Exhibit 10(j)


 


	
   

  	
  07-14-04

  



 


TCF Financial Corporation


 


SUPPLEMENTAL EMPLOYEE RETIREMENT
PLAN  – ESPP 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 Employees Stock Purchase Plan (“ESPP
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
ESPP Plan and the TCF Cash Balance Pension Plan (the “TCF Pension Plan”) were
provided under one plan document. 
Effective with this restatement, 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.


 


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.


 





















 


II.            Definitions


 


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


 


(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. Each Eligible Employee may
elect to have treated as SERP Employee Contributions that portion of such
Employee’s Covered Compensation which is earned subsequent to the date of such
election and which does not exceed the sum of the following:


 


(i)  the amount
by which such Employee’s elective deposits are reduced under the ESPP Plan, in
order to cause such Plan to comply with the limitations established by the
average deferral percentage and average contribution percentage limits in the
IRC and the amount by which such Employee’s elective deposits to the ESPP Plan
would otherwise exceed the limitation in Section 402(g) of the IRC; and


 


(ii)  the amount
by which such Employee’s elective deposits are limited under the ESPP Plan by
the restriction of covered compensation under such Plan to the dollar
limitation under Internal Revenue Code § 401(a)(17); and


 


(iii)  the
amount by which such Employee’s elective deposits are limited under the ESPP
Plan by restrictions on covered compensation under such Plan resulting from the
IRC, provided that such amounts shall be includible under this paragraph (iii)
only if the ESPP Plan provides substantially similar coverage for such
amounts.  For purposes of this
subparagraph (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 TCF Financial Senior Officer Deferred
Compensation Plan for so long as the ESPP Plan includes in  covered compensation under such Plan amounts
which are deferred under the ESPP Plan; and


 


(iv)  the amount
by which such Employee’s and Employer’s contributions are limited under the
ESPP to the dollar limitation under IRC § 415; and


 


(v)  for the
calendar year ending December 31, 1988, only, the amount by which such Employee
voluntarily elected to reduce elective deposits to the Stockshare Plan in order
to cause such Plan to comply with the limitations set forth in Sections
401(k)(3) and/or 401(m)(2) of the Internal Revenue Code for such year.


 


Notwithstanding the foregoing, contributions of SERP Employee
Contributions by an Eligible Employee under this paragraph (a) in a calendar
year shall not exceed the amount such Employee could have deposited in the ESPP
Plan from such Employee’s Covered Compensation as defined in this Plan, reduced
by the amount of elective deposits actually made by such Employee to the ESPP
Plan during such calendar year.


 





















 


Any election 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 SERP Employee Contributions is earned, or, if
later, within thirty (30) days after the employee first becomes eligible  (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.  Notwithstanding the foregoing,
an Eligible Employee shall be deemed to have elected all SERP Employee Contributions
available under this Plan, based on the 
percentage of pay election made by the Eligible Employee with respect to
the ESPP Plan, unless such Employee files an election with the Employer prior
to the applicable date above indicating the Employee declines to participate in
this Plan.


 


At the same time as an amount of SERP Employee
Contributions is deferred under this paragraph (a), 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 it
had been contributed as elective deferrals under the ESPP Plan.


 


(b)            Establishing
Accounts and Valuation of Accounts.  On the date that an amount of SERP Employee
Contributions or Employer Matching Contribution under paragraph (a) would
otherwise be paid to the ESPP Plan (the “contribution date”), the amount of
such SERP Employee Contributions or Employer Matching 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.  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.


 





















 


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
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 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.


 


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

  	
   

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

  	
   

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

  	
   

  	
  Alternative Election — Pay by Check:
  You may elect to pay the withholding by check.  TCF Legal will

  	
   

  	
  Alternative Election — Specify Netting:
  You may elect to net the withholding against the distribution on

  



 





















 


	
  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.

  	
   

  	
  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.

  	
   

  	
  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.

  



 


•                  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.