Exhibit 10(o)-1


 


TCF
FINANCIAL CORPORATION


2008
MANAGEMENT INCENTIVE PLAN – LEASING EXECUTIVE


 


1.                                       Eligibility - Each Participant shall be given a copy
of this 2008 Management Incentive Plan – Leasing Executive (the “Plan”) and be 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 Chief Executive Officer of TCF Financial (the  “CEO”) who will forward all recommendations
to the Committee for approval.  The
Committee evaluates the performance of the CEO. 
The Committee will consider and evaluate all 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 based upon achievement of the financial goal relating to Return
on Assets (“ROA”) as approved by the Committee, which is achievement of an ROA
of 1% for the combined results of TCF Equipment Finance and Winthrop Resources
for 2008.  The Committee reserves the
right to determine that a lower (or no) bonus should be paid if in its sole
discretion it considers such action warranted. 
Return on Assets will be calculated as provided in the Performance-Based
Plan.  If the combined results of TCF
Equipment Finance and Winthrop Resources equal or exceed an ROA of 1% for 2008,
the bonus due is 200% of salary.


 


4.                                       The Committee may in its discretion,
reduce, defer or eliminate the amount of the incentive determined under
paragraph 3 of this Agreement, for any reason, including performance under
individual performance goals established for the participant which have been
approved by the Committee and are lodged with the minutes.  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.


 


6.                                       This Plan is effective for service on or
after January 1, 2008, 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