Exhibit
10(u)


 


01-24-05


 


TCF Financial Corporation


 


SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


FOR TCF CASH BALANCE PENSION PLAN


(As Amended and Restated through January 24, 2005)


 


I.                                         Purpose
of Plan; Effect of Restatement; Status of 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 ( the “TCF Pension Plan”) This Plan was
originally effective as of October 1, 1988. From October 1, 1988
through July 19, 2004, the supplemental benefits provided by this Plan
relating to the TCF Pension Plan and the TCF Employees Stock Purchase Plan (“ESPP
Plan”) were provided under one plan document. 
Effective starting July 19, 2004, the supplemental benefits
provided by this Plan relative to the TCF Pension Plan are set forth in this
document and the supplemental benefits provided by this Plan relative to the
ESPP Plan are set forth in a separate 
document.


 


Notwithstanding
any other provision of this Plan, as a result of the enactment of IRC § 409A
in October 2004 benefits under this Plan were limited by amendments
adopted in January 2005 to those due on Covered Compensation earned in the
years 2004 or earlier.  New employer or
employee contributions to this Plan ceased starting with compensation earned in
the calendar year 2005.  Benefits due
under this Plan with respect to Covered Compensation earned in 2004 but not
earned and vested as of December 31, 2004 are subject to Article X of
this 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


 


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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)  [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.


 


III.                                 [Reserved.]


 


IV.                                Supplemental
Benefits related to the TCF Pension Plan.


 


(a)  Benefits.


 


With respect to
benefits accrued under the TCF Cash Balance Pension Plan on and after September 1,
1990, the supplemental pension benefit under this Plan shall be equal to an
Account Balance which is 0 on September 1, 1990, 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, provided that no
credit shall be provided under this Plan for any Covered Compensation earned in
2005 or later. 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.


 


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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 or
after July 1, 2004 shall not be entitled to any supplemental benefits from
this SERP relating to the TCF Pension 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 
continue to receive supplemental Pay Credits under this SERP relating to
the Pension Plan under the provisions of this sub-paragraph (ii), which shall
be and remain in full force and effect.


 


(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.  Unless an Eligible Employee has made an
election described in the following paragraph, the Eligible Employee’s
supplemental pension benefit under this Section IV shall be paid in a lump
sum no later than 30 days after the Eligible Employee’s termination of
employment.  For purposes of this
paragraph (c), a termination of employment shall not be deemed to occur upon a
transfer of employment between two or more Employers.


 


An Eligible Employee may
elect to have benefits from this Article IV distributed in one of the
following forms, provided that such election is in writing and is executed and
delivered to TCF Financial, or to its Corporate Secretary (or designee) on
behalf of TCF Financial, no later than one year (365 days) before such Eligible
Employee’s termination of employment: (i) distribution in five annual
installments, (ii) distribution in ten annual installments, or (iii)
distribution of $10,000.00 annually until all of the Eligible Employee’s
benefits from this Article IV have been distributed.  Installment payments shall commence no later
than the 15th day of the first calendar


 


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quarter immediately
following the Eligible Employee’s termination of employment, with succeeding
installments paid on or about each February 15th thereafter.  The amount of each installment under (i) and
(ii) shall be determined by dividing the undistributed portion of the Eligible
Employee’s benefit under this Article IV by the number of installments
remaining to be paid, including the current installment.  For the purposes of determining the amount of
each installment under (i) and (ii) and for the purpose of determining when an
Eligible Employee’s benefit has been fully distributed, the undistributed
portion of an Eligible Employee’s
benefit under this Article IV shall include interest thereon at the rate
determined under Section IV(a)(ii), commencing on the date such benefit
would otherwise have been distributed in a lump sum.


 


If the Eligible Employee
is deceased, the distribution shall be payable to the beneficiary or survivor
of the Eligible Employee in the form payable to the Eligible Employee
hereunder.


 


Notwithstanding the
foregoing, if the lump sum value of an Eligible Employee’s benefit under this Article IV
is less than $15,000.00 at the time of the Eligible Employee’s termination of
employment, then such amount shall be distributed to the Eligible Employee in a
lump sum payment no later than 30 days after the Eligible Employee’s
termination of employment.


 


Also
notwithstanding the foregoing, benefits due under this Plan with respect to
Covered Compensation earned in 2004 but not earned and vested as of December 31,
2004 are subject to Article X of this Plan.  


 


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 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.


 


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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 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.


 


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(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.


 


X.                                    Special
Rules for Amounts Not Earned and Vested as of December 31, 2004


 


Notwithstanding anything in the Plan to the contrary, during the
calendar year 2005 TCF Financial may offer some or all Employees one or more
elections, as TCF Financial may determine in its discretion, to cancel or
revoke an election previously made under this Plan to treat any amounts as SERP
Employee Contributions for the year 2004 which were not earned and vested as of
December 31, 2004 (as determined under section 409A of the IRC as
added by the American Jobs Creation Act of 2004), and to have such amounts
treated as current income in 2005, under such rules and procedures as the
Company may determine for the elections which are consistent with the
requirements of IRC § 409A.


 


Notwithstanding anything
in the Plan to the contrary, with respect to any amounts treated as SERP
Employee Contributions 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, the termination of the Plan (to the extent IRC § 409A
permits distributions on Plan termination), or any other distribution event
under the Plan which is a permitted distribution event under IRC § 409A.


 


This Article X 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 Article X 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.  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.


 


APPENDIX A


(Reserved)


 


APPENDIX B


(Reserved)


 


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