Exhibit
10(j)-1


 


01-24-05


 


TCF Financial Corporation


2005 ESPP SERP


(As amended and restated through January 24, 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 Employees Stock Purchase Plan (“ESPP 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 – ESPP 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and it is not terminated or superseded by this Plan, but remains in effect for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 intended to be a “parallel excess plan” as defined in Rule 303A.08 of
the listing standards of the New York Stock Exchange (“NYSE”).  It is designed to work in parallel with the
ESPP Plan, which is intended to be qualified under IRC section 401(a), by
providing benefits that exceed the limits set forth in IRC section 402(g)
(the section that limits the amount of an employee’s annual pre-tax
contributions to a 401-(k) plan such as the ESPP Plan), IRC section 401(a)(17)
(the section that limits the amount of an employee’s compensation that can
be taken into account for ESPP Plan purposes), and/or IRC section 415 (the
section that limits the total annual contributions under qualified plans
such as the ESPP Plan) and/or any successor or similar limitations that may
hereafter be enacted. The Eligible Employees under the Plan are intended to
include substantially all employees of the Employer who are participants in the
ESPP Plan whose annual compensation is in excess of the limit of IRC section 401(a))17)
(or any successor or similar limits that may hereafter be enacted).  The terms of the Plan are intended to be
substantially the same as the ESPP Plan except for the elimination of the IRC
limits set forth above and the limit in the following sentence.  No participant in the Plan will receive
employer equity contributions (Employer Matching Contributions) under the Plan
in excess of 25% of the participant’s cash compensation.


 


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 referenced in such Act on
contributions or benefits in the IRC on qualified plans such as the ESPP Plan.


 


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II.            Definitions


 


(a)  Committee.  The Compensation Committee of the Board
of Directors of TCF Financial Corporation (“TCF Financial”), or a special
sub-committee thereof, which shall consist only of individuals who qualify as
independent directors under Rule 303A of the listing standards of the NYSE as
applicable to compensation committee members, as non-employee directors under
Rule 16b-3 of the Securities and Exchange Commission and as outside directors
for purposes of IRC section 162(m) (“million dollar cap”).


 


(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 with respect to a particular calendar year if the employee is
not also an Active Participant in the ESPP Plan for that year or if the
employee has been determined to be a “non-highly compensated employee” under
the IRC for that year. With respect to the 2005 calendar year only, any
employee who was determined to be a non-highly compensated employee (as so
defined) shall be entitled to elect after the beginning of the calendar year
not to participate in this Plan for the year 2005. 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.


 


(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)  SERP Employee
Contributions.  “SERP
Employee Contributions” is any portion of an Eligible Employee’s Covered
Compensation which such Employee has elected to have treated as SERP Employee
Contributions under Article III of this Plan.


 


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


 


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(h)  TCF Financial.  “TCF Financial” or “Company” 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 ESPP Plan.


 


III.           Supplemental
Benefits Related to the ESPP Plan.


 


(a)                       SERP Employee Contributions. For
each Eligible Employee who elects to participate in this Plan for a calendar
year, the Employer shall deduct 6% of such Employee’s Covered Compensation for
the calendar year from such Compensation as the Employee’s SERP Employee
Contributions to this Plan for that year. 
For each calendar year an Eligible Employee elects to participate in
this Plan and as a condition to receiving benefits from this Plan for that
year, the Employee shall make pre-tax contributions to the ESPP Plan equal to
6% of his or her covered compensation under the ESPP Plan during that calendar
year.  Notwithstanding the foregoing, if
the Company exercises its right under the ESPP Plan to reduce the rate of ESPP
contributions for employees defined as highly compensated under the IRC in
order to cause such Plan to meet nondiscrimination requirements under IRC
sections 401(k) or 401 (m), then the Employee’s SERP Employee contributions to
this Plan for the year shall be correspondingly adjusted.


 


Any
election by an Eligible Employee of SERP Employee Contributions pursuant to
this section (a) shall be in writing, shall be made prior to the beginning
of the calendar year in which the services are performed leading to such
Covered Compensation, (or, if later, within thirty (30) days after the employee
first becomes an Eligible Employee, provided such election only applies to
compensation earned after the election is received by the Company), shall be
applicable to all compensation earned for such calendar year, and shall be
irrevocable when received by the Employer.


 


(b)                      Additional SERP Contributions.  An Eligible Employee who elects under
paragraph (a) to participate in this Plan for a calendar year shall also receive
the following benefits (if any) under this Plan for such year:


 


(i)  the amount by which such Employee’s elective
deposits to the ESPP Plan exceed the limitation in Section 402(g) of the
IRC; any such amounts shall be additional SERP Employee Contributions under
this Plan; and


 


(ii)
the amount by which such Employee’s and Employer’s contributions are limited
under the ESPP to the dollar limitation under IRC § 415, which shall be
deemed SERP Employee Contributions and SERP Employer Contributions, respectively.


 


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(c)                       Employer Matching Contributions.  At the same time as an amount of SERP
Employee Contributions is deferred under paragraph (a) or (b), the Employer
shall be deemed to contribute to this Plan the amount of Employer Matching
Contribution due under the ESPP Plan with respect to such SERP Employee
Contributions if they had been contributed as pre-tax elective deferrals under
the ESPP Plan.


 


(d)                      Establishing Accounts and Valuation of Accounts.  On the date that a Contribution under
paragraph (a), (b) or (c) would be paid to the ESPP Plan if it were a
contribution to that Plan (the “contribution date”), the amount of such
Contribution shall be credited to an account on the books of the Employer and
shall be deemed as of such date to be invested in whole or fractional shares of
common stock of TCF Financial. 
Thereafter, such account shall be increased to reflect the number of
shares of TCF Financial stock deemed to be purchased as of each future
contribution date (including any fractional shares), and shall be further
adjusted to reflect any stock splits or other similar events involving a change
in the number or form of outstanding shares of TCF Financial stock.  If any dividends are paid with respect to TCF
Financial stock, then in lieu of any adjustments to the Eligible Employees’
accounts under the Plan, an amount shall be paid in cash (or in stock, if the
dividend is in stock, provided that stock splits in the nature of a stock
dividend shall not be distributed) directly to the Employee whose account would
otherwise be deemed to be due the deemed dividend and the Employee’s account
shall not be credited with the deemed dividend.   Adjustments shall be determined in each case
by the Committee and the Committee’s determination shall be final.


 


(e)                       Distributions from Accounts.  An Eligible Employee shall receive a lump sum
distribution in the form of TCF Financial stock equal to the then-current
deemed number of shares in 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 shares of TCF Financial stock except for cash for a
fractional share and amounts deducted and transmitted to the Employer for
income tax withholding.


 


IV.  Reserved.


 


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


 


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discretion in the
performance of their powers and duties under this Plan. A majority 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 ESPP 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 III of this Plan shall be the same
as the person(s) designated as such pursuant to or under the provisions of the
ESPP 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 ESPP Plan.   The claims shall then be processed as
provided


 


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for claims under the ESPP
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 ESPP Plan except to the extent the Eligible Employee
agrees to such restrictions.


 


(d)  Expenses of administering the Plan shall be
borne by the Employers in proportion to their share of Eligible Employees in
this Plan, provided that an Employees’ Accounts may reflect deemed transaction
costs of acquiring or selling TCF Financial stock.


 


(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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APPENDIX A RE: IRS NOTICE 2000-56


 


Notwithstanding anything to the contrary in the Plan or any trust
agreement for any related grantor trust established by the Employer (the “Trust”),
TCF Financial stock or other assets contributed to the Trust by TCF Financial
or any other Employer for the benefit of employees or service providers of TCF
Financial or such Employer are subject to the claims of creditors (in the event
of insolvency) of both TCF Financial and such Employer.  In addition, such stock and assets are
subject to the claims of creditors (in the event of insolvency) of any Employer
from which benefits are due to a participant or beneficiary under the terms of
the Plan. Nothing in this Appendix, however, shall relieve any Employer of its obligation
to pay any benefits due from the Employer to a participant or beneficiary under
the terms of the Plan.


 


Notwithstanding anything to the contrary in the Plan or Trust, any TCF
Financial stock or other assets not transferred to an Employer’s employees or
their beneficiaries will revert to TCF Financial upon termination of the Trust.


 


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APPENDIX B


DISTRIBUTION PROCEDURES 


 


Timing of
Distribution (Lump Sum).


 


•                  Lump Sum – payable as soon as
practicable after the first January 1 or July 1 that is at least six
months after the employee’s termination of employment.


 


Form of
Distribution — Stock or Cash


 


All distributions are in
the form of TCF Financial Stock plus cash for any fractional share, less tax
withholding.


 


Tax
Withholding 


 


The minimum required
withholding (currently generally 25% federal plus applicable state percentage)
will be deducted from each distribution.


 


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 Committee, whose
interpretation is final.


 


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