Exhibit 10(l)


 


01-24-05


 


 


TCF
FINANCIAL CORPORATION


 


TCF
FINANCIAL SENIOR OFFICER DEFERRED COMPENSATION PLAN


 


(As Amended and
Restated through January 24, 2005)


 


(Applicable only
to deferrals elected


for the calendar
years 2004 and earlier)


 





















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Deferral
  of Incentive Compensation, Salaries and Stock Awards.

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Committee.

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Deferred Compensation
  Accounts.

  	
  2

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Trust.

  	
  3

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Payment of Deferred
  Amounts.

  	
  4

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Emergency Payments.

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Method
  of Payments.

  	
  11

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Claims
  Procedures.

  	
  12

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Investment
  Elections by Employees; Deferred TCF Stock Awards.

  	
  14

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Termination or Amendment.

  	
  15

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  16

  
	
   

  	
   

  
	
  APPENDIX A RE: IRS
  NOTICE 2000-56

  	
  18

  
	
   

  	
   

  
	
  APPENDIX B
  DISTRIBUTION PROCEDURES

  	
  19

  
	
   

  	
   

  
	
  APPENDIX
  C FREEZING OF PLAN AND OTHER AMENDMENTS UNDER IRC § 409A

  	
  21

  



 


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TCF
FINANCIAL SENIOR OFFICERS DEFERRED COMPENSATION PLAN


(As
Amended and Restated through January 24, 2005)


 


(Applicable
only to amounts deferred in calendar years before 2005)


 


1.             Deferral of Incentive Compensation, Salaries and Stock Awards.


 


As provided in Appendix
C, effective for salaries and incentive compensation earned on or after January
1, 2005 and stock grants awarded after that date, no deferral elections shall
be allowed under section 1 of this Plan as a result of Internal Revenue Code §
409A (“IRC § 409A”).  Incentive
compensation earned in 2004 (but paid in 2005) and stock awards made and
deferred under this Plan prior to January 1, 2005 but which were not “earned
and vested” (as defined in regulations issued pursuant to IRC § 409A) on or
before December 31, 2004 shall remain under this Plan but subject to IRC §
409A, the election provisions of the next paragraph and section 5.m of this
Plan as added by Appendix C.  All amounts
which were earned and vested under this Plan as of December 31, 2004 are not
subject to IRC § 409A and instead remain subject to the Plan as in effect on
December 31, 2004 and as continued in this Plan restatement.


 


Notwithstanding
the foregoing, during the calendar year 2005 the Company may offer some or all
plan participants one or more elections, as the Company may determine in its
discretion, to cancel or revoke a deferral election previously made under this
section 1 and to have treated as current income in 2005 any amounts that were
not earned and vested as of December 31, 2004 as determined under IRC § 409A,
under such rules and procedures as the Company may determine for the elections
which are consistent with the requirements of IRC § 409A and regulations issued
thereunder.


 


2.             Committee. The Committee (the “Committee”) shall
consist of such members of the Compensation/Nominating/Corporate Governance
Committee of the Board of Directors of TCF Financial Corporation who qualify as
non-employee directors from time to time under Rule 16b-3 of the Securities and
Exchange Commission.  Full power and
authority to construe, interpret, and administer this Plan document shall be
vested in the Committee.  The Committee
shall have full power and authority to make each determination provided for in
this Plan document, and in this connection, to promulgate such rules and regulations
as the Committee considers necessary or appropriate for the implementation and
management of this Plan as are consistent with the terms of this Plan.  The Committee shall have authority to
designate officers of TCF Financial and to delegate authority to such officers
to receive documents which are required to be filed with the Committee, to
execute and provide directions to the Trustee and other administrators, and to
do such other actions as the Committee may specify on its behalf, and any such
actions undertaken by such officers shall be deemed to have the same authority
and effect as if done by the Committee itself. 
Notwithstanding anything in this Section 2 to the contrary, no action or
determination made or taken by any officer of TCF Financial on behalf of the
Committee, and no action or determination by the Committee affecting the amount
payable under this Plan to a participant or beneficiary, shall be entitled to
any deference by a reviewing court (i.e., judicial review of any such actions
or determinations shall be de novo).


 


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3.             Deferred Compensation Accounts.  Each Company shall establish on its books a
separate account (“Account”), including sub-accounts pursuant to Exhibit A
hereto and Section 10 hereof, for each of its Employees who becomes a
participant in this Plan, and each such Account shall be maintained as follows:


 


a.             Each
Account shall be credited with the Deferred Amounts elected by the Employee for
whom such Account is established as of the date on which such Deferred Amount
would otherwise have been paid to the Employee. 
Separate Accounts will be maintained for any Deferred Amounts that are
payable at different times or in different forms than other Deferred Amounts.


 


b.             Within
30 days after the date on which Deferred Amounts are credited to an Employee’s
Account, they shall have been deemed to have been invested in such investments
as shall be permitted by the Committee and as the Employee shall direct, except
that Deferred Amounts pertaining to TCF Stock awards shall always be deemed to
be invested in TCF Stock unless they are deemed to have been sold pursuant to a
Change in Control Diversification Election. 
Any investment direction by an Employee shall be consistent with Section
10 and Exhibit A and shall be irrevocable with respect to the calendar year to
which it applies, unless the Committee allows additional elections.  While an Employee’s Account is deemed to be
so invested, it shall be credited with all interest, dividends (whether in
stock, cash, or other property), stock splits, or other property that would
have been received if the Deferred Amounts had actually been so invested,
except if an Employee has elected not to defer dividends.  All cash deemed to have been received with
respect to investments deemed to have been made for an Employee’s Account shall
be deemed to be reinvested in such investments as the Employee shall direct as
of a date selected by the Committee, which date shall be not more than 30 days
after receipt of such direction, and the balance credited to an Employee’s
Account as of any date shall be equal to the fair market value of the
investments deemed to have been made for such Account as of such date.  Starting with Deferred Amounts elected for
the year 2000 and after Accounts for each Employee shall be separately
maintained on a calendar year basis, with each year’s account (the “Class Year
Account”) reflecting only the Deferred Amounts of compensation earned in that
year and the investments in which the Deferred Amounts are deemed to be
invested.  All Deferred Amounts elected
before the year 2000, including deferrals of TCF Stock awards made before that
date, and the investments in which they are deemed to be invested from time to
time, shall be aggregated and maintained as a “Pre-2000 Account.”


 


c.             Although
the value of an Employee’s Account is to be measured by the value of and income
from certain deemed investments, the Companies need not actually make such
investments.  The value of and income
from such investments are merely a measuring device to determine the payments
to be made to each Employee hereunder. 
Each Employee, and each other recipient of an Employee’s Deferred
Amounts pursuant to Section 7, shall be and remain an unsecured general
creditor of the Company by which he is employed with respect to any payments
due and owing to such Employee hereunder. 
If a Company should from time to time, in its discretion, actually
purchase the investments deemed to have been made for an Employee’s Account,
either directly or through the trust described in Section 4, such investments
shall be solely for the


 


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Company’s or such trust’s own account, and the
Employees shall have no right, title or interest therein.


 


d.             Sub-accounts
shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.


 


e.             Notwithstanding
the provisions of Exhibit A and Section 10, in the event of a Change in Control
in which TCF Stock is exchanged for shares of a successor company, or for cash,
securities or other property, such that TCF Stock is no longer outstanding,
each Employee may make a one-time diversification election prior to the closing
of the Change in Control to have the assets then deemed to be held in the
Employee’s TCF Stock Account deemed to have been sold in an orderly liquidation
after the closing and the proceeds deemed to have been reinvested in such
investments as the Employee shall elect. 
If the Employee does not make such a diversification election, the
shares of TCF Stock that were deemed to have been allocated to the Employee’s
account upon the closing shall be deemed to have been exchanged for the same
consideration in the Change in Control as shares of TCF Stock generally receive
in the Change in Control.  Any portion of
such consideration consisting of securities of a successor company will be
allocated to the TCF Stock Account and thereafter will  be subject to the same restrictions on deemed
sales as applied to TCF Stock prior to the Change in Control.  Any portion of such consideration consisting
of assets other than securities of a successor company will be allocated to the
Employee’s Diversified Account.


 


f.              An
Employee’s right to direct the deemed investments of the Employee’s Account
shall continue during any period of distribution subsequent to the Employee’s
termination of employment in the same manner as if the Employee had continued
as an active Employee, although the Committee may, in its discretion, add
additional registered mutual funds or collective or common trust funds as
permissible deemed investments only for the Accounts of terminated Employees if
the Committee deems such funds to be particularly appropriate or suitable for
such Accounts.


 


g.             Sub-Accounts
shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.


 


4.             Trust.  TCF Financial has established a trust (of the
type commonly known as a “rabbi trust”) to aid in the accumulation of assets
for payment of Deferred Amounts.  The
trust provides for separate accounts in the name of each Employee who has
elected a Deferred Amount.   Each Company
shall contribute to the trust such amounts as are necessary to keep the
separate accounts maintained for that Company’s Employees sufficient at all
times to pay in full all benefits payable under the Plan with respect to such
Company’s Employees, including, without limitation, any liquidated damages
payable to such Company’s Employees 
pursuant to Section 9.f.  In
addition:


 


a.             TCF
Financial may, in its sole discretion, require the Companies to contribute
additional amounts, which TCF Financial may direct the Trustee not to credit to
an account for any Employee, but instead to a general account for the payment
of Plan expenses; and


 


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b.             within
ten (10) business days following the occurrence of a Change in Control, the
Companies shall contribute an amount equal to 300% of the aggregate expenses
incurred by the Companies and the Trustee in administering the Plan and the
trust described in this Section 4 during the last full calendar year
immediately preceding the occurrence of the Change in Control, which amount
shall also be credited to a general account for the payment of Plan
expenses.  If the aggregate expenses that
were incurred by the Companies and the Trustee in administering the Plan and
the trust during the last full calendar year immediately preceding the
occurrence of the Change in Control cannot be determined with reasonable
certainty prior to the date on which this contribution is due, the amount of
the contribution shall be $150,000.


 


The assets of the
trust shall be invested in accordance with the provisions of the agreement or
agreements pursuant to which the trust is maintained, which agreement(s) shall
be consistent with the terms of this Plan. 
The trustee of the trust (“Trustee”) shall be a corporate trustee
independent of the Companies.  The trust
assets shall remain subject to the claims of the Companies’ general creditors.


 


5.             Payment of Deferred Amounts.


 


a.             Deferrals
On or After January 1, 2000 (“Class Year Accounts”).  For Deferred Amounts of compensation earned
on or after January 1, 2000 and of TCF Stock awards made on or after that date,
at the same time as the Employee elects the Deferred Amounts for a calendar
year, or for a TCF Stock Award, the Employee shall also elect the timing and
form of distribution of such Deferred Amounts for that year, or for the TCF
Stock award, from among the following options:


 


(I)            Upon
a Date Certain.  As to Deferred
Amounts other than TCF Stock awards, the Employee may designate the
distribution to be either a lump sum or annual installments (but no fewer than
two and no more than 15) to be paid or to commence on a date in a year
designated by the Employee (“Date Certain”) either before or after employment
termination but in no event sooner than two calendar years after the calendar
year when the Deferred Amount was earned, subject to the Committee’s
designation of a uniform month and day for each year.  For all Deferred Amounts, the Employee may
designate the distribution to be either a lump sum or annual installments (but
no fewer than two and no more than 15) to be paid on or to commence on such
Date Certain.  Any distribution in annual
installments shall commence 30 days after the Date Certain with succeeding
installments paid thereafter on the date designated by the Committee in each
subsequent year.  Each installment shall
consist of the balance of the Employee’s account at the end of the previous
calendar year, multiplied by a fraction, the numerator of which is 1 and the
denominator of which is the number of installments remaining to be paid.  Distributions of amounts credited to the
Employee’s TCF Stock account shall be made in whole shares of TCF Stock
(disregarding any shares in suspense or unvested as of the end of the calendar
year).  Distributions of amounts credited
to the Employee’s Diversified Account shall be made in cash.  Distributions shall be charged first to any
available cash that is deemed to be held in the Employee’s Account and, to the
extent such cash


 


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is not sufficient to cover the distribution, pro rata
to the TCF Stock Account and the Diversified Account (by liquidating pro rata
portions of each deemed investment in the Diversified Account).


 


(II)           Upon
Disability.  The Employee may
designate an alternative distribution in the event of Disability, as defined in
this Plan, in the form of either a lump sum or annual installments (but no
fewer than two and no more than 15) to be paid or to commence 30 days after
such Disability occurs.  The
determination of payments and installments, including the distribution of only
whole shares of TCF Stock with respect to amounts credited to the TCF Stock account,
shall be the same as under the preceding paragraph (I).


 


(III)         Upon
Other Termination of Employment, Including Retirement and Death.  The Employee may designate an alternative
distribution in the event of a termination of employment, including retirement,
in the form of either a lump sum or annual installments (but no fewer than two
and no more than 15) to be paid or to commence 30 days after such termination
of employment occurs.  The determination
of payments and installments, including the distribution of only whole shares
of TCF Stock with respect to amounts credited to the TCF Stock account, shall
be the same as under the preceding paragraph (I).


 


(IV)         Upon
a Change in Control.  The Employee
may designate an alternative distribution in the event of a Change in Control
(as defined in Section 5.j.) in the form of either a lump sum or annual
installments (but no fewer than two and no more than 15) to be paid or, in the
case of annual installments, to commence 30 days after the one year anniversary
of the closing of such Change in Control. 
The determination of payments and installments, including the
distribution of only whole shares of TCF Stock from the TCF Stock account,
shall be the same as under the preceding paragraph (I).


 


b.             Pre-2000
Account.  Not later than 30 days
after an Employee’s “Distribution Event” (as defined herein), the Trustee shall
commence distribution of the amounts credited to such Employee’s Pre-2000
Account.  Notwithstanding the foregoing
sentence, if an Employee’s distribution requires Committee action then the commencement
of distributions shall occur not later than 30 days after such Committee action
or, if later, after the Employee’s Distribution Event.  Provided, that the Committee shall take any
action required of it no later than its next regularly scheduled meeting after
the Employee’s Distribution Event.  An
Employee’s “Distribution Event” is the first to occur of the following: (i)
termination of employment; (ii) disability or (iii) the date one year after a
Change in Control (as defined herein). 
Commencing within such 30 day period, the balance credited to the
Employee’s Account shall be paid as follows.


 


15-Year Payment Schedule
Subject to Acceleration by Committee.  For distributions not subject to Section
5.c., d., or k., payment of the Employee’s Pre-2000 Account shall be in fifteen
annual installments unless the Committee approves a different schedule or the
Employee’s account is subject to the last paragraph of this Section 5.b.  The Committee may determine on a case by case
basis to approve a different payment


 


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schedule for an Employee after taking into account
whether the Employee has executed or will execute a non-competition agreement
in form and scope reasonably acceptable to the Committee.  The Committee may also consider such other
factors as the Committee considers appropriate in each case.  Any alternative payment schedule the
Committee approves under this Section 5.b. may be in the form of installments over
such period as the Committee selects, in the form of a lump sum, or any
combination of installments and lump sum payments.  For distributions from the Accounts of
Employees who did not consent to the terms of this Section 5.b., the balance in
the Account shall be paid as provided at the end of this section.


 


(I)            The
first payment under Section 5.b. shall be paid on a date the Committee selects
which is no later than 30 days after the Committee’s direction as to the form
and timing of distributions is made or, if later, 30 days after the Employee’s
Distribution Event.  If no date is
selected, the first payment shall be on the date that is the later of 30 days
after the Committee’s action or 30 days after the Employee’s Distribution
Event.  Succeeding installments (if any)
shall be paid on January 31 of each calendar year following the calendar year
in which the first payment was made.


 


(II)           Each
payment shall be made in cash or in kind as the Committee, in its discretion,
shall determine except that distributions of amounts credited to an Employee’s
TCF Stock Account shall be distributed in the form of TCF Stock.  If the Committee makes no instruction,
distributions of amounts credited to an Employee’s Account that are deemed to
be invested in assets other than TCF Stock shall be distributed in the form of
cash.  Annual installments are intended
to be substantially equal in value.  To
that end, each annual distribution shall be determined as follows.  The amount credited to Employee’s Account, as
reported on the latest available account statement, shall be multiplied by a
fraction, the numerator of which is one and the denominator of which is the
number if installments remaining to be paid, including the current
installment.  The value of any portion of
the account distributed in cash shall be equal to the cash that would have been
received if the assets in which the Account was deemed to have been invested
had been liquidated on the latest practicable date prior to the distribution
date.


 


(III)         Notwithstanding
the foregoing subparagraph (I), an Employee who has terminated employment and
commenced receiving payments may elect each year to have the payment otherwise
due on January 31 of the next succeeding year paid as monthly installments
instead, with each payment made on the last day of each month.  Any such election shall be made in writing
and delivered to the Committee on or before December 1 prior to any year for
which it is to be effective.  Such
election may also indicate the assets to be deemed to have been liquidated in
connection with each monthly payment (subject to the requirement that
distributions of amounts credited to an Employee’s TCF Stock Account must be
distributed in the form of whole shares of TCF Stock).  The amount of each monthly payment shall be
equal to the amount that would otherwise be paid in one payment in January,
divided by 12.  Any assets that must be
deemed to have


 


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been liquidated in order to pay monthly benefits shall
be deemed to have been liquidated on the last practicable date prior to the
installment’s payment date.  In no event
shall this subparagraph be construed as allowing the executive to lengthen or
shorten the number of years over which his or her benefits will be paid; the
election herein pertains only to timing of payments within a year.


 


Pre-2000 Account: Lump
Sum Payment.  For an
Employee’s Pre-2000 Account, distributions to Employees who did not consent to
the foregoing terms of Section 5.b. at the time such provisions were added to
the Plan in 1996, shall occur on or about the 30th day after the Employee’s
Distribution Event.  Distribution shall
consist of a single lump sum equal to the total value of the Employee’s
Pre-2000 Account, unless the termination of employment was due to retirement or
disability (as defined herein), in which case the distribution shall be in five
annual installments.  However, the
Committee shall reduce the number of the installments if necessary to provide
for annual payments of at least $15,000. 
In addition, if the value of the Employee’s Account is less than $15,000
as of any annual installment payment date, the Account shall be paid in full as
of such installment payment date. 
Distributions shall be in the form of cash, except that any portion of
the Account that is deemed to be invested in TCF Stock shall be distributed in
the form of whole shares of TCF Stock. 
The value of any portion of the account distributed in cash shall be
equal to the cash that would have been received if the assets in which such
portion of the Account was deemed to be invested had been liquidated by the
Trustee on the latest practicable date prior to the distribution date.


 


c.             Overriding
Lump Sum Distribution in Exchange for Non-Competition Covenant or Reduction in
Account Balance.  Effective on and
after September 30, 1998, each Employee who so elects in accordance with this
paragraph c. and who has had a Distribution Event shall be entitled to elect to
receive a lump sum form of distribution of either the Pre-2000 Account or any
Class Year Account.  A lump sum
distribution shall consist of a single distribution of the entire value of the
Employee’s Pre-2000 or Class Year Account (unless the Employee elects to apply
the election to only the portion of the Account that is deemed to be invested
in TCF Stock or to only the portion of the Account that is deemed to be
invested in assets other than TCF Stock) on or about 30 days after the later of
the Employee’s Distribution Event or the date on which the Employee’s election
is filed with TCF Financial.  The
distribution shall be in the form of cash, except that any portion of the
Employee’s Account that is deemed to be invested in TCF Stock shall be
distributed in the form of whole shares of TCF Stock.  The value of any portion of the Account
distributed in cash shall be equal to the cash that would have been received if
the assets in which such portion of the Account was deemed to be invested had
been liquidated by the Trustee on the latest practicable date prior to the
distribution date.  An Employee’s election
under this paragraph c. may occur at any time prior to or after the
commencement of distributions to such Employee. 
If distributions have already commenced, such election shall apply only
to the balance of the Employee’s Account at the time of the election.  The election shall be made on such form as
TCF Financial reasonably requires and shall be accompanied by whichever of the
following the Employee elects to provide: (a) a noncompetition agreement having
a value as of the Committee’s action date, equal to at least 10% of the
then-current value of the Employee’s Account; (b) the Employee’s written
acceptance of a reduction by 10% in the


 


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Employee’s Account; or (c) the Employee’s written
acceptance of a reduction by less than 10% in the Employee’s Account and a
non-competition agreement having a value as of the Committee’s action date
equal to at least the difference between 10% of the then-current value of the
Employee’s Account and the reduction accepted in writing by the Employee.


 


d.             Change
in Control Distribution.  In the
event of a Change in Control (as defined in this Plan) all Pre-2000 Accounts in
the Plan will be distributed to all Employees. 
If the Employee’s Pre-2000 Account is subject to Section 5.b.,
distribution will be in the form required by Section 5.b.  If the Employee elects to have Section 5.c.
apply to the  Pre-2000 Account, however,
then distribution will be in the form of a lump sum.  Any election to apply Section 5.c. to an Account
in connection with a Change in Control shall meet the requirements of Section
5.c.  The first payment, or the lump sum
payment, whichever applies, of a Pre-2000 Account shall occur on or about 30
days after the earlier of (i) the date one year after the Change in Control, or
(ii) the date of the Employee’s termination of employment or disability.  Any shares of TCF Stock (or securities of a
successor company exchanged for TCF Stock) that are deemed to be held in the
TCF Stock Account shall be distributed in the form of investment in which they
are then deemed to be held.  The value of
any distribution from the Diversified Account distributed in cash shall be
equal to the cash that would have been received if the assets in which the
Diversified Account was deemed to be invested had been liquidated by the
Trustee on the latest practicable date prior to the distribution date.
Notwithstanding anything in this Section 5.d. to the contrary, if at least
twelve months prior to the earlier of: (A) the date on which a Change in
Control occurs; or (B) the date on which a definitive agreement pursuant to
which a Change in Control occurs is signed by all parties, an Employee files a
written election with the Committee to have his or her Pre-2000 Account in the
Plan distributed on a Date Certain in accordance with rules substantially
similar to those described in Section 5.a.(I) or upon termination of employment
in accordance with rules substantially similar to those described in Section
5.a.(III), the Employee’s Pre-2000 Account shall be distributed in accordance
with the Employee’s last timely written election to that effect and not in
accordance with the default rules of this Section 5.d.  Notwithstanding anything in this Section 5.d.
to the contrary, if at least twelve months prior to a Change in Control an
Employee files a written election with the Committee to have his or her
Pre-2000 Account in the Plan distributed on a Date Certain in accordance with
rules substantially similar to those described in Section 5.a.(I) or upon
termination of employment in accordance with rules substantially similar to
those described in Section 5.a(III), the Employee’s Pre-2000 Account shall be
distributed in accordance with the Employee’s last timely written election to
that effect and not in accordance with the default rules of this Section
5.d.  In the event of a Change in
Control, all Class Year Accounts of an Employee shall be distributed to the
Employee if he or she so elected, at the time and in the manner elected under
Section 5.a. at the time the Class Year Account was deferred.  If the Employee subsequently elects to have
Section 5.c. apply to the Class Year Account, however, then distribution shall
be in the form of a lump sum.


 


e.             For
purposes of this section, an Employee’s employment is considered to terminate
as of the date which is the later of (i) Employee’s last date of service for
the


 


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Company, or (ii) the last date on which there is an
employment relationship between the Employee and a Company.


 


f.              For
purposes of this section, an Employee is disabled as of the date the Employee
is eligible for payments under the long term disability plan of a Company.


 


g.             In
the event installment payments commence and any installments are unpaid at the
time of Employee’s death, the payments shall be made at the times and in such
amounts as if Employee were living to the persons specified in Section 7.a.


 


h.             For
purposes of this section, an Employee’s termination of employment is a retirement
if so determined by the Committee under all the facts and circumstances.


 


i.              For
purposes of this Section 5, the value of a non-competition agreement shall be
determined in all cases on the basis of an independent appraisal, unless such
an appraisal is deemed unnecessary by both the Committee and the Employee.


 


j.              For
purposes of this Plan, a Change in Control shall be deemed to have occurred if
(i) 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 TCF Financial representing fifty percent (50%) or more of  the combined voting power of TCF Financial’s
then outstanding securities (for purposes of this clause (i), the term “beneficial
owner” does not include any employee benefit plan maintained by TCF Financial
that invests in TCF Financial’s voting securities); or (ii) during any period
of two (2) consecutive years there shall cease to be a majority of the Board
comprised as follows:  individuals who at
the beginning of such period constitute the Board or new directors whose
nomination for election by the company’s shareholders 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 (iii) the shareholders of TCF Financial
approve a merger or consolidation of TCF Financial with any other corporation,
other than a merger or consolidation which would result in the voting
securities of TCF Financial outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least fifty percent (50%) of the
combined voting power of the voting securities of TCF Financial or such
surviving entity outstanding immediately after such merger or consolidation, or
the shareholders of TCF Financial approve a plan of complete liquidation of TCF
Financial or an agreement for the sale or disposition by TCF Financial of all
or substantially all TCF Financial’s assets; provided, however, that no Change
in Control will be deemed to have occurred if such merger, consolidation, sale
or disposition of assets, or liquidation is not subsequently consummated.  The date of a Change in Control, for purposes
of this Plan, is the date on which the Change in Control is consummated.


 


k.             Notwithstanding
any other provision of this Section 5 or any payment schedule approved by the
Committee pursuant to this Section 5 and regardless of whether payments have
commenced under this Section 5, in the event that the Internal Revenue


 


9





















 


Service should finally determine with respect to an
Employee who has terminated employment with a Company that part or all of the
value of the Employee’s Deferred Amounts or Plan Account which has not actually
been distributed to the Employee, or that part or all of a separate account
that has been established for the Employee under a trust described in Section
4, is nevertheless required to be included in the Employee’s gross income for
federal and/or State income tax purposes, then the Deferred Amounts or the
Account or the part thereof that was determined to be includible in gross
income shall be distributed to the Employee in a lump sum as soon as
practicable after such determination without any action or approval by the
Committee.  A “final determination” of
the Internal Revenue Service for purposes of this Section 5.k. is a
determination in writing by said Service ordering the payment of additional
tax, reporting of additional gross income or otherwise requiring Plan amounts
to be included in gross income, which is not appealable or which the Employee
does not appeal within the time prescribed for appeals.


 


l.              Effective
for distributions commencing on or after May 16, 2001, an Eligible Employee may
elect to have benefits due under this Plan distributed in any one of the forms
allowed by the Plan, provided that the election is in writing and is executed
and delivered to TCF Financial or to its Corporate Secretary (or designee) on
behalf of TCF Financial, prior to the Employee’s termination of employment and
no later than one year (365 days) before such Employee’s distribution event.


 


m.            Notwithstanding
the foregoing, with respect to any amounts deferred by Participants under the
Plan on or before December 31, 2004, but which were not earned and vested (as
defined under IRC § 409A) on that date, such amounts shall be separately
accounted for under the Plan and shall be distributed to the Participant in a
lump sum form of distribution no sooner than six months after the earliest to
occur of the following: such Participant’s termination of employment, financial
emergency (as defined in IRC § 409A), disability or death, previously-elected
date certain, the termination of the Plan (to the extent IRC § 409A permits
distributions on Plan termination), change in control (to the extent IRC § 409A
permits distributions upon a change in control) or any other distribution event
under the Plan which is a permitted distribution event under IRC § 409A.


 


6.             Emergency Payments.  In the event of an “unforeseeable emergency”
as determined hereafter, the Committee may determine the amounts payable under
Section 5 hereof and pay all or a part of such amounts without regard to the
payment dates provided in Section 5 to the extent the Committee determines that
such action is necessary in light of immediate and heavy needs of the Employee
(or his beneficiary) occasioned by severe financial hardship.  For the purposes of this Section 6, an “unforeseeable
emergency” is a severe financial hardship to the Employee resulting from a
sudden and unexpected illness or accident of the Employee or beneficiary, or of
a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986,
as amended) of the Employee or beneficiary, loss of the Employee’s or
beneficiary’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Employee or beneficiary.  Payments
shall not be made pursuant to this Section 6 to the extent that such hardship
is or may be relieved: (a) through reimbursement or compensation by insurance
or otherwise, (b) by liquidation of the Employee’s


 


10





















 


or beneficiary’s assets,
to the extent the liquidation of such assets would not itself cause severe
financial hardship, or (c) by cessation of the Employee’s deferrals under the
Plan.  Such action shall be taken only if
Employee (or Employee’s legal representatives or successors) signs an
application describing fully the circumstances which are deemed to justify the
payment, together with an estimate of the amounts necessary to prevent such
hardship, which application shall be approved by the Committee after making
such inquiries as the Committee deems necessary or appropriate.


 


7.             Method of Payments.


 


a.             In
the event of Employee’s death, payments shall be made to the persons (including
a trustee or trustees) named in the last written instrument signed by Employee
and received by the Committee prior to Employee’s death, or if Employee fails
to so name any person, the amounts shall be paid to Employee’s estate or the
appropriate distributee thereof.  The
Committee, the Companies, and the Trustee shall be fully protected in making
any payments due hereunder in accordance with what the Committee believes to be
such last written instrument received by it.


 


b.             Payments
due to a legally incompetent person may be made in such of the following ways
as the Committee shall determine:


 


i.              directly
to such incompetent person,


 


ii.             to
the legal representative of such incompetent person, or


 


iii.            to
some near relative of the incompetent person to be used for the latter’s
benefit.


 


c.             Except
as otherwise provided in Sections 7.a. and b., all payments to persons entitled
to benefits hereunder shall be made to such persons in person or upon their
personal receipt or endorsement, and shall not be grantable, transferable, or
otherwise assignable in anticipation of payment thereof, in whole or in part,
by the voluntary or involuntary acts of any such persons, or by operation of
law, and shall not be pledged, encumbered, or otherwise liable or taken for any
obligation of such person.


 


d.             All
payments to persons entitled to benefits hereunder shall be made out of the
general assets, and shall be the sole obligations, of the Company(ies) by which
the Eligible Employee was employed, except to the extent that such payments are
made out of the trust described in Section 4.


 


e.             Unless
commenced earlier at the direction of the Committee or suspended due to a Company’s
Insolvency, payments from the trust described in Section 4 shall be commenced
by the Trustee (without the need for further instructions from the Committee)
in accordance with the most recent payment instructions provided by the
Committee after the Trustee (i) acquires actual knowledge of the occurrence of
an event that requires payment to commence (a “payment event”), (ii) is
notified by the Committee that a payment event has occurred, (iii) determines
(in the absence of actual knowledge and any notice from the Committee) that a
Change in Control has occurred as


 


11





















 


defined in Section 5.j. of this Plan, or (iv) in the
case of a participant’s termination of employment, is notified in writing by
the participant that the participant’s termination of employment has
occurred.  The Trustee shall make a
determination with respect to whether a Change in Control has occurred if the
Trustee receives notice that a Change in Control may have occurred from any
source other than the Committee. 
Promptly after receiving such notice of a possible Change in Control,
the Trustee shall request from the Committee all information relevant to the
Trustee’s determination.  If the
Committee fails to provide information sufficient to demonstrate the absence of
a Change in Control within 30 days after the Trustee’s request, and the other
information received by the Trustee indicates that a Change in Control has
occurred, the Trustee shall commence payment of accounts (that are not payable
earlier) in the manner required upon the occurrence of a Change in Control.


 


f.              Payments
made by the Trustee from an account established for a participant shall be
debited against such account and shall cease when the balance credited to the
account has been reduced to zero or if earlier, when the Trustee determines,
based upon its review of the records of the Plan, that payment of any
additional amounts from the participant’s account will result in the payment of
benefits in excess of those required under the Plan.  The Trustee shall have no obligation to
perform such a review and consider such a determination until after (i) the
Committee notifies the Trustee and the participant (or, if the participant has died,
the participant’s beneficiary) of the potential excess payment, (ii) the
Trustee has been provided with all Plan records that may be reasonably required
by the Trustee to make its determination, and (iii) the participant (or
beneficiary) has had a reasonable time (not less than 30 days) to respond.  Pending its determination, the Trustee shall
continue payment of the affected account(s) in accordance with the applicable
payment instructions.


 


8.             Claims Procedures.


 


a.             If
a claim for benefits made by any person (the “Applicant”) is denied, the
Committee shall furnish to the Applicant within 90 days after its receipt of
such claim (or within 180 days after such receipt if special circumstances
require an extension of time) a written notice which: (i) specifies the reasons
for the denial, (ii) refers to the pertinent provisions of the Plan on which
the denial is based, (iii) describes any additional material or information
necessary for the perfection of the claim and explains why such material or
information is necessary, and (iv) explains the claim review procedures.


 


b.             Upon
the written request of the Applicant submitted within 60 days after his receipt
of such written notice, the Committee shall afford the Applicant a full and
fair review of the decision denying the claim and, if so requested: (i) permit
the Applicant to review any documents which are pertinent to the claim, (ii)
permit the Applicant to submit to the Committee issues and comments in writing,
and (iii) afford the Applicant an opportunity to meet with a quorum of the
Committee as a part of the review procedure.


 


c.             Within
60 days after its receipt of a request for review (or within 120 days after
such receipt if special circumstances, such as the need to hold a hearing,
require an


 


12





















 


extension of time) the Committee shall notify the
Applicant in writing of its decision and the reasons for its decision and shall
refer the Applicant to the provisions of the Plan which form the basis for its
decision.


 


9.             Miscellaneous.


 


a.             Except
as limited by Section 7.c. and except that an Employee shall have a continuing
power to designate a new recipient in the event of Employee’s death at any time
prior to such death without the consent or approval of any person theretofore
named as Employee’s recipient by an instrument meeting the requirements of
Section 7.a., this document shall be binding upon and inure to the benefit of
each Company, the Employees, their legal representatives, successors and
assigns, and all persons entitled to benefits hereunder.


 


b.             Any
notice given in connection with this document shall be in writing and shall be
delivered in person or by registered mail or overnight delivery service, return
receipt requested.  Any notice given by
registered mail or overnight delivery service shall be deemed to have been
given upon the date of delivery indicated on the return receipt, if correctly
addressed.


 


c.             Nothing
in this document shall interfere with the rights of any Employee to participate
or share in any profit sharing or pension plan which is now in force or which
may at some future time become a recognized plan of any Company.


 


d.             Nothing
in this document shall be construed as an employment agreement nor as in any
way impairing the right of any Company to terminate an Employee’s employment at
will.


 


e.             This
Plan constitutes a mere promise by the Companies to make benefit payments in
the future, and it is intended to be unfunded for tax purposes and for the
purposes of Title I of ERISA.  The rights
of an Employee or beneficiary to receive benefit payments hereunder are solely
those of an unsecured general creditor.


 


f.              Amounts
that are paid more than 30 days after the later of the date on which they are
due according to the terms of this Plan or the date on which a written claim
for such amounts is received by the Committee shall incur interest at the rate
of fifteen percent per annum (eighteen percent per annum if the payment occurs
after a Change in Control) from date as of which payment was due.  In addition, if all or any portion of the
distribution is payable in the form of TCF Financial stock, and the value of
such stock at the time of distribution is less than its value on the the date
as of which payment was due, the payee shall be entitled to liquidated damages
equal to 100% (120% if the payment occurs after a Change in Control) of the
aggregate difference in value between the value of the distributed shares on
the date their distribution was due (without regard to the 30-day grace period)
and the value of the distributed shares on the actual date of distribution.


 


13





















 


g.             Any
costs or attorneys’ fees incurred by a participant or beneficiary in connection
with the collection of benefits that were not timely paid under this Plan shall
be reimbursed by the Companies.


 


h.             Notwithstanding
anything in this Plan to the contrary, effective January 1, 2003, if the
beneficiary of a participant is not the participant’s spouse, the payment to
that beneficiary shall be made in the form of an immediate lump sum
distribution of the entire portion of the participant’s account payable to that
beneficiary, without regard to any outstanding installment payment election.


 


10.          Investment Elections by
Employees; Deferred TCF Stock Awards.


 


a.             Employees
may elect to have investments that have been deemed to have been made in their
Deferred Compensation Accounts under Section 3 or 4 deemed to have been
liquidated and reinvested as directed, provided that any investment
election shall be exercised in writing by the Employee and approved by the
Committee or its approved representative under such terms and conditions as the
Committee deems appropriate (Exhibit A to this Plan), and further provided,
that on and after September 30, 1998 any deemed investments in TCF Stock shall
be subject to paragraph b of this Section 10.


 


b.             If
an Employee directs or retains any deemed investment in shares of TCF Stock on
or after September 30, 1998, or defers an award of TCF Stock, the Employee’s
Account shall include a TCF Stock Account which shall operate as follows:


 


i.              All
shares of TCF Stock that were deemed to have been held in the Employee’s
Account on September 30, 1998 (excluding any shares held unvested pursuant to
paragraph c of this section) shall be allocated on that date to the Employee’s
TCF Stock Account and the fixed number of shares so allocated shall be the
beginning balance of the TCF Stock Account.


 


ii.             Thereafter,
the TCF Stock Account shall be increased by the number of shares, if any, of
TCF Stock purchased (or deemed to be purchased) from Deferred Amounts or from
dividends (other than nondeferred dividends) and/or interest pursuant to the
Employee’s directions under Section 3 of this Plan and by any shares of TCF
Stock becoming vested, as provided in paragraph c of this section.


 


iii.            The
balance of shares of the TCF Stock Account shall in no event be decreased.


 


iv.            Shares
allocated to the Employee’s TCF Stock Account shall be subject to all of the
restrictions and other provisions of this Committee’s action dated 8-24-98
establishing separate accounts for TCF Stock as compared to non-TCF Stock
assets.


 


v.             Notwithstanding
the following, effective January 1, 2005 no further elections shall be allowed
under section 10.b.v of this Plan as provided in


 


14





















 


Appendix
C. An employee’s last election before
December 31, 2004 shall remain in effect until the employee’s entire account is
distributed.


 


c.             Deferred
Amounts consisting of TCF Stock awards shall be held unallocated until such
time as the shares vest in accordance with the terms of the award
agreement.  As of the date any such
shares become vested, the number of shares vesting shall be allocated to the
Employee’s Account and shall thereafter become subject to distribution the same
as any other shares of TCF Stock in which the TCF Stock account is deemed
invested.  Any cash dividends paid on
unvested shares of TCF Stock, if such dividends have been deferred by the
Employee, shall be allocated to the Employee’s account and deemed invested as
directed by the Employee.  Any stock
dividends paid on unvested shares of TCF Stock, if such dividends have been
deferred by the Employee, shall be allocated to the Employees’ TCF Stock
account and increase the TCF Stock account balance unless such dividends are in
the nature of a stock split, in which case they shall be held unallocated until
such time as the award vests.


 


11.          Termination or Amendment.  This Plan may be amended at any time and from
time to time upon the approval of the Board of Directors of TCF Financial;
provided, however, that no amendment shall be effective unless it has the
written consent of all participants, all participants who are former employees
but who are entitled to benefits under the Plan, and all beneficiaries of
deceased participants who are entitled to benefits under the Plan.  In the event that all of the Plan’s
participants and beneficiaries do not consent to a proposed amendment, such
amendment shall not take effect but the Plan Accounts of the consenting
participants and beneficiaries shall be transferred to a separate plan that is
identical to this Plan in all respects except that it may include the proposed
amendment.  The Board of Directors may
terminate this Plan in its discretion, except that any such termination shall
require the written consent of all participants, all participants who are
former employees but who are entitled to benefits under the Plan, and all
beneficiaries of deceased participants who are entitled to benefits under the Plan,
unless it is an automatic termination of the Plan under section 5.k.
hereof.  In the event that all of the
Plan’s participants and beneficiaries do not consent to a proposed termination
of the Plan, the Plan shall terminate as to the consenting participants and
beneficiaries and shall continue in effect for the participants and
beneficiaries who do not consent.


 


15





















 


EXHIBIT A


 


(Action of 16b-3
Sub-Committee of the Personnel Committee Establishing TCF Stock Accounts and
Diversified Accounts effective as of September 30, 1998 and as amended
effective as of January 1, 2000)


 


1.             Effective
as of September 30, 1998 (the “Effective Date”), each participant’s Account in
the Plan shall be divided into two sub-accounts: a “TCF Stock Account” and a “Diversified
Account.”  All shares of common stock of
TCF Financial (“TCF Stock”) that are deemed to be held in a participant’s
Account on the Effective Date shall be allocated as of that Date to the
Participant’s TCF Stock Account.  All
other investments that are deemed to be held in a participant’s Account on the
Effective Date shall be allocated as of that Date to the participant’s
Diversified Account.  Thereafter, the
Sub-Accounts shall operate as follows:


 


a.             The
TCF Stock Account shall be deemed to be invested solely in shares of TCF Stock
(and in cash or cash equivalent money market funds for fractional shares or for
funds held temporarily prior to investment). 
The Diversified Account shall not at any time be deemed to be invested
in any shares of TCF Stock.  Except as
permitted by paragraph e, below, no transfer of assets will be permitted from
the TCF Stock Account to the Diversified Account or from the Diversified
Account to the TCF Stock Account.


 


b.             A
participant’s TCF Stock Account shall be deemed to be invested in all shares of
TCF Stock allocated to it on or after the Effective Date and such shares shall
not be subject to any deemed sale, transfer, assignment, pledge or other
hypothecation in any manner.  Upon the
occurrence of a Distribution Event (as defined in the Plans) the distributions
from the Plan to the participant with respect to such shares will be made in an
in-kind distribution pursuant to the terms of the Plan.


 


c.             The
Diversified Account shall not at any time be deemed to purchase or invest in
any shares of TCF Stock, but shall be deemed to invest in such investments as
the participant directs and as the Committee permits from time to time.


 


d.             Any
new Deferred Amounts for a participant after the Effective Date shall be
allocated to either the participant’s TCF Stock Account or to such participant’s
Diversified Account, as the participant shall direct in an irrevocable election
filed before the beginning of each calendar year and applicable throughout the
calendar year.  The Deferred Amounts
shall be credited to the applicable sub-Account as of the same date that they
are otherwise credited to the participant’s Account under Section 3.a. of the
Plan.


 


e.             Dividends
deemed to have been generated by a participant’s TCF Stock Account and which
are deferred shall be deemed to have been reinvested in the TCF Stock Account,
or in the Diversified Account, as the participant directs in an irrevocable
election filed before the beginning of each calendar year and applicable
throughout the calendar year.  Any
interest or dividends deemed to have been generated by a participant’s
Diversified Account shall be deemed to have been reinvested in the Diversified
Account, or in the participant’s TCF Stock Account, as the participant directs


 


16





















 


in an irrevocable election filed before the beginning
of each calendar year and applicable throughout the calendar year, unless
management determines that the deemed reinvestment of interest and dividends
within or from the Diversified Account is not administratively feasible.  If the participant does not file an election
with respect to the investment of interest and/or dividends, all interest and
dividends shall be deemed to have been reinvested in the asset that generated
them.


 


17





















 


APPENDIX A  RE: IRS NOTICE 2000-56


 


Notwithstanding anything to the contrary in the Plan
or Trust, effective on and after May 16, 2001, TCF Financial stock or other
assets contributed to the Trust by TCF Financial or any other Company for the
benefit of employees or service providers of TCF Financial or such Company are
subject to the claims of creditors (in the event of insolvency) of both TCF
Financial and such Company.  In addition,
such stock and assets are subject to the claims of creditors (in the event of
insolvency) of any Company from which benefits are due to a participant or
beneficiary under the terms of the Plan. 
Nothing in this Appendix, however, shall relieve any Company of its
obligation to pay any benefits due from the Company to a participant or
beneficiary under the terms of the Plan.


 


Notwithstanding anything to the contrary in the Plan
or Trust, effective on and after May 16, 2001, any TCF Financial stock or other
assets not transferred to a Company’s employees or their beneficiaries will
revert to TCF Financial upon termination of the Trust.


 


18





















 


APPENDIX B


 


DISTRIBUTION PROCEDURES


 


(10-03-01)


 


Covered
Plans.  These
Procedures have been adopted as Appendices to the following plans: Executive,
Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental
Employees Retirement Plan (“SERP”) - 401-k Plan Portion.


 


Timing of
Distribution (Lump Sum vs. Installment).  As elected by the employee at the time of
joining the plan.  Superseding elections
may be made at any time up to one year prior to distribution.


 


•              Lump
Sum — 30 days after “distribution event” (usually, termination of employment).


 


•              Installments
— First installment is 30 days after distribution event.  Subsequent installments on February 15th
of each succeeding year.  Each
installment amount is determined by multiplying the account balance on 12/31 of
previous year by a fraction of 1/number of remaining installments.


 


Form of
Distribution — Stock or Cash


 


	
  If
  Your Account

  is 100% TCF

  Stock.

  	
  If
  Your Account Contains both TCF

  Stock and Diversified Account.

  	
  If
  Your Account is 100%

  Diversified Account.

  
	
  The distribution
  will be settled entirely in whole shares of TCF Stock (plus cash for any
  fractional share).

  	
  Automatic Method
  — Cash first, then pro rata: The distribution will be
  deducted first from any cash/money market balances in your plan account, then
  pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock
  portion will be made in whole shares of TCF Stock (with cash for any
  fractional share). Diversified Account portion will be paid in cash equal to
  its value on February 15th.

  	
  Automatic Method
  — Cash first, then pro rata: The distribution will be
  deducted first from any cash/money market balances in your plan account, then
  pro rata from the deemed investments in your Diversified Account. The
  distribution will be paid in cash equal to the value on February 15th
  of the deemed investments from which it was deducted.

  
	
   

  	
  Alternative
  Elections: 1. You may direct the deemed sale of non-TCF stock assets to
  provide cash for the distribution. 2. You may specifically designate the
  assets to apply to the distribution. (Example: You specify 100% of the
  distribution will come 

  	
  Alternative
  Elections: 1. You may direct the deemed sale of assets to provide cash for
  the distribution. 2. You may specifically designate the assets to apply to
  the distribution. (Example: You specify 100% of the distribution will come
  from one particular investment in the

  



 


19





















 


	
   

  	
  from the
  Diversified Account).

  	
  Diversified
  Account).

  
	
   

  	
  Election
  Deadline: December 31 of the previous year.

  	
  Election
  Deadline: December 31 of the previous year.

  



 


Tax Withholding


 


	
  Automatic Method
  of Withholding — Net Pro rata Against the Distribution:
  The minimum required withholding (28% federal plus applicable state
  percentage) will be deducted from each part of the distribution on a pro rata
  basis by type of asset. Valuation for both the income reported and the
  withholding will be based on deemed sale price of the investment on February
  15th.

  	
  Alternative
  Election — Pay by Check: You may elect to pay the
  withholding by check. TCF Legal will calculate the amount due on February 15th
  based on average market values on that date. TCF Legal must receive check
  before the distribution will be forwarded to you.

  	
  Alternative
  Election — Specify Netting: You may elect to net the
  withholding against the distribution on some basis other than pro rata.
  (Example: You specify that 100% of withholding will come from the Diversified
  Account portion of the distribution.)

  
	
   

  	
  Election
  Deadline — December 31 of the previous year.

  	
  Election
  Deadline — December 31 of the previous year.

  



 


•              Distributions
will be sent by U.S.  Mail to your home
address on file with the TCF Legal Department unless you have provided other
delivery instructions in writing.  If you
have a stock brokerage account, distributions can be sent to it on a same day
basis.


 


•              These
procedures are subject to interpretation and application by the company, whose
interpretation is final.


 


20





















 


APPENDIX  C


 


FREEZING OF PLAN
AND OTHER AMENDMENTS 


UNDER INTERNAL
REVENUE CODE § 409A


 


(01-05-05)


 


Effective January
1, 2005, no further deferral elections shall be allowed under section 1 of this
Senior Officer Deferred Compensation Plan and no further elections shall be
allowed under section 10.b.v of the Plan.


 


The Company may
offer elections to Plan participants during the calendar year 2005 under terms
authorized by IRC § 409A to revoke or cancel their previous elections on
amounts previously deferred that were not “earned and vested” on December 31,
2004 (as defined under IRC § 409A or regulations issued thereunder) as provided
in new Plan section 1 and may allow participants to elect whether or not to pay
tax withholding on any shares distributed to them by netting the tax
withholding due against the shares, provided any such election is made no less
than 6 days before the shares are distributed (it being the intention that such
election will be exempt from matching under Rule 16b-3).


 


Any amounts not
earned and vested on December 31, 2004 (as defined in the previous paragraph)
and for which deferral is not revoked or cancelled under the new Plan section 1
shall be subject to the new Plan section 5.m.


 


This Appendix is
not intended to add any options or enhancements to the Plan nor to in any other
way constitute a “material modification” (as defined in IRC § 409A and in
regulations issued thereunder) to the Plan. 
Any and all interpretations of this Appendix (and the sections added by
this Appendix to the Plan) shall be construed consistent with this intent. The
Plan continues in effect with respect to amounts deferred under the Plan for
the years 2004 and before which were earned and vested on or before December
31, 2004.  The Plan is not subject to IRC
§ 409A or regulations issued thereunder except with respect to any amounts that
were not earned and vested, as defined pursuant to IRC § 409A, by December 31,
2004


 


21