EXHIBIT 10(c) - #1
TCF FINANCIAL EXECUTIVE DEFERRED COMPENSATION PLAN
Amended and Restated as of July 21, 1997
1. DEFERRAL OF INCENTIVE COMPENSATION AND SALARIES.
a. From time to time eligible employees ("Employees") of TCF Financial
Corporation ("TCF Financial") or any of its direct or indirect subsidiaries
(each such corporation being referred to hereinafter as the "Company") may, by
written notice, elect to have payment of a portion of their salary for the next
succeeding calendar year, and/or all or a portion of their incentive
compensation payable for the next succeeding calendar year, deferred as
hereinafter provided. Each such deferral of compensation shall be (and is
hereinafter referred to as) a "Deferred Amount." Notwithstanding the foregoing,
however, an Employee may not elect to defer any portion of salary or incentive
compensation with respect to any calendar year, unless such Employee's deferrals
with respect to such year are at least $1,000 in the aggregate, and no deferral
may be made of any salary or incentive compensation payable within 12 months
after such Employee has received a distribution of pre-tax from the TCF
Employees Stock Ownership Plan - 401(k) pursuant to the financial hardship
withdrawal provisions of such plan.
b. Any elections with respect to Deferred Amounts of salary shall be
exercised in writing by the Employee prior to the latest to occur of the
following: (i) the beginning of the calendar year for which the salary is to be
earned; (ii) such Employee's first day of employment service in that year; or
(iii) the first day of the calendar month next following the date the Employee
first becomes eligible to participate in the Plan. Any election with respect to
Deferred Amounts of incentive compensation shall be made no later than December
31 of the calendar year preceding the calendar year in which the periods of
service are rendered for which the incentive compensation is to be paid. An
election of Deferred Amounts, once made, is irrevocable, except as provided in
paragraph 6 hereof.
c. Deferred Amounts shall be subject to the rules set forth in this
document, and each Employee shall have the right to receive cash payments on
account of previously Deferred Amounts only in the amounts and under the
circumstances hereinafter set forth.
d. Employees eligible to participate in this Plan are Employees of a
Company who have been designated by TCF Financial as subject to the reporting
requirements of Section 16(a) under the Securities Exchange Act of 1934.
Eligibility shall be determined annually as of the latest practicable date prior
to the commencement of each new calendar year. In the event an Employee ceases
to be eligible for this Plan during the course of a calendar year, the
Employee's eligibility shall nevertheless continue through the end of that
calendar year. Notwithstanding the foregoing, individuals who become employees
of a Company 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.
2. PERSONNEL COMMITTEE. The Committee (the "Committee") shall consist of
such members of the Personnel Committee of the Board of Directors of TCF
Financial Corporation who qualify as non-employee directors from time to time
under Rule 16b-3 of the Securities and Exchange Commission. Full power and
authority to construe, interpret, and administer
this Plan document shall be vested in the Committee. The Committee shall
have full power and authority to make each determination provided for in this
Plan document, and in this connection, to promulgate such rules and
regulations as the Committee considers necessary or appropriate for the
implementation and management of this Plan. The Committee shall have sole and
absolute discretion in the performance of its powers and duties under this
Plan. All determinations made by the Committee shall be final, conclusive and
binding upon the Companies, each Employee and former Employee and their
designees, 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.
3. DEFERRED COMPENSATION ACCOUNTS. Each Company shall establish on its
books a separate account ("Account") for each of its Employees who becomes a
participant in this Plan, and each such Account shall be maintained as follows:
a. Each Account shall be credited with the Deferred Amounts elected by
the Employee for whom such Account is established as of the date on which such
Deferred Amount would otherwise have been paid to the Employee.
b. To the extent that a Company has made contributions to the Trust
described in paragraph 4 with respect to an Employee's Deferred Amounts, the
Employee's Account shall thereafter be adjusted as described in paragraph 4. To
the extent such contributions have not been made with respect to an Employee's
Deferred Amounts, and within 30 days after the date on which such Deferred
Amounts are credited to an Employee's Account, they shall have been deemed to
have been invested in such investments as shall be permitted by the Committee
and as the Employee shall direct. While an Employee's Account is deemed to be so
invested, it shall be credited with all interest, dividends (whether in stock,
cash, or other property), stock splits, or other property that would have been
received if the Deferred Amounts had actually been so invested. All cash deemed
to have been received with respect to investments deemed to have been made for
an Employee's Account shall be deemed to be reinvested in such investments as
the Employee shall direct as of a date selected by the Committee, which date
shall be not less than 30 days after receipt of such direction, and the balance
credited to an Employee's Account as of any date shall be equal to the fair
market value of the investments deemed to have been made for such Account as of
such date.
c. Although the value of an Employee's Account is to be measured by
the value of and income from certain investments, the value of and income
from such investments are merely a measuring device to determine the payments
to be made to each Employee hereunder. Each Employee, and each other
recipient of an Employee's Deferred Amounts pursuant to paragraph 7, shall be
and remain an unsecured general creditor of the Company by which he is
employed with respect to any payments due and owing to such Employee
hereunder. If a Company should from time to time, in its discretion,
actually purchase the investments deemed to have been made for an Employee's
Account, either directly or through the trust described in paragraph 4, such
investments shall be solely for the Company's or such trust's own account,
and the Employees shall have no right, title or interest therein.
4. TRUST. TCF Financial may establish a trust (of the type commonly known
as a "rabbi trust") to aid in the accumulation of assets for payment of Deferred
Amounts. In the event that such a Trust is established, the amounts credited to
the Employee's Accounts shall be adjusted as follows:
a. Each Company may, in its discretion, contribute to the trust an
amount equal to the balance credited to the Account of each Employee (other
than Employees who have made the election described in paragraph 3.c.)
employed by such Company on the date of such contribution. Thereafter, each
Company may, in its discretion, contribute to the trust an amount equal to
the Deferred Amounts of the Employees employed by such Company within five
business days after the Deferred Amount is earned by the Employee. The
assets of the trust shall be invested in such investments as may be permitted
by the Committee and directed by an Employee for his own Account. Any
investment direction of an Employee shall be made consistent with Section 10
and shall be irrevocable with respect to the calendar year to which it
applies. Insofar as the trustee of the Trust ("Trustee") has acquired an
investment for an Employee's Account pursuant to such directions, the
Employee shall have the right to determine confidentially whether such
investment will be tendered in a tender or exchange offer, and to direct the
Trustee accordingly. The terms of the trust shall be consistent with the
terms of this Plan. The Trustee shall be a corporate trustee independent of
the Company or, if individual(s), shall not include at any time any person
who is or has been eligible for participation in this Plan. Nothing herein
shall be construed as requiring the Company to make any contributions to the
trust. To the extent such contributions are actually made, the trust assets
shall remain subject to the claims of the Company's general creditors in the
event of its insolvency.
b. The trust shall provide for separate accounts in the name of
each Employee who has elected a Deferred Amount. Except as provided in
paragraph 4.d., from and after the date as of which such accounts are
established, the balances in the Accounts established for Employees pursuant
to this Plan shall be equal to the balances credited to such separate
accounts. Each such separate account shall then be adjusted as follows:
(i) Contributions made by the Companies to the trust on behalf of
such Employee, and all dividends or other distributions made with respect
to property allocated to such separate account, and shall be credited to
such separate account and invested as the Employee shall direct.
(ii) Each Employee's separate account shall be increased by the
amount of any increase in the fair market value, as determined by the
Trustee, of any assets allocated to such separate account, and shall be
decreased by any decrease in the fair market value of such assets, as
determined by the Trustee.
(iii) Each Employee's separate account shall be reduced by any
distributions made to the Employee from the trust which are chargeable to
such separate account.
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.
d. The adjustments described in this paragraph 4 shall only be made to
an Employee's Account to the extent that a Company has made contributions to the
trust pursuant to this paragraph 4. If for any reason such contributions have
not been made then, and only to that extent, the Employee's Account shall be
adjusted as provided in paragraph 3.b.
5. PAYMENT OF DEFERRED AMOUNT. Not later than the next regularly scheduled
meeting of the Committee 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 the 30 day period following the Committee's direction, the
balance credited to the Employee's Account shall be paid as follows:
a. For distributions commencing on or after January 1, 1996 (or
distributions commencing on or after January 1, 1994 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 or will execute 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, 1996 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, or if no date is
selected, the later of 30 days after the Committee's action or 30 days after the
Employee's termination of employment. 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, or if the Committee makes no instruction, the
payment shall be in cash, except that any portion of the Account which is
invested in securities of TCF Financial shall be distributed in kind. Each
annual installment payment shall have a value equal to the amount credited to
Employee's Account, as reported on the latest available account statement 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 if 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 on or about the 30th day 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 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 the 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. Distributions shall be in the
form of cash, except that any portion of the Account invested in securities of
TCF Financial shall be distributed in kind, unless the Committee directs
otherwise, and the value of any portion of the account distributed in cash shall
be equal to the cash received upon its liquidation by the Trustee, provided that
such liquidation occurs on the latest practicable date prior to the distribution
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.
6. EMERGENCY PAYMENTS. In the event of an "unforeseeable emergency" as
determined hereafter, the Committee may determine the amounts payable under
paragraph 5 hereof and pay all or a part of such amounts without regard to the
payment dates provided in paragraph 5 to the extent the Committee determines
that such action is necessary in light of immediate and heavy needs of the
Employee (or his beneficiary) occasioned by severe financial hardship. For the
purposes of this paragraph 6, an "unforeseeable emergency" is a severe financial
hardship to the Employee resulting from a sudden and unexpected illness or
accident of the Employee or beneficiary, or of a dependent (as defined in
Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Employee
or beneficiary, loss of the Employee's or beneficiary's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Employee or beneficiary. Payments shall not be made pursuant to this
paragraph 6 to the extent that such hardship is or may be relieved: (a)
through reimbursement or compensation by insurance or otherwise, (b) by
liquidation of the Employee's or beneficiary's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship,
or (c) by cessation of the Employee's deferrals under the Plan. Such action
shall be taken only if Employee (or Employee's legal representatives or
successors) signs an application describing fully the circumstances which are
deemed to justify the payment, together with an estimate of the amounts
necessary to prevent such hardship, which application shall be approved by
the Committee after making such inquiries as the Committee deems necessary or
appropriate.
7. METHOD OF PAYMENTS.
a. In the event of Employee's death, payments shall be made to the
persons (including a trustee or trustees) named in the last written
instrument signed by Employee and received by the Committee prior to
Employee's death, or if Employee fails to so name any person, the amounts
shall be paid to Employee's estate or the appropriate distributee thereof.
The Committee, the Company, and the Trustee shall be fully protected in
making any payments due hereunder in accordance with what the Committee
believes to be such last written instrument received by it.
b. Payments due to a legally incompetent person may be made in such of
the following ways as the Committee shall determine:
(i) directly to such incompetent person,
(ii) to the legal representative of such incompetent person, or
(iii) to some near relative of the incompetent person to be used
for the latter's benefit.
c. Except as otherwise provided in paragraphs 7.a. and b., all
payments to persons entitled to benefits hereunder shall be made to such
persons in person or upon their personal receipt or endorsement, and shall
not be grantable, transferable, or otherwise assignable in anticipation of
payment thereof, in whole or in part, by the voluntary or involuntary acts of
any such persons, or by operation of law, and shall not be pledged,
encumbered, or otherwise liable or taken for any obligation of such person.
d. All payments to persons entitled to benefits hereunder shall be
made out of the general assets, and shall be the sole obligations, of the
Employer(s) by which the Eligible Employee was employed, except to the extent
that such payments are made out of the trust described in paragraph 4.
8. CLAIMS PROCEDURES.
a. If a claim for benefits made by any person (the "Applicant") is
denied, the Committee shall furnish to the Applicant within 90 days after its
receipt of such claim (or within 180 days after such receipt if special
circumstances require an extension of time) a written notice which: (i)
specifies the reasons for the denial, (ii) refers to the pertinent provisions of
the Plan on which the denial is based, (iii) describes any additional material
or information necessary for the perfection of the claim and explains why such
material or
information is necessary, and (iv) explains the claim review procedures.
b. Upon the written request of the Applicant submitted within 60 days
after his receipt of such written notice, the Committee shall afford the
Applicant a full and fair review of the decision denying the claim and, if so
requested: (i) permit the Applicant to review any documents which are pertinent
to the claim, (ii) permit the Applicant to submit to the Committee issues and
comments in writing, and (iii) afford the Applicant an opportunity to meet with
a quorum of the Committee as a part of the review procedure.
c. Within 60 days after its receipt of a request for review (or within
120 days after such receipt if special circumstances, such as the need to hold a
hearing, require an extension of time) the Committee shall notify the Applicant
in writing of its decision and the reasons for its decision and shall refer the
Applicant to the provisions of the Plan which form the basis for its decision.
9. MISCELLANEOUS.
a. Except as limited by paragraph 7.c. and except that an Employee
shall have a continuing power to designate a new recipient in the event of
Employee's death at any time prior to such death without the consent or approval
of any person theretofore named as Employee's recipient by an instrument meeting
the requirements of paragraph 7.a., this document shall be binding upon and
inure to the benefit of each Company, the Employees, their legal
representatives, successors and assigns, and all persons entitled to benefits
hereunder.
b. Any notice given in connection with this document shall be in
writing and shall be delivered in person or by registered mail or overnight
delivery service, return receipt requested. Any notice given by registered mail
or overnight delivery service shall be deemed to have been given upon the date
of delivery indicated on the return receipt, if correctly addressed.
c. Nothing in this document shall interfere with the rights of any
Employee to participate or share in any profit sharing or pension plan which is
now in force or which may at some future time become a recognized plan of any
Company.
d. Nothing in this document shall be construed as an employment
agreement nor as in any way impairing the right of any Company to terminate an
Employee's employment at will.
e. This Plan constitutes a mere promise by the Company to make benefit
payments in the future, and it is intended to be unfunded for tax purposes and
for the purposes of Title I of ERISA. The rights of an Employee or beneficiary
to receive benefit payments hereunder are solely those of an unsecured general
creditor of the Company.
10. SPECIAL PROVISION FOR EMPLOYEES SUBJECT TO SECTION 16 OF THE SECURITIES
AND EXCHANGE ACT OF 1934. Notwithstanding anything in this Plan to the
contrary, for an Employee who is subject to liability under Section 16 of the
Securities and Exchange Act of 1934, the following special provisions apply:
a. Any election of Deferred Amounts of salary or incentive
compensation under paragraph 1.b. shall be exercised in writing by the
Employee and filed with the
Committee no later than the date prior to the date the first salary or
incentive compensation, part or all of which is to become a Deferred Amount,
is earned.
b. Any investment election under paragraph 3 or 4 relating to initial
or periodic investment of Deferred Amounts in stock of TCF Financial, whether as
a result of an initial or yearly election to participate in the Plan or a change
in the level of participation in the Plan, shall be exercised in writing by the
Employee and filed with the Committee no later than the date prior to the date
the first salary or incentive compensation, part or all of which is to become a
Deferred Amount, is earned. Deferred Amounts of salary or incentive
compensation, to the extent they are forwarded to the trustee, shall be so
forwarded on or immediately after the payroll date of the salary or incentive
compensation which is being deferred and shall be deemed to be invested on the
same date on which the Trustee purchases the designated investments. The
Trustee shall purchase such investments as soon as practicable after the payroll
date for which the Deferred Amount is received, and in the case of investments
consisting of equity securities of TCF Financial, no later than two weeks after
such payroll date, with the exact date and purchase terms to be determined by a
stock broker or other investment professional on the basis of such person's
judgment as to the best available purchase price for the Plan and Trust. If
Deferred Amounts are not forwarded to the Trustee, investments in equity
securities of TCF Financial shall be deemed to occur at the average of the high
and low trading price for such securities on the payroll date.
c. Any investment election under paragraph 3 or 4 relating to
liquidation of existing investments and reinvestment or reapplication of
proceeds within the Plan or Trust shall be exercised in writing and filed with
the Committee by the Employee on any date, provided that any such election
relating to equity securities of TCF Financial is at least six months after the
date of the Employee's last such discretionary election of an opposite type
(buy-sell or sell-buy) relating to equity securities of TCF Financial under this
or any other benefit plan of the Company. Liquidation and/or reinvestment of
funds within the Plan or Trust under Section 3 or 4 shall occur as soon as
practicable after the Employee's election is filed with the Committee, provided
that the Committee determines it is a valid election and, in the case of
liquidation or reinvestment in equity securities of TCF Financial, such election
is implemented by the Trustee no later than two weeks after the date such
election is filed with the Committee and determined to be valid, with the exact
date(s) and terms of any such transaction involving equity securities of TCF
Financial to be determined by a stock broker or other investment professional on
the basis of such person's judgment as to the then best available purchase or
sale price for the Plan and Trust. If Deferred Amounts have not been forwarded
to the Trustee, to the extent there are no actual funds to implement the
Employee's election, such election shall be deemed to be implemented at the
average of the high and low sales prices for the equity securities of TCF
Financial on the date the election was filed with the Committee and determined
to be valid and, for other investments, on such basis as the Trustee reasonably
determines.
d. In the event of one or more distributions under Section 5 of this
Plan to an Employee subject to this Section, the Committee shall specify whether
such distributions will be in cash or in kind (or, if the Committee does not so
specify, the distribution will be in cash except that securities of TCF
Financial will be distributed in kind) and, the value of any cash portion of
such distribution shall be equal to the value obtained upon liquidating the
investment, provided that such liquidation occurs on the latest practicable day
prior to the distribution date.
e. In the case of any Employee subject to this Section, an election
under
Section 6 for an emergency payout resulting in liquidation of equity
securities of TCF Financial shall be exercised by such Employee no sooner
than six months after any election by such Employee to purchase equity
securities of TCF Financial under this plan or any other plan of the Company.
The value of equity securities of TCF Financial for purposes of such
distribution shall be their value on or about the third business day prior to
the date of the distribution.
11. SPECIAL PROVISIONS REGARDING OSPIP AND DEFERRED STOCK. Effective for
deferrals of incentive compensation with respect to the 1992 calendar year and
thereafter, Employees' deferrals of incentive compensation payable in the form
of common stock of TCF Financial pursuant to the Officer's Stock Performance
Incentive Plan ("OSPIP") or otherwise subject to issuance as Deferred Stock
under the Stock Option and Incentive Plan of TCF Financial , the TCF Financial
1995 Stock Incentive Plan, or any successor stock option plan or restricted
stock plan of TCF Financial shall be credited to the Employee's account as
"Deferred Stock" and the Employee shall be prohibited from making any investment
election with respect to such Deferred Stock until the date or dates specified
in an award agreement entered into pursuant to the Stock Option and Incentive
Plan by TCF Financial, subject to acceleration upon the occurrence of events as
specified in such agreement. Upon and after such date or dates, the Deferred
Stock credits to the Employee's account shall be subject to investment elections
the same as any other credits in the Employee's accounts. In the event TCF
Financial so notifies the Trustee, dividend credits on Deferred Stock shall be
withheld until such time as the Deferred Stock becomes subject to investment
elections. In the event the Employee's employment terminates or in the event of
the Employee's disability, any Deferred Stock credits not yet subject to
investment election by the Employee shall be reduced to zero and no benefits
shall be payable with respect to them. Deferred Stock credits shall not be
distributable pursuant to paragraph 6 (Emergency Payments) until they are
subject to investment election by the Employee.
12. TERMINATION OR AMENDMENT. The Board of Directors of TCF Financial may,
in its discretion, terminate or amend this document from time to time, provided,
however, that no such termination or amendment shall (without the Employee's
consent) alter any Employee's right to payments of amounts previously credited
to such Employee's Account or delay the time or times at which an Employee is
entitled to receive payments with respect to his Deferred Amounts, unless such
termination or amendment is necessary as a condition of receiving a ruling from
the Internal Revenue Service that Employees' Deferred Amounts will not be
included in their gross income for Federal income tax purposes until such time
as they are actually paid or otherwise made available to the Employee.
EXHIBIT 10(c) - #2
SECRETARIAL CERTIFICATION
BOARD OF DIRECTORS MEETING
TCF FINANCIAL CORPORATION
DECEMBER 15, 1997
RE: AMENDMENT OF EXECUTIVE AND SENIOR OFFICER DEFERRED COMPENSATION PLANS TO
ALLOW ANNUAL ELECTION OF PAYMENT METHOD
***********************************************************************
Following discussion, and upon motion duly made, seconded and carried, the
following resolutions were adopted:
WHEREAS, this Board is authorized to amend the Executive and/or Senior
Officer Deferred Compensation Plans and
WHEREAS, this Board considers it advisable to amend such plans to allow
terminated participants in pay status to annually elect the timing and form of
the payments to be made in the upcoming year;
NOW, THEREFORE, IT IS HEREBY:
RESOLVED, that Section 5b of the Executive Deferred Compensation Plan and
of the Senior Officer Deferred Compensation Plan is amended effective January 1,
1998 to provide as follows:
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, or if no date
is selected, the later of 30 days after the Committee's action or 30 days
after the Employee's termination of employment. 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, except that an executive
who has terminated employment and commenced receiving payments may elect
each year to have the payment otherwise due on January 31 of the next
succeeding year paid as monthly installments instead, with each payment
made on the last day of each month. Any such election shall be made in
writing and delivered to the Committee on or before December 1 prior to
any year for which it is to be effective. Such election may also indicate
the assets to be liquidated in connection with each monthly payment. The
amount of each monthly payment shall be equal to the amount that would
otherwise be paid in one payment in January, divided by 12. Any assets to
be liquidated in order to pay monthly benefits shall be liquidated on the
last practicable date prior to the installment's payment date. In no event
shall this paragraph be construed as allowing the executive to lengthen or
shorten the number of years over which his or her benefits will be paid;
the election herein pertains only to timing of payments within a year.
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 Board of Directors Meeting of TCF Financial Corporation held on December 15,
1997, and that the minutes have not been modified or rescinded as of the date
hereof.
(Corporate Seal)
Dated: March 19, 1998 /s/ Gregory J. Pulles
-------------------------
Gregory J. Pulles