Exhibit 10(o)


 


TCF
FINANCIAL CORPORATION


2005
MANAGEMENT INCENTIVE PLAN - EXECUTIVE


 


1.             Eligibility - Each Participant shall be given a
copy of this 2005 Management Incentive Plan for Executives (the “Plan”) and
required to sign an acknowledgment of its terms.  The participants in the Plan are those
approved by the Compensation/Nominating/Corporate Governance Committee (the “Committee”).


 


2.             All participants will be initially evaluated by the
Chairman of TCF Financial (the  “Chairman”)
who will forward all recommendations to the Committee for approval.  The Committee evaluates the performance of
the Chairman.  The Committee will
consider the diluted Earnings per Share (“EPS”) and shall also evaluate all
other matters it deems appropriate in its sole discretion, subject to limits
imposed on such discretion under the Performance-Based Plan.  Evaluations will be performed pursuant to the
terms of the TCF Performance-Based Compensation Policy for Covered Executive
Officers (the “Performance-Based Plan”) in the case of Covered Executive
Officers (as defined in that Plan).


 


3.             The criteria for awards (subject to paragraph 4) is as
follows:  The amount of incentive payable
to a participant shall be determined by the achievement of EPS financial goals
as approved by the Committee.  EPS will
be calculated as provided in the Performance-Based Plan, using diluted GAAP
EPS, rounded to the nearest cent.  The
maximum bonus shall be 200%.


 


4.             The Committee may in its discretion, reduce, defer or
eliminate the amount of the incentive determined under paragraph 3 of this
Agreement for a Covered Executive Officer in the Performance-Based Plan.  In addition, for participants who are not
subject to the Performance-Based Plan, the Committee may in its discretion
increase the amount of the incentive calculated under paragraph 3 of this
Agreement.  The Committee has authority
to make interpretations under this Plan and to approve the calculations under
Paragraph 3.  Incentive compensation will
be paid in cash as soon as possible following approval of awards by the
Compensation/Nominating/Corporate Governance Committee.  Except for Covered Executive Officers, the
participant must be employed by TCF Financial (or the same subsidiary as
employed by on the date of this Acknowledgment) on the date the incentive is
paid in the same job position as the position for which the incentive was
earned in order to receive the incentive payment.  However, where the participant has
transferred to another position within TCF, the Committee may in its discretion
determine to pay part, none, or all of the incentive based on any factors the
Committee considers relevant.


 


5.             The Committee may amend this Plan from time to time as
it deems appropriate, except that any such amendment shall be in writing and
signed by both TCF Financial and the executive and no amendment may contravene
requirements of the Performance-Based Plan. 
This Plan shall not be construed as a contract of employment, nor shall
it be considered a term of employment, nor as a binding contract to pay
awards.  The undersigned acknowledges
he/she is employed “at will”.


 


6.             This Plan is effective for service on or after January
1, 2005, and supersedes and replaces the prior Management Incentive
Compensation Plan and any other prior incentive arrangements with respect to
executives in this Plan.


 


Acknowledgment


 


I have received, read,
and acknowledge the terms of the foregoing plan.


 


	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Signature