Exhibit
10(j)


 


01-24-05


 


TCF Financial Corporation


 


SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN  – ESPP 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 Employees Stock Purchase Plan (“ESPP 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 ESPP Plan and the TCF Cash
Balance Pension Plan (the “TCF Pension Plan”) were provided under one plan
document.  Effective July 19, 2004,
the supplemental benefits provided by this Plan relative to the ESPP Plan are
set forth in this document and the supplemental benefits provided by this Plan
relative to the TCF Pension 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.  Contributions
made to 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 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.


 


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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.


 


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 unless the employee is also an Active Participant in the ESPP
Plan. 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 (disregarding any 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 to defer such amounts
under this Plan or any other tax-qualified or non-tax qualified plan of
deferred compensation maintained by an Employer.  Notwithstanding


 


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the
foregoing, compensation earned in the calendar year 2005 and after is not
eligible to be treated as Covered Compensation under this Plan.


 


(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.                                 Supplemental
Benefits Related to the ESPP Plan.


 


(a)  Contributions of SERP
Employee Contributions and Employer Matching Contributions.  Notwithstanding
any other provision of this Article III or of the Plan, effective starting
with compensation earned in the calendar year 2005 no additional employee or
employer contributions are allowed to this Plan. Employee or employer contributions
due under this section III (a) (as in effect on December 31, 2004)
with respect to Covered Compensation earned in 2004 but paid in 2005 shall be
credited under this Plan and shall be subject to Article X to the extent
they were not earned and vested as of December 31, 2004.


 


(b)  Establishing Accounts and
Valuation of Accounts. Each Employee’s account as of December 31,
2004 shall be increased to reflect any contributions due under section III(a)
(as in effect on December 31, 2004) 
with respect to Covered Compensation earned in 2004 by the number of
shares of TCF Financial stock deemed to be purchased as of each such
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.  Effective for all dividends declared and paid
on TCF Financial stock after January 1, 2000, 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) 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.


 


(c)  Distributions from
Accounts.  Unless an
Eligible Employee has made an election described in the following paragraph of
this subsection (c), the Eligible Employee shall receive a lump sum
distribution in the form of TCF Financial stock equal to the then-current value
of the number of shares in such Employee’s account in this Plan no later than
30 days after the Employee’s termination of employment with the Employer or
termination of the ESPP Plan, whichever occurs first.  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.


 


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An
Eligible Employee may elect to have benefits from this Article III
distributed in one of the following forms, provided that such election is in
writing and is executed and delivered to the Committee or the Secretary, on
behalf of the Committee, no later than one year before such Employee’s
termination of employment:  (i)
distribution in five equal annual installments, (ii) distribution in ten equal
annual installments, or (iii) distribution of shares of TCF Stock equal to
$10,000.00 annually until the account is depleted.  Installment payments shall commence no later
than the 15th day of the first calendar quarter immediately
following the Employee’s termination of employment with succeeding amounts paid
on or about each February 15th thereafter.  The amount of each installment under (i) and
(ii) shall be determined each year by dividing the total of whole and
fractional shares in the account by the number of installments remaining to be
paid, including the current installment.


 


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.


 


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.


 


Notwithstanding the foregoing, if an Eligible Employee’s
account balance under the Plan is less than $15,000 at the time of the Employee’s
termination of employment, then such account shall be distributed to the
Employee in a lump sum payment (in the form of TCF Financial stock except for
cash for a fractional share) no later than 30 days after the Employee’s
termination of employment.


 


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 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


 


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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 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


 


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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.


 


(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.


 


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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”),
effective on and after May 16, 2001, 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,
effective on and after May 16, 2001, 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.


 


APPENDIX B


DISTRIBUTION PROCEDURES 


 


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 – ESPP Plan (“SERP
- ESPP Plan).


 


Timing of
Distribution (Lump Sum vs. Installment).  As elected by the employee at the time of
joining the plan.  Superceding 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

  	
  Automatic
  Method — Cash first, then pro rata: The distribution
  will be

  	
  Automatic
  Method — Cash first, then pro rata: The distribution
  will

  



 


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  entirely in whole
  shares of TCF Stock (plus cash for any fractional share).

  	
  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.

  	
  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 from the Diversified Account).

  	
  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 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.

  



 


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•                  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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