EXHIBIT 10(p).2
EXCERPT FROM MINUTES
PERSONNEL COMMITTEE MEETING
TCF FINANCIAL CORPORATION
DECEMBER 18, 1994
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RE: Senior Officer Deferred Compensation Plan
Following discussion, and upon motion duly made, seconded and carried,
the following resolutions were adopted:
WHEREAS, this Committee has authority to recommend
amendments to the Senior Officer Deferred Compensation
Program for adoption by the board; and
WHEREAS, an amendment (the "Amendment") has been proposed
to change the payout schedule, effective for distributions
commencing on or after 1/1/97 for those participants who
consent to this change pursuant to the plan, to an installment
payout method over 15 years in all cases, subject to potential
negotiation with this Committee of a faster payment schedule in
consideration of such things as possible execution of a
non-competition agreement which is reasonable in scope
(however, this 15-year installment payment period shall apply
to terminations due to disability or death on or after 1/1/95 of
participants who consent to the amendment in accordance with
the terms of this Amendment);
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that this Committee hereby recommends for board
approval the following Amendment revising Section 4 of the
Senior Officer Deferred Plan and Section 4.3 of the Senior
Officer Trust to allow investment in TCF common stock (and
other investments) during any period after leaving the company when
the senior officer continues to have an account in the plan
and restating Section 5 of the Senior Officer Deferred
Compensation Plan to read as follows, effective for
terminations of employment on or after January 1, 1997, except as
otherwise provided in this Amendment:
AMENDMENTS TO TCF FINANCIAL SENIOR OFFICER DEFERRED COMPENSATION PLAN
Sections 4.c. and 5 of the Plan document are amended to read
as follows:
4. TRUST. ... c. An Employee's right to direct the
investment of the Employee's separate account shall continue
during any period of distribution subsequent to the Employee's
termination of employment in the same manner as if the Employee had
continued as an active Employee, although the Committee may,
in its discretion, add additional registered mutual funds or
collective or common trustee funds which are available only
for the accounts of terminated Employees if the Committee deems
such funds to be particularly appropriate or suitable for such
accounts.
5. PAYMENT OF DEFERRED AMOUNTS. Not later than 30 days
following the first day of the calendar month next following
the termination of an Employee's employment or disability (as
defined herein), the Committee shall direct the Trustee to
commence distribution of the amounts credited to such
Employee's Account. Commencing within such 30 day period,
the balance credited to the Employees Account shall be paid
as follows:
a. For distributions commencing on or after January 1,
1997 (or distributions commencing on or after January 1, 1995
after a termination of employment due to death or disability),
payment shall be in fifteen annual installments except that the
Committee may determine on a case by case basis to approve a
different payment schedule for an Employee after taking into
account whether such a schedule would be in the best interests
of TCF Financial, including whether the Employee has executed a
non-competition agreement in form and scope reasonably
acceptable to the Committee, and such other factors as the
Committee considers appropriate in each case. Any alternative
payment schedule approved by the Committee under this
paragraph 5.a. may be in the form of installments over such
period as the Committee selects, in the form of a lump sum, or any
combination of installments and lump sum payments as the
Committee determines to be in TCF Financial's best interests.
For distributions commencing prior to January 1, 1997 and not
after a termination of employment due to death or disability, and
for distributions from the Accounts of Employees who did not
consent to the terms of this paragraph 5.a., the balance in
the Account shall be paid as provided in paragraph h of this
section.
b. The first payment under paragraph 5.a. shall be paid on a date
selected by the Committee which is no later than 30 days after the
Committee's direction as to the form and timing of distributions is made.
Succeeding installments (if any) shall be paid on January 31 of each
calendar year following the calendar year in which the first payment
was made.
c. Each payment shall be made in cash or in kind as the
Committee, in its discretion, shall determine, and each annual
installment payment shall have a value equal to the amount
credited to Employee's Account as of the first day of the calendar
month in which the installment is paid multiplied by a
fraction, the numerator of which is one and the denominator of
which is the number of installments remaining to be paid,
including the current installment.
d. For purposes of this section, an Employee's
employment is considered to terminate as of the date which is
the later of (i) Employee's last date of service for the
Company, or (ii) the last date on which there is an employment
relationship between the Employee and a Company.
e. For purposes of this section, an Employee is disabled
as of the date the Employee is eligible for payments under the
long term disability plan of a Company.
f. In the event installment payments commence and any
installments are unpaid at the time of Employee's death, the
payments shall be made at the times and in such amounts as if
Employee were living to the persons specified in paragraph 7.a.
g. For purposes of this section, an Employee's termination
of employment is considered a retirement if it occurs on or
after the date the employee has attained age 55.
h. For distributions to Employees who did not consent to
the terms of paragraph 5.a. or distributions otherwise not
subject to the terms of Paragraph 5.a., distribution shall
occur or commence within 30 days after the Employee's termination
of employment and shall consist of a single lump sum equal to
the total value of the Employee's Account as of the first day
of the calendar month in which the distribution is made unless the
termination of employment was due to retirement or disability
(as defined herein), in which case the distribution shall be
in five annual installments PROVIDED THAT the Committee shall
reduce the number of installments as necessary to provide for
annual payments of at least $15,000 or, if the value of the
Employee's Account is less than $15,000 as of any annual
installment payment date, the Account shall be paid in full as
of such installment payment date.
i. Notwithstanding any other provision of this Section 5
or any payment schedule approved by the Committee pursuant to
this Section 5 and regardless of whether payments have
commenced under this Section 5, in the event that the Internal
Revenue Service should finally determine with respect to an
Employee who has terminated employment with the Company that
part or all of the value of the Employee's Deferred Amounts or
Plan Account which have not actually been distributed to the
Employee, or that part or all of a related Trust Account which
has not actually been distributed to the Employee, is
nevertheless required to be included in the Employee's gross income
for federal and/or State income tax purposes, then the
Deferred Amounts or the Account or the part thereof that was
determined to be includible in gross income shall be distributed to
the Employee in a lump sum as soon as practicable after such
determination without any action or approval by the Committee.
A "final determination" of the Internal Revenue Service for
purposes of this paragraph 5.i. is a determination in writing by
said Service ordering the payment of additional tax, reporting
of additional gross income or otherwise requiring Plan amounts
to be included in gross income, which is not appealable or which
the Employee does not appeal within the time prescribed for
appeals.
I, Gregory J. Pulles, Secretary of TCF Financial Corporation
do hereby certify that the foregoing is a true and correct copy of
excerpt of minutes of the Personnel Committee of the Corporation
meeting held on December 18, 1994, and that the minutes have not
been modified or rescinded as of the date hereof.
/s/ Gregory J. Pulles
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Gregory J. Pulles
(Corporate Seal)
Dated: March 28, 1995