaware corporation, (“TCF Financial”) and The First National Bank in Sioux Falls (the “Trustee”).
TCF FINANCIAL CORPORATION 6,000,000 DEPOSITARY SHARES, EACH REPRESENTING A 1/1,000TH INTEREST IN A SHARE OF SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTTCF Financial Corp • June 22nd, 2012 • National commercial banks • New York
TCF Financial Corporation, a Delaware corporation (the “Company”), proposes to issue, or cause to be issued, and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of depositary shares (the “Depositary Shares”) set forth in Schedule I hereto (the “Firm Shares”), each representing a 1/1,000th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share) (the “Preferred Stock”). The Company also proposes to issue and sell to the several Underwriters not more than the number of additional Depositary Shares set forth in Schedule I hereto (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Depositary Shares granted to the Underwriters in Section 2 h
AGREEMENT AND PLAN OF MERGER by and between TCF FINANCIAL CORPORATION and CHEMICAL FINANCIAL CORPORATION Dated as of January 27, 2019Agreement and Plan of Merger • January 28th, 2019 • TCF Financial Corp • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2019 (this “Agreement”), by and between TCF Financial Corporation, a Delaware corporation (“TCF”), and Chemical Financial Corporation, a Michigan corporation (“Chemical”; each of TCF and Chemical, a “Party” and collectively, the “Parties”).
TCF CAPITAL I UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2008 • TCF Financial Corp • National commercial banks • New York
TCF Capital I, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and TCF Financial Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), as depositor of the Trust and as guarantor under the Guarantee (as defined below), propose to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $100,000,000 aggregate liquidation amount of the Trust’s 10.75% Capital Securities, Series I, liquidation amount $25.00 per security (the “Underwritten Capital Securities”), and, at the option of the Underwriters, up to an additional 600,000 10.75% Capital Securities, Series I, liquidation amount $25.00 per security, of the Trust (the “Option Capital Securities”). The Underwritten Capital Securities and the Option Capital Securities are herein referred to collectively as the “Capital Securities” and each, a “Capital Security”). The Ca
TCF FINANCIAL 2015 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AWARD AND NON-SOLICITATION / CONFIDENTIALITY AGREEMENTTCF Financial Corp • April 28th, 2015 • National commercial banks • Delaware
Shares of Performance-Based Restricted Stock (“Restricted Stock”) are hereby granted effective on the Award Date set forth above by TCF Financial Corporation (“TCF Financial” or the “Company”) to [Grantee] (the “Grantee”) (the “Award”).
TCF FINANCIAL INCENTIVE STOCK PROGRAM NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 27th, 2011 • TCF Financial Corp • National commercial banks
This option is granted on July 31, 2008 by TCF Financial Corporation (“TCF Financial”) to Barry N. Winslow (the “Optionee”) in accordance with the following terms and conditions:
TCF FINANCIAL INCENTIVE STOCK PROGRAM RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 18th, 2009 • TCF Financial Corp • National commercial banks
Shares of Restricted Stock are hereby awarded effective December 14, 2009 by TCF Financial Corporation (“TCF Financial”) to (the “Grantee”), subject to the terms, conditions and restrictions set forth in this Restricted Stock Agreement (the “Agreement”):
TCF FINANCIAL 2015 OMNIBUS INCENTIVE PLANSolicitation and Confidentiality Agreement • May 3rd, 2019 • TCF Financial Corp • National commercial banks • Delaware
Shares of Restricted Stock (“Restricted Stock”) are hereby granted effective on the Award Date set forth above by TCF Financial Corporation (“TCF Financial” or the “Company”) to [Name] (the “Grantee”) (the “Award”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2019 • TCF Financial Corp • National commercial banks • Michigan
THIS AGREEMENT (this “Agreement”) is made and entered into effective as of January 27, 2019, between TCF FINANCIAL CORPORATION, a Delaware corporation (“TCF Financial”) and CRAIG R. DAHL (“Executive”).
TCF FINANCIAL INCENTIVE STOCK PROGRAM PERFORMANCE BASED RESTRICTED STOCK AGREEMENT AND NON-SOLICITATION / CONFIDENTIALITY AGREEMENTPerformance Based Restricted Stock Agreement • January 20th, 2012 • TCF Financial Corp • National commercial banks
Shares of Performance Based Restricted Stock are hereby awarded effective on January 17, 2012 by TCF Financial Corporation (“TCF Financial”) to an account in the trust hereinafter described in the name of William A. Cooper (the “Grantee”), in accordance with the following terms and conditions:
TCF FINANCIAL CORPORATION COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2011 • TCF Financial Corp • National commercial banks • New York
TCF Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of shares of its common stock, $0.01 par value per share, the “Common Stock”), set forth in Schedule I hereto (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than the number of additional shares of its Common Stock set forth in Schedule I hereto (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then th
EXHIBIT 10(d) TCF DIRECTORS DEFERRED COMPENSATION TRUST (a) This Agreement made effective as of the 1st day of October, 2000 by and between TCF Financial Corporation ("TCF Financial") and any subsidiary thereof whose directors are eligible for a plan...TCF Financial Corp • March 29th, 2001 • National commercial banks
CHANGE IN CONTROL AND NON-SOLICITATION AGREEMENTChange in Control and Non-Solicitation Agreement • October 19th, 2007 • TCF Financial Corp • National commercial banks • Minnesota
THIS AGREEMENT made and entered into as of January 1, 2008 between TCF FINANCIAL CORPORATION, a Delaware Corporation (“TCF Financial” or the “Company”) and Name (the “Executive”), Position Title, as an amendment and restatement of the prior agreement dated January 1, 2006.
TCF FINANCIAL INCENTIVE STOCK PROGRAM RESTRICTED STOCK AGREEMENT AND NON- SOLICITATION / CONFIDENTIALITY AGREEMENTRestricted Stock Agreement • January 25th, 2007 • TCF Financial Corp • National commercial banks
Shares of Restricted Stock are hereby awarded effective on January 22, 2007 by TCF Financial Corporation (“TCF Financial”) to (the “Grantee”), in accordance with the following terms and conditions:
TCF FINANCIAL INCENTIVE STOCK PROGRAM AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 23rd, 2009 • TCF Financial Corp • National commercial banks
WHEREAS, effective January 21, 2008, TCF Financial Corporation (“TCF Financial” or “Company”) awarded to (the “Grantee”) 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. (the “Agreement”), subject to the vesting requirements and other terms and conditions set forth in RS No , 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
DEPOSIT AGREEMENT between TCF FINANCIAL CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of June 25, 2012Deposit Agreement • June 25th, 2012 • TCF Financial Corp • National commercial banks • New York
