Exhibit 10(u)-2


SECRETARIAL CERTIFICATION


OF THE


COMPENSATION/NOMINATING/CORPORATE GOVERNANCE


COMMITTEE


TCF FINANCIAL CORPORATION


October 20, 2008


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Following discussion,
and upon motion duly made, seconded and carried, the following was adopted:


 


RE:  Amendment to TCF Financial Corporation Cash
Balance Pension Plan SERP (Adopted effective as of January 1, 2005)


 


WHEREAS,
the TCF Financial Corporation Cash Balance Pension Plan SERP (Adopted effective
as of January 1, 2005) (“CBPP SERP II”) applies to benefits based on
Covered Compensation earned in calendar year 2005 and thereafter; and


 


WHEREAS,
the Supplemental Employee Retirement Plan for TCF Cash Balance Pension Plan (As
Amended and Restated through January 24, 2005) (“CBPP SERP I”), which
applies to benefits based on Covered Compensation earned in calendar year 2004
and before, has been amended to subject certain benefits payable thereunder to
the provisions of CBPP SERP II; and


 


WHEREAS,
the Committee wishes to amend CBPP SERP II to reflect the amendment to CBPP
SERP I and to provide for the distribution of all benefits in 2009:


 


NOW, THEREFORE, IT IS HEREBY


 


RESOLVED,
that the first paragraph of Section I of the Plan (“Purpose of Plan;
Effective Date of Plan; Effect of Previous SERP Plan”) is amended in its
entirety, to read as follows:


 


“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 (“Cash Balance Plan”).  This Plan is effective for benefits based on
Covered Compensation earned in calendar year 2005 and thereafter and, in the
case of participants who are employed by TCF Financial or any of its direct or
indirect subsidiaries on December 31, 2008, for benefits based on Covered
Compensation earned in calendar year 2004 and before.  A previous plan, the Supplemental Employee
Retirement Plan for TCF Cash Balance Pension Plan (the “Previous SERP Plan”) is
in effect for participants who are not employed by TCF Financial or any of its
direct or indirect subsidiaries on December 31, 2008 for benefits based on
Covered Compensation earned in calendar year 2004 and before.  The Previous SERP Plan is not terminated or
superseded by this Plan for such Participants, but remains in effect for
benefits accrued by such participants 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.”


 













 


FURTHER
RESOLVED, that paragraph (c) of Section IV of the Plan (“Payment of
Benefits”) is amended in its entirety, to read as follows:


 


“(c)         Payment of Benefits.  Each Eligible Employee shall receive a lump
sum distribution in the form of cash equal to the then-current value of such
Employee’s account in this Plan (less applicable withholding) in calendar year
2009; provided, that in the case of an Eligible Employee who separated from
service (within the meaning of IRC § 409A) prior to January 1, 2009,
such distribution shall not be made until six months after the Employee’s
separation from service.  All distributions to an Eligible Employee, beneficiary or survivor
under this Article IV shall be in the form of cash.”


 


FURTHER
RESOLVED, that a new paragraph (f) is added at the end of Section IX
of the Plan (“Miscellaneous”), to read as follows:


 


“(f)          This Plan is intended to satisfy the
requirements for nonqualified deferred compensation plans set forth in IRC §
409A, and it shall be interpreted, administered and construed consistent with
said intent.”


 


This
amendment is effective as of December 31, 2008, with respect to CBPP SERP
II participants who have not received distribution of their benefits prior to
that date.  The changes made by this
amendment are intended to qualify for the transitional relief set forth in
Q&A-19(c) of IRS Notice 2005-1, as amended and clarified by IRS Notices 2006-79
and 2007-86, and they shall be interpreted, administered and construed
consistent with said intent. 
Specifically, and for the avoidance of doubt, this amendment shall not
cause any amount that would otherwise be payable in 2008 to be paid in a later
year, and shall not cause any amount that would otherwise be payable in a later
year to be paid in 2008.


 


I,
Gregory J. Pulles, Secretary of TCF Financial Corporation do hereby certify
that the foregoing is a true and correct copy of excerpt of the unanimous
written consent of the Independent Sub Committee of the Compensation Committee
of the Board of Directors of TCF Financial Corporation adopted on October 20,
2008 and that the unanimous written consent has not been modified or rescinded
as of the date hereof.


 


Dated:  October 20, 2008


 


 


 


(Corporate
Seal)


	
   

  	
   

  	
  /s/
  Gregory J. Pulles

  
	
   

  	
   

  	
  Gregory
  J. Pulles, Secretary