EXHIBIT 10(m)
TCF FINANCIAL CORPORATION
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
Restated as of July 21, 1997
I. PURPOSE OF PLAN
The purpose of this Plan is to provide Eligible Employees with supplemental
retirement benefits as set forth herein to remedy limitations or reductions in
benefits to such Employees under certain tax-qualified plans. This Plan was
originally effective as of October 1, 1988. This restatement of the Plan
includes all amendments to the Plan that have been adopted through July 21,
1997.
II. DEFINITIONS
(a) COMMITTEE. Such members of the Personnel Committee of the Board
of Directors of TCF Financial Corporation ("TCF Financial") who qualify
from time to time as non-employee directors under Rule 16b-3 of the
Securities and Exchange Commission.
(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 Article III of this Plan unless the
employee is also an Active Participant in the Stockshare Plan and no
Employee shall be eligible for benefits under Article IV of this Plan
unless the employee is also a Participant and Qualified Employee in the
TCF Pension Plan and 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) STOCKSHARE PLAN. The "Stockshare Plan" is the TCF Employees' Stock
Ownership Plan - 401(k) 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; provided, however, that for
periods prior to September 1, 1990, the "TCF Pension Plan" is the TCF
Pension Plan as in effect on August 31, 1990.
(e) INTERNAL REVENUE CODE. The "Internal Revenue Code" is the Internal
Revenue Code of 1986, as amended.
(f) DEFERRED COMPENSATION. "Deferred Compensation" is any portion of an
Eligible Employee's Covered Compensation which such Employee has elected to
have treated as Deferred Compensation under Article III of this Plan.
(g) COVERED COMPENSATION. "Covered Compensation" is any compensation
paid to an Eligible Employee by the Employer in any calendar year, as
reported on form W-2, plus any amounts of compensation which would have
been paid to the Employee 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 STOCKSHARE PLAN.
(a) CONTRIBUTIONS OF DEFERRED COMPENSATION AND EMPLOYER MATCHING
CONTRIBUTIONS. Each Eligible Employee may elect to have treated as Deferred
Compensation 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 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; and
(ii) the amount by which such Employee's elective deposits are limited
under the Stockshare Plan by the restriction of covered compensation
under such Plan to the dollar limitation under Internal Revenue Code
Section 401(a)(17); and
(iii) the amount by which such Employee's elective deposits are
limited under the Stockshare Plan by restrictions on covered
compensation under such Plan resulting from anti-discrimination
standards under Internal Revenue Code Sections 401(a)(5)(B) and
414(s). 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 and which are excluded from covered compensation
under the Stockshare Plan as a result of Internal Revenue Code
Sections 401(a)(5)(B) and 414(s); and
(iv) the amount by which such Employee's deposits to the Stockshare
Plan exceed the limitation in Section 402(g) of the Internal Revenue
Code; and
(v) for the calendar year ending December 31, 1988, only, the amount
by which such Employee voluntarily elects 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 Deferred Compensation by an
Eligible Employee under this paragraph (a) in a calendar year shall not
exceed the amount such Employee could have deposited in the Stockshare 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
Stockshare Plan during such calendar year.
Any election of Deferred Compensation pursuant to this section (a) shall be
in writing, shall be made prior to the beginning of the calendar year in
which the Deferred Compensation 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.
At the same time as an amount of Deferred Compensation 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 Stockshare Plan
with respect to such Deferred Compensation if it had been contributed to
the Stockshare Plan, together with the "gross-up" contribution, if any,
provided under section (c) of this Article III.
(b) ESTABLISHING ACCOUNTS AND VALUATION OF ACCOUNTS. On the date that
an amount of Deferred Compensation or Employer Matching Contribution
under paragraph (a) would otherwise be paid to the Stockshare Plan (the
"contribution date"), the amount of such Deferred Compensation 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
increased to reflect the deemed purchase of additional shares upon the
issuance of a cash dividend on such stock, and shall be further adjusted
to reflect any stock splits or stock dividends or other similar events
involving a change in the number or form of outstanding shares of TCF
Financial stock. Adjustments shall be determined in each case by the
Committee and the Committee's determination shall be final.
(c) DISTRIBUTIONS FROM ACCOUNTS. An Eligible Employee shall receive a
lump sum distribution of cash 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 Stockshare 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. Notwithstanding the foregoing, any contributions made
pursuant to subsection (a)(v) of this Article III shall be distributable
as provided in this subsection (c) unless the Employee elected otherwise
prior to the commencement of participation in this Plan and selected a
form of distribution set forth below in this subsection(c). In the
event the Eligible Employee did not make such an election with respect
to contributions under section (a)(v), an Employer contributed to this
Plan a "gross-up" amount which was equal to the reasonable estimate of
TCF Financial of the rate of income tax which will be applicable to the
amount of such Employee's contribution multiplied by the amount of such
contribution.
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, is irrevocable, and is executed prior to the commencement of
such Employee's participation in this Plan: (i) distribution in five equal
annual installments, (ii) distribution in ten equal annual installments, or
(iii) distribution of $10,000.00 annually until the account is depleted.
Installment payments shall commence on the 15th day of the first calendar
quarter
immediately following the Employee's termination of employment with
succeeding amounts paid on each January 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.
In the event of one or more distributions to an Eligible Employee under
this Article III, the Committee shall specify whether such distributions
will be in cash or in TCF Financial stock and for purposes of the
distribution the value of such stock shall be equal to its value on or
about the first day of the calendar month in which a distribution occurs.
IV. SUPPLEMENTAL BENEFITS RELATED TO THE TCF PENSION PLAN.
(a) BENEFITS.
(i) For pension benefits accrued on or before August 31, 1990,
each Eligible Employee shall receive as a supplemental pension
benefit under this Plan the actuarial equivalent of the difference
between the amount such employee will receive in the form of a
normal pension under the TCF Pension Plan (increased by any other
supplements to such Plan provided to such Employee in any other
pension supplementary agreements) and the amount such Employee
would have received in the form of a normal pension under the TCF
Pension Plan (and such other supplements) in the absence of the
Restrictions defined in subsection (b) below. The normal pension
provided under Section IV(a) shall be determined for each Eligible
Employee with respect to the TCF Pension Plan as in effect on
August 31, 1990. This pension shall be paid in a lump sum which is
the actuarial equivalent of the form of the normal pension provided
under the TCF Pension Plan as in effect on August 31, 1990. The
lump sum value of supplemental pension benefits attributable to
service prior to September 1, 1990 shall be determined in
accordance with the actuarial assumptions in use for such purpose
under the TCF Pension Plan as in effect on or about the date the
supplemental pension benefit is paid, determined in a manner
consistent with the way such determinations are made under the TCF
Pension Plan.
(ii) With respect to benefits accrued under the TCF Cash Balance
Pension Plan on and after September 1, 1990, the supplemental
pension benefit under this Plan shall be equal to an Account
Balance which is 0 on September 1, 1990, and thereafter is
increased each month by the difference between the pay credit
provided to the Eligible Employee for such month under the TCF Cash
Balance Pension Plan and the amount such Employee would have
received as a pay credit for such month in the absence of the
Restrictions defined in subsection (b) below. The Eligible
Employee's Account Balance shall also be increased each month by
the interest factor applicable to account balances under Section
4.6 of the TCF Cash Balance Pension Plan as of said month.
(b) "Restrictions" means:
(i) limitations on benefits provided in Internal Revenue Code Section
415 (currently generally $90,000 in annual benefits);
(ii) limitations of Covered Compensation under the TCF Pension Plan to
the dollar limits provided in Internal Revenue Code Section
401(a)(17); and
(iii) limitations on Covered Compensation occurring as a result of the
anti-discrimination provisions of Internal Revenue Code Sections
401(a)(5)(B) and 414(s). For purposes of this sub-paragraph (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 the TCF Financial Senior
Officer Deferred Compensation Plan, and which are excluded from
covered compensation under the TCF Pension Plan as a result of
Internal Revenue Code Sections 401(a)(5)(B) and 414(s).
(c) PAYMENT OF BENEFITS. The Eligible Employee's supplemental
pensionbenefit under this Section IV shall be paid in a lump sum
twelve months after termination of employment of the Eligible
Employee or, in the case of normal, late or early retirement under
the TCF Pension Plan, or death, the amount shall be paid in a lump
sum as soon as practicable thereafter. In the case of death of the
Eligible Employee, such lump sum shall be paid to the Employee's
Beneficiary, as defined in the TCF Pension Plan.
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 Stockshare Plan (Article III benefits) or TCF Pension
Plan (Article IV benefits). 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, to provide for the payment of benefits hereunder but
such assets shall in all cases remain assets of the Employer. 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 Stockshare Plan, unless the employee has designated in
writing and filed with the Committee a different beneficiary for this Plan. An
Eligible Employee's beneficiary or survivor under Article IV of this Plan shall
be the same as the person(s) designated as such pursuant to or under the
provisions of the TCF Pension 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
Stockshare Plan (claims for benefits under Article III) or the TCF Pension Plan
(claims for benefits under Article IV). The claims shall then be processed as
provided for claims under the Stockshare Plan or the TCF Pension Plan, as
applicable, 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:
Personnel Committee, TCF Financial Corporation, 801 Marquette Avenue,
Suite 302, Minneapolis, MN 55402. 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 Stockshare Plan or TCF Pension 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.