Exhibit 10(k)


 


RABBI TRUST


 


This Agreement made this 20th day
of November 2008, by and between TCF Financial Corporation (the “Employer”)
and Mercer Trust Company, (the “Trustee”);


 


WHEREAS the Employer has adopted the TCF EMPLOYEES STOCK PURCHASE PLAN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (“SERP”) (the “Plan”);


 


WHEREAS the Employer has incurred or expects to incur liability under
the terms of such Plan with respect to the individuals participating in such
Plan;


 


WHEREAS the Employer wishes to establish a trust (the “Trust”) and to
contribute to the Trust assets that shall be held therein, subject to the
claims of the Employer’s creditors in the event of the Employer’s Insolvency,
as herein defined, until paid to Plan participants and their beneficiaries in
such manner and at such times as specified in the Plan;


 


WHEREAS it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”);


 


WHEREAS it is the intention of the Employer to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plan;


 


NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:


 


SECTION 1. ESTABLISHMENT OF TRUST


 


a.               The Employer hereby
deposits with the Trustee in trust one hundred dollars ($100) which shall
become the principal of the Trust to be held, administered and disposed of by
the Trustee as provided in this Trust Agreement.


 


b.              The Trust hereby
established shall be revocable by the Employer.


 


c.               The Trust is
intended to be a grantor trust, of which the Employer is the grantor, within
the meaning of subpart E, part I, subchapter J, Chapter 1, subtitle A of the
Internal Revenue Code of 1986, as amended, (the “Code”) and shall be construed
accordingly.


 


d.              The principal of the
Trust, and any earnings thereon shall be held separate and apart form other
funds of the Employer and shall be used exclusively for the uses and purposes
of Plan participants and general creditors as herein set forth.  Plan participants and their beneficiaries
shall have no preferred claim on, or any beneficial ownership interest in, any
assets of the Trust.  Any rights created
under the Plan and 


 


1

















 


this Trust Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against the Employer.  Any assets held by the Trust will be subject
to the claims of the Employer’s general creditors under federal and state law
in the event on Insolvency, as defined in Section 3(a) herein.


 


e.               The Employer, in
its sole discretion, may at any time, or from time to time, make additional
deposits of cash or other property in trust with the Trustee to augment the
principal to be held, administered and disposed of by the Trustee as provided
in this Trust Agreement.  No Plan
participant or beneficiary shall have any right to compel such additional
deposits.


 


f.                 If a plan
administrator other than the Employer had been appointed pursuant to the Plan,
such administrator may act on behalf of the Employer named above for all
purposes of this Agreement, except that the powers and obligations reserved for
the Employer under this Section 1 and under Sections 10, 11 and 12 shall
remain exclusively vested in the Employer;


 


g.              This trust may be
adopted by affiliates of the Employer named above, in order to satisfy their
obligations under the Plan, with the knowledge and consent of such
Employer.  In the event that one or more
affiliated employers adopt the Trust, the following rules shall apply
notwithstanding anything to the contrary:


 


1.               The powers and obligations reserved for
the “Employer” under Sections 5, 7, 8, 9, 10, 11 and 12 and this Section 1.g.
shall remain exclusively vested in the entity first named above.


 


2.               For purposes of
Sections 2, 3, 4, 6 and 13, “Employer” shall mean, with respect to each
separate adopting entity, only that entity. 
Without limiting the foregoing, the provisions of Section 3 shall
apply separately to each such entity, and the assets attributable to an
adopting entity’s contributions shall be subject to the claims of only that
entity’s general creditors, regardless of the solvency or obligations of any
other adopting entity.  Notwithstanding
the foregoing, if stock of the Employer first named above (“Parent Stock”) or
other assets are contributed to the Trust for the benefit of employees or
service providers of a subsidiary of the Employer first named above, such
Parent Stock (or other assets) shall be subject to the claims of the creditors
of both the Employer first named above and the subsidiary.


 


3.               A separate adopting
entity other that the Employer named above may terminate its participation in
the Trust, with the knowledge and consent of such Employer, subject to Section 12(b),
by written notice to the Trustee and the Employer first named above.


 


2

















 


SECTION 2.  PAYMENTS TO PLAN
PARTICIPANTS AND THEIR BENEFICIARIES.


 


a.               The Employer shall
deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the
amounts payable in respect of each Plan participant (and his or her
beneficiary), that provides a formula or other instructions acceptable to the
Trustee for determining the amounts so payable, the form in which such amount
is to be paid (as provided for or available under the Plan), and the time of
commencement for payment of such amounts. 
The Trustee will issue checks hereunder representing final payment of
cash disbursements from the plan.  Mercer
will net any remaining applicable withholding from payments issued to
participants and transmit these withholding assets directly to Employer to
facilitate W-2 tax reporting.  The
Employer shall make provision for the reporting and withholding of any federal,
state or local taxes that may be required to be withheld with respect to the
payment of benefits pursuant to the terms of the Plan and shall pay amounts
withheld to the appropriate taxing authorities. 
The Employer shall be solely responsible for the accuracy of such
withholding calculations and related matters and shall make withholding
information available to Trustee immediately upon Trustee’s reasonable
request.  The parties specifically
acknowledge and agree that Trustee shall be serving only as a mere disbursing
vendor in this regard, and not in any agency or fiduciary capacity, consistent
with federal regulation 26 CFR 31.3505-1 (c)


 


b.              The entitlement of a
Plan participant or beneficiary to benefits under the Plan shall be determined
by the Employer or such party as it shall designate under the Plan, and any
claim for such benefits shall be considered and reviewed under the procedures
set out in the Plan.


 


c.               The Employer may
make payment of benefits, less income taxes, and FICA taxes to the extent
applicable, directly to Plan participants or their beneficiaries as they become
due under the terms of the Plan.  The Employer
shall notify the Trustee of its decision to make payment of benefits directly
prior to the time amounts are payable to participants or their beneficiaries,
and if such payments are made, may be reimbursed from Trust to the extent of
such benefits.  In addition, if the
principal of the Trust, and any earnings thereon, are not sufficient to make
payments of Plan benefits directly from the Trust, the Employer shall make the
balance of each such payment as it falls due. 
The Trustee shall notify the Employer when principal and earnings are not
sufficient.


 


SECTION 3.  TRUSTEE
ESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN THE EMPLOYER IS
INSOLVENT.


 


a.               The Trustee shall
cease payment of benefits to Plan participants and their beneficiaries if the
Employer is Insolvent.  The Employer
shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the
Employer is unable to pay its debts as they become due, (ii) the Employer
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code; or (iii) the Employer is determined to be insolvent by the Federal
Deposit Insurance Corporation.


 


3

















 


b.              At all times during
the continuance of this Trust, as provided in Section 1(d) hereof,
the principal and income of the Trust shall be subject to claims of general
creditors of the Employer under federal and state law as set forth below.


 


1.               The Board of Directors and the Chief
Executive Officer of the Employer shall have the duty to inform the Trustee in
writing of the Employer’s Insolvency.  If
a person claiming to be a creditor of the Employer alleges in writing to the
Trustee that the Employer has become Insolvent, the Trustee shall determine
whether the Employer is Insolvent and, pending such determination, the Trustee
shall discontinue payment of benefits to Plan participants or their
beneficiaries.


 


2.               Unless the Trustee has actual knowledge
of the Employer’s Insolvency, or has received notice from the Employer or a
person claiming to be a creditor alleging that the Employer is Insolvent, the
Trustee shall have no duty to inquire whether the Employer in Insolvent.  The Trustee may in all events rely on such
evidence concerning the Employer’s solvency as may be furnished to the Trustee
and that provides the Trustee with a reasonable basis for making a determination
concerning the Employer’s solvency.  The
Trustee may, however, at any time inquire in writing of the Chief Executive
Officer of the Employer as to whether the Employer is Insolvent, and unless the
Trustee receives written confirmation from such Chief Executive Officer with
ten (10) days, that the Employer is not Insolvent the Trustee shall be
deemed to have actual notice that the Employer is Insolvent and shall act
accordingly.


 


3.               If at any time the Trustee has
determined that the Employer is Insolvent or under paragraph (2), the Trustee
is deemed to have actual notice that the Employer is Insolvent, the Trustee
shall discontinue payments to Plan participants or their beneficiaries and
shall hold the assets of the Trust for the benefit of the Employer’s general creditors.  Nothing in this Trust Agreement shall in any
way diminish any rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of the Employer with respect to benefits due
under the Plan or otherwise.


 


4.               The Trustee shall resume the payment of
benefits to Plan participants or their beneficiaries in accordance with Section 2
of this Trust Agreement only after the Trustee had determined that the Employer
is not Insolvent (or is no longer Insolvent).


 


5.               Provided that there are sufficient
assets, if the Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3(b) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan participants or their
beneficiaries under the terms of the Plan for the period of such
discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by the Employer in lieu of the payments
provided for hereunder during any such period of discontinuance.


 


4

















 


SECTION 4.  PAYMENTS TO THE
EMPLOYER.


 


Except as provided in Sections 2(c) and
(d), Section 3, and Section 12 hereof, the Employer shall have no right
or power to direct the Trustee to return to the Employer or to divert to others
any of the Trust assets before all benefit payments have been made to Plan
participants and their beneficiaries pursuant to the terms of the Plan.


 


SECTION 5.  INVESTMENT AUTHORITY.


 


a.               The Trustee shall
invest and reinvest the assets of the Trust in such assets as directed by the
Employer and agreed upon by the Trustee. 
Except as provided in (b) below, all rights associated with assets
of the Trust shall be exercised by the Trustee or the person designated by the
Trustee, and shall in no event be exercisable by or rest with Plan
participants.


 


b.              Any voting rights
with respect to Trust assets will be exercised by the Employer and dividend
rights with respect to the Trust assets will rest with the Employer.


 


c.               The Trustee may
invest in securities (including stock) or obligations issued by the Employer
first named above.


 


d.              Except to the extent
that such powers may be limited by applicable regulatory authority, or as
otherwise directed by the Employer in writing, the Trustee shall have the
following powers and rights, and be subject to the following duties with
respect to the Trust, in addition to those provided elsewhere in the Trust or
by law:


 


1.               To receive and hold
all contributions paid to it under the Plan; provided, however, that it shall
have no duty to require any contributions to be made to it.


 


2.               To retain in cash
or cash equivalents either all or a portion of the Trust, either to await
investment or to meet contemplated payments of Plan benefits, and to deposit
funds (in savings accounts, certificates of deposit or checking accounts) in
any financial institution supervised by the United States or a State, including,
if the Trustee is a bank, its own banking department or the banking department
of an affiliate, if such deposits bear a reasonable rate of interest.


 


3.               To invest in units
of any common trust fund or money market or daily interest fund operated or
approved by the Trustee.


 


4.               To make payments
from the Trust to such persons, in such manner, at such times and in such
amounts as the Employer shall direct, without inquiring as to whether a payee
is entitled to the payment or as to whether the payment is proper, to the
extent such payment is made in good faith without actual notice or knowledge of
the impropriety of such payment.


 


5

















 


5.               As directed by the Employer,
to compromise, contest, arbitrate, settle or abandon claims and demands.


 


6.               As directed by the
Employer, to begin, maintain or defend any litigation necessary or appropriate
in connection with the investment, reinvestment and administration of the
Trust.


 


7.               To hold securities
in its name as Trustee or in the name of its nominee or nominees, or in such
other form as it determines best, with or without disclosing the trust
relationship, and to execute such documents as are necessary to accomplish the
foregoing; provided, however, that the records of the Trustee shall indicate
the actual ownership or such securities or other property.


 


8.               To make, execute,
acknowledge and deliver any and all instruments that may be necessary or
appropriate to carry out the powers herein granted.


 


9.               To require, before
making any payment, such release or other document from any taxing authority or
such indemnity from the intended payee as the Trustee deems necessary.


 


SECTION 6. DISPOSITION OF INCOME.


 


During the term of the Trust, all income received by the Trust shall be
accumulated and reinvested.


 


SECTION 7. ACCOUNTING BY THE TRUSTEE.


 


The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to
made, including such specific records as shall be agreed upon in writing between
the Employer and the Trustee.  Within 90
days following the close of each calendar year and within 90 days after the
removal or resignation of the Trustee, the Trustee shall deliver to the
Employer a written account of its administration of the Trust during such year
or during the period from the close of the last preceding year to the date of
such removal or resignation, setting forth all investments, receipts,
disbursements and other transaction effected by it, including a description of
all securities and investments purchased and sold with the cost or net proceeds
of such purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities and other property held in the
Trust at the end of such year or as of the date of such removal or resignation,
as the case may be.


 


SECTION 8. RESPONSIBILITY OF THE TRUSTEE.


 


a.               The Trustee shall
act with care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with
like aims; provided, however, that the Trustee shall incur no liability to any
person for any action 


 


6

















 


taken pursuant to a direction, request or
approval given by the Employer which is contemplated by, and in conformity
with, the terms of the Plan or the Trust and is given in writing by the
Employer.  In the event of a dispute
between the Employer and a party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute.


 


b.              If the Trustee
undertakes or defends any litigation arising in connection with this Trust, the
Employer agrees to indemnify the Trustee against the Trustee’s costs, expenses
and liabilities (including, without limitation, attorneys’ fees and expenses)
relating thereto and to be primarily liable for such payments.  If the Employer does not pay such costs,
expenses and liabilities within 30 days of being billed for such amounts, the
Trustee may obtain payment from the Trust.


 


c.               The Trustee may
consult with legal counsel (who may also be counsel for the Employer) with
respect to any of its duties or obligations hereunder.


 


d.              The Trustee may hire
agents, accountants, actuaries, investment advisors, financial consultants or
other professionals to assist it in performing any of its duties or obligations
hereunder.


 


e.               The Trustee shall
have, without exclusion, all powers conferred on trustees by applicable law,
unless expressly provided otherwise herein.


 


f.                 Notwithstanding
any powers granted to the Trustee pursuant to this Trust Agreement or to
applicable law, the Trustee shall not have any power that could give the Trust
the objective of carrying on a business and dividing the gains therefrom, within
the meaning of Section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Code.


 


SECTION 9. COMPENSATION AND EXPENSES OF THE TRUSTEE.


 


The Employer shall pay all administrative expenses and the Trustee’s
fees and expenses.  If not so paid within
30 days of the billing of such amounts, the fees and expenses shall be paid
from the Trust.


 


SECTION 10. RESIGNATION AND REMOVAL OF THE TRUSTEE.


 


a.               The Trustee may
resign at any time by written notice to the Employer, which shall be effective
60 days after receipt of such notice unless the Employer and the Trustee agree
otherwise.


 


b.              The Trustee may be
removed by the Employer on 60 days’ notice or upon shorter notice accepted by
the Trustee.


 


c.               Upon resignation or
removal of the Trustee and appointment of a successor Trustee, all assets shall
subsequently be transferred to the successor Trustee.  The transfer 


 


7

















 


shall be completed within 60 days after receipt of notice of resignation,
removal or transfer, unless the Employer extends the time limit.


 


d.              If the Trustee
resigns or is removed, a successor shall be appointed, in accordance with Section 11
hereof, by the effective date of resignation or removal under paragraph (a) or
(b) of this section.  If no such
appointment has been made, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions.  All expenses of the Trustee in connection
with the proceeding shall be allowed as administrative expenses of the Trust.


 


SECTION 11.  APPOINTMENT OF
SUCCESSOR.


 


a.               If the Trustee
resigns or is removed in accordance with Section 10(a) or (b) hereof,
the Employer may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers under state law, as a
successor to replace the Trustee upon resignation or removal.  The appointment shall be effective when
accepted in writing by the new Trustee, who shall have all of the rights and
powers of the former Trustee, including ownership rights in the Trust
assets.   The former Trustee shall
execute any instrument necessary or reasonably requested by the Employer or the
successor Trustee to evidence the transfer.


 


b.              The successor
Trustee need not examine the records and acts of any prior Trustee and may
retain or dispose of existing Trust assets, subject to Section 7 and 8
hereof.  The successor Trustee shall not
be responsible for, and the Employer shall indemnify and defend the successor
Trustee form, any claim or liability resulting from any action or inaction of
any prior Trustee or form any other past event, or any condition existing at
the time it becomes successor Trustee.


 


SECTION 12. AMENDMENT OR TERMINATION.


 


a.               This Trust
Agreement supersedes any prior agreements, understanding, or negotiations, oral
or written, sign or unsigned, between the parties and is the final complete and
full understanding between the parties. 
It may be amended only be a written instrument executed by the Trustee
and the Employer.  Notwithstanding the
foregoing, no such amendment shall deprive an eligible employee or beneficiary
or survivor thereof of any benefits accrued under this Trust prior to such
amendment without the written consent of such employee or, if deceased, the
beneficiary or survivor thereof.


 


b.              The Employer may
terminate the Trust at any time; provided, that such termination shall not
deprive an eligible employee or beneficiary or survivor thereof of any benefits
accrued under this Trust prior to such termination without the written consent
of such employee, or if deceased, the beneficiary or survivor thereof.  Upon termination of the Trust, any assets
remaining in the Trust shall be returned to the Employer first named above.


 


8

















 


SECTION 13. CODE SECTION 409A.


 


Notwithstanding anything herein to the contrary:


 


a.               None of the assets
of the Trust shall be located or transferred outside of the United States,
except that Trust assets may be located in a foreign jurisdiction if
substantially all of the services to which the nonqualified deferred
compensation funded by such assets relates are performed in such jurisdiction.


 


b.              In no event shall
assets of the Trust become restricted to the provision of benefits under the
Plan in connection with a change in the Company’s financial health.


 


c.               In no event shall
assets of the Trust become restricted to the provision of benefits under the
Plan in connection with a Restricted Period (or other similar financial measure
determined by the Secretary of the Treasury).


 


d.              No assets shall be
transferred to, or set aside or reserved (directly or indirectly) in, the Trust
during any Restricted Period for purposes of paying deferred compensation of an
Applicable Covered Employee.


 


e.               For the purposes of
this Section 13:


 


1.               “Restricted Period”
means, with respect to any single-employer defined benefit plan of the Employer
or any member of the Employer’s commonly controlled group:


 


A.           any period during which
the plan is in at-risk status (as defined in section 430(i) of the Code);


 


B.             any period during
which the plan sponsor is a debtor in a case under title 11, United States
Code, or any similar federal or state law; and


 


C.             the 12-month period beginning
on the date which is six months before the termination date of the plan if, as
of the termination date, the plan is not sufficient for benefit liabilities
(within the meaning of section 4041 of the ERISA).


 


2.               “Applicable Covered
Employee” means:


 


A.           a Covered Employee of a
plan sponsor or of a member of a controlled group that includes the plan
sponsor; and


 


B.             a former employee who
was a Covered Employee at the time of termination of employment with the plan
sponsor or a member of a controlled group that includes the plan sponsor.


 


9

















 


3.               “Covered Employee”
means an individual described in section 162(m)(3) of the Code or an
individual subject to the requirements of section 16(a) of the Securities
Exchange Act of 1934.


 


The provisions of this Section 13 are intended to satisfy the
requirements set forth in section 409A(b) of the Code, and they shall be
interpreted, administered and construed consistent with said intent.


 


SECTION 14. MISCELLANEOUS.


 


a.               Any provision of
this Trust Agreement prohibited by law shall be ineffective to the extent of
any such prohibition, without invalidating the remaining provisions hereof.


 


b.              Benefits payable to
Plan participants and their beneficiaries under this Trust Agreement may not be
anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.


 


c.               This Trust
Agreement shall be governed by and construed in accordance with the laws of the
State of New York; except to the extent the same are preempted by applicable
federal law.


 


d.              The
attached addenda are incorporated as part of this Trust Agreement.


 


SECTION 15. EFFECTIVE DATE.


 


This Trust Agreement shall be effective as of
January 1, 2009.


 


IN WITNESS WHEREOF, the Employer and the
Trustee have caused this Agreement to be signed by their duly authorized
officers, all as of the date and year last above written.


 


 


	
  TCF FINANCIAL CORPORATION

  	
   

  	
  MERCER TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Barbara Shaw

  	
   

  	
  By:

  	
  /s/ Robert Parish

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP, Director of Corporate H.R.

  	
   

  	
  Title:

  	
  Trust Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  11/20/2008

  	
   

  	
  Date:

  	
  11/24/2008

  	
   

  
										



 


10

















 


SCHEDULE A


TCF FINANCIAL NONQUALIFIED SERP DIVIDENDS
PROCESS


 




TCF Financial Nonqualified SERP Dividends





Pass-through dividend set up and process flow to accommodate the flat
rate withholding for W-2 income reporting by TCF


 


1.                     All TCF SERP
participants receive dividends in cash and are identified via a Div Pass Thru
Election. Note: All dividends are pass-thru.


 


2.                     TCF will
provide withholding election exceptions to Mercer prior to dividend payable
date.


 


3.                     Mercer will
execute the following 3 transactions on each dividend payable date:


 


Dividend Allocation


Dividend withdrawal distribution


Taxation Transfer


 


4.                     A Dividend
transaction will post the cash dividend transaction to the dividend
pass-through participant’s account on the recordkeeping system.


 


5.                     Mercer Trust
Company will apply the stock dividend wire to the TCF cash account.


 


6.                     The Dividend
withdrawal transaction will withdraw 75% (unless otherwise noted) of the amount
posted to uninvested cash, interface with OmniPay, and issue a check
representing the net pass-thru dividend amount paid to the participant.


 


7.                     The taxation
transfer disburses remainder of cash dividend amount (25%, unless otherwise
noted). This represents the flat rate withholding amount to be returned to TCF.
Processing the transfer ensures the withholding dollars remain in the plan’s
cash account (to facilitate wire back to TCF) and are not sent to the qualified
plan Fed withholding account. Note: TCF may receive personal checks directly
from participants. In these instances, Mercer will not code withholding upon
distribution processing.


 


8.                     Together the
dividend disbursement records and the taxation transfer represent the audit
trail of the dividend payment and withholding amount returned to TCF to
facilitate W-2 tax reporting. The total of the two files equal the amount of
cash moved into the plan from trust.


 


9.                     Client
Service team facilitates wire to TCF for W-2 tax reporting.


 


10.               Mercer sends FTP
dividend file to TCF by the 10th day of the following month. 1st file from Mercer will be March 2009.
Note: TCF will overwrite tax reporting for participant tax payments via
personal check.


 


11

















 


11.               TCF to provide
reciprocal file to Mercer confirming the submittal of withholding to the IRS.


 


12

















 


SCHEDULE B


TCF FINANCIAL NONQUALIFIED SERP DISTRIBUTIONS
PROCESS


 




TCF Financial Nonqualified SERP Distributions





Distribution set up and process flow to accommodate monthly SERP
Distributions.


 


1.                     All TCF SERP
participant distributions are processed in lump sum (includes periodic
payments/installments). TCF stock is distributed in-kind. Vanguard assets are
distributed in cash.


 


2.                     Mercer will
execute the distribution transactions upon written direction/spreadsheet from
TCF (a sample of the Payment Request spreadsheet is attached). The direction
will include SERP payment calculations and the applicable tax withholding.
Federal is 25%, unless otherwise noted and state withholding is per state of
residency upon distribution.


 


3.                     Participants
will forfeit non-vested TCF stock. The stock is sold and the forfeited dollars
are transferred to the Vanguard Money Market account.


 


4.                     Mercer will
post the distribution with the applicable tax withholding to the participant’s
account. Mercer will initiate the sale of mutual funds. TCF stock will be
issued in-kind via DTC or Stock Statement, fractional shares will be sold.


 


Note: Shares of TCF stock may be sold to facilitate forfeiture and fed
tax withholding. The withholding hierarchy will be to first use proceeds from
the Vanguard funds and the sell TCF stock if necessary to complete the full
withholding requirement of the distribution.


 


5.                     Mercer Trust
Company will liquidate the assets from the TCF cash account. Mellon initiates
the TCF Stock DTC or Stock Statement.


 


6.                     Mercer will
issue the distribution check (net of taxes) to the participant’s address of
record.


 


7.                     The
participant’s disbursement records will reflect the distribution payment and
withholding amount returned to TCF to facilitate tax reporting. The total of
the two equal the amount of cash and shares distributed from the trust.


 


8.                     Client
Service team facilitates wire to TCF for tax reporting.


 


9.                     Client
Service team to provide a spreadsheet of SERP Distribution details to TCF via
Mercer Connect.


 


13

















 


SCHEDULE C


SAMPLE OF SERP DISTRIBUTIONS


 


SAMPLE SERP PAYMENT REQUEST


 




	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Withholding

  	
   

  	
   

  
	
  Payment Date

  (if requested)

  	
  Participant
  Name

  	
  Participant

  SSN

  	
  Termination
  Date

  	
  Prior
  Plan /

  New Plan

  	
  SERP

  Vesting

  Percent

  	
  Payment

  Request (See

  Comment)

  	
  Withholding

  from payment

  (Y/N)

  	
  Federal

  	
  State

  	
  DTC
  Delivery Information

  	
  Residual

  Cash/Vanguard/Cash/Confirmation Notice 

  Delivery
  Information

  
	
  1/28/2008

  	
  Name 1

  	
  111-11-1111

  	
  12/31/2007

  	
  Old Plan

  	
  100%

  	
  1/10
  of prior plan balance

  	
  Y

  	
  25.00%

  	
  4.35%

  	
  Merrill Lynch, DTC #0000,
  Account #000-00000 (Contact Name, number)

  	
  Send Confirm and fractional
  check to participant’s home address: Number Street City, State Postal

  
	
  2/15/2008

  	
  Name 2

  	
  ###-##-####

  	
  2/19/2002

  	
  Old Plan

  	
  100%

  	
  $10,000

  	
  Y

  	
  25.00%

  	
  4.75%

  	
  UBS, DTC #0000, Account
  #00000000 00, contact name, number)

  	
  Send Confirm and fractional
  check to participant’s home address: Number Street City, State Postal

  
	
  2/15/2008

  	
  Name 3

  	
  ###-##-####

  	
  7/8/2005

  	
  Old Plan

  	
  100%

  	
  1/7th
  of account

  	
  Y

  	
  25.00%

  	
  6.25%

  	
   

  Shares of TCF stock and
  cash for fractional share to Merrill Lynch, DTC #0000, Account #000-00000.
  Contact name, number

  	
  (see DTC
  delivery information)

  
	
  7/10/2008

  	
  Name 4

  	
  ###-##-####

  	
  1/10/2008

  	
  New Plan

  	
  100%

  	
  100%

  	
  Y

  	
  25.00%

  	
  3.00%

  	
   

  DRS

  	
  participant’s home address:
  Number Street

  
	
  8/4/2008

  	
  Name 5

  	
  ###-##-####

  	
  1/31/2008

  	
  New Plan

  	
  40%

  	
  100%

  	
  Y

  	
  25.00%

  	
  6.25%

  	
  DRS

  	
  Send Confirm and fractional
  check to participant’s home address: Number Street City, State Postal

  
	
  8/4/2008

  	
  Name 6

  	
  ###-##-####

  	
  2/1/2008

  	
  New Plan

  	
  100%

  	
  100%

  	
  Y

  	
  25.00%

  	
  4.35%

  	
  Fidelity Brokerage, DTC
  #0000, Account #00000000

  	
  Send Confirm and fractional
  check to participant’s home address: Number Street City, State Postal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


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