Exhibit 10(u)


 


	
   

  	
  07-14-04

  



 


TCF Financial Corporation


 


SUPPLEMENTAL EMPLOYEE RETIREMENT
PLAN


FOR TCF CASH BALANCE PENSION PLAN


(Restated as of July 19,
2004)


 


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 the date of this restatement, 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 with this restatement, 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.


 


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.


 


(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.


 


(i)            The
supplemental pension benefit provided under paragraph (a)(i) this section
relative to benefits accrued under the TCF Pension Plan prior to August 31,
1990 was terminated effective as of May 30, 2003, and all then-remaining
accrued benefits under the supplemental pension benefit were paid out to
participants in a lump sum no later than June 30, 2003.


 


(ii)           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.  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 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 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.


 


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.


 


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.


 


(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.


 


APPENDIX A


(Reserved)


 


APPENDIX B


(Reserved)