Compensation / Nominating / Corporate Governance Charter 

  

 Date: October 2002

 

Purposes

The Committee's purposes are as follows:

 

Compensation Matters

The Committee shall:

 

Discharge all of the Board's responsibilities relating to compensation and succession planning of TCF's executive officers

Produce an annual report on executive compensation for inclusion in the proxy statement in accordance with applicable rules and regulations

Exercise oversight of all TCF benefit plans

Supervise the company's compensation and pay practices generally

 

Director Nomination/Corporate Governance Matters

The Committee shall:

 

Identify individuals qualified to become board members and select and recommend that the board select the director nominees for the next annual meeting of shareholders or to fill vacancies, and

Develop and recommend to the board Corporate Governance Guidelines and exercise oversight relative to all of the matters covered by the Guidelines.

 

Qualification and Election of Committee Members and Chair, Procedures for the Committee

All members of the Committee must be independent directors, as determined pursuant to the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange and under such Corporate Governance Guidelines as the Board approves from time to time.

 

Members are elected by the Board annually in connection with the Annual Meeting of the Board.

 

Committee members may be removed in those circumstances in which the Bylaws provide for removal of a director.

 

A Committee member may resign at any time, in which case the Board may elect a new Committee member or may reduce the number of the Committee.

 

In addition to the members, meetings are regularly attended by the Chief Executive Officer ("CEO"), appropriate executive officer(s) and the Corporate Directors of Human Resources and Benefits.

 

The Committee meets four times a year, prior to full Board meetings, usually in January, April, July, and October. The Committee may have additional meetings and may meet by teleconference or in any other manner authorized in the Bylaws for Committees.

 

The Committee shall have a Chair, elected by the Board annually when the Committee is elected. The Chair shall preside over all meetings, or the Committee may designate an acting Chair in the Chair's absence.

 

Committee meetings shall follow an agenda distributed before the meeting, provided that with the approval of the Chair, additional agenda items may be added at the meetings.

 

The Committee may establish subcommittees from time to time and delegate to them such duties and authority as it approves.

 

At each Board meeting, the Chair of the Committee shall report to the Board on all actions taken by the Committee since its last meeting.

 

All other rules concerning quorum and voting and similar matters are governed by the Bylaws.

 

Duties, Goals and Responsibilities

Compensation Matters

 

The Committee shall:

 

Review and approve corporate goals and objectives relevant to compensation of the CEO, evaluate the CEO's performance in light of these goals and objectives, and set the CEO's compensation level based on this evaluation,

Adopt executive incentive compensation plans and equity-based plans, and

Exercise all specific delegated authority set forth in this charter.

 

Nominating and Corporate Governance

 

The Committee shall seek out nominees for new directors as vacancies become available using the following criteria:

 

A majority of directors must be independent, as determined by the Board under the Corporate Governance Guidelines;

Nominees shall possess expertise in general business matters and in such other areas (such as financial expertise, for directors expected to serve as Audit Committee members) as are relevant to Committees on which they are expected to serve, and

Nominees shall be individuals with the background, character, skills and expertise such that they will meaningfully contribute to the success of the company and its operations.

 

The Committee will also oversee the evaluation of the Board and management by annually submitting to the Board a report concerning:

 

Goals for the Committee for the upcoming year and

The evaluations by each of the Committees as to their performance in the prior year and the Committee's concurrence in or disagreement with such reports; and

Evaluation of the effectiveness of the Corporate Governance Guidelines and recommendations to the Board of changes the Committee deems appropriate.

 

Performance Evaluation

The Committee will annually evaluate its performance in light of its purposes, goals and duties. The evaluation will be retained with the minutes of the Committee and submitted to the Board along with other Committee evaluations.

 

Specific Compensation Matters

Full authority is delegated from the Board to the Committee to act on the following matters without board approval:

 

Approval of Affirmative Action Plans

Review of the overall adequacy, effectiveness and compliance of benefit programs

Review of pay plans to ensure that they are consistent with the Corporation's stated compensation philosophy

Review of the performance of executive officers of TCF Financial Corporation

Approval of long term and short term incentive plans and goals for executives and officers of TCF Financial Corporation

Approval of incentive awards and salary for TCF Financial executives and officers, and for any other incentives paid from TCF Financial Corporation

Approval of severance agreements and employment contracts (including change in control provisions) for executives and officers of TCF Financial Corporation, except that any employment contract or severance contract for the CEO shall be approved by the full board.

Approval of an annual summary of all executive perquisites

Supervision of the Administration of the Pension Plan and Stock share Plan

Approve amendments as needed (except where the Plan requires full board approval)

Selection of the trustee, funding agents, investment managers and other similar asset managers for the trust funds

Action as the Advisory Committee for the TCF Employees Stock Purchase Plan, directing the vote of shares for which participants in the Plan do not provide direction

Exercise of all other administrative and interpretive authority under the Plans

Exercise of all other responsibilities as provided in the Plans

Supervision of the Administration of the Deferred Compensation Plans/SERP/Incentive Stock Program

Approval of amendments as needed

Issuance of awards (stock options and restricted stock grants)

Exercise of all other administrative and interpretive authority under the Plan

Exercise of all other responsibilities as provided in the Plans

Supervision of the Administration of the Directors Plans

Approval of amendments as needed

Issuance of awards under the Directors Stock Program

Exercise of all other responsibilities as provided in the Plans

 

Authority is Delegated to the Committee to Review the Following Matters and to Recommend Proposals for Action by the Full Board:

 

Election of officers

Compensation and employment contracts for the CEO of TCF Financial Corporation, including change in control arrangements

Management Succession Plans for TCF Financial Corporation

 

Retention of Advisers

To the extent that the Committee evaluates director, CEO, or executive compensation, the Committee shall have sole authority to retain and terminate a consulting firm, including sole authority to approve the firm's fees and other retention terms.

 

In connection with seeking nominees for directors, the Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the firm's fees and other retention terms.