SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
Exhibit 10(r)
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
· Cash compensation for outside Directors (which may be deferred and invested in TCF Stock):
· Annual Retainer $25,000; Committee Chairs receive an additional $20,000 annual fee
· Board and Committee Meetings $1,000/meeting
· Inside Directors (Messrs. Cooper, Dahl, Jasper and Winslow) do not receive any compensation for their service as Directors.
· Stock Grant Program:
· Annually, outside Directors receive TCF Stock grants equal to $45,000. For Directors elected after a stock grant has been awarded, a pro-rata stock grant is awarded;
· The number of shares granted is determined by dividing $45,000 by the price of TCF Stock on the grant date;
· The stock grant vests annually, when the next grant is made;
· Dividends are paid on unvested shares at the same rate as regular dividends to TCF stockholders generally; and
· Unvested shares will vest if a change in control occurs.
· Directors Deferred Plan (for outside Directors):
· Fees and stock grants may be deferred until service on the Board ends;
· All deferred fees are invested in TCF Stock;
· Dividends (market rate) are accumulated and invested in TCF Stock; and
· Distributions for pre-2005 accounts are in installments or lump sum, as elected by the Director. For accounts accumulated in 2005 and after, all distributions are in a lump sum.
· TCF Matching Gift Program:
· TCF offers a matching gift program to supplement donations made by employees and Directors to charitable organizations of their choice up to a maximum of $10,000 annually.
· Indemnification rights are provided to Directors under TCF Financials Certificate of Incorporation and Bylaws, to the extent authorized under Delaware General Corporation Law and TCF maintains Directors and Officers Insurance.
· TCF pays for travel and other expenses of TCF Directors to attend Board meetings as a business expense.
· TCF typically holds one Board meeting per year (the Annual Board Retreat) at a remote location within or outside the United States and pays Directors travel and lodging expenses incurred in connection with the meeting, as well as those of the Directors spouses.