Exhibit
10(u)-1


 


01-24-05


 


TCF Financial Corporation


 


2005 CASH BALANCE PENSION PLAN SERP


(As Adopted effective January 1, 2005)


 


I.                                         Purpose of Plan; Effective Date of Plan; Effect of
Previous SERP Plan.


 


The purpose of this Plan
is to provide Eligible Employees with supplemental retirement benefits as set
forth herein to remedy certain limitations or reductions in benefits under the
IRC, as set forth herein, to such Employees under the TCF Cash Balance Pension
Plan (“Cash Balance Plan”).  This Plan is
effective for benefits based on Covered Compensation earned in calendar year
2005 and thereafter.  A previous plan,
the Supplemental Employee Retirement Plan – Cash Balance Plan (the “Previous
SERP Plan”) was in effect for benefits based on Covered Compensation earned in
calendar year 2004 and before and it is not terminated or superseded by this
Plan, but remains in effect for benefits accrued under it before the adoption
of this Plan.   In no event shall any
benefits be due under both this Plan and the Previous SERP Plan with respect to
the same Covered Compensation and there shall be no duplication of benefits
between this Plan and the Previous SERP Plan.


 


This Plan is also
intended to be a plan, program, or arrangement under 4 U.S.C. section 114
(the “State Taxation of Pension Income Act of 1995”) maintained solely for the
purpose of providing retirement benefits for employees in excess of the
limitations imposed by one or more of IRC sections 401(a)(17), 401(k), 401(m),
402(g), or 415 or any other limitation on contributions or benefits in the IRC
on qualified plans such as the TCF Pension Plan.


 


II.                                     Definitions


 


(a)  Committee.  The Compensation Committee of the Board
of Directors of TCF Financial Corporation (“TCF Financial”).


 


(b)  Eligible Employee.  Employees of TCF Financial, or any of its
direct or indirect subsidiaries, are eligible for this Plan if they are
eligible to participate in either the TCF Financial Executive Deferred
Compensation Plan or the TCF Financial Senior Officer Deferred Compensation
Plan. Notwithstanding the foregoing, no Employee shall be eligible for benefits
under this Plan unless the Employee is also a Participant and Qualified
Employee in the TCF Pension Plan and individuals who become employees of an
Employer as a result of a merger or acquisition shall not be Eligible Employees
under this Plan unless and until TCF Financial has adopted a resolution
identifying them as Eligible Employees.


 


(c)  ESPP Plan.  The “ESPP Plan” is the TCF Employees’ Stock
Purchase Plan, as amended from time to time.


 


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(d)  TCF Pension Plan.  The “TCF Pension Plan” is the TCF Cash
Balance Pension Plan as amended from time to time.


 


(e)  IRC.  The “IRC” is the Internal Revenue Code of
1986, as amended.


 


(f)  [Reserved.]


 


(g)  Covered Compensation.  “Covered Compensation” is any “Certified
Earnings” as defined in the TCF Pension Plan paid to an Eligible Employee by
the Employer in any calendar year (disregarding any limit on Certified Earnings
under IRC § 401(a)(17)), plus any amounts which would have been “Certified
Earnings” (disregarding any limit on Certified Earnings under IRC § 401(a)(17))
in such calendar year except that such Employee elected to defer such amounts
under this Plan or any other tax-qualified or non-tax qualified plan of
deferred compensation maintained by an Employer.


 


(h)  TCF Financial.  “TCF Financial” is TCF Financial Corporation,
a Delaware Corporation.


 


(i)  Employer.  “Employer” is TCF Financial, or any of its
direct or indirect subsidiary companies which is the employer of an Eligible
Employee under this Plan.


 


(j)  Retirement.  “Retirement” is a termination of employment
with an Employer on or after the Employee has attained age 55 and has completed
ten years of vesting service as defined in the TCF Pension Plan.


 


III.                                 [Reserved.]


 


IV.                                Supplemental
Benefits related to the TCF Pension Plan.


 


(a)                                  Benefits.


 


The supplemental pension benefit under this Plan shall be
equal to an Account Balance which is 0 on January 1, 2005, and thereafter
is increased each month by the difference between the pay credit provided to
the Eligible Employee for such month under the TCF Pension Plan and the amount
such Employee would have received as a pay credit for such month in the absence
of the Restrictions defined in subsection (b) below.  The eligible Employee’s Account Balance shall
also be increased each month by the interest factor applicable to account
balances under Section 4.6 of the TCF Pension Plan as of said month.


 


Effective
July 1, 2004, the Pension Plan was amended to prohibit any employees hired
on or after that date from becoming Participants in that Plan and to prohibit
employees rehired on or after that date from accruing any additional Pay
Credits under that Plan.  Accordingly:
(I) an employee first hired by a TCF Participating Employer or Affiliate on


 


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or
after July 1, 2004 shall not be entitled to any supplemental benefits from
this SERP Plan (II) an employee rehired by a TCF Participating Employer or an
Affiliate on or after July 1, 2004 shall not accrue any additional
supplemental Pay Credits from this SERP relating to the TCF Pension Plan based
on employment service after such rehiring; and (III) an employee employed by a
Participating Employer on June 30, 2004 shall receive supplemental Pay
Credits under this SERP Plan provided as the beginning of this section (a).


 


(b)  “Restrictions”
means:


 


(i)  limitations on benefits provided in Internal
Revenue Code §415 (currently generally $165,000 in annual benefits);


 


(ii)  limitations of Covered Compensation under the
TCF Pension Plan to the dollar limits 
provided in Internal Revenue Code § 401(a)(17) (currently
$205,000); and


 


(iii)  limitations on Covered Compensation occurring
as a result of other provisions of the IRC. 
For purposes of this sub-paragraph (iii), a limitation on Covered
Compensation shall be deemed to occur with respect to any amounts which are
deferred under the TCF Financial Executive Deferred Compensation Plan or the
TCF Financial Senior Officer Deferred Compensation Plan, and which are excluded
from Covered Compensation under the TCF Pension Plan as a result of the
Internal Revenue Code. This Plan provision is deemed to be substantially
similar to the TCF Pension Plan provision which treats Employee’s elective
deposits to the ESPP Plan as Covered Compensation under that Plan.


 


(c)                                  Payment of Benefits.  An Eligible Employee shall receive a lump sum
distribution in the form of cash equal to the then-current value of such
Employee’s account in this Plan (less applicable withholding) six months after
the Employee’s termination of employment (including termination of employment
as a result of death while actively employed) with the Employer.  For purposes of the foregoing sentence, a
termination of employment shall not be deemed to occur upon a transfer of
employment between two or more Employers.


 


All
distributions to an Eligible Employee, beneficiary or survivor under this Article III
shall be in the form of cash.


 


V.       Committee.


 


The
Committee shall have full power to construe, interpret and administer this
Plan, including to make any determination required under this Plan and to make
such rules and regulations as it deems advisable for the operation of this
Plan.  The Committee shall have sole and
absolute discretion in the performance of their powers and duties under this
Plan. A majority


 


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of the Committee shall
constitute a quorum. Actions of the Committee shall be by a majority of persons
constituting a quorum and eligible to vote on an issue.  Meetings may be held in person or by
telephone.  Action by the Committee may
be taken in writing without a meeting provided such action is executed by all
members of the Committee.  To the extent
it is feasible to do so, determinations, rules and regulations of the Committee
under this Plan shall be consistent with similar determinations, rules and
regulations of the TCF Pension Plan. All determinations of the Committee shall
be final, conclusive and binding unless found by a court of competent
jurisdiction to have been arbitrary and capricious. 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.


 


VI                                   Benefits
Unfunded.


 


The
rights of beneficiaries, survivors and participants to benefits from this Plan
are solely as unsecured creditors of the Employer.  Benefits payable under this Plan shall be
payable from the general assets of  the
Employer and there shall be no trust fund or other assets secured for the
payment of such benefits.  In its discretion,
the Employer may purchase or set aside assets, including annuity policies or
through use of a grantor trust, to provide for the payment of benefits
hereunder but such assets shall in all cases remain assets of the Employer and
subject to the claims of the Employer’s creditors. This Plan constitutes a mere
promise by the Employers to make benefit payments in the future, and it is
intended to be unfunded for tax purposes and for purposes of Title I of ERISA.


 


VII.                            Beneficiaries
and Survivors.


 


An
Eligible Employee’s beneficiary or survivor under Article IV of this Plan
shall be the same as the person(s) designated as such pursuant to or under the
provisions of the TCF Pension Plan, unless the Employee has designated in
writing and filed with the Committee a different beneficiary for this Plan.


 


VIII.                        Plan
Administrator, Amendments, Claims Procedure


 


The
Plan Administrator of this Plan is the Committee, which shall have full power
to amend this Plan from time to time, or to terminate this Plan, except that no
such amendment or termination shall deprive an Eligible Employee or beneficiary
or survivor thereof of any benefits accrued under this Plan prior to such
amendment or termination without the written consent of such Eligible Employee,
or if deceased, the beneficiary or survivor thereof.


 


If an Eligible Employee,
or beneficiary or survivor thereof, wishes to make a claim for benefits or
disagrees with a determination of the Committee, such person may file a claim
and make such appeals as are permitted under the TCF Pension Plan. The claims
shall then be processed as


 


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provided for claims under
the TCF Pension Plan, except that all determinations which would be made by the
“Company” under such Plans shall be made by the Committee instead.


 


IX.                                Miscellaneous.


 


(a)  Notices under this Plan to the Employer, TCF
Financial or the Committee shall be sent by Certified Mail, Return Receipt
Requested to:  Compensation Committee,
TCF Financial Corporation, c/o General Counsel for Corporate Affairs, TCF Financial
Corporation, 200 Lake Street East, Wayzata, MN  
55391.  Notices under this Plan to
Eligible Employees or their beneficiaries or survivors shall be sent by
Certified Mail to the last known address for such person(s) on the books and
records of the Employer, by Certified Mail.


 


(b)  Nothing in this Plan shall change an Eligible
Employee’s status to anything other than an employee “at will” or otherwise
enlarge or modify such Employee’s employment rights or benefits other than as
provided herein.


 


(c)  Nothing in this Plan shall abridge an
Eligible Employee’s rights, or such Employee’s beneficiary’s or survivor’s
rights, of participation in the TCF Pension Plan.


 


(d)  Expenses of administering the Plan shall be
borne by the Employers in proportion to their share of Eligible Employees in this
Plan.


 


(e)  An Eligible Employee’s benefits under this
Plan may not be assigned, transferred, pledged or otherwise hypothecated by
said Employee or the beneficiary or survivor thereof.


 


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