Prepared by MerrillDirect





Exhibit 10(o)


TCF FINANCIAL CORPORATION

2001 MANAGEMENT INCENTIVE PLAN - EXECUTIVE


1.         Eligibility
- Each Participant shall be given a copy of this 2001 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 Personnel 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 on Exhibit A attached.  EPS will be calculated as provided in the
Performance-Based Plan, using diluted EPS, rounded to the nearest cent.  The bonus percentage shall be calculated, in
the case of EPS achievement  which falls
between goals, by interpolation as follows: 
The amount by which the EPS achievement exceeds the goal shall be
divided by the amount between the EPS goal exceeded and the next EPS goal.  The result shall be stated in the form of a
percentage which shall be multiplied by the total bonus percentage points
between EPS goals.  The result shall be
added to the bonus percentage corresponding to the EPS goal that was
exceeded.  The maximum bonus shall be
200%, even if achievement exceeds $2.70 EPS.


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 Personnel
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, 2001, 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









 


2001
EPS Goals for Executive MIP


	EPS1	$2.35	$2.50	$2.60	$2.65	$2.70
	% of Salary Bonus	0%	50%	100%	150%	200%
	 	 	 	 	 	 
	Maximum Bonus = 200%	 	 	 	 	 
	Bonus percentages will
  be interpolated between goals.	 	 	 	 	 











1
Diluted GAAP EPS