UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934

For the quarterly period ended

June 30, 2003

o Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Commission File

No. 001-10253

TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware		41-1591444
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Lake Street East, Mail Code EX0-03-A, Wayzata, Minnesota 55391-1693
(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (612) 661-6500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at July 31, 2003
Common Stock, $.01 par value		71,497,322 shares

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

					Pages
Part I.		Financial Information

	Item 1.			Financial Statements

		Consolidated Statements of Financial Condition at June 30, 2003 and December 31, 2002			3

		Consolidated Statements of Income for the Three and Six Months Ended June 30, 2003 and 2002			4

		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002			5

		Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2003 and 2002			6

		Notes to Consolidated Financial Statements			7

	Item 2.			Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations for the Three and Six Months Ended June 30, 2003 and 2002	17

	Item 3.			Quantitative and Qualitative Disclosures About Market Risk	39

	Item 4.			Controls and Procedures	42

	Supplementary Information				43

Part II.			Other Information

	Items 1-6				45

Signatures					47

Index to Exhibits					48

PART 1 - FINANCIAL STATEMENTS

ITEM 1. Financial Statements

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

(Dollars in thousands, except per-share data)

(Unaudited)

	At June 30, 2003			At December 31, 2002
ASSETS

Cash and due from banks	$	419,228		$	416,397
Investments	123,102			153,722
Securities available for sale	1,980,830			2,426,794
Loans held for sale	577,367			476,475
Loans and leases:
Consumer	3,299,688			3,005,882
Commercial real estate	1,850,958			1,835,788
Commercial business	475,299			440,074
Leasing and equipment finance	1,079,224			1,039,040
Subtotal	6,705,169			6,320,784
Residential real estate	1,393,183			1,800,344
Total loans and leases	8,098,352			8,121,128
Allowance for loan and lease losses	(77,696		)	(77,008		)
Net loans and leases	8,020,656			8,044,120
Premises and equipment	258,171			243,452
Goodwill	145,462			145,462
Deposit base intangibles	6,740			7,573
Mortgage servicing rights	41,379			62,644
Other assets	234,829			225,430
	$	11,807,764		$	12,202,069

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
Checking	$	3,194,545		$	2,864,896
Savings	2,131,510			2,041,723
Money market	908,392			884,614
Subtotal	6,234,447			5,791,233
Certificates	1,745,290			1,918,755
Total deposits	7,979,737			7,709,988
Short-term borrowings	546,118			842,051
Long-term borrowings	1,959,921			2,268,244
Total borrowings	2,506,039			3,110,295
Accrued expenses and other liabilities	369,919			404,766
Total liabilities	10,855,695			11,225,049
Stockholders’ equity:
Preferred stock, par value $.01 per share, 30,000,000 shares authorized; none issued and outstanding	—			—
Common stock, par value $.01 per share, 280,000,000 shares authorized; 92,536,817 and 92,638,937 shares issued	925			926
Additional paid-in capital	517,373			518,813
Retained earnings, subject to certain restrictions	1,185,261			1,111,955
Accumulated other comprehensive income	33,359			46,102
Treasury stock at cost, 20,942,932 and 18,783,051 shares, and other	(784,849		)	(700,776		)
Total stockholders’ equity	952,069			977,020
	$	11,807,764		$	12,202,069

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per-share data)

(Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2003

2002

2003

2002

Interest income:

Loans and leases

129,554

148,711

261,275

300,462

Securities available for sale

27,483

28,543

61,247

53,134

Loans held for sale

5,788

5,216

11,014

11,536

Investments

1,179

1,764

2,582

3,473

Total interest income

164,004

184,234

336,118

368,605

Interest expense:

Deposits

15,512

25,324

33,989

49,824

Borrowings

28,728

34,601

59,953

69,948

Total interest expense

44,240

59,925

93,942

119,772

Net interest income

119,764

124,309

242,176

248,833

Provision for credit losses

3,127

4,714

5,837

13,868

Net interest income after provision for credit losses

116,637

119,595

236,339

234,965

Non-interest income:

Fees and service charges

62,799

57,104

117,213

104,651

Debit card revenue

14,766

11,771

27,999

22,001

ATM revenue

11,242

11,744

21,657

22,544

Investments and insurance commissions

3,760

3,435

7,280

6,667

Subtotal

92,567

84,054

174,149

155,863

Leasing and equipment finance

11,457

11,839

25,064

26,635

Mortgage banking

(4,728

)

2,826

(5,158

)

6,484

Other

1,707

3,313

3,783

8,099

Fees and other revenue

101,003

102,032

197,838

197,081

Gains on sales of securities available for sale

11,695

—

32,832

6,044

Gains (losses) on termination of debt

—

(6,576

)

—

Gains on sales of branches

—

1,962

Other non-interest income

11,695

—

26,256

8,006

Total non-interest income

112,698

102,032

224,094

205,087

Non-interest expense:

Compensation and employee benefits

73,807

72,885

150,406

145,177

Occupancy and equipment

21,531

20,531

43,130

40,793

Advertising and promotions

6,443

5,803

12,796

11,133

Other

34,952

32,911

69,151

66,449

Total non-interest expense

136,733

132,130

275,483

263,552

Income before income tax expense

92,602

89,497

184,950

176,500

Income tax expense

32,311

31,526

64,532

62,212

Net income

60,291

57,971

120,418

114,288

Earnings per common share:

Basic

.85

.78

1.69

1.53

Diluted

.85

.78

1.68

1.53

Dividends declared per common share

.325

.2875

.65

.575

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2003			2002
Cash flows from operating activities:
Net income	$	120,418		$	114,288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,371			17,192
Mortgage servicing rights amortization and impairment	39,646			8,682
Provision for credit losses	5,837			13,868
Proceeds from sales of loans held for sale	1,522,939			1,192,555
Principal collected on loans held for sale	9,611			7,485
Originations and purchases of loans held for sale	(1,633,106		)	(1,079,776		)
Net (increase) decrease in other assets and accrued expenses and other liabilities	(37,527		)	10,155
Gains on sales of assets	(32,832		)	(8,408		)
Losses on termination of debt	6,576			—
Other, net	(7,863		)	(6,938		)

Total adjustments	(107,348		)	154,815

Net cash provided by operating activities	13,070			269,103

Cash flows from investing activities:
Principal collected on loans and leases	2,165,082			1,551,116
Originations and purchases of loans	(1,941,306		)	(1,291,506		)
Purchases of equipment for lease financing	(248,875		)	(230,086		)
Proceeds from sales of securities available for sale	849,333			270,520
Proceeds from maturities of and principal collected on securities available for sale	426,197			247,917
Purchases of securities available for sale	(818,263		)	(867,520		)
Net decrease in Federal Home Loan Bank stock	31,326			2,291
Purchases of premises and equipment	(30,052		)	(27,000		)
Sales of deposits, net of cash paid	—			(15,206		)
Loans to deferred compensation plans	—			9,783
Other, net	1,366			4,157

Net cash provided (used) by investing activities	434,808			(345,534		)

Cash flows from financing activities:
Net increase in deposits	269,749			474,780
Net decrease in short-term borrowings	(295,933		)	(301,728		)
Proceeds from long-term borrowings	13,184			25,532
Payments on long-term borrowings	(299,473		)	(4,690		)
Purchases of common stock	(92,314		)	(99,636		)
Dividends on common stock	(47,112		)	(43,270		)
Other, net	6,852			6,553

Net cash (used) provided by financing activities	(445,047		)	57,541

Net increase (decrease) in cash and due from banks	2,831			(18,890		)
Cash and due from banks at beginning of period	416,397			386,700
Cash and due from banks at end of period	$	419,228		$	367,810

Supplemental disclosures of cash flow information:
Cash paid for:
Interest on deposits and borrowings	$	92,755		$	120,194
Income taxes	$	71,988		$	42,993
Transfer of loans and leases to other assets	$	15,632		$	29,347

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

	Number of Common Shares Issued		Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock and Other			Total
Balance, December 31, 2001	92,719,544		$	927		$	520,940		$	965,454		$	6,229		$	(576,517	)	$	917,033
Comprehensive income:
Net income	—		—			—			114,288			—			—			114,288
Other comprehensive income	—		—			—			—			16,954			—			16,954
Comprehensive income	—		—			—			114,288			16,954			—			131,242
Dividends on common stock	—		—			—			(43,270		)	—			—			(43,270		)
Repurchase of 1,971,675 shares	—		—			—			—			—			(99,636		)	(99,636		)
Issuance of 50,390 shares	—		—			1,029			—			—			(1,029		)	—
Cancellation of shares	(68,875	)	—			(3,121		)	—			—			407			(2,714		)
Amortization of deferred compensation	—		—			—			—			—			4,708			4,708
Exercise of stock options, 48,656 shares	—		—			1,487			—			—			1,455			2,942
Change in shares held in trust for deferred compensation plans, at cost	—		—			(2,154		)	—			—			2,154			—
Loan payments by deferred compensation plans	—		—			—			—			—			9,783			9,783
Balance, June 30, 2002	92,650,669		$	927		$	518,181		$	1,036,472		$	23,183		$	(658,675	)	$	920,088

Balance, December 31, 2002	92,638,937		$	926		$	518,813		$	1,111,955		$	46,102		$	(700,776	)	$	977,020
Comprehensive income (loss):
Net income	—		—			—			120,418			—			—			120,418
Other comprehensive income (loss)	—		—			—			—			(12,743		)	—			(12,743		)
Comprehensive income (loss)	—		—			—			120,418			(12,743		)	—			107,675
Dividends on common stock	—		—			—			(47,112		)	—			—			(47,112		)
Repurchase of 2,300,250 shares	—		—			—			—			—			(92,314		)	(92,314		)
Issuance of 90,590 shares	—		—			884			—			—			(884		)	—
Cancellation of shares	(102,120	)	(1		)	(2,655		)	—			—			1,775			(881		)
Amortization of deferred compensation	—		—			—			—			—			4,792			4,792
Exercise of stock options, 49,779 shares	—		—			1,265			—			—			1,624			2,889
Change in shares held in trust for deferred compensation plans, at cost	—		—			(934		)	—			—			934			—
Balance, June 30, 2003	92,536,817		$	925		$	517,373		$	1,185,261		$	33,359		$	(784,849	)	$	952,069

See accompanying notes to consolidated financial statements.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with generally accepted accounting principles. The material in this Quarterly Report on Form 10-Q is written with the presumption that the users of the interim financial statements have read or have access to the most recent Annual Report on Form 10-K of TCF Financial Corporation (“TCF” or the “Company”), which contains the latest audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2002 and for the year then ended. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. For Consolidated Statements of Cash Flow purposes, cash and cash equivalents include cash and due from banks.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year.

(2) Investments

The carrying values of investments, which approximate their fair values, consist of the following:

(In thousands)	At June 30, 2003		At December 31, 2002
Federal Home Loan Bank stock, at cost	$	98,088	$	128,855
Federal Reserve Bank stock, at cost	24,045		23,999
Interest-bearing deposits with banks	969		868
Total investments	$	123,102	$	153,722

The Federal Home Loan Bank (“FHLB”) of Des Moines adopted a new capital plan for its member banks, effective July 1, 2003. In connection with this new capital plan, $26.2 million of FHLB stock was redeemed by the FHLB-Des Moines, at cost, on July 1, 2003 at TCF’s request.

(3) Securities Available for Sale

Securities available for sale consist of the following:

	At June 30, 2003										At December 31, 2002
(Dollars in thousands)	Amortized Cost			Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost			Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

Mortgage-backed securities:
Federal agencies	$	1,917,452		$	52,578	$	(38	)	$	1,969,992	$	2,341,549		$	73,225	$	(35	)	$	2,414,739
Private issuer and collateralized mortgage obligations	10,300			—		(212		)	10,088		12,178			4		(877		)	11,305
Other securities	750			—		—			750		750			—		—			750
	$	1,928,502		$	52,578	$	(250	)	$	1,980,830	$	2,354,477		$	73,229	$	(912	)	$	2,426,794

Weighted-average yield	5.38		%								5.96		%

(4) Goodwill and Intangible Assets

Goodwill and intangible assets as of June 30, 2003 are summarized as follows:

	At June 30, 2003						At December 31, 2002
(In thousands)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount

Amortizable intangible assets:
Mortgage servicing rights, net	$	58,453	$	17,074	$	41,379	$	92,525	$	29,881	$	62,644
Deposit base intangibles	21,180		14,440		6,740		21,180		13,607		7,573
Total	$	79,633	$	31,514	$	48,119	$	113,705	$	43,488	$	70,217

Unamortizable intangible assets:
Goodwill (included in Banking Segment)	$	145,462			$	145,462	$	145,462			$	145,462

Amortization expense for intangible assets was $17 million and $9.5 million for the six months ended June 30, 2003 and 2002, respectively. The following table shows the estimated future amortization expense for intangible assets based on existing asset balances and the interest rate environment as of June 30, 2003. The Company’s actual amortization expense in any given period may be significantly different from the estimated amounts depending upon the addition of new intangible assets, changes in mortgage interest rates, prepayment rates and market conditions.

(In thousands)	Mortgage Servicing Rights		Deposit Base Intangibles		Total

Estimated Amortization Expense:
For the remaining six months ending December 31, 2003	$	10,010	$	833	$	10,843

For the year ended December 31, 2004	13,124		1,662		14,786
For the year ended December 31, 2005	8,749		1,659		10,408
For the year ended December 31, 2006	5,053		1,630		6,683
For the year ended December 31, 2007	2,885		913		3,798
For the year ended December 31, 2008	1,558		17		1,575

At January 1, 2003, management finalized its annual impairment testing as required under Statement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill and Other Intangible Assets,” and concluded that goodwill was not impaired. There have been no subsequent events that have occurred that would change the conclusions reached.

(5) Mortgage Banking

The activity in mortgage servicing rights and the related valuation allowance is summarized as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2003			2002			2003			2002

Mortgage servicing rights at beginning of period	$	65,299		$	67,117		$	71,990		$	63,607
Wholesale purchases	7,425			6,251			11,741			12,201
Retail originations	3,346			1,570			6,640			4,055
Amortization	(8,345		)	(4,757		)	(16,146		)	(8,682		)
Impairment write-down	(20,000		)	—			(26,500		)	(1,000		)
Mortgage servicing rights at end of period	47,725			70,181			47,725			70,181
Valuation allowance at beginning of period	(12,346		)	(4,346		)	(9,346		)	(5,346		)
Provision for impairment	(14,000		)	—			(23,500		)	—
Impairment write-down	20,000			—			26,500			1,000
Valuation allowance at end of period	(6,346		)	(4,346		)	(6,346		)	(4,346		)
Mortgage servicing rights, net	$	41,379		$	65,835		$	41,379		$	65,835

The estimated fair value of mortgage servicing rights included in the Consolidated Statements of Financial Condition at June 30, 2003 was approximately $43.4 million. The estimated fair value of capitalized mortgage servicing rights is based on estimated cash flows discounted using rates management believes are commensurate with the risks involved. Assumptions regarding prepayments, defaults and interest rates are determined using available market information.

The following table represents the components of mortgage banking revenue:

	Three Months Ended June 30,					Change					Six Months Ended June 30,					Change
(Dollars in thousands)	2003			2002		$			%		2003			2002		$			%

Servicing income	$	5,363		$	4,845	$	518		10.7	%	$	10,796		$	9,491	$	1,305		13.7	%
Less mortgage servicing:
Amortization	8,345			4,757		3,588			75.4		16,146			8,682		7,464			86.0
Impairment	14,000			—		14,000			N.M.		23,500			—		23,500			N.M.
Subtotal	22,345			4,757		17,588			N.M.		39,646			8,682		30,964			N.M.
Net servicing income (loss)	(16,982		)	88		(17,070		)	N.M.		(28,850		)	809		(29,659		)	N.M.
Gains on sales of loans	10,963			1,895		9,068			N.M.		21,589			4,039		17,550			N.M.
Other income	1,291			843		448			53.1		2,103			1,636		467			28.5
Total mortgage banking revenue	$	(4,728	)	$	2,826	$	(7,554	)	N.M.		$	(5,158	)	$	6,484	$	(11,642	)	N.M.

N.M. Not meaningful

At June 30, 2003 and 2002, TCF was servicing residential real estate loans for others with aggregate unpaid principal balances of approximately $5.3 billion and $5.2 billion respectively. At June 30, 2003 and 2002, TCF had custodial funds of $321.8 million and $130.9 million, respectively, relating to the servicing of residential real estate loans, which are included in deposits in the Consolidated Statements of Financial Condition. These custodial deposits relate primarily to mortgage servicing operations and represent customer funds for taxes and insurance and funds due investors on mortgage loans serviced by TCF.

(6) Long-term Borrowings

Long-term borrowings consist of the following:

		At June 30, 2003				At December 31, 2002
(Dollars in thousands)	Year of Maturity	Amount		Weighted- Average Rate		Amount		Weighted- Average Rate

Federal Home Loan Bank advances and securities sold under repurchase agreements	2003	$	—	—	%	$	135,000	5.76	%

January	2004	3,000		4.76		103,000		5.58
May	2004	100,000		5.46		100,000		5.46
June	2004	—		—		50,000		5.37
July	2004	100,000		5.69		100,000		5.69
September	2004	150,000		5.74		150,000		5.74
October	2004	250,000		5.89		250,000		5.89
November	2004	100,000		5.90		100,000		5.90
	2004	703,000		5.76		853,000		5.72

	2005	446,000		6.13		446,000		6.13
	2006	303,000		4.16		303,000		4.30
	2009	122,500		5.25		122,500		5.25
	2010	100,000		6.02		100,000		6.02
	2011	200,000		4.85		200,000		4.85
Total Federal Home Loan Bank advances and securities sold under repurchase agreements		1,874,500		5.47		2,159,500		5.52

Discounted lease rentals	2003	29,734		6.69		62,461		7.30
	2004	39,871		6.51		36,101		7.08
	2005	13,404		5.86		9,459		6.88
	2006	1,968		5.56		723		6.94
	2007	416		5.20		—		—
	2008	28		5.20		—		—
Total discounted lease rentals		85,421		6.44		108,744		7.19

Total long-term borrowings		$	1,959,921	5.51		$	2,268,244	5.59

Included in long-term borrowings at June 30, 2003 were $778.5 million of fixed-rate FHLB advances and reverse repurchase agreements with other financial institutions, which are callable at par on certain dates. If called, replacement funding will be provided by the counterparties at the then-prevailing short-term market interest rates. The probability that these advances will be called depends primarily on the level of related interest rates during the call period. At June 30, 2003, the contract rate exceeded the market rate on all of the fixed-rate callable advances.

(7) Stockholders’ Equity

Treasury stock and other consists of the following:

(In thousands)	At June 30, 2003			At December 31, 2002

Treasury stock, at cost	$	(695,742	)	$	(608,007	)
Shares held in trust for deferred compensation plans, at cost	(69,474		)	(70,408		)
Unamortized deferred compensation	(19,633		)	(22,361		)
	$	(784,849	)	$	(700,776	)

TCF purchased 2.3 million shares of its common stock during the first six months of 2003, compared with 2 million shares for the same 2002 period. At June 30, 2003, TCF had 1.3 million shares remaining in its stock repurchase program authorized by the Board of Directors. On July 21, 2003, TCF’s Board of Directors authorized the repurchase of up to an additional 5% of TCF’s common stock, or 3.6 million shares.

The following table sets forth TCF’s and TCF National Bank’s regulatory tier 1 leverage, tier 1 risk-based and total risk-based capital levels, and applicable percentages of adjusted assets, together with the excess over minimum capital requirements:

	Actual				Minimum Capital Requirement				Excess
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2003:
Tier 1 leverage capital
TCF Financial Corporation	$	765,874	6.53	%	$	352,062	3.00	%	$	413,812	3.53	%
TCF National Bank	757,236		6.50		349,354		3.00		407,882		3.50

Tier 1 risk-based capital
TCF Financial Corporation	765,874		9.88		310,158		4.00		455,716		5.88
TCF National Bank	757,236		9.79		309,510		4.00		447,726		5.79

Total risk-based capital
TCF Financial Corporation	843,662		10.88		620,317		8.00		223,345		2.88
TCF National Bank	835,024		10.79		619,020		8.00		216,004		2.79

As of December 31, 2002:
Tier 1 leverage capital
TCF Financial Corporation	$	773,594	6.42	%	$	361,435	3.00	%	$	412,159	3.42	%
TCF National Bank	750,935		6.24		361,017		3.00		389,918		3.24

Tier 1 risk-based capital
TCF Financial Corporation	773,594		9.96		310,828		4.00		462,766		5.96
TCF National Bank	750,935		9.68		310,247		4.00		440,688		5.68

Total risk-based capital
TCF Financial Corporation	850,694		10.95		621,657		8.00		229,037		2.95
TCF National Bank	828,035		10.68		620,493		8.00		207,542		2.68

At June 30, 2003, TCF and TCF National Bank exceeded their regulatory capital requirements and are considered “well-capitalized” under guidelines established by the Federal Reserve Board (“FRB”) and the Office of the Comptroller of the Currency (“OCC”) pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991.

(8) Derivative Instruments and Hedging Activities

All derivative instruments as defined, including derivatives embedded in other financial instruments or contracts, are recognized as either assets or liabilities in the Consolidated Statements of Financial Condition at fair value. Changes in the fair value of a derivative are recorded in the Consolidated Statements of Income. A derivative may be designated as a hedge of an exposure to changes in fair value of an asset, liability or firm commitment or as a hedge of cash flows of forecasted transactions. The accounting for derivatives that are used as hedges is dependent on the type of hedge and requires that a hedge be highly effective in offsetting changes in the hedged risk.

TCF’s pipeline of locked residential mortgage loan commitments are considered derivatives and are recorded at fair value, with the changes in fair value recognized in gains on sales of loans under mortgage banking revenue in the Consolidated Statements of Income. TCF hedges its risk of changes in the fair value of locked residential mortgage loan commitments due to changes in interest rates through the use of forward sales contracts. Forward sales contracts require TCF to deliver qualifying residential mortgage loans or pools of loans at a specified future date at a specified price or yield. Such forward sales contracts hedging the pipeline of locked residential mortgage loan commitments are derivatives and are recorded at fair value, with changes in fair value recognized in gains on sales of loans. TCF also utilizes forward sales contracts to hedge its risk of changes in the fair value of its residential loans held for sale. The forward sales contracts hedging the residential loans held for sale are recorded at fair value, with changes in fair value recognized in gains on sales of loans. Residential mortgage loans held for sale are carried at the lower of cost or market as adjusted for the effects of fair value hedges using quoted market prices. Because the fair value of the residential loans held for sale is hedged with forward sales contracts of the same loan types, or substantially the same loan types, the hedges are highly effective at managing the risk of changing fair values of such loans. Any differences between the changes in fair value of the hedged residential loans held for sale and in the fair value of the forward sales contracts (defined as ineffectiveness under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”) are not expected to be material due to the nature of the hedging instruments and are required to be recorded in the Consolidated Statements of Income. During the first six months of 2003 and 2002, the ineffectiveness of the fair value hedges was recorded in gains on sales of loans and was not material. Forward mortgage loan sales commitments totaled $729.4 million at June 30, 2003 and $511 million at December 31, 2002.

(9) Business Segments

The following tables set forth certain information about the reported profit or loss and assets for each of TCF’s reportable segments, including a reconciliation of TCF’s consolidated totals.

(In thousands)	Banking		Leasing and Equipment Finance		Mortgage Banking			Other			Eliminations and Reclassifications			Consolidated
At or For the Three Months Ended June 30, 2003

Revenues from external customers:
Interest income	$	139,563	$	20,386	$	4,053		$	2		$	—		$	164,004
Non-interest income	105,925		11,457		(4,728		)	44			—			112,698
Total	$	245,488	$	31,843	$	(675	)	$	46		$	—		$	276,702

Net interest income	$	102,345	$	11,139	$	6,448		$	(54	)	$	(114	)	$	119,764
Provision for credit losses	751		2,376		—			—			—			3,127
Non-interest income	105,925		11,457		(4,809		)	23,989			(23,864		)	112,698
Non-interest expense	122,551		9,335		7,069			21,756			(23,978		)	136,733
Income tax expense (benefit)	29,444		4,026		(1,919		)	760			—			32,311
Net income (loss)	$	55,524	$	6,859	$	(3,511	)	$	1,419		$	—		$	60,291

Total assets	$	11,405,606	$	1,127,015	$	421,573		$	78,934		$	(1,225,364	)	$	11,807,764

At or For the Three Months Ended June 30, 2002

Revenues from external customers:
Interest income	$	159,797	$	21,510	$	2,928		$	(1	)	$	—		$	184,234
Non-interest income	86,830		11,839		2,826			537			—			102,032
Total	$	246,627	$	33,349	$	5,754		$	536		$	—		$	286,266

Net interest income	$	109,599	$	10,259	$	3,981		$	(6	)	$	476		$	124,309
Provision for credit losses	3,451		1,263		—			—			—			4,714
Non-interest income	86,830		11,841		3,303			23,993			(23,935		)	102,032
Non-interest expense	115,479		9,904		5,591			24,615			(23,459		)	132,130
Income tax expense (benefit)	27,422		3,991		572			(459		)	—			31,526
Net income (loss)	$	50,077	$	6,942	$	1,121		$	(169	)	$	—		$	57,971

Total assets	$	11,127,996	$	1,041,827	$	228,494		$	78,685		$	(949,651	)	$	11,527,351

(In thousands)	Banking		Leasing and Equipment Finance		Mortgage Banking			Other			Eliminations and Reclassifications			Consolidated
At or For the Six Months Ended June 30, 2003

Revenues from external customers:
Interest income	$	287,899	$	40,665	$	7,553		$	1		$	—		$	336,118
Non-interest income	204,132		25,064		(5,158		)	56			—			224,094
Total	$	492,031	$	65,729	$	2,395		$	57		$	—		$	560,212

Net interest income	$	208,770	$	21,591	$	11,913		$	(87	)	$	(11	)	$	242,176
Provision for credit losses	1,735		4,102		—			—			—			5,837
Non-interest income	204,132		25,064		(5,136		)	47,328			(47,294		)	224,094
Non-interest expense	243,562		19,701		13,654			45,871			(47,305		)	275,483
Income tax expense (benefit)	58,129		8,470		(2,430		)	363			—			64,532
Net income (loss)	$	109,476	$	14,382	$	(4,447	)	$	1,007		$	—		$	120,418

At or For the Six Months Ended June 30, 2002

Revenues from external customers:
Interest income	$	318,204	$	43,453	$	6,949		$	(1	)	$	—		$	368,605
Non-interest income	170,729		26,635		6,484			1,239			—			205,087
Total	$	488,933	$	70,088	$	13,433		$	1,238		$	—		$	573,692

Net interest income	$	218,288	$	20,723	$	9,054		$	(18	)	$	786		$	248,833
Provision for credit losses	8,756		5,112		—			—			—			13,868
Non-interest income	170,729		26,816		7,271			47,699			(47,428		)	205,087
Non-interest expense	230,164		19,690		11,865			48,475			(46,642		)	263,552
Income tax expense (benefit)	53,102		8,327		1,567			(784		)	—			62,212
Net income (loss)	$	96,995	$	14,410	$	2,893		$	(10	)	$	—		$	114,288

(10) Earnings Per Common Share

The computation of basic and diluted earnings per share is presented in the following table:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per-share data)	2003			2002			2003			2002

Basic Earnings Per Common Share

Net income	$	60,291		$	57,971		$	120,418		$	114,288

Weighted average shares outstanding	72,296,586			75,611,971			72,912,263			76,105,651
Unvested restricted stock grants (1)	(1,517,687		)	(1,645,824		)	(1,512,287		)	(1,645,969		)
Weighted average common shares outstanding for basic earnings per common share	70,778,899			73,966,147			71,399,976			74,459,682

Basic earnings per common share	$	.85		$	.78		$	1.69		$	1.53

Diluted Earnings Per Common Share

Net income	$	60,291		$	57,971		$	120,418		$	114,288

Weighted average number of common shares outstanding adjusted for effect of dilutive securities:
Weighted average common shares outstanding used in basic earnings per common share calculation	70,778,899			73,966,147			71,399,976			74,459,682
Net dilutive effect of:
Stock option grants	77,775			134,162			87,258			139,370
Restricted stock grants (1)	152,993			215,186			161,435			215,694
	71,009,667			74,315,495			71,648,669			74,814,746

Diluted earnings per common share	$	.85		$	.78		$	1.68		$	1.53

(1) At June 30, 2003 and June 30, 2002, there were 1,071,123 shares and 1,145,000 shares, respectively, of performance-based restricted stock granted to certain executive officers which will vest only if certain earnings per share goals are achieved by 2008. Failure to achieve the goals will result in all or a portion of the shares being forfeited. In accordance with SFAS No. 128, “Earnings per Share”, these shares have been deducted from weighted average shares outstanding used for the computation of basic and diluted earnings per common share as all necessary conditions for inclusion have not been satisfied. The remaining unvested restricted stock grants vest over specified time periods, and are included in the computation of diluted earnings per common share in accordance with the treasury stock method prescribed in SFAS No. 128.

(11) Comprehensive Income

Comprehensive income is the total of net income and other comprehensive income (loss), which for TCF is comprised entirely of unrealized gains and losses on securities available for sale. The following table summarizes the components of comprehensive income:

(In thousands)	Three Months Ended June 30,					Six Months Ended June 30,
	2003			2002		2003			2002
Net income	$	60,291		$	57,971	$	120,418		$	114,288

Other comprehensive income before tax:
Unrealized holding gains arising during the period on securities available for sale	14,672			39,299		12,843			32,600

Reclassification adjustment for gains included in net income	(11,695		)	—		(32,832		)	(6,044		)

Income tax expense (benefit)	1,080			14,245		(7,246		)	9,602

Total other comprehensive income (loss), net of tax	1,897			25,054		(12,743		)	16,954

Comprehensive income	$	62,188		$	83,025	$	107,675		$	131,242

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Item 2. – Management’s Discussion and Analysis of Financial

Condition and Results of Operations

CORPORATE PROFILE

TCF is a national financial holding company. Its principal subsidiary, TCF National Bank, is headquartered in Minnesota and had 391 banking offices in Minnesota, Illinois, Michigan, Wisconsin, Colorado and Indiana at June 30, 2003. Other affiliates provide leasing and equipment finance, mortgage banking, brokerage and investment and insurance sales.

TCF provides convenient financial services through multiple channels to customers located primarily in the Midwest. TCF has developed products and services designed to meet the needs of all consumers. The Company focuses on attracting and retaining customers through service and convenience, including branches that are open seven days a week and on most holidays, extensive full-service supermarket branch and automated teller machine (“ATM”) networks, and telephone and Internet banking. TCF’s philosophy is to generate net interest income and fees and other revenue growth through business lines that emphasize higher yielding assets and lower or no interest-cost deposits. The Company’s growth strategies include new branch expansion and the development of new products and services designed to build on its core businesses and to expand into complementary products and services through emerging businesses and strategic initiatives.

TCF’s core businesses are comprised of mature traditional bank branches, EXPRESS TELLER ^® ATMs, and commercial, consumer and mortgage lending. TCF emphasizes the “Totally Free” checking account as its anchor account, which provides opportunities to cross sell other convenience products and services and generate additional fee income. TCF’s strategy is to originate high credit quality, primarily secured, loans and to raise funds primarily from lower or no interest-cost deposits. Commercial loans are generally made on local properties or to local customers, and are virtually all secured. TCF’s largest core lending business is its consumer home equity loan operation, which offers fixed- and variable-rate closed-end loans and lines of credit secured by residential real estate properties.

TCF’s emerging businesses and products are comprised of supermarket bank branches, including supermarket consumer lending, leasing and equipment finance, VISA ^® debit cards, and Internet and college campus banking. TCF’s most significant de novo strategy has been its supermarket branch expansion. The Company opened its first supermarket branch in 1988, and now has 240 supermarket branches, with $1.6 billion in deposits. TCF has the nation’s 4 ^th largest supermarket banking branch system. The success of TCF’s branch expansion is dependent on the continued long-term success of branch banking as well as the continued success and viability of the supermarket chains in which TCF maintains supermarket branches and TCF’s ability to maintain leases or license agreements for its supermarket branch locations. TCF is subject to the risk, among others, that its license for a location or locations will terminate upon the sale or closure of that location or locations by the supermarket chain. TCF entered the leasing business through its 1997 acquisition of Winthrop Resources Corporation (“Winthrop”), a leasing company that leases computers and other equipment or software to companies nationwide. The Company expanded its leasing operations in September 1999 through TCF Leasing, Inc. (“TCF Leasing”), a de novo general leasing and equipment finance leasing business. TCF’s leasing and equipment finance businesses finance equipment in all 50 states. The Company’s VISA ^Ò debit card program has also grown significantly since its inception in 1996. According to a March 31, 2003 statistical report issued by VISA ^Ò , TCF, with approximately 1.5 million cards outstanding, was the 11 ^th largest VISA ^Ò debit card issuer in the United States, based on the number of cards outstanding, and the 11 ^th largest based on sales volume of $789 million for the 2003 first quarter.

TCF’s strategic initiatives complement the Company’s core and emerging businesses. TCF’s new products have been significant contributors to the growth in fees and other revenues generated by checking accounts and loan products. Currently, TCF’s strategic initiatives include continued investment in new branch expansion and new loan and deposit products, including card products designed to provide additional convenience to deposit and loan customers. The Company operates a securities brokerage operation, TCF Securities, Inc.

RESULTS OF OPERATIONS

Performance Summary

TCF reported diluted earnings per common share of 85 cents and $1.68 for the second quarter and first six months of 2003, respectively, compared with 78 cents and $1.53 for the same 2002 periods. Net income was $60.3 million and $120.4 for the second quarter and first six months of 2003, respectively, compared with $58 million and $114.3 million for the same 2002 period. For the second quarter and first six months of 2003, return on average assets was 2.04% and 2.02%, respectively, unchanged from the same 2002 periods and return on average common equity was 25.17% and 24.95%, respectively, compared with 25.36% and 25.05% for the same 2002 periods.

Operating Segment Results

BANKING, comprised of deposits and investment products, commercial banking, small business banking, consumer lending, residential lending and treasury services, reported net income of $55.5 million and $109.5 million for the second quarter and first six months of 2003, up 10.8% and 12.8% from $50.1 million and $97 million for the same 2002 periods. Banking net interest income for the second quarter and first six months of 2003 was $102.3 million and $208.8 million, respectively, down from $109.6 million and $218.3 million for the same 2002 periods. The provision for credit losses totaled $751 thousand and $1.7 million for the second quarter and first six months of 2003, down from $3.5 million and $8.8 million for the same 2002 periods, driven by a $1.1 million and $6.6 million decline in commercial net charge-offs for the second quarter and first six months of 2003, respectively. Non-interest income totaled $105.9 million and $204.1 million for the second quarter and first six months of 2003, respectively, up 22% and 19.6% from $86.8 million and $170.7 million for the same 2002 periods. During the second quarter of 2003, TCF sold mortgage-backed securities and realized gains of $11.7 million. There were no sales of securities available for sale in the second quarter of 2002. During the first six months of 2003, TCF sold mortgage-backed securities and realized gains of $32.8 million, compared with $6 million for the first six months of 2002. In connection with the securities sales in the first six months of 2003, TCF prepaid $150 million of FHLB advances and recorded losses on termination of debt of $6.6 million. There were no similar debt terminations during 2002. See “Results of Operations – Consolidated Net Interest Income” for further discussion on the sales of mortgage-backed securities during the second quarter and first six months of 2003. In addition to the gains and losses discussed above, fees, service charges, debit card and other revenues were $94.2 million and $177.9 million for the second quarter and first six months of 2003, respectively, up $7.4 million, or 8.5%, and $15.2 million, or 9.3%, from the same periods in 2002. These increases were generated by TCF’s expanding branch network and customer base, and increased utilization of debit cards by customers. Non-interest expense totaled $122.6 million and $243.6 million for the second quarter and first six months of 2003, respectively, up 6.1% and 5.8% from $115.5 million and $230.2 million for the same 2002 periods. The increases for the second quarter and the first six months of 2003 were primarily due to additional advertising and promotion expense focused on the expansion and retention of TCF’s deposit customer base, costs associated with new branch expansion and a $747 thousand write-off of leasehold improvements related to eight closed supermarket branches.

TCF had 391 branches, including 240 full service branches in supermarkets at June 30, 2003. Since January 1, 1998, TCF has opened 224 new branches, of which 194 were supermarket branches. TCF plans to open 19 more new branches during the remainder of 2003, consisting of 16 traditional branches, including nine in Colorado, four in Michigan and three in Illinois, and three supermarket branches including two in Minnesota and one in Illinois, and plans to continue expanding in future years. In the second quarter of 2003, TCF closed one traditional branch in Michigan and one supermarket branch in Wisconsin. The accounts in these branches were transferred to other nearby TCF branches. TCF is subject to the risk, among others, that its license for locations may be terminated in the future, upon the sale or closure of a location by supermarket chains in which TCF maintains supermarket branches.

LEASING AND EQUIPMENT FINANCE, an operating segment comprised of TCF’s wholly-owned subsidiaries Winthrop and TCF Leasing, provides a broad range of comprehensive lease and equipment finance products. This operating segment reported net income of $6.9 million and $14.4 million for the second quarter and first six months of 2003, essentially unchanged from the same 2002 periods. Net interest income for the second quarter and first six months of 2003 was $11.1 million and $21.6 million, respectively, up 8.6% and 4.2% from $10.3 million and $20.7

million, for the same 2002 periods. The provision for credit losses for this operating segment totaled $2.4 million and $4.1 million for the second quarter and first six months of 2003, up from $1.3 million and down from $5.1 million for the same 2002 periods. Non-interest income totaled $11.5 million and $25.1 million for the second quarter and first six months of 2003, respectively, down slightly from $11.8 million and $26.8 million for the same 2002 periods. Leasing and equipment finance revenues fluctuate from quarter to quarter based on customer driven factors not within the control of TCF. Non-interest expense decreased $569 thousand to $9.3 million for the second quarter of 2003 and totaled $19.7 million for the first six months of 2003, essentially unchanged from the same 2002 period.

MORTGAGE BANKING activities include the origination and purchase of residential mortgage loans, generally for sale to third parties with servicing retained. This operating segment reported a net loss of $3.5 million and $4.4 million for the second quarter and first six months of 2003, respectively, compared with net income of $1.1 million and $2.9 million for the same 2002 periods. Non-interest income was a negative $4.8 million and $5.1 million for the second quarter and first six months of 2003, respectively, down from income of $3.3 million and $7.3 million for the same 2002 periods. The decline in non-interest income resulted from a $17.6 million and a $31 million increase in amortization and impairment of mortgage servicing rights for the second quarter and first six months of 2003, respectively, caused by increased actual and expected mortgage loan prepayments. The increased amortization and impairment were partially offset by the increased loan production activity and the related increase in gains on sales of loans of $9.1 million and $17.6 million for the second quarter and first six months of 2003, respectively. See Note 5 of Notes to the Consolidated Financial Statements for further discussion. TCF’s mortgage banking operations funded $990.4 million and $1.7 billion in loans during the second quarter and first six months of 2003, respectively, up from $481.7 million and $1.1 billion in the same 2002 periods, primarily reflecting increased levels of refinance activity. Mortgage applications in process (mortgage pipeline) increased $446.8 million from December 31, 2002 to $978.8 million at June 30, 2003. Mortgage Banking’s non-interest expense totaled $7.1 million and $13.7 million for the second quarter and first six months of 2003, respectively, up 26.4% and 15.1% from $5.6 million and $11.9 million for the same 2002 periods. Contributing to the increase in non-interest expense during the second quarter and first six months of 2003 were increased expenses resulting from higher levels of production and prepayment activity.

Consolidated Net Interest Income

Net interest income in the second quarter of 2003 was $119.8 million, down $4.5 million, or 3.7%, and down $2.6 million, or 2.2%, from the second quarter of 2002 and the first quarter of 2003, respectively. The net interest margin for the second quarter 2003 was 4.45%, down from 4.76% for the same 2002 period and was unchanged from the first quarter of 2003. Net interest income for the first six months of 2003 was $242.2 million, down $6.7 million, or 2.7%, from $248.8 million for the same 2002 period. The declines in both net interest income and net interest margin, from the second quarter of 2002, were primarily the result of continued low interest rates and the resulting prepayment and refinancing of higher yielding assets. Net interest margin for the first six months of 2003 was 4.45%, down from 4.80% for the same 2002 period.

The following table summarizes the average balances and the related yields and rates on interest-earning assets and deposits and borrowings for the quarter and six months ended June 30, 2003 and 2002:

	Three Months Ended June 30,
	2003				2002				Change
(Dollars in thousands)	Average Balance		Yields and Rates (1)		Average Balance		Yields and Rates (1)		Average Balance			Yields and Rates (bps)
Interest-earning Assets:
Investments	$	123,028	3.83	%	$	154,313	4.57	%	$	(31,285	)	(74	)
Securities available for sale (2)	2,032,384		5.41		1,774,182		6.44		258,202			(103	)
Loans held for sale	534,435		4.33		369,649		5.64		164,786			(131	)
Loans and leases:
Consumer	3,203,226		6.65		2,627,616		7.81		575,610			(116	)
Commercial real estate	1,848,055		6.03		1,730,419		6.87		117,636			(84	)
Commercial business	467,368		4.35		443,596		5.33		23,772			(98	)
Leasing and equipment finance	1,061,315		7.68		986,082		8.73		75,233			(105	)
Subtotal	6,579,964		6.48		5,787,713		7.50		792,251			(102	)
Residential real estate	1,486,518		6.19		2,349,500		6.85		(862,982		)	(66	)
Total loans and leases (3)	8,066,482		6.42		8,137,213		7.31		(70,731		)	(89	)
Total interest-earning assets	$	10,756,329	6.10		$	10,435,357	7.06		$	320,972		(96	)
Deposits and Borrowings:
Deposits:
Checking	$	3,041,711	.03	%	$	2,651,200	.07	%	$	390,511		(4	)
Savings	2,154,317		.43		1,613,791		1.01		540,526			(58	)
Money market	897,154		.53		930,961		1.13		(33,807		)	(60	)
Subtotal	6,093,182		.24		5,195,952		.55		897,230			(31	)
Certificates	1,825,466		2.59		2,181,326		3.33		(355,860		)	(74	)
Total deposits	7,918,648		.78		7,377,278		1.37		541,370			(59	)
Borrowings :
Short-term borrowings	544,136		1.29		400,590		1.82		143,546			(53	)
Long-term borrowings	1,962,893		5.50		2,281,452		5.75		(318,559		)	(25	)
Total borrowings	2,507,029		4.58		2,682,042		5.16		(175,013		)	(58	)
Total deposits and borrowings	$	10,425,677	1.70		$	10,059,320	2.38		$	366,357		(68	)

	Six Months Ended June 30,
	2003				2002				Change
(Dollars in thousands)	Average Balance		Yields and Rates (1)		Average Balance		Yields and Rates (1)		Average Balance			Yields and Rates (bps)
Interest-earning Assets:
Investments	$	120,939	4.27	%	$	155,015	4.48	%	$	(34,076	)	(21	)
Securities available for sale (2)	2,185,840		5.60		1,644,385		6.46		541,455			(86	)
Loans held for sale	511,400		4.31		404,959		5.70		106,441			(139	)
Loans and leases:
Consumer	3,125,941		6.71		2,574,235		7.92		551,706			(121	)
Commercial real estate	1,848,090		6.05		1,706,741		6.86		141,349			(81	)
Commercial business	453,104		4.35		437,602		5.32		15,502			(97	)
Leasing and equipment finance	1,050,325		7.74		973,613		8.93		76,712			(119	)
Subtotal	6,477,460		6.52		5,692,191		7.58		785,269			(106	)
Residential real estate	1,582,809		6.31		2,473,813		6.86		(891,004		)	(55	)
Total loans and leases (3)	8,060,269		6.48		8,166,004		7.36		(105,735		)	(88	)
Total interest-earning assets	$	10,878,448	6.18		$	10,370,363	7.11		$	508,085		(93	)
Deposits and Borrowings:
Deposits:
Checking	$	2,950,419	.04	%	$	2,573,820	.06	%	$	376,599		(2	)
Savings	2,106,197		.56		1,498,324		.87		607,873			(31	)
Money market	891,882		.61		940,728		1.13		(48,846		)	(52	)
Subtotal	5,948,498		.31		5,012,872		.50		935,626			(19	)
Certificates	1,863,092		2.66		2,197,845		3.39		(334,753		)	(73	)
Total deposits	7,811,590		.87		7,210,717		1.38		600,873			(51	)
Borrowings:
Short-term borrowings	706,035		1.30		510,685		1.79		195,350			(49	)
Long-term borrowings	2,021,478		5.48		2,285,359		5.72		(263,881		)	(24	)
Total borrowings	2,727,513		4.40		2,796,044		5.00		(68,531		)	(60	)

Total deposits and borrowings	$	10,539,103	1.78		$	10,006,761	2.39		$	532,342		(61	)

bps = basis points

(1) Annualized.

(2) Average balance and yield of securities available for sale are based upon the historical amortized cost.

(3) Average balance of loans and leases includes non-accrual loans and leases, and is presented net of unearned income.

The following rate/volume analysis details increases (decreases) in net interest income resulting from interest rate and volume changes during the second quarter and first six months of 2003, as compared with the same period last year. Changes attributable to changes in the mix of interest-bearing assets and of interest-bearing liabilities have been allocated proportionately to the change due to volume and the change due to rate.

	Three Months Ended June 30, 2003 Versus Same Period in 2002									Six Months Ended June 30, 2003 Versus Same Period in 2002
	Increase (Decrease) Due to									Increase (Decrease) Due to
(In thousands)	Volume			Rate			Total			Volume			Rate			Total
Investments	$	(325	)	$	(260	)	$	(585	)	$	(734	)	$	(157	)	$	(891	)
Securities available for sale	3,848			(4,908		)	(1,060		)	15,848			(7,735		)	8,113
Loans held for sale	1,968			(1,396		)	572			2,649			(3,171		)	(522		)
Loans and leases:
Consumer	10,221			(8,310		)	1,911			19,862			(16,989		)	2,873
Commercial real estate	1,936			(3,785		)	(1,849		)	4,614			(7,246		)	(2,632		)
Commercial business	303			(1,137		)	(834		)	398			(2,193		)	(1,795		)
Leasing and equipment finance	1,573			(2,697		)	(1,124		)	3,269			(6,057		)	(2,788		)
Subtotal	14,033			(15,929		)	(1,896		)	28,143			(32,485		)	(4,342		)
Residential real estate	(13,674		)	(3,587		)	(17,261		)	(28,501		)	(6,344		)	(34,845		)
Total loans and leases	359			(19,516		)	(19,157		)	(358		)	(38,829		)	(39,187		)
Total interest income	5,850			(26,080		)	(20,230		)	17,405			(49,892		)	(32,487		)
Deposits:
Checking	64			(302		)	(238		)	101			(405		)	(304		)
Savings	864			(2,635		)	(1,771		)	1,924			(2,495		)	(571		)
Money market	(93		)	(1,358		)	(1,451		)	(260		)	(2,307		)	(2,567		)
Subtotal	835			(4,295		)	(3,460		)	1,765			(5,207		)	(3,442		)
Certificates	(2,689		)	(3,663		)	(6,352		)	(5,134		)	(7,259		)	(12,393		)
Total deposits	(1,854		)	(7,958		)	(9,812		)	(3,369		)	(12,466		)	(15,835		)
Borrowings:
Short-term borrowings	549			(616		)	(67		)	1,464			(1,454		)	10
Long-term borrowings	(4,427		)	(1,379		)	(5,806		)	(7,339		)	(2,666		)	(10,005		)
Total borrowings	(3,878		)	(1,995		)	(5,873		)	(5,875		)	(4,120		)	(9,995		)
Total interest expense	(5,732		)	(9,953		)	(15,685		)	(9,244		)	(16,586		)	(25,830		)
Net interest income	$	11,582		$	(16,127	)	$	(4,545	)	$	26,649		$	(33,306	)	$	(6,657	)

The decreases in net interest income for the second quarter and first six months of 2003 reflect decreases of $16.1 million and $33.3 million due to lower interest rates, partially offset by increases of $11.6 million and $26.6 million, respectively, due primarily to growth in consumer, commercial real estate and leasing and equipment finance loan and lease average balances, coupled with reductions in higher-cost deposits and borrowings.

Changes in net interest income are dependent upon the movement of interest rates, the volume and mix of interest-earning assets and deposits and borrowings and the level of non-performing assets. Achieving net interest margin growth over time is dependent on TCF’s ability to generate higher-yielding assets and lower-cost retail deposits. The net impact of the changes in interest-bearing assets and deposits and borrowings has positioned TCF to be asset sensitive (i.e. more assets than liabilities will be maturing, repricing, or prepaying during the next twelve months). Although this positive gap position will benefit TCF in a rising rate environment, if interest rates remain at current levels or fall further, the net interest margin will compress and net interest income may decline. Competition for checking, savings and money market deposits, important sources of lower-cost funds for TCF, is intense. See “Market Risk – Interest-Rate Risk” and “Consolidated Financial Condition Analysis – Deposits” for further discussion on TCF’s interest rate risk position.

During the second quarter and first six months of 2003, TCF purchased $6.1 million and $818.3 million, respectively, of mortgage-backed securities primarily in response to continued high prepayments of residential real estate loans and mortgage-backed securities. However, as yields on mortgage-backed securities continued to decline further during 2003, TCF decided to stop investing in mortgage-backed securities. At current interest rate levels and given

the high prepayment and refinancing levels of residential real estate mortgages and mortgage-backed securities, TCF believes it to be more prudent to sell certain higher-coupon mortgage-backed securities, capture the gains before these securities prepay and utilize the proceeds to either reduce borrowings or to fund growth in loans and leases. During the second quarter and first six months of 2003, TCF sold $289.2 million and $816.5 million of fixed-rate mortgage-backed securities with a weighted-average coupon of 6.4% and 6.5% and recognized $11.7 million and $32.8 in gains on securities available for sale, respectively. During the first quarter of 2003, TCF utilized some of the proceeds of the securities sales to prepay $150 million of FHLB advances with a weighted-average interest rate of 5.45%, maturing in 2004, to reduce future interest expense.

At June 30, 2003, TCF’s mortgage-backed securities portfolio had unrealized gains of $52.3 million. Also, at June 30, 2003, TCF had $2 billion of long-term borrowings with a weighted-average interest rate of 5.51%, which will mature through the end of 2011. See Note 6 of Notes to the Consolidated Financial Statements for further information. TCF may, from time to time, sell mortgage-backed securities and restructure long-term borrowings.

TCF has identified up to $804 million of long-term borrowings maturing between May 2004 and February 2005 for possible prepayment during the second half of 2003. If TCF had terminated these borrowings as of June 30, 2003, the estimated total prepayment cost would have been approximately $46 million pre-tax. The significant factors impacting the prepayment costs are a) the remaining original term to maturity and b) the LIBOR-based swap interest rates for the remaining original term to maturity. Assuming that the LIBOR-based swap interest rates remain at June 30, 2003 levels, the estimated total prepayment cost would decline by approximately $10 million per quarter due to the passage of time. TCF has not decided the amount or timing of any potential prepayment of long-term borrowings, if any. If TCF proceeds with possible prepayment of long-term borrowings, it will have a significant impact on interest expense and net interest income for the remainder of 2003 and 2004. To the extent TCF decides to prepay some or all of the $804 million of long-term borrowings identified, it would be based upon the expectation that the prepayment cost incurred will be substantially offset by reduced interest expense over the remaining original term of the prepaid borrowings.

Consolidated Provision for Credit Losses

TCF provided $3.1 million and $5.8 million for credit losses in the second quarter and first six months of 2003, respectively, down from $4.7 million and $13.9 million for the same periods in 2002. Net loan and lease charge-offs were $3.2 million and $5.1 million, or .16% (annualized) and .13% (annualized) of average loans and leases, in the second quarter and first six months of 2003, respectively, down from $5 million and $13.7 million, or .25% (annualized) and .34% (annualized) of average loans and leases for the same 2002 periods. The decreases in the provision from 2002 reflect the decline in commercial real estate charge-offs for the second quarter and declines in commercial lending and leasing and equipment finance net charge-offs and non-accrual loans and leases for the first six months. Commercial real estate net recoveries were $20 thousand and $18 thousand during the second quarter and first six months of 2003, respectively, compared with net charge-offs of $1.6 million and $2.1 million for the same periods in 2002. Additionally, commercial lending net charge-offs were $697 thousand during the first six months of 2003 compared with $5.2 million for the same period in 2002. Leasing and equipment finance net charge-offs were $3 million, or .57% (annualized), of related average loans and leases during the first six months of 2003, compared with $4.6 million, or .95% (annualized), of average loans and leases during the same period in 2002. Non-accrual loans and leases were $39.6 million at June 30, 2003, down $3.8 million from June 30, 2002, primarily the result of declines in the commercial business, consumer and residential real estate categories of $4 million, $2.4 million and $1.7 million, respectively. These declines were partially offset by increases of $2.2 million and $1.4 million in the commercial real estate and leasing and equipment finance categories, respectively. The provision for credit losses is calculated as part of the determination of the allowance for loan and lease losses. The determination of the allowance for loan and lease losses and the related provision for credit losses is a critical accounting policy which involves a number of factors such as net charge-offs, delinquencies in the loan and lease portfolio, value of collateral, general economic conditions and management’s assessment of credit risk in the current loan and lease portfolio. The allowance for loan and lease losses totaled $77.7 million at June 30, 2003, compared with $77 million at December 31, 2002, and was 196% of non-accrual loans and leases compared with 176% at December 31, 2002. See “Consolidated Financial Condition Analysis – Allowance for Loan and Lease Losses.”

Consolidated Non-Interest Income

Non-interest income is a significant source of revenue for TCF and is an important factor in TCF’s results of operations. Providing a wide range of retail banking services is an integral component of TCF’s business philosophy and a major strategy for generating additional non-interest income. Excluding gains on sales of securities available for sale and branches and losses on termination of debt, non-interest income decreased $1 million, or 1%, to $101 million for the second quarter of 2003, compared with $102 million for the same period in 2002. On the same basis, non-interest income increased $757 thousand, or .4%, to $197.8 million for the first six months of 2003, compared with $197.1 million for the same period in 2002. Significantly impacting consolidated non-interest income during the second quarter and first six months of 2003 was the increased impairment and high levels of amortization of mortgage servicing rights.

Fees and Service Charges

Fees and service charges increased $5.7 million, or 10%, to $62.8 million for the second quarter of 2003, compared with $57.1 million for the second quarter of 2002. Fees and service charge revenues increased $12.6 million, or 12%, to $117.2 million for the first six months of 2003, compared with $104.7 million for the same period in 2002. These increases primarily reflect the impact of the investment in new branch expansion and the increase in the number of retail checking accounts. At June 30, 2003, TCF had 1,391,854 checking accounts, up 77,943, or 5.9%, from June 30, 2002.

Debit Card Revenue

Debit card revenue includes interchange fees on the TCF Express Card which were $14.8 million and $28 million, up 25.4% and 27.3%, in the second quarter and first six months of 2003, from $11.8 million and $22 million for the same periods in 2002. The increases in these fees reflect an increase in the distribution of TCF Express Cards, and an increase in utilization.

As discussed in more detail in “PART II – OTHER INFORMATION, Item 1. Legal Proceedings,” class action lawsuits were brought by various retail merchants against VISA ^Ò , USA and MasterCard ^Ò challenging rules imposed by VISA and MasterCard governing the acceptance of debit and credit cards by merchants. It was announced in late April and early May that MasterCard and VISA had agreed to settle the lawsuits. Although TCF is not a party to the class action litigation against VISA and MasterCard, the outcome will have an impact on its operations. TCF is the 11 ^th largest issuer of VISA debit cards in the United States and debit card interchange fees constitute a significant source of revenues for the Company. If the minimum reduction in interchange rates reported to be a part of the settlement had been effective during the first six months of 2003 and if there were no changes in transaction volumes despite the lower pricing, TCF’s debit card interchange revenues for the second quarter and first six months of 2003 would have been reduced by approximately $3.9 million and $7.3 million, respectively. TCF is considering various strategies that could mitigate the impact of the reduction in debit card interchange rates primarily through increased debit card sales volumes. In addition, the further adjustment of interchange rates beginning January 1, 2004 may result in additional changes to interchange rates that cannot be predicted at this time. As a result, the magnitude of any financial consequences to TCF cannot be fully ascertained at this time.

VISA’s $2 billion settlement will have adverse financial consequences for VISA and potentially its members, including TCF. Although the potential impact on TCF of the $2 billion settlement by VISA cannot be determined at this time, VISA recently announced that its board of directors has adopted a bylaw that requires the 100 largest VISA debit card issuers to pay a “settlement service fee” under certain circumstances. If this bylaw can be legally enforced, debit card issuers that have reductions of more than 10% in VISA debit card sales volume from the “base year” ended September 30, 2002, would be required to pay a portion of VISA’s 10 annual $200 million settlement payments that are remaining at the time such reductions in debit card sales volumes occurred. TCF’s VISA debit card sales volumes for the year ended September 20, 2002 totaled $2.7 billion and represented approximately 1.2% of total VISA debit card sales. Therefore, if TCF’s annual debit card sales volumes fall below $2.4 billion, the required settlement service fee would be approximately $24.2 million in the first year after the settlement. The amount of the settlement service fee declines over 10 years as VISA makes its settlement payments. If TCF

maintains its existing VISA debit card product and its VISA debit card sales volumes do not fall below $2.4 billion for any year ending September 30th, no settlement service fee would be due VISA. However, there can be no assurance that changes in interchange rates, reduced customer or merchant acceptance of VISA debit cards, changes in technology, or other factors will not reduce TCF’s customer VISA debit card sales volumes and trigger a payment by TCF of a settlement service fee.

TCF has unsuccessfully moved to intervene in the class action litigation and has raised objections to VISA regarding the settlement service fee and other matters.

ATM Revenue

For the second quarter and first six months of 2003, ATM revenue was $11.2 million and $21.7 million, respectively, down slightly from $11.7 million and $22.5 million for the same 2002 periods. The declines in ATM revenue in the second quarter and first six months of 2003 were attributable to a decline in utilization of non-TCF machines by TCF customers as increased check card usage has reduced the need for cash by customers and declines in utilization of TCF’s machines by non-customers, as the number of alternative ATM machines has increased. Additionally, as ATM site contracts are renewed, merchants have generally required a larger percentage of the fee charged to non-customers for use of TCF’s ATM’s.

The following table sets forth information about TCF’s ATM network and related cards:

	At or For the Three Months Ended June 30,						Change
(Dollars in thousands)	2003			2002			Amount			%

TCF Express Cards	1,463,214			1,334,075			129,139			9.7	%
Other ATM Cards	143,220			148,642			(5,422		)	(3.6	)
Total EXPRESS TELLER ^® ATM cards outstanding	1,606,434			1,482,717			123,717			8.3

Number of EXPRESS TELLER ^® ATM’s	1,160			1,134			26			2.3

TCF Express Card
Percentage of customers with Express Cards who were active users for the quarter ended:	55.0		%	53.3		%

Average number of transactions per month on active Express Cards for:
the quarter ended	12.6			11.8			.8			6.8
the six months ended	12.2			11.5			.7			6.1

Sales volume for the quarter ended:
Off-line (Signature)	$	877,359		$	742,981		$	134,378		18.1
On-line (PIN)	83,595			59,909			23,686			39.5
Total	$	960,954		$	802,890		$	158,064		19.7

Percentage off-line	91.30		%	92.54		%

Transaction volume (000’s) for the quarter ended:
Off-line (Signature)	24,303			20,466			3,837			18.7
On-line (PIN)	2,316			1,677			639			38.1
Total	26,619			22,143			4,476			20.2

Percentage off-line	91.30		%	92.43		%

Leasing and Equipment Finance Revenue

Leasing and equipment finance revenues totaled $11.5 million and $25.1 million for the second quarter and first six months of 2003, respectively, compared with $11.8 million and $26.6 million for the same 2002 periods. Leasing and equipment finance revenues fluctuate from quarter to quarter based on customer-driven factors not within the control of TCF.

Mortgage Banking Revenue

Mortgage banking revenue decreased $7.6 million, and was a negative $4.7 million in the second quarter of 2003, compared with revenue of $2.8 million for the same 2002 period. For the first six months of 2003, mortgage-banking revenue decreased $11.6 million, and was a negative $5.2 million, compared with revenue of $6.5 million for the same 2002 period. The decline in mortgage banking revenues during the second quarter and first six months of 2003 resulted from impairment of mortgage servicing rights of $14 million and $23.5 million, respectively, and higher amortization of servicing rights as TCF continued to experience strong refinance activity and record high prepayments in the servicing portfolio. The increased amortization and impairment was partially offset by the increased loan production activity and the related increase in gains on sales of loans of $9.1 million and $17.6 million for the second quarter and first six months of 2003, respectively. TCF’s mortgage banking operations funded $990.4 million and $1.7 billion in loans during the second quarter and first six months of 2003, respectively, up from $481.7 million and $1.1 billion, respectively, for the same 2002 periods. The percentage of these loans that were refinances was 78% and 79% for the second quarter and first six months of 2003, respectively, compared with 46% and 58%, respectively, for the same periods in 2002.

The following table sets forth information about mortgage banking revenues:

	Three Months Ended June 30,					Change					Six Months Ended June 30,					Change
(Dollars in thousands)	2003			2002		$			%		2003			2002		$			%

Servicing income	$	5,363		$	4,845	$	518		10.7	%	$	10,796		$	9,491	$	1,305		13.7	%
Less mortgage servicing:
Amortization	8,345			4,757		3,588			75.4		16,146			8,682		7,464			86.0
Impairment	14,000			—		14,000			N.M.		23,500			—		23,500			N.M.
Subtotal	22,345			4,757		17,588			N.M.		39,646			8,682		30,964			N.M.
Net servicing income (loss)	(16,982		)	88		(17,070		)	N.M.		(28,850		)	809		(29,659		)	N.M.
Gains on sales of loans	10,963			1,895		9,068			N.M.		21,589			4,039		17,550			N.M.
Other income	1,291			843		448			53.1		2,103			1,636		467			28.5
Total mortgage banking revenue	$	(4,728	)	$	2,826	$	(7,554	)	N.M.		$	(5,158	)	$	6,484	$	(11,642	)	N.M.

N.M. Not meaningful

The following table sets forth further information about mortgage banking:

(Dollars in thousands)	At June 30, 2003			At December 31, 2002			Change
(Dollars in thousands)	At June 30, 2003			At December 31, 2002			$			%

Third party servicing portfolio	$	5,291,774		$	5,576,066		$	(284,292	)	(5.1	) %
Weighted average note rate	6.27		%	6.64		%	(37		) bps	N.A.

Mortgage applications in process	$	978,768		$	532,012		$	446,756		84.0

Capitalized mortgage servicing rights, net	$	41,379		$	62,644		$	(21,265	)	(33.9	)

Mortgage servicing rights as a percentage of servicing portfolio	.78		%	1.12		%	(34		) bps	N.A.

Average service fee (basis points)	32.3		bps	32.9		bps	(.6		) bps	N.A.

Mortgage servicing rights as a multiple of average service fee	2.4		X	3.4		X	(1.0		)X	N.A.

bps = basis points

N.A. Not applicable.

As noted above, mortgage banking revenues are impacted by the amount of amortization and impairment of mortgage servicing rights. The capitalization, amortization and impairment of mortgage servicing rights are critical accounting policies for TCF and are subject to significant estimates. These estimates are based upon loan types, note rates and prepayment assumptions for the overall portfolio. Changes in the mix of loans, interest rates, defaults or prepayment speeds may have a material effect on the amortization amount and possible impairment in valuation. In a declining interest rate environment, prepayment speed assumptions will increase and result in an acceleration in the amortization of the mortgage servicing rights as the assumed underlying portfolio declines and also may result in impairment as the value of the mortgage servicing rights declines. TCF periodically evaluates its capitalized mortgage servicing rights for impairment. During the second quarter of 2003, TCF recorded a $20 million permanent impairment on its capitalized mortgage servicing rights as a result of continued strong refinance activity and continued high prepayments in the servicing portfolio. This permanent impairment was offset with the valuation allowance on the capitalized mortgage servicing rights. See Note 5 of Notes to the Consolidated Financial Statements for additional information concerning TCF’s mortgage servicing rights.

A key component in determining the fair value of mortgage servicing rights is the projected cash flows of the underlying loan portfolio. TCF uses projected cash flows and related prepayment assumptions based on management’s best estimate of the remaining life of the loans. The range in prepayment assumptions at June 30, 2003 and December 31, 2002 reflects management’s assumption of higher initial prepayments in early periods that decline over time and level off to a constant prepayment speed. In light of the continued decline in interest rates since December 31, 2002, TCF lowered the weighted-average discount rate used in the determination of the fair value of mortgage servicing rights at June 30, 2003. The tables below summarize, by interest rate tranche, the range of prepayment speed assumptions and also include the weighted average remaining life of the loans by interest rate tranche.

(Dollars in thousands)	June 30, 2003
	Unpaid Balance		Prepayment Speed Assumption						Weighted Average Life (in Years)
			High		Low		Weighted Average
Interest Rate Tranche			High		Low		Weighted Average
0 to 6.00%	$	2,320,869	44.2	%	23.7	%	26.0	%	4.3
6.01 to 6.50%	1,012,206		69.4		37.2		42.3		2.4
6.51 to 7.00%	1,181,868		79.5		42.6		49.9		1.7
7.01% and higher	776,831		73.9		39.6		46.5		1.6
	$	5,291,774	56.0		30.0		34.0		2.9

(Dollars in thousands)	December 31, 2002
	Unpaid Balance		Prepayment Speed Assumption				Weighted Average Life (in Years)
			High	Low	Weighted Average
Interest Rate Tranche			High	Low	Weighted Average
0 to 6.00%	$	1,121,794			15.3	%	6.5
6.01 to 6.50%	1,183,572		44.8	16.2	20.8		4.8
6.51 to 7.00%	1,944,477		57.8	20.9	26.8		3.5
7.01% and higher	1,326,223		61.3	22.1	28.4		3.1
	$	5,576,066	48.9	17.7	22.7		4.3

At June 30, 2003, the sensitivity of the fair value of mortgage servicing rights to a hypothetical immediate 10% and 25% adverse change in prepayment speed and discount rate assumptions is as follows:

(Dollars in millions)	At June 30, 2003			At December 31, 2002
Fair value of mortgage servicing rights	$	43.4		$	62.6
Weighted-average life (in years)	2.9			4.3
Weighted-average prepayment speed assumption (annual rate)	34.0		%	22.7		%
Weighted-average discount rate	7.0		%	8.0		%
Impact on fair value of 10% adverse change in prepayment speed assumptions	$	(2.8	)	$	(3.8	)
Impact on fair value of 25% adverse change in prepayment speed assumptions	$	(6.3	)	$	(8.4	)
Impact on fair value of 10% adverse change in discount rate assumptions	$	(.6	)	$	(1.5	)
Impact on fair value of 25% adverse change in discount rate assumptions	$	(1.5	)	$	(3.5	)

These sensitivities are theoretical and should be used with caution. As the figures indicate, changes in fair value based on a given variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the above table, the effect of a variation in a particular assumption on the fair value of the mortgage servicing rights is calculated independently without changing any other assumptions. In reality, changes in one factor may result in changes in another (for example, changes in prepayment speed estimates could result in changes in discount rates or market interest rates), which might either magnify or counteract the sensitivities. As reflected above, a significant increase in future prepayment speeds can have a significant impact on the impairment of the mortgage servicing rights asset. TCF does not use derivatives to hedge its mortgage servicing rights asset.

Other Non-Interest Income

Other non-interest income consists of gains on sales of securities available for sale, losses on termination of debt and gains on sales of branches.

As mentioned previously, gains on sales of securities available for sale of $11.7 million were recognized on the sale of $289.2 million of mortgage-backed securities during the second quarter of 2003. There we no sales of securities available for sale in the second quarter of 2002. Gains on sales of securities available for sale of $32.8 million and $6 million, were recognized on the sales of $816.5 million and $264.5 million in mortgage-backed securities in the first six months of 2003 and 2002, respectively. In addition, and in conjunction with these securities sales during the first six months of 2003, in the first quarter of 2003, TCF prepaid $150 million of higher cost FHLB advances and recorded losses on termination of debt of $6.6 million. The prepayment of higher cost FHLB advances reduces future interest expense. There were no similar prepayments of debt during the same period in 2002.

During the first quarter of 2002, TCF recognized a gain of $2 million on the sale of one Michigan branch with $17.1 million in deposits. No branch sales occurred during the first six months of 2003. TCF periodically sells branches that it considers underperforming or have limited growth potential and branches may also be subject to involuntary closure under certain circumstances, such as the termination of a license agreement by one of the supermarket chains in which TCF operates branches.

Consolidated Non-Interest Expense

Non-interest expense totaled $136.7 million for the second quarter 2003, up 3.5% from $132.1 million for the same 2002 period. For the first six months of 2003, non-interest expense totaled $275.5 million, up 4.5% from $263.6 million for the same 2002 period. Compensation and employee benefits expense totaled $73.8 million and $150.4 million for the 2003 second quarter and first six months, respectively, compared with $72.9 million and $145.2 million for the comparable periods in 2002. Occupancy and equipment expense was $21.5 million and $43.1 million for the second quarter and first six months of 2003, respectively, up $1 million and $2.3 million, respectively, from

the same 2002 periods. Advertising and promotions totaled $6.4 million and $12.8 million, up 11% and 14.9% for the 2003 second quarter and first six months, respectively, from $5.8 million and $11.1 million for the same 2002 periods. Other non-interest expense totaled $35 million and $69.2 million for the second quarter and first six months of 2003, respectively, reflecting an increase of 6.2% and 4.1% from $32.9 million and $66.4 million for the same 2002 periods. Higher levels of mortgage banking production and prepayment activity contributed to the increases in compensation and employee benefits expense and other non-interest expense for both the quarter and first six months of 2003. The costs associated with TCF’s de novo expansion, 23 branches opened since June 30, 2002, also contributed to the increases in compensation and employee benefits, occupancy and equipment expense and other non-interest expense for both the quarter and first six months of 2003. The increase in advertising and promotions expense is directly attributable to initiatives focused on the expansion and retention of TCF’s customer deposit base. Deposit account losses (a component of other non-interest expense) totaled $4.2 million and $8 million, respectively, up from $3.8 million and down from $8.1 million for the same 2002 periods.

Income Taxes

TCF recorded income tax expense of $32.3 million and $64.5 million for the second quarter and first six months of 2003, respectively, or 34.89% of income before income tax expense, compared with $31.5 million and $62.2 million, or 35.23% and 35.25%, respectively, of income before income tax expense, for the comparable 2002 periods. The lower effective tax rate in 2003 primarily reflects the effect of lower state income taxes, benefits from increased investments in affordable housing partnerships and the reduced effect of non-deductible expenses as a percentage of pre-tax net income.

TCF has Real Estate Investment Trusts (“REITs”) and related companies, that acquire, hold and manage mortgage assets and other authorized investments to generate income. These companies are consolidated with TCF National Bank and are therefore included in the consolidated financial statements of TCF Financial Corporation. The REITs must meet specific provisions of the Internal Revenue Code (“IRC”) to continue to qualify as a REIT. Two specific provisions applicable to REITS are an income test and an asset test. At least 75% of each REIT’s gross income, excluding gross income from prohibited transactions, for each taxable year must be derived directly or indirectly

from investments relating to real property or mortgages on real property. Additionally, at least 75% of each REIT’s assets must be represented by real estate assets. At June 30, 2003, TCF’s REITs met the applicable provisions of the IRC to qualify as REITs. State laws may also impose limitations or restrictions on operations of these companies. These laws are subject to change. If these companies fail to meet any of the required provisions of Federal and state tax laws or if the state tax laws change, TCF’s effective tax rate would increase.

The determination of current and deferred income taxes is a critical accounting policy which is based on complex analyses of many factors including interpretation of Federal and state income tax laws, the differences between tax and financial reporting basis of assets and liabilities (temporary differences), estimates of amounts due or owed such as the timing of reversal of temporary differences and current financial accounting standards. Additionally, there can be no assurances that estimates and interpretations used in determining income tax liabilities may not be challenged by Federal and state taxing authorities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax liabilities. In addition, under generally accepted accounting principles, deferred income tax assets and liabilities are recorded at the current prevailing Federal and state income tax rates. If such rates change, deferred income tax assets and liabilities must be adjusted in the period of change through a charge or credit through the Consolidated Statements of Income.

CONSOLIDATED FINANCIAL CONDITION ANALYSIS

Investments

Total investments, which include interest-bearing deposits with banks, federal funds sold, FHLB stock, Federal Reserve Bank stock and other investments, were $123.1 million at June 30, 2003, down $30.6 million from December 31, 2002. The decrease was the result of a $30.8 million decrease in FHLB stock. TCF is required to invest in FHLB stock in proportion to its level of mortgage assets and the level of borrowings from the FHLB. The FHLB-Des Moines adopted a new capital plan for its member banks, effective July 1, 2003. In connection with this new capital plan, $26.2 million of FHLB stock was redeemed by the FHLB-Des Moines, at cost, on July 1, 2003 at TCF’s request.

Securities Available for Sale

The Company purchased $818.3 million of mortgaged-backed securities during the first six months of 2003 to replace prepayments of residential real estate loans and mortgage-backed securities compared with $867.5 million during the same 2002 period. As previously mentioned, the Company sold $289.2 million of mortgage-backed securities during the second quarter of 2003. There were no sales of securities available for sale in the second quarter of 2002. TCF sold $816.5 million and $264.5 million of mortgage-backed securities during the first six months of 2003 and 2002, respectively. TCF may, from time to time, sell additional mortgage-backed securities, capture the gains before these securities prepay and utilize the proceeds to either reduce borrowings or to fund growth in loans and leases. At June 30, 2003, the net unrealized gain on TCF’s mortgage-backed securities available for sale portfolio was $52.3 million.

Loans and Leases

The following table sets forth information about loans and leases held in TCF’s portfolio, excluding loans held for sale:

(Dollars in thousands)	At June 30, 2003			At December 31, 2002
							Change
							$			%
Consumer:
Home equity	$	3,254,833		$	2,955,644		$	299,189		10.1	%
Other secured	29,624			33,411			(3,787		)	(11.3	)
Unsecured	15,231			16,827			(1,596		)	(9.5	)
Total consumer	3,299,688			3,005,882			293,806			9.8
Commercial:
Commercial real estate:
Permanent	1,639,174			1,639,860			(686		)	—
Construction and development	211,784			195,928			15,856			8.1
Total commercial real estate	1,850,958			1,835,788			15,170			.8
Commercial business	475,299			440,074			35,225			8.0
Total commercial	2,326,257			2,275,862			50,395			2.2
Leasing and equipment finance:
Equipment finance loans	301,734			289,558			12,176			4.2
Lease financings:
Direct financing leases	784,163			758,169			25,994			3.4
Sales-type leases	27,295			30,346			(3,051		)	(10.1	)
Lease residuals	35,387			35,375			12			—
Unearned income and deferred lease costs	(91,500		)	(95,927		)	4,427			4.6
Investment in leveraged leases	22,145			21,519			626			2.9
Total lease financings	777,490			749,482			28,008			3.7
Total leasing and equipment finance	1,079,224			1,039,040			40,184			3.9
Total consumer, commercial and leasing and equipment finance	6,705,169			6,320,784			384,385			6.1
Residential real estate	1,393,183			1,800,344			(407,161		)	(22.6	)
Total loans and leases	$	8,098,352		$	8,121,128		$	(22,776	)	(.3	)

The following table sets forth information about loans and leases by state, excluding loans held for sale:

(Dollars in thousands)	At June 30, 2003
	Consumer		Commercial		Leasing and Equipment Finance		Residential Real Estate		Total
Minnesota	$	1,262,610	$	684,455	$	67,286	$	627,021	$	2,641,372
Michigan	598,449		733,482		83,996		376,698		1,792,625
Illinois	862,775		353,843		37,610		308,176		1,562,404
Wisconsin	358,401		317,433		29,834		36,777		742,445
Colorado	160,361		570		25,113		1,322		187,366
California	314		36,924		117,255		—		154,493
Ohio	7,578		20,705		40,560		10,645		79,488
Florida	13,238		8,902		52,989		761		75,890
Texas	641		1,384		64,594		1,955		68,574
Other	35,321		168,559		559,987		29,828		793,695
Total	$	3,299,688	$	2,326,257	$	1,079,224	$	1,393,183	$	8,098,352

Approximately 70% of the home equity loan portfolio at June 30, 2003 consisted of closed-end loans, compared with 69% at December 31, 2002. In addition, 60% of this portfolio at June 30, 2003 carries a variable interest rate, compared with 62% at December 31, 2002. As of June 30, 2003, $1.4 billion of the variable rate consumer loans were at their interest rate floors. These loans will remain at their interest rate floor until interest rates rise above the floor rate. An increase in the TCF base rate of 100 basis points would result in the repricing of $991 million of variable rate consumer loans currently at their floor rate. A 200 basis point increase in the TCF base rate would result in a total of $1.2 billion of these loans repricing at interest rates above their current floor rate. At June 30, 2003, the weighted average loan-to-value ratio for the home equity portfolio was 73%, compared with 72% at December 31, 2002.

The following table sets forth additional information about the loan-to-value ratios for TCF’s home equity loan portfolio:

(Dollars in thousands)	At June 30, 2003						At December 31, 2002
	Balance		Percent of Total		Over 30-Day Delinquency as a Percentage of Balance		Balance		Percent of Total		Over 30-Day Delinquency as a Percentage of Balance
Loan-to-Value Ratios (1):
Over 100% (2)	$	45,588	1.4	%	1.87	%	$	53,916	1.8	%	2.17	%
Over 90% to 100%	361,094		11.1		.87		384,988		13.0		.80
Over 80% to 90%	1,174,575		36.1		.48		1,028,207		34.8		.62
80% or less	1,673,576		51.4		.75		1,488,533		50.4		.52
Total	$	3,254,833	100.0	%	.68		$	2,955,644	100.0	%	.62

(1)	Loan-to-value is based on the loan amount (current outstanding balance on closed-end loans and the total commitment on lines of credit) plus deferred loan origination costs net of fees and refundable insurance premiums, if any, plus the amount of senior liens, if any. Property values represent the most recent market value or property tax assessment value known to TCF.
(2)	Amount reflects the total outstanding loan balance. The portion of the loan balance in excess of 100% of the property value is substantially less than the amount included above.

The following tables summarize TCF’s commercial real estate loan portfolio by property type:

	At June 30, 2003						At December 31, 2002
(Dollars in thousands)	Permanent		Construction and Development		Total		Permanent		Construction and Development		Total
Apartments	$	483,132	$	4,368	$	487,500	$	479,703	$	5,052	$	484,755
Office buildings	353,657		15,375		369,032		356,814		11,588		368,402
Retail services	285,890		32,356		318,246		279,587		23,149		302,736
Warehouse/ industrial buildings	182,694		3,170		185,864		184,073		1,456		185,529
Hotel and motels	103,272		44,717		147,989		107,905		41,118		149,023
Health cares facilities	36,404		14,755		51,159		36,250		11,220		47,470
Other	194,125		97,043		291,168		195,528		102,345		297,873
Total	$	1,639,174	$	211,784	$	1,850,958	$	1,639,860	$	195,928	$	1,835,788

	At June 30, 2003				At December 31, 2002
(Dollars in thousands)	Balance		Over 30-Day Delinquency as a Percentage of Balance		Balance		Over 30-Day Delinquency as a Percentage of Balance
Apartments	$	487,500	.02	%	$	484,755	.07	%
Office buildings	369,032		—		368,402		.44
Retail services	318,246		—		302,736		.02
Warehouse/industrial buildings	185,864		—		185,529		2.61
Hotel and motels	147,989		—		149,023		—
Health care facilities	51,159		—		47,470		—
Other	291,168		—		297,873		—
Total	$	1,850,958	.01		$	1,835,788	.37

TCF continues to expand its commercial business and commercial real estate lending activity to borrowers located in its primary midwestern markets. With a focus on secured lending, at June 30, 2003, approximately 99% of TCF’s commercial real estate and commercial business loans were secured either by properties or underlying business assets. At June 30, 2003 and December 31, 2002, the construction and development portfolio had no loans over 30-days delinquent. At June 30, 2003, approximately 90% of TCF’s commercial real estate loans outstanding were secured by properties located in its primary markets. As of June 30, 2003, $367.7 million of variable rate commercial loans were at their interest rate floors. These loans will remain at their interest rate floor until interest rates rise above the floor rates. An increase in the associated base rates of 100 basis points would result in the repricing of $286 million of variable rate commercial loans currently at their floor rates. A 200 basis point increase in interest rates would result in a total of $361 million of these loans repricing at interest rates above their current floor rates.

The following tables summarize TCF’s leasing and equipment finance portfolio by marketing segment and by equipment type:

(Dollars in thousands)	At June 30, 2003						At December 31, 2002
	Balance		Percent of Total		Over 30-Day Delinquency as a Percentage of Balance		Balance		Percent of Total		Over 30-Day Delinquency as a Percentage of Balance

Marketing Segment
Middle market (1)	$	460,105	42.6	%	.90	%	$	363,568	35.0	%	1.26	%
Winthrop (2)	245,104		22.7		—		266,709		25.7		—
Wholesale (3)	158,462		14.7		.15		181,038		17.4		.42
Small ticket (4)	115,325		10.7		.75		105,489		10.1		.41
Leveraged leases	22,145		2.1		—		21,519		2.1		—
Subtotal	1,001,141		92.8		.52		938,323		90.3		.61
Truck and trailer (5)	78,083		7.2		9.58		100,717		9.7		4.72
Total	$	1,079,224	100.0	%	1.14		$	1,039,040	100.0	%	1.00

(1)		Middle market consists primarily of loan and lease financing of construction and manufacturing equipment and specialty vehicles.
(2)		Winthrop’s portfolio consists primarily of technology and data processing equipment.
(3)		Wholesale includes the discounting and purchasing of lease receivables sourced by third party lessors.
(4)		Small ticket includes loan and lease financings to small- and mid-size companies through programs with vendors, manufacturers, distributors and franchise organizations. Individual contracts generally range from $25 thousand to $250 thousand.
(5)		TCF discontinued originations in the truck and trailer marketing segment during 2001. TCF will continue to provide financing on trucks and trailers to customers in the middle market segment for use in their businesses which are unrelated to the over-the-road trucking industry. See the portfolio summary by equipment type below for TCF’s total financing of trucks and trailers.

(Dollars in thousands)	At June 30, 2003				At December 31, 2002
	Balance		Percent of Total		Balance		Percent of Total
Equipment Type	Balance		Percent of Total		Balance		Percent of Total
Technology and data processing	$	267,452	24.8	%	$	291,091	28.0	%
Manufacturing	168,884		15.6		140,014		13.5
Specialty vehicle	167,491		15.5		149,997		14.4
Construction	114,645		10.6		87,857		8.5
Trucks and trailers	98,967		9.2		113,587		10.9
Furniture and fixtures	58,808		5.5		62,153		6.0
Printing	36,723		3.4		31,181		3.0
Medical	29,197		2.7		23,378		2.2
Material handling	27,004		2.5		24,749		2.4
Aircraft	23,761		2.2		23,420		2.3
Other	86,292		8.0		91,613		8.8
Total	$	1,079,224	100.0	%	$	1,039,040	100.0	%

The leasing and equipment finance portfolio tables above include lease residuals. Lease residuals represent the estimated fair value of the leased equipment at the expiration of the initial term of the transaction. At June 30, 2003, lease residuals, excluding leveraged lease residuals, totaled $35.4 million, unchanged from December 31, 2002. The lease residuals on leveraged leases are included in investments in leveraged leases and totaled $18.7 million at June 30, 2003, unchanged from December 31, 2002. Lease residual values are initially determined at the inception of the lease and reviewed on an ongoing basis and any downward revisions are recorded in the periods in which they become known.

Included in the investment in leveraged leases, at June 30, 2003, is $19.3 million for a 100% equity interest in a Boeing 767-300 aircraft on lease to Delta Airlines in the United States. The lessee is current on the lease payments and the lease expires in 2010. This lease represents TCF’s only material direct exposure to the commercial airline industry. Total loan and lease originations for TCF’s leasing businesses were $269.4 million for the first six months of 2003, compared with $252.3 million for the same 2002 period. The backlog of approved transactions increased to $154.1 million at June 30, 2003, from $140.8 million at December 31, 2002. TCF’s expanded leasing activity is subject to risk of cyclical downturns and other adverse economic developments. TCF’s ability to increase its lease portfolio is dependent upon its ability to place new equipment in service. In an adverse economic environment, there may be a decline in the demand for some types of equipment which TCF leases, resulting in a decline in the amount of new equipment being placed into service as well as a decline in equipment values for equipment previously placed in service. TCF Leasing has originated most of its portfolio during recent periods, and consequently the performance of this portfolio may not be reflective of future results and credit quality.

Allowance for Loan and Lease Losses

Credit risk is the risk of loss from a customer default on a loan or lease. TCF has in place a process to identify and manage its credit risk. The process includes initial credit review and approval, periodic monitoring to measure compliance with credit agreements and internal credit policies, monitoring changes in the risk ratings of loans and leases, identification of problem loans and leases and procedures for the collection of problem loans and leases. The risk of loss is difficult to quantify and is subject to fluctuations in values, general economic conditions and other factors. The determination of the allowance for loan and lease losses is a critical accounting policy which involves estimates and management’s judgment on a number of factors such as net charge-offs, delinquencies in the loan and lease portfolio, general economic conditions and management’s assessment of credit risk in the current loan and lease portfolio. The Company considers the allowance for loan and lease losses of $77.7 million appropriate to cover losses inherent in the loan and lease portfolios as of June 30, 2003. However, no assurance can be given that TCF will not, in any particular period, sustain loan and lease losses that are greater in relation to the amount reserved, or that subsequent evaluations of the loan and lease portfolio, in light of factors then prevailing, including economic conditions and TCF’s on-going credit review process, will not require significant changes in the allowance for loan and lease losses. Among other factors, a protracted economic slowdown and/or a decline in commercial or residential real estate values in TCF’s markets may have an adverse impact on the adequacy of the allowance for loan and lease losses by increasing credit risk and the risk of potential loss. See “Forward-Looking Information.”

The following table sets forth information detailing the allowance for loan and lease losses and selected statistics:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2003			2002			2003			2002
Balance at beginning of period	$	77,813		$	75,456		$	77,008		$	75,028
Charge-offs	(4,018		)	(6,075		)	(6,750		)	(15,957		)
Recoveries	774			1,087			1,601			2,243
Net charge-offs	(3,244		)	(4,988		)	(5,149		)	(13,714		)
Provision charged to operations	3,127			4,714			5,837			13,868
Balance at end of period	$	77,696		$	75,182		$	77,696		$	75,182

Ratio of annualized net loan and lease charge-offs to average loans and leases outstanding	.16		%	.25		%	.13		%	.34		%
Period end allowance as a percentage of total loans and leases	.96		%	.92		%	.96		%	.92		%
Period end allowance as a percentage of loans and leases excluding residential real estate loans	1.14		%	1.25		%	1.14		%	1.25		%
Period end allowance as a multiple of annualized net charge-offs	6.0		X	3.8		X	7.5		X	2.7		X

The allocation of TCF’s allowance for loan and lease losses, including general and specific loss allocations, is as follows:

	At or For the Six Months Ended June 30, 2003						At or For the Year Ended December 31, 2002
(Dollars in thousands)	Allowance for Loan and Lease Losses		Total Loans and Leases		Allowance as a % of Portfolio		Allowance for Loan and Lease Losses		Total Loans and Leases		Allowance as a % of Portfolio
Consumer	$	9,139	$	3,299,688	.28	%	$	8,532	$	3,005,882	.28	%
Commercial real estate	24,861		1,850,958		1.34		22,176		1,835,788		1.21
Commercial business	12,437		475,299		2.62		15,910		440,074		3.62
Leasing and
equipment finance	13,988		1,079,224		1.30		12,881		1,039,040		1.24
Unallocated	16,139		—		N.A.		16,139		—		N.A.
Subtotal	76,564		6,705,169		1.14		75,638		6,320,784		1.20
Residential real estate	1,132		1,393,183		.08		1,370		1,800,344		.08
Total	$	77,696	$	8,098,352	.96		$	77,008	$	8,121,128	.95

N.A. Not applicable.

The allocated allowance balances for TCF’s residential and consumer loan portfolios, at June 30, 2003, reflect the Company’s credit quality and related low level of net loan charge-offs for these portfolios. The allocated allowances for the loan and lease portfolios do not reflect any significant changes in estimation methods or assumptions.

Net loan and lease charge-offs were $3.2 million and $5.1 million, or .16% (annualized) and .13% (annualized), of average loans and leases outstanding in the second quarter and first six months of 2003, respectively, down from $5 million and $13.7 million, or .25% (annualized) and .34% (annualized), of average loans and leases for the same periods of 2002 and up from $1.9 million, or .09% (annualized), of average loans and leases for the first quarter of 2003. The decline in net charge-offs during the second quarter of 2003 from the same 2002 period is the result of a reduction in commercial real estate charge-offs. For the first six months of 2003, the decline in net charge-offs over the same period in 2002 is the result of lower charge-offs in the commercial business and leasing and equipment finance portfolios.

The following table sets forth additional information regarding net charge-offs:

	Three Months Ended										Six Months Ended
	June 30, 2003					June 30, 2002					June 30, 2003					June 30, 2002
(Dollars in thousands)	Net Charge-offs (Recoveries)			% of Average Loans and Leases (1)		Net Charge-offs (Recoveries)			% of Average Loans and Leases (1)		Net Charge-offs (Recoveries)			% of Average Loans and Leases (1)		Net Charge-offs (Recoveries)			% of Average Loans and Leases (1)
Consumer	$	457		.06	%	$	938		.14	%	$	1,502		.10	%	$	1,853		.14	%
Commercial real estate	(20		)	—		1,630			.38		(18		)	—		2,069			.24
Commercial business	781			.67		195			.18		697			.31		5,191			2.37
Leasing and equipment finance:
Middle market	878			.81		298			.46		1,252			.66		445			.40
Winthrop	5			.01		43			.06		73			.06		62			.04
Wholesale	126			.31		671			1.39		313			.37		962			.98
Small ticket	538			2.00		183			.84		699			1.31		576			1.32
Leveraged leases	—			—		—			—		—			—		—			—
Subtotal	1,547			.63		1,195			.56		2,337			.49		2,045			.49
Truck and trailer	477			2.28		1,034			3.23		658			1.40		2,562			3.48
Total leasing and equipment finance	2,024			.76		2,229			.90		2,995			.57		4,607			.95
Subtotal	3,242			.20		4,992			.35		5,176			.16		13,720			.48
Residential real estate	2			—		(4		)	—		(27		)	—		(6		)	—
Total	$	3,244		.16		$	4,988		.25		$	5,149		.13		$	13,714		.34

(1) Annualized .

Non-Performing Assets

Non-performing assets, consisting of non-accrual loans and leases and other real estate owned totaled $64.4 million, or .80% of net loans and leases, at June 30, 2003, compared with $70.2 million, or .87% of net loans and leases, at December 31, 2002. Approximately 55% of non-performing assets at June 30, 2003 consisted of, or were secured by, residential real estate. Non-performing assets are summarized in the following table:

(Dollars in thousands)	At June 30, 2003			At December 31, 2002			$ Change
Non-accrual loans and leases:
Consumer	$	12,415		$	11,163		$	1,252
Commercial real estate	2,945			3,213			(268		)
Commercial business	3,390			4,777			(1,387		)
Leasing and equipment finance, net	15,075			17,127			(2,052		)
Residential real estate	5,028			5,798			(770		)
Total non-accrual loans and leases, net	38,853			42,078			(3,225		)
Non-recourse discounted lease rentals	699			1,562			(863		)
Total non-accrual loans and leases, gross	39,552			43,640			(4,088		)
Other real estate owned:
Residential real estate	17,889			16,479			1,410
Commercial real estate	6,919			10,093			(3,174		)
Total other real estate owned	24,808			26,572			(1,764		)
Total non-performing assets, gross	$	64,360		$	70,212		$	(5,852	)
Total non-performing assets, net	$	63,661		$	68,650		$	(4,989	)
Gross non-performing assets as a percentage of net loans and leases	.80		%	.87		%
Gross non-performing assets as a percentage of total assets	.55		%	.58		%

Included in non-performing assets are loans that are considered impaired. The recorded investment in impaired loans was $10.1 million at June 30, 2003, down from $12.1 million at December 31, 2002. The related allowance for loan losses was $4.4 million at June 30, 2003, compared with $5.5 million at December 31, 2002. All of the impaired loans were on non-accrual status. There were no impaired loans at June 30, 2003 or December 31, 2002 which did not have a related allowance for loan losses. The average recorded investment in impaired loans during the three months ended June 30, 2003 was $10.7 million, compared with $12.9 million during the three months ended December 31, 2002.

Past Due Loans and Leases

The following table sets forth information regarding TCF’s delinquent loan and lease portfolio, excluding loans held for sale and non-accrual loans and leases. TCF’s delinquency rates are determined using the contractual method.

	At June 30, 2003				At December 31, 2002
(Dollars in thousands)	Principal Balances		Percentage of Loans and Leases		Principal Balances		Percentage of Loans and Leases
Accruing loans and leases delinquent for:
30-59 days	$	27,847	.34	%	$	24,683	.31	%
60-89 days	11,000		.14		16,557		.20
90 days or more	6,542		.08		5,084		.06
Total	$	45,389	.56	%	$	46,324	.57	%

The following table summarizes TCF’s over 30-day delinquent loan and lease portfolio by loan type:

	At June 30, 2003				At December 31, 2002
(Dollars in thousands)	Principal Balances		Percentage of Portfolio		Principal Balances		Percentage of Portfolio
Consumer	$	22,827	.69	%	$	19,067	.64	%
Commercial real estate	102		.01		6,835		.37
Commercial business	133		.03		555		.13
Leasing and equipment finance	12,123		1.14		10,159		1.00
Residential real estate	10,204		.74		9,708		.54
Total	$	45,389	.56		$	46,324	.57

TCF’s over 30-day delinquency on total commercial real estate decreased to .01% at June 30, 2003 from .37% at December 31, 2002. The decrease in delinquencies in the commercial real estate portfolio was primarily due to one customer who brought their loans current in the first quarter of 2003. The increase in delinquencies in the leasing and equipment finance portfolio during the first six months of 2003 was primarily in the discontinued truck and trailer marketing segment.

Potential Problem Loans and Leases

In addition to the non-performing assets, there were $70.6 million of loans and leases at June 30, 2003, for which management has concerns regarding the ability of the borrowers to meet existing repayment terms, compared with $83.4 million at December 31, 2002. These loans and leases are less than 90 days past due, were classified for regulatory purposes as substandard and reflect the distinct possibility, but not probability, that the Company will not be able to collect all amounts due according to the contractual terms of the loan or lease agreement. Although these loans and leases have been identified as potential problem loans and leases, they may never become non-performing. Additionally, these loans and leases are generally secured by commercial real estate or assets, thus reducing the potential for loss should they become non-performing. Potential problem loans and leases are considered in the determination of the allowance for loan and lease losses.

Potential problem loans and leases are summarized as follows:

					Change
(Dollars in thousands)	At June 30, 2003		At December 31, 2002		$			%

Consumer	$	4,500	$	4,500	$	—		—	%
Commercial real estate	23,216		30,132		(6,916		)	(23.0	)
Commercial business	20,412		33,408		(12,996		)	(38.9	)
Leasing and equipment finance	22,481		15,314		7,167			46.8
Total	$	70,609	$	83,354	$	(12,745	)	(15.3	)

At June 30, 2003, commercial business potential problem loans were down $13 million from December 31, 2002 primarily due to paydowns received. Leasing and equipment finance potential problem loans and leases include leases of $1.4 million and $1.8 million funded on a non-recourse basis at June 30, 2003 and December 31, 2002, respectively. Leasing and equipment finance potential problem loans increased $7.2 million due primarily to the addition of four accounts, none of which were over 30-days delinquent at June 30, 2003.

Deposits

Checking, savings and money market deposits are an important source of low cost funds and fee income for TCF. Deposits totaled $8 billion at June 30, 2003, up $269.7 million from December 31, 2002. Lower interest-cost checking, savings and money market deposits totaled $6.2 billion, up $443.2 million from December 31, 2002, and comprised 78.1% of total deposits at June 30, 2003, compared with 75.1% of total deposits at December 31, 2002. Average annualized fee revenue per retail checking account for the first six months ended June 30, 2003 was $237, compared with $206 for the comparable period ended June 30, 2002. Higher interest-cost certificates of deposit decreased $173.5 million from December 31, 2002, as other lower-cost funding sources were available to TCF. TCF’s weighted-average rate for deposits, including non-interest-bearing deposits, was .67% at June 30, 2003, down from 1.02% at December 31, 2002.

Supermarket Banking

At June 30, 2003, TCF had 240 supermarket branches, up from 238 such branches a year ago. Supermarket banking continues to play an important role in TCF’s growth, as these branches have been consistent generators of account growth in both deposit and lending products. Additional information regarding TCF’s supermarket branches is displayed in the table below:

	At or For the Six Months Ended June 30,						Increase (Decrease)
(Dollars in thousands)	2003			2002			Increase (Decrease)			% Change
Number of branches	240			238			2			.8	%
Number of deposit accounts	844,103			793,471			50,632			6.4
Deposits:
Checking	$	794,104		$	685,934		$	108,170		15.8
Savings	488,173			434,571			53,602			12.3
Money market	107,794			119,997			(12,203		)	(10.2	)
Subtotal	1,390,071			1,240,502			149,569			12.1
Certificates	204,034			246,934			(42,900		)	(17.4	)
Total deposits	$	1,594,105		$	1,487,436		$	106,669		7.2
Average rate on deposits	.56		%	1.22		%	(66		) bps	N.A.
Total fees and other revenue (quarter ended)	$	44,937		$	41,261		$	3,676		8.9
Total fees and other revenue (year-to-date)	$	83,364		$	74,579		$	8,785		11.8
Consumer loans outstanding	$	408,732		$	340,915		$	67,817		19.9

bps = basis points

N.A. Not applicable.

Borrowings

Borrowings totaled $2.5 billion at June 30, 2003, down $604.3 million from year-end 2002. The decrease was primarily due to the increase in deposits and decrease in residential real estate loans and mortgage-backed securities which reduces TCF’s reliance on borrowings, coupled with the previously mentioned prepayment of $150 million of higher cost FHLB advances maturing in 2004. Included in long-term borrowings at June 30, 2003, are $778.5 million of fixed-rate FHLB advances and reverse repurchase agreements with other financial institutions which are callable by the counterparty at par on certain anniversary dates and, for most, quarterly thereafter until maturity. If called, replacement funding will be provided by the counterparties at the then-prevailing short-term market rate of interest for the remaining term-to-maturity of the advances and reverse repurchase agreements, subject to standard terms and conditions. The weighted-average rate on borrowings increased to 4.57% at June 30, 2003, from 4.43% at December 31, 2002. TCF Financial Corporation has a $105 million bank line of credit agreement maturing in April 2004, which is unsecured and contains certain covenants common to such agreements. TCF is not in default with respect to any of its covenants under the credit agreement. At June 30, 2003, TCF had $24 million outstanding on this bank line of credit, which was included in short-term borrowings. See Note 6 of Notes to Consolidated Financial Statements for additional information concerning TCF’s long-term borrowings.

Contractual Obligations And Commercial Commitments

TCF has certain obligations and commitments to make future payments under contracts. At June 30, 2003, the aggregate contractual obligations (excluding bank deposits) and commercial commitments are as follows:

(Dollars in thousands)	Payments Due by Period
	Total		Less than 1 year		1-3 Years		4-5 Years		After 5 Years
Contractual Obligations	Total		Less than 1 year		1-3 Years		4-5 Years		After 5 Years
Total borrowings	$	2,506,039	$	702,324	$	1,380,771	$	416	$	422,528
Annual rental commitments under non-cancelable operating leases	141,329		20,337		50,984		20,095		49,913
	$	2,647,368	$	722,661	$	1,431,755	$	20,511	$	472,441

(Dollars in thousands)	Amount of Commitment - Expiration by Period
	Total		Less than 1 year		1-3 Years		4-5 Years		After 5 Years
Other Commercial Commitments
Commitments to lend:
Consumer	$	1,272,588	$	22,464	$	21,142	$	16,993	$	1,211,989
Commercial	562,051		380,770		169,589		6,896		4,796
Leasing and equipment finance	60,173		60,173		—		—		—
Other	13,024		13,024		—		—		—
Total commitments to lend	1,907,836		476,431		190,731		23,889		1,216,785
Loans serviced with recourse	145,971		3,769		8,110		7,332		126,760
Standby letters of credit	22,555		18,899		3,171		485		—
	$	2,076,362	$	499,099	$	202,012	$	31,706	$	1,343,545

Commitments to lend are agreements to lend to a customer provided there is no violation of any condition in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since certain of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Collateral predominantly consists of residential and commercial real estate.

Loans serviced with recourse represent a contingent guarantee based upon the failure to perform by another party. These loans consist of $139.7 million of Veterans Administration (“VA”) loans and $6.3 million of loans sold with recourse to the Federal National Mortgage Association (“FNMA”). As is typical of a servicer of VA loans, TCF must cover any principal loss in excess of the VA’s guarantee if the VA elects its “no-bid” option upon the foreclosure of a loan. TCF has established a liability of $100 thousand relating to the VA “no-bid” exposure on VA loans serviced with partial recourse at June 30, 2003 which was recorded in other liabilities. No claims have been made under the “no-bid” option during 2003 or 2002. Loans sold with recourse to FNMA represent residential real estate loans sold to FNMA prior to 1982. TCF no longer sells loans on a recourse basis, and thus has limited the amount of loans subject to this contingent guarantee. The contingent guarantee related to both types of recourse remains in effect for the duration of the loans and thus expires in various years through the year 2033. All loans sold with recourse are collateralized by residential real estate. Since conditions under which TCF would be required either to cover any principal loss in excess of the VA’s guarantee or repurchase the loan sold to FNMA may not materialize, the actual cash requirements are expected to be less than the amount provided in the table above.

Standby letters of credit are conditional commitments issued by TCF guaranteeing the performance of a customer to a third party. The standby letters of credit expire in various years through the year 2008. Since the conditions under which TCF is required to fund the standby letters of credit may not materialize, the cash requirements are expected to be less than the total outstanding commitments. Collateral held on standby letters of credit primarily consists of commercial real estate mortgages.

Stockholders’ Equity

Stockholders’ equity at June 30, 2003 was $952.1 million, or 8.1% of total assets, down from $977 million, or 8% of total assets, at December 31, 2002. TCF repurchased 2.3 million shares of its common stock during the first six months of 2003 at an average cost of $40.13 per share. At June 30, 2003, TCF had 1.3 million shares remaining in its stock repurchase program authorized by its Board of Directors. On July 21, 2003, TCF’s Board of Directors authorized the repurchase of up to an additional 5% of TCF’s common stock, or 3.6 million shares. Since January 1, 1998, the Company has repurchased 24 million shares of its common stock at an average cost of $32.52 per share. For the first six months of 2003, average total equity to average assets was 8.08% compared with 7.91% for the year ended December 31, 2002. On July 21, 2003, TCF declared a regular quarterly dividend of 32.5 cents per common share, payable on August 29, 2003 to shareholders of record as of August 1, 2003. TCF does not have any trust preferred securities or other quasi-equity instruments.

MARKET RISK – INTEREST-RATE RISK

TCF’s results of operations are dependent to a large degree on its net interest income and its ability to manage its interest rate risk. Although TCF manages other risks, such as credit and liquidity risk, in the normal course of its business, the Company considers interest rate risk to be its most significant market risk. Since TCF does not hold a trading portfolio, the Company is not exposed to market risk from trading activities. The mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest rate risk. TCF, like most financial institutions, has material interest rate risk exposure to changes in both short-term and long-term interest rates as well as variable interest rate indices (e.g., prime).

TCF’s Asset/Liability Management Committee manages TCF’s interest-rate risk based on interest rate expectations and other factors. The principal objective of TCF’s asset/liability management activities is to provide maximum levels of net interest income while maintaining acceptable levels of interest rate risk and liquidity risk and facilitating the funding needs of the Company.

Although the measure is subject to a number of assumptions and is only one of a number of measurements, management believes that the interest rate gap (difference between interest-earning assets and interest-bearing liabilities repricing within a given period) is an important indication of TCF’s exposure to interest rate risk and the related volatility of net interest income in a changing interest rate environment. While the interest rate gap measurement has some limitations, which include no assumptions regarding future asset or liability production and the possibility of a static interest rate environment which can result in large quarterly changes due to changes of the above items, interest rate gap represents the net asset or liability sensitivity at a point in time. In addition to the interest rate gap analysis, management also utilizes a simulation model to measure and manage TCF’s interest rate risk, relative to a base case scenario.

TCF’s one-year interest rate gap was a positive $1.1 billion, or 9% of total assets, at June 30, 2003, unchanged from December 31, 2002. A positive interest rate gap position exists when the amount of interest-earning assets maturing or repricing, including assumed prepayments, within a particular time period exceeds the amount of interest-bearing liabilities maturing or repricing. The positive one-year interest rate gap is largely the result of the current low interest rate environment in which TCF and the banking industry as a whole are experiencing record high levels of prepayments of higher-yielding mortgage-backed securities, residential real estate loans and fixed-rate consumer and commercial real estate loans. Also impacting the one-year interest rate gap is significant current customer demand for variable-rate consumer and commercial loan products, in addition to the growth in deposits, which reduces TCF’s reliance on variable-rate borrowings.

TCF’s balance sheet is generally positioned to benefit from rising interest rates due to a positive interest rate gap position. TCF would also likely benefit from an increase in interest rates as this might signify that economic conditions are improving. The favorable impact of an increase in interest rates on net interest income would be partially diminished by the fact that at June 30, 2003, $1.4 billion of variable rate consumer loans and $367.7 million of variable rate commercial loans were at their interest rate floors. These loans will remain at their interest rate floors until interest rates rise above the floor rates. An increase in the TCF base rate of 100 basis points would result in the

repricing of $991 million of variable rate consumer loans and $286 million of variable rate commercial loans currently at their floor rates. A 200 basis point increase in the TCF base rate would result in a total of $1.2 billion and $361 million, respectively, of these loans repricing at interest rates above their current floor rates. Additionally, increases in interest rates could have an adverse impact on TCF’s checking account balances, if customers transfer some of these funds to higher interest rate deposit products or other investments. An increase in interest rates would affect TCF’s fixed-rate/variable-rate product origination mix and origination volumes and would likely slow prepayments.

While this positive interest rate gap may compress net interest income in the short-term, TCF believes this positive interest rate gap to be warranted because current rates are well below historical averages, and consequently, there is a greater possibility over time of higher interest rates versus lower interest rates. However, if interest rates remain stable or decrease, TCF could continue to experience an increase in prepayments of residential loans, mortgage-backed securities and fixed-rate consumer and commercial real estate loans and will experience further compression of its net interest income.

The one-year interest rate gap could be significantly affected by external factors such as prepayment rates other than those assumed, early withdrawals of deposits, changes in the correlation of various interest-bearing instruments, competition, a general rise or decline in interest rates, and the possibility that TCF’s counterparties will exercise their option to call certain of TCF’s longer-term callable borrowings. Decisions by management to purchase or sell assets or to retire debt could change the maturity/repricing and spread relationships. In addition, TCF’s interest-rate risk may increase during periods of rising interest rates due to slower prepayments on loans and mortgage-backed securities.

Recent Accounting Developments

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 46 “Consolidation of Variable Interest Entities,” which addresses consolidation and disclosure of interests in variable interest entities (“VIEs”). VIEs are entities in which equity investors do not have the characteristics of a controlling financial interest, measured by an ability to make decisions about an entity’s activities through voting rights or similar rights, or do not have sufficient equity at risk for the entity to finance its activities without additional subordinate financial support from other parties. VIEs may need to be consolidated or disclosed depending on the nature and amount of the equity investment and the rights and obligations of the equity investors.

The provisions of FIN No. 46 are applicable to variable interests in VIEs created after January 31, 2003. Variable interests in VIEs created before February 1, 2003, are subject to the provisions of FIN No. 46 no later than July 1, 2003. The Company has not created or obtained a variable interest in any VIEs since January 31, 2003.

TCF has invested in affordable housing limited partnerships that operate qualified affordable housing projects or that invest in other limited partnerships formed to operate affordable housing projects. These investments generate tax credits and tax savings from tax deductible losses. TCF may also receive other benefits depending on the provisions of the partnership agreements. Two of TCF’s investments in affordable housing partnerships which were made in May and October 2001 are considered VIEs, but are not required to be consolidated. As of June 30, 2003, the carrying amount of these two investments was $25.2 million recorded in other assets. This amount included $7.6 million of unconditional unfunded equity contributions which are recorded in other liabilities. TCF has no conditional funding obligations related to these two investments. Thus the maximum exposure to loss is $25.2 million at June 30, 2003, however, the general partner of these limited partnerships provides various guarantees to TCF including guaranteed minimum returns. These guarantees are backed by a AAA credit-rated company and significantly limit any risk of loss.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement is generally

effective for contracts entered into or modified and hedging relationships designated after June 30, 2003. TCF expects there to be no significant impact on TCF’s financial statements as a result of the adoption of this Statement.

In May 2003, the Financial Accounting Standards Board issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both a liability and equity. It requires that an issuer classify certain financial instruments as a liability, although the financial instrument may previously have been classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. There was no significant impact on TCF’s financial statements upon adoption of this Statement.

Earnings Teleconference and Website Information

TCF hosts quarterly conference calls to discuss its financial results. Additional information regarding TCF’s conference calls can be obtained from the investor relations section within TCF’s website at www.tcfexpress.com or by contacting TCF’s Corporate Communications Department at (952) 745-2760. The website also includes free access to company news releases, TCF’s annual report, quarterly reports, investor presentations and Securities and Exchange Commission (“SEC”) filings. Replays of prior quarterly conference calls webcasts discussing financial results may also be accessed at the investor relations section within TCF’s website.

Legislative, Legal and Regulatory Developments

Federal and state legislation imposes numerous legal and regulatory requirements on financial institutions. Future legislative or regulatory change, or changes in enforcement practices or court rulings, may have a dramatic and potentially adverse impact on TCF and its bank and other subsidiaries.

The Federal Deposit Insurance Corporation (“FDIC”) and members of the United States Congress have recently proposed new legislation that would reform the bank deposit insurance system. This reform could merge the Bank Insurance Fund (“BIF”) and Savings Association Insurance Fund (“SAIF”), increase the deposit insurance coverage limits and index future coverage limitations, among other changes. Most significantly, reform proposals could allow the FDIC to raise or lower (within certain limits) the currently mandated designated reserve ratio requiring the FDIC to maintain a 1.25% reserve ratio ($1.25 against $100 of insured deposits), and require certain changes in the calculation methodology. Although it is too early to predict the ultimate impact of such proposals, they could, if adopted, result in the imposition of additional deposit insurance premium costs on TCF.

On July 30, 2002, the Sarbanes-Oxley Act of 2002 (“the Act”) was signed into law by the President of the United States. The Act provides for sweeping changes dealing with corporate governance, accounting practices and disclosure requirements for public companies, and also for their directors and officers. Section 302 of the Act, entitled “Corporate Responsibility for Financial Reports,” required the SEC to adopt rules to implement certain requirements noted in the Act and it did so effective August 29, 2002. The new rules require a company’s chief executive and chief financial officers to certify the financial and other information included in the company’s quarterly and annual reports. The rules also require these officers to certify that they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the company’s disclosure controls and procedures; that they have made certain disclosures to the auditors and to the audit committee of the board of directors about the company’s controls and procedures; and that they have included information in their quarterly and annual filings about their evaluation and whether there have been significant changes to the controls and procedures or other factors which would significantly impact these controls subsequent to their evaluation. These certifications called for under Section 302 of the Act are filed as an exhibit to this report. See “Controls and Procedures” for TCF’s evaluation of disclosure controls and procedures. TCF is also furnishing as an exhibit to this report certificates called for under Section 906 of the Act.

In September 2002, the SEC issued its final ruling covering the acceleration of periodic report filing dates. The rule applies to all companies, including TCF, that have a public float of at least $75 million that have been subject to the SEC’s reporting requirements for at least 12 calendar months and that have previously filed at least one annual

report. For companies meeting the definition of accelerated filer as of the end of their first fiscal year ending on or after December 15, 2002, the annual report deadline will remain 90 days for year one and will then be reduced 15 days per year over two years to 60 days. The quarterly report on Form 10-Q will remain due 45 days after quarter end for year one and will then be reduced five days per year over two years to 35 days.

Forward-Looking Information

This report and other reports issued by the Company, including reports filed with the SEC, may contain “forward-looking” statements that deal with future results, plans or performance. In addition, TCF’s management may make such statements orally to the media, or to securities analysts, investors or others. Forward-looking statements deal with matters that do not relate strictly to historical facts. TCF’s future results may differ materially from historical performance and forward-looking statements about TCF’s expected financial results or other plans are subject to a number of risks and uncertainties. These include but are not limited to possible legislative changes and adverse economic, business and competitive developments such as shrinking interest margins; deposit outflows; ability to increase the number of checking accounts and the possibility that deposit account losses (fraudulent checks, etc.) may increase; reduced demand for financial services and loan and lease products; adverse developments affecting TCF’s supermarket banking relationships or any of the supermarket chains in which TCF maintains supermarket branches; changes in accounting policies or guidelines, or monetary and fiscal policies of the federal government; changes in credit and other risks posed by TCF’s loan, lease and investment portfolios; technological, computer-related or operational difficulties; adverse changes in securities markets; the risk that TCF could be unable to effectively manage the volatility of its mortgage banking business, which could adversely affect earnings; results of litigation, including reductions in debit card revenues resulting from settlement of litigation brought by Wal-Mart and other retail merchants against VISA ^Ò , USA, or other significant uncertainties. Investors should consult TCF’s Annual Report to Shareholders and periodic reports on Forms 10-Q, 10-K and 8-K for additional important information about the Company.

CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, the Company’s Chief Financial Officer and Treasurer (Principal Financial Officer) and its Controller and Assistant Treasurer (Principal Accounting Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer, the Company’s Chief Financial Officer and Treasurer and its Controller and Assistant Treasurer concluded that the Company’s disclosure controls and procedures are effective, as of June 30, 2003, in alerting them in a timely manner to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings. There were no significant changes in the Company’s disclosure controls or internal controls over financial reporting during the second quarter of 2003.

Disclosure controls and procedures are designed to ensure information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer, the Chief Financial Officer and Treasurer and the Controller and Assistant Treasurer, as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls include internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and that transactions are properly recorded and reported.

Any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system inherently has limitations, and the benefits of controls must be weighed against their costs. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Therefore, no evaluation of a cost-effective system of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Supplementary Information

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

(Dollars in thousands, except per-share data)	At June 30, 2003		At March 31, 2003		At Dec. 31, 2002		At Sept. 30, 2002		At June 30, 2002		At March 31, 2002

SELECTED FINANCIAL CONDITION DATA:
Securities available for sale	$	1,980,830	$	2,442,724	$	2,426,794	$	2,252,786	$	1,965,664	$	1,556,798
Residential real estate loans	1,393,183		1,568,430		1,800,344		1,975,481		2,249,365		2,458,431
Subtotal	3,374,013		4,011,154		4,227,138		4,228,267		4,215,029		4,015,229
Other loans and leases	6,705,169		6,485,179		6,320,784		6,106,818		5,879,607		5,693,330
Total assets	11,807,764		12,127,272		12,202,069		11,970,331		11,527,351		11,170,583
Deposits	7,979,737		7,965,338		7,709,988		7,660,497		7,556,626		7,293,972
Borrowings	2,506,039		2,767,890		3,110,295		2,955,295		2,702,133		2,610,712
Stockholders’ equity	952,069		971,413		977,020		950,290		920,088		921,847

	Three Months Ended
	June 30, 2003			March 31, 2003			Dec. 31, 2002			Sept. 30, 2002			June 30, 2002			March 31, 2002

SELECTED OPERATIONS DATA:
Interest income	$	164,004		$	172,114		$	182,352		$	182,406		$	184,234		$	184,371
Interest expense	44,240			49,702			55,729			58,637			59,925			59,847
Net interest income	119,764			122,412			126,623			123,769			124,309			124,524
Provision for credit losses	3,127			2,710			4,067			4,071			4,714			9,154
Net interest income after provision for credit losses	116,637			119,702			122,556			119,698			119,595			115,370
Non-interest income:
Fees and other revenues	101,003			96,835			106,346			102,837			102,032			95,049
Gains on sales of securities available for sale	11,695			21,137			2,830			2,662			—			6,044
Gains (losses) on termination of debt	—			(6,576		)	—			—			—			—
Gains on sales of branches	—			—			—			—			—			1,962
Total non-interest income	112,698			111,396			109,176			105,499			102,032			103,055
Non-interest expense	136,733			138,750			141,251			134,485			132,130			131,422
Income before income tax expense	92,602			92,348			90,481			90,712			89,497			87,003
Income tax expense	32,311			32,221			30,705			31,845			31,526			30,686
Net income	$	60,291		$	60,127		$	59,776		$	58,867		$	57,971		$	56,317

Per common share:
Basic earnings	$	.85		$	.83		$	.83		$	.81		$	.78		$	.75
Diluted earnings	$	.85		$	.83		$	.82		$	.80		$	.78		$	.75
Dividends declared	$	.325		$	.325		$	.2875		$	.2875		$	.2875		$	.2875

FINANCIAL RATIOS:
Return on average assets (1)	2.04		%	1.99		%	1.97		%	2.03		%	2.04		%	2.01		%
Return on average common equity (1)	25.17			24.70			25.17			25.53			25.36			24.68
Average total equity to average assets	8.11			8.06			7.82			7.96			8.03			8.15
Net interest margin (1)	4.45			4.45			4.59			4.68			4.76			4.83

(1) Annualized.

TCF FINANCIAL CORPORATION AND SUBSIDIARIES
Supplementary Information (Continued)
Consolidated Average Balance Sheets, Interest and Dividends
Earned or Paid, and Related Interest Yields and Rates

	Six Months Ended June 30,
	2003						2002
(Dollars in thousands)	Average Balance		Interest (1)		Yields and Rates (2)		Average Balance		Interest (1)		Yields and Rates (2)
Assets:
Investments	$	120,939	$	2,582	4.27	%	$	155,015	$	3,473	4.48	%
Securities available for sale (3)	2,185,840		61,247		5.60		1,644,385		53,134		6.46
Loans held for sale	511,400		11,014		4.31		404,959		11,536		5.70
Loans and leases:
Consumer	3,125,941		104,874		6.71		2,574,235		102,001		7.92
Commercial real estate	1,848,090		55,919		6.05		1,706,741		58,551		6.86
Commercial business	453,104		9,856		4.35		437,602		11,651		5.32
Leasing and equipment finance	1,050,325		40,665		7.74		973,613		43,453		8.93
Subtotal	6,477,460		211,314		6.52		5,692,191		215,656		7.58
Residential real estate	1,582,809		49,961		6.31		2,473,813		84,806		6.86
Total loans and leases (4)	8,060,269		261,275		6.48		8,166,004		300,462		7.36
Total interest-earning assets	10,878,448		336,118		6.18		10,370,363		368,605		7.11
Other assets (5)	1,067,955						929,683
Total assets	$	11,946,403					$	11,300,046

Liabilities and Stockholders’ Equity:
Non-interest bearing deposits	$	2,170,132					$	1,805,543
Interest-bearing deposits:
Checking	1,025,221		517		.10		895,903		821		.18
Savings	1,861,263		5,927		.64		1,370,698		6,498		.95
Money market	891,882		2,733		.61		940,728		5,300		1.13
Subtotal	3,778,366		9,177		.49		3,207,329		12,619		.79
Certificates	1,863,092		24,812		2.66		2,197,845		37,205		3.39
Total interest-bearing deposits	5,641,458		33,989		1.20		5,405,174		49,824		1.84
Total deposits	7,811,590		33,989		.87		7,210,717		49,824		1.38
Borrowings:
Short-term borrowings	706,035		4,589		1.30		510,685		4,579		1.79
Long-term borrowings	2,021,478		55,364		5.48		2,285,359		65,369		5.72
Total borrowings	2,727,513		59,953		4.40		2,796,044		69,948		5.00
Total interest-bearing liabilities	8,368,971		93,942		2.25		8,201,218		119,772		2.92
Total deposits and borrowings	10,539,103		93,942		1.78		10,006,761		119,772		2.39
Other liabilities (5)	442,070						380,950
Total liabilities	10,981,173						10,387,711
Stockholders’ equity (5)	965,230						912,335
Total liabilities and stockholders’ equity	$	11,946,403					$	11,300,046

Net interest income and margin			$	242,176	4.45	%			$	248,833	4.80	%

(1)		Tax-exempt income was not significant and thus has not been presented on a tax equivalent basis. Tax-exempt income of $264,000 and $68,000 was recognized during the six months ended June 30, 2003 and 2002, respectively.
(2)		Annualized.
(3)		Average balance and yield of securities available for sale are based upon the historical amortized cost.
(4)		Average balance of loans and leases includes non-accrual loans and leases, and is presented net of unearned income.
(5)		Average balance is based upon month-end balances.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings .

From time to time, TCF is a party to legal proceedings arising out of its lending, leasing and deposit operations. TCF is and expects to become engaged in a number of foreclosure proceedings and other collection actions as part of its loan and leasing collection activities. From time to time, borrowers and other customers have also brought actions against TCF, in some cases claiming substantial amounts of damages. Financial services companies are subject to class actions, and TCF has had such actions brought against it from time to time. Management, after review with its legal counsel, believes that the ultimate disposition of its litigation will not have a material effect on TCF’s financial condition.

In class action lawsuits brought by various retail merchants (some of which were subsequently consolidated in the U.S. District Court for the Eastern District of New York, and other actions which were brought in state courts and have been stayed pending further developments in the Federal case), retailers have claimed that VISA ^® , USA (“VISA”) and MasterCard ^® International (“MasterCard”) have violated Federal antitrust law and other laws by requiring merchants who accept credit cards of either VISA or MasterCard to also accept their debit cards (and other cards bearing the VISA or MasterCard brand) as a result of so-called “honor all cards” rules. In late April and early May, it was announced that MasterCard and VISA had agreed to settle the lawsuit for a reported $1 billion and $2 billion, respectively. It has been reported that the settlements will require elimination of the “honor all cards” rules effective January 1, 2004, and will significantly reduce debit card interchange rates for an initial period of five months beginning August 1, 2003. After that time, interchange rates will be subject to further adjustment.

Although TCF is not a party to this litigation, the outcome will have an impact on its operations. TCF is a leading issuer of debit cards and debit card interchange fees constitute a significant source of revenues for the Company. If the minimum reduction in interchange rates reported to be a part of the settlement had been effective during the first six months of 2003 and if there were no changes in transaction volumes despite the lower pricing, TCF’s debit card interchange revenues for the second quarter and the first six months of 2003 would have been reduced by approximately $3.9 million and $7.3 million, respectively. TCF is considering various strategies that could mitigate the impact of the reduction in debit card interchange rates primarily through increased debit card sales volumes. In addition, the further adjustment of interchange rates beginning January 1, 2004 may result in additional changes to interchange rates that cannot be predicted at this time. As a result, the magnitude of any financial consequences to TCF cannot be fully ascertained at this time.

TCF has unsuccessfully moved to intervene in the class action litigation and has raised objections to VISA regarding the settlement service fee and other matters.

In 1993 and 1995, TCF National Bank (or predecessor institutions) filed actions in the United States Court of Federal Claims seeking monetary damages against the United States based on the government’s breach of contracts in connection with the acquisition of certain savings associations prior to the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”). After a review of recent decisions pertaining to liability and damages issues in similar cases, and in light of the projected costs of further litigation, TCF voluntarily withdrew the complaints filed in both of these actions.

Item 2. Changes in Securities .

None.

Item 3. Defaults Upon Senior Securities .

None.

Item 4. Submission of Matters to a Vote of Security Holders .

On April 23, 2003, the Annual Meeting of the shareholders of TCF was held to obtain the approval of shareholders of record as of February 24, 2003 in connection with the two matters indicated below. Following is a brief description of each matter voted on at the meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker nonvotes, as to each matter:

	For	Withheld	Abstain	Nonvote

1. Election of Directors:
William F. Bieber	64,543,008	610,798	—	—
John M. Eggemeyer III	64,540,589	613,217	—	—
Robert E. Evans	52,994,399	12,159,407	—	—
Gerald A. Schwalbach	64,331,947	821,859	—	—

2. To ratify the appointment of KPMG LLP as the Company’s independent accountants.	63,750,426	1,312,739	90,641	—

Item 5. Other Information .

None.

Item 6. Exhibits and Reports on Form 8-K .

(a)		Exhibits.

		See Index to Exhibits on page 48 of this report.

(b)		Reports on Form 8-K.

		A Current Report on Form 8-K, dated April 16, 2003, was submitted furnishing a press release dated April 16, 2003, announcing results of operations for the quarter ended March 31, 2003 under Item 12, filed under Item 9 of Form 8-K.

		A Current Report on Form 8-K, dated April 23, 2003, was submitted furnishing certain investor presentation materials under Item 12, filed under Item 9 of Form 8-K.

SIGNATURE S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TCF FINANCIAL CORPORATION


	/s/ William A. Cooper
	William A. Cooper, Chairman of the Board, Chief Executive Officer and Director


	/s/ Neil W. Brown
	Neil W. Brown, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)


	/s/ David M. Stautz
	David M. Stautz, Senior Vice President, Controller and Assistant Treasurer (Principal Accounting Officer)

Dated: August 4, 2003

INDEX TO EXHIBITS

FOR FORM 10-Q

Exhibit Number	Description	Sequentially Numbered Page

4(a)	Copies of instruments with respect to long-term debt will be furnished to the Securities and Exchange Commission upon request.

10(c) ^#	TCF Financial Corporation Executive Deferred Compensation Plan as amended and restated effective as of June 1, 2003.

10(d) ^#	Amended and Restated Trust Agreement for TCF Financial Corporation Executive Deferred Compensation Plan effective September 1, 1998; amendment adopted effective November 1, 1998 [incorporated by reference to Exhibit 10(d) to TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253]; Restated Trust Agreement as executed with First National Bank in Sioux Falls as trustee effective as of October 1, 2000 [incorporated by reference to Exhibit 10(d) of TCF Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, No. 001-10253]; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(d) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253]; and as amended by amendments adopted May 3, 2002 [incorporated by reference to Exhibit 10(d) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, No. 001-10253]; and as amended by amendments effective as of June 30, 2003

10(j) ^#	Supplemental Employee Retirement Plan, as amended and restated effective July 21, 1997 [incorporated by reference to Exhibit 10(m) to TCF Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, No. 001-10253]; as amended effective September 30, 1998 [incorporated by reference to Exhibit 10(m) to TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253]; as further amended on May 11, 1999 [incorporated by reference to Exhibit 10(m) to TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, No. 001-10253]; as further amended by amendment adopted January 24, 2000 [incorporated by reference to Exhibit 10(l) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, No. 001-10253]; as further amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(j) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253]; as amended by amendment adopted October 22, 2001 [incorporated by reference to Exhibit 10(j) of TCF Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001, No.001-10253]; and as amended by amendment effective as of May 30, 2003.

10(l) ^#	TCF Financial Corporation Senior Officer Deferred Compensation Plan as amended and restated effective as of June 1, 2003.

# Filed herein.

Exhibit Number	Description	Sequentially Numbered Page
10(m) ^#	Amended and Restated Trust Agreement for TCF Financial Corporation Senior Officer Deferred Compensation Plan effective September 1, 1998; amendment adopted effective November 1, 1998 [incorporated by reference to Exhibit 10(p) to TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, No. 001-10253]; Restated Trust Agreement as executed with First National Bank in Sioux Falls as trustee effective as of October 1, 2000 [incorporated by reference to Exhibit 10(m) of TCF Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, No. 001-10253]; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(m) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253]; and as amended by amendments effective as of June 30, 2003

10(r) ^#	TCF Directors Deferred Compensation Plan as amended and restated effective June 1, 2003

10(s) ^#	Trust Agreement for TCF Directors Deferred Compensation Plan; as amended by amendment adopted April 30, 2001 [incorporated by reference to Exhibit 10(s) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, No. 001-10253]; as amended by amendment adopted October 10, 2001 [incorporated by reference to Exhibit 10(s) of TCF Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001, No. 001-10253]; and as amended by amendments adopted May 3, 2002 [incorporated by reference to Exhibit 10(s) of TCF Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, No. 001-10253]; and as amended by amendments effective as of June 30, 2003

31 ^#	Rule 13a-14(a)/15d-14(a) Certifications (Section 302 Certifications)

32 ^#	Statement Furnished Pursuant to Title 18 United States Code Section 1350 (Section 906 Certifications)

# Filed herein.

Exhibit 10(c)

05/06/03

TCF FINANCIAL CORPORATION

TCF FINANCIAL EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended and Restated effective as of June 1, 2003)

Table of Contents

		Page
1.	Deferral of Incentive Compensation, Salaries and Stock Awards.	1

2.	Committee.	2

3.	Deferred Compensation Accounts.	3

4.	Trust.	4

6.	Emergency Payments.	10

7.	Method of Payments.	11

9.	Miscellaneous.	13

10.	Investment Elections by Employees; Deferred TCF Stock Awards; Purchase Procedures for Purposes of Rule 16b-3.	14

11.	Termination or Amendment.	16

EXHIBIT A		18

APPENDIX A RE: IRS NOTICE 2000-56		20

APPENDIX B DISTRIBUTION PROCEDURES		21

TCF FINANCIAL EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended and Restated effective as of June 1, 2003)

1. Deferral of Incentive Compensation, Salaries and Stock Awards .

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, all or a portion of their incentive compensation payable for the next succeeding calendar year, and/or all or a portion of a stock award of TCF Financial Common Stock (“TCF Stock”) deferred as hereinafter provided. Each such deferral of compensation or a TCF Stock award 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 contributions from the TCF Employees Stock Purchase Plan 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. Any election with respect to Deferred Amounts of TCF Stock awards shall be exercised in writing by the Employee on or before the effective date of the award, and may be exercised separately with respect to the shares of the stock award and any cash or stock dividends (other than stock dividends in the nature of stock splits) declared and paid with respect to such shares. An election of Deferred Amounts, once made, is irrevocable, except as provided in Section 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. Effective for compensation earned on or after January 1, 2000, and for awards of TCF Stock made on or after that date, an Employee’s election of Deferred Amounts for a calendar year shall also include an election of the timing and form of distribution of the Deferred Amounts elected for that year, from among the alternatives set forth in Section 5.a. of this Plan.

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. Committee . The Committee (the “Committee”) shall consist of such members of the Compensation/Nominating/Corporate Governance 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 as are consistent with the terms of this Plan. 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. Notwithstanding anything in this Section 2 to the contrary, no action or determination made or taken by any officer of TCF Financial on behalf of the Committee, and no action or determination by the Committee affecting the amount payable under this Plan to a participant or beneficiary, shall be entitled to any deference by a reviewing court (i.e., judicial review of any such actions or determinations shall be de novo).

3. Deferred Compensation Accounts . Each Company shall establish on its books a separate account (“ Account”), including sub-accounts pursuant to Exhibit A hereto and Section 10 hereof, 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. Separate Accounts will be maintained for any Deferred Amounts that are payable at different times or in different forms than other Deferred Amounts.

consistent with Section 10 and Exhibit A and shall be irrevocable with respect to the calendar year to which it applies, unless the Committee allows additional elections. 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, except if an Employee has elected not to defer dividends. 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 more 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. Starting with Deferred Amounts elected for the year 2000 and after Accounts for each Employee shall be separately maintained on a calendar year basis, with each year’s account (the “Class Year Account”) reflecting only the Deferred Amounts of compensation earned in that year and the investments in which the Deferred Amounts are deemed to be invested. All Deferred Amounts elected before the year 2000, including deferrals of TCF Stock awards made before that date, and the investments in which they are deemed to be invested from time to time, shall be aggregated and maintained as a “ Pre-2000 Account.”

c. Although the value of an Employee’s Account is to be measured by the value of and income from certain deemed investments, the Companies need not actually make such 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 Section 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 Section 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.

d. Sub-accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

Any portion of such consideration consisting of securities of a successor company will be allocated to the TCF Stock Account and thereafter will be subject to the same restrictions on deemed sales as applied to TCF Stock prior to the Change in Control. Any portion of such consideration consisting of assets other than securities of a successor company will be allocated to the Employee’s Diversified Account.

f. An Employee’s right to direct the deemed investments of the Employee’s 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 trust funds as permissible deemed investments only for the Accounts of terminated Employees if the Committee deems such funds to be particularly appropriate or suitable for such Accounts.

g. Sub-Accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

4. Trust . TCF Financial has established a trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of Deferred Amounts. The trust provides for separate accounts in the name of each Employee who has elected a Deferred Amount. Each Company shall contribute to the trust such amounts as are necessary to keep the separate accounts maintained for that Company’s Employees sufficient at all times to pay in full all benefits payable under the Plan with respect to such Company’s Employees, including, without limitation, any liquidated damages payable to such Company’s Employees pursuant to Section 9.f. In addition:

a. TCF Financial may, in its sole discretion, require the Companies to contribute additional amounts, which TCF Financial may direct the Trustee not to credit to an account for any Employee, but instead to a general account for the payment of Plan expenses; and

b. within ten (10) business days following the occurrence of a Change in Control, the Companies shall contribute an amount equal to 300% of the aggregate expenses incurred by the Companies and the Trustee in administering the Plan and the trust described in this Section 4 during the last full calendar year immediately preceding the occurrence of the Change in Control, which amount shall also be credited to a general account for the payment of Plan expenses. If the aggregate expenses that were incurred by the Companies and the Trustee in administering the Plan and the trust during the last full calendar year immediately preceding the occurrence of the Change in Control cannot be determined with reasonable certainty prior to the date on which this contribution is due, the amount of the contribution shall be $150,000.

The assets of the trust shall be invested in accordance with the provisions of the agreement or agreements pursuant to which the trust is maintained, which agreement(s) shall be consistent with the terms of this Plan. The trustee of the trust (“Trustee”) shall be a corporate trustee independent of the Companies. The trust assets shall remain subject to the claims of the Companies’ general creditors.

5. Payment of Deferred Amounts .

a. Deferrals On or After January 1, 2000 (“Class Year Accounts”) . For Deferred Amounts of compensation earned on or after January 1, 2000 and of TCF Stock awards made on or after that date, at the same time as the Employee elects the Deferred Amounts for a calendar year, or for a TCF Stock Award, the Employee shall also elect the timing and form of distribution of such Deferred Amounts for that year, or for the TCF Stock award, from among the following options:

(I) Upon a Date Certain . As to Deferred Amounts other than TCF Stock awards, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence on a date in a year designated by the Employee (“Date Certain”) either before or after employment termination but in no event sooner than two calendar years after the calendar year when the Deferred Amount was earned, subject to the Committee’s designation of a uniform month and day for each year. For all Deferred Amounts, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid on or to commence on such Date Certain. Any distribution in annual installments shall commence 30 days after the Date Certain with succeeding installments paid thereafter on the date designated by the Committee in each subsequent year. Each installment shall consist of the balance of the Employee’s account at the end of the previous calendar year, multiplied by a fraction, the numerator of which is 1 and the denominator of which is the number of installments remaining to be paid. Distributions of amounts credited to the Employee’s TCF Stock account shall be made in whole shares of TCF Stock (disregarding any shares in suspense or unvested as of the end of the calendar year). Distributions of amounts credited to the Employee’s Diversified Account shall be made in cash. Distributions shall be charged first to any available cash that is deemed to be held in the Employee’s Account and, to the extent such cash is not sufficient to cover the distribution, pro rata from the TCF Stock Account and the Diversified Account (by liquidating pro rata portions of each deemed investment in the Diversified Account).

(II) Upon Disability . The Employee may designate an alternative distribution in the event of Disability, as defined in this Plan, in the form of either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence 30 days after such Disability occurs. The determination of payments and installments, including the distribution of only whole shares of TCF Stock with respect to amounts credited to the TCF Stock Account shall be the same as under the preceding paragraph (I).

determination of payments and installments, including the distribution of only whole shares of TCF Stock with respect to amounts credited to the TCF Stock account, shall be the same as under the preceding paragraph (1).

(IV) Upon a Change in Control . The Employee may designate an alternative distribution in the event of a Change in Control (as defined in Section 5.j.) in the form of either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or, in the case of annual installments, to commence 30 days after the one year anniversary of the closing of such Change in Control. The determination of payments and installments, including the distribution of only whole shares of TCF Stock from the TCF Stock account, shall be the same as under the preceding paragraph (I).

b. Pre-2000 Account . Not later than 30 days after an Employee’s “Distribution Event” (as defined herein), the Trustee shall commence distribution of the amounts credited to such Employee’s Pre-2000 Account. Notwithstanding the foregoing sentence, if an Employee’s distribution requires Committee action then the commencement of distributions shall occur not later than 30 days after such Committee action or, if later, after the Employee’s Distribution Event. Provided, that the Committee shall take any action required of it no later than its next regularly scheduled meeting after the Employee’s Distribution Event. An Employee’s “Distribution Event” is the first to occur of the following: (i) termination of employment; (ii) disability; or (iii) the date one year after a “Change in Control” (as defined herein). Commencing within such 30-day period, the balance credited to the Employee’s Account shall be paid as follows.

15-Year Payment Schedule Subject to Acceleration by Committee . For distributions not subject to Section 5.c., d., or k., payment of the Employee’s Pre-2000 Account shall be in fifteen annual installments unless the Committee approves a different schedule or the Employee’s account is subject to the last paragraph of this Section 5.b. The Committee may determine on a case by case basis to approve a different payment schedule for an Employee after taking into account whether the Employee has executed or will execute a non-competition agreement in form and scope reasonably acceptable to the Committee. The Committee may also consider such other factors as the Committee considers appropriate in each case. Any alternative payment schedule the Committee approves under this Section 5.b. 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. For distributions from the Accounts of Employees who did not consent to the terms of this Section 5.b., the balance in the Account shall be paid as provided at the end of this section.

(I) The first payment under Section 5.b. shall be paid on a date the Committee selects which is no later than 30 days after the Committee’s direction as to the form and timing of distributions is made or, if later, 30 days after the Employee’s Distribution Event. If no date is selected, the first payment shall be on the date that is the later of 30 days after the Committee’s action or 30 days after the Employee’s Distribution Event. 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.

(II) Each payment shall be made in cash or in kind as the Committee, in its discretion, shall determine except that distributions of amounts credited to an Employee’s TCF Stock Account shall be distributed in the form of TCF Stock. If the Committee makes no instruction, distributions of amounts credited to an Employee’s Account that are deemed to be invested in assets other than TCF Stock shall be distributed in the form of cash. Annual installments are intended to be substantially equal in value. To that end, each annual distribution shall be determined as follows. The amount credited to Employee’s Account, as reported on the latest available account statement, shall be multiplied by a fraction, the numerator of which is one and the denominator of which is the number of installments remaining to be paid, including the current installment. The value of any portion of the Account distributed in cash shall be equal to the cash that would have been received if the assets in which the Account was deemed to have been invested had been liquidated on the latest practicable date prior to the distribution date.

(III) Notwithstanding the foregoing subparagraph (I), an Employee 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 deemed to have been liquidated in connection with each monthly payment (subject to the requirement that distributions of amounts credited to an Employee’s TCF Stock Account must be distributed in the form of whole shares of TCF Stock). 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 that must be deemed to have been liquidated in order to pay monthly benefits shall be deemed to have been liquidated on the last practicable date prior to the installment’s payment date. In no event shall this subparagraph 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.

installment payment date. Distributions shall be in the form of cash, except that any portion of the Account that is deemed to be invested in TCF Stock shall be distributed in the form of whole shares of TCF Stock. The value of any portion of the Account distributed in cash shall be equal to the cash that would have been received if the assets in which such portion of the Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date.

c. Overriding Lump Sum Distribution in Exchange for Non-Competition Covenant or Reduction in Account Balance . Effective on and after September 30, 1998, each Employee who so elects in accordance with this paragraph c. and who has had a Distribution Event shall be entitled to elect to receive a lump sum form of distribution of either the Pre-2000 Account or any Class Year Account. A lump sum distribution shall consist of a single distribution of the entire value of the Employee’s Pre-2000 or Class Year Account (unless the Employee elects to apply the election to only the portion of the Account that is deemed to be invested in TCF Stock or to only the portion of the Account that is deemed to be invested in assets other than TCF Stock) on or about 30 days after the later of the Employee’s Distribution Event or the date on which the Employee’s election is filed with TCF Financial. The distribution shall be in the form of cash, except that any portion of the Employee’s Account that is deemed to be invested in TCF Stock shall be distributed in the form of whole shares of TCF Stock. The value of any portion of the Account distributed in cash shall be equal to the cash that would have been received if the assets in which such portion of the Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date. An Employee’s election under this paragraph c. may occur at any time prior to or after the commencement of distributions to such Employee. If distributions have already commenced, such election shall apply only to the balance of the Employee’s Account at the time of the election. The election shall be made on such form as TCF Financial reasonably requires and shall be accompanied by whichever of the following the Employee elects to provide: (a) a non-competition agreement having a value as of the Committee’s action date, equal to at least 10% of the then-current value of the Employee’s Account; (b) the Employee’s written acceptance of a reduction by 10% in the Employee’s Account; or (c) the Employee’s written acceptance of a reduction by less than 10% in the Employee’s Account and a non-competition agreement having a value as of the Committee’s action date equal to at least the difference between 10% of the then-current value of the Employee’s Account and the reduction accepted in writing by the Employee.

securities of a successor company exchanged for TCF Stock) that are deemed to be held in the TCF Stock Account shall be distributed in the form of investment in which they are then deemed to be held. The value of any distribution from the Diversified Account distributed in cash shall be equal to the cash that would have been received if the assets in which the Diversified Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date. Notwithstanding anything in this Section 5.d. to the contrary, if at least twelve months prior to the earlier of: (A) the date on which a Change in Control occurs; or (B) the date on which a definitive agreement pursuant to which a Change in Control occurs is signed by all parties, an Employee files a written election with the Committee to have his or her Pre-2000 Account in the Plan distributed on a Date Certain in accordance with rules substantially similar to those described in Section 5.a.(I) or upon termination of employment in accordance with rules substantially similar to those described in Section 5.a(III), the Employee’s Pre-2000 Account shall be distributed in accordance with the Employee’s last timely written election to that effect and not in accordance with the default rules of this Section 5.d. In the event of a Change in Control, all Class Year Accounts of an Employee shall be distributed to the Employee if he or she so elected, at the time and in the manner elected under Section 5.a. at the time the Class Year Account was deferred. If the Employee subsequently elects to have Section 5.c. apply to the Class Year Account, however, then distribution shall be in the form of a lump sum.

e. 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.

f. 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.

g. 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 Section 7.a.

h. For purposes of this section, an Employee’s termination of employment is a retirement if so determined by the Committee under all the facts and circumstances.

i. For purposes of this Section 5, the value of a non-competition agreement shall be determined in all cases on the basis of an independent appraisal, unless such an appraisal is deemed unnecessary by both the Committee and the Employee.

j. For purposes of this Plan, a Change in Control shall be deemed to have occurred if (i) any “person” as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) is or becomes the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of TCF Financial representing fifty percent (50%) or more of the combined voting power of TCF Financial’s then outstanding securities (for purposes of this clause (i), the term “beneficial owner” does not include any employee benefit plan maintained by TCF

Financial that invests in TCF Financial’s voting securities; or (ii) during any period of two (2) consecutive years there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board or new directors whose nomination for election by the company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of TCF Financial approve a merger or consolidation of TCF Financial with any other corporation, other than a merger or consolidation which would result in the voting securities of TCF Financial outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of TCF Financial or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of TCF Financial approve a plan of complete liquidation of TCF Financial or an agreement for the sale or disposition by TCF Financial of all or substantially all TCF Financial’s assets; provided, however, that no Change in Control will be deemed to have occurred if such merger, consolidation, sale or disposition of assets, or liquidation is not subsequently consummated. The date of a Change in Control, for purposes of this Plan, is the date on which the Change in Control is consummated.

k. 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 a Company that part or all of the value of the Employee’s Deferred Amounts or Plan Account which has not actually been distributed to the Employee, or that part or all of a separate account that has been established for the Employee under a trust described in Section 4, 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 Section 5.k. 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.

l. Effective for distributions commencing on or after May 16, 2001, an Eligible Employee may elect to have benefits due under this Plan distributed in any one of the forms allowed by the Plan, provided that the election is in writing and is executed and delivered to TCF Financial or to its Corporate Secretary (or designee) on behalf of TCF Financial, prior to the Employee’s termination of employment and no later than one year (365 days) before such Employee’s distribution event.

6. Emergency Payments . In the event of an “unforeseeable emergency” as determined hereafter, the Committee may determine the amounts payable under Section 5 hereof

and pay all or a part of such amounts without regard to the payment dates provided in Section 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 Section 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 Section 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 Companies, 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 Sections 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 Company(ies) by which the

Eligible Employee was employed, except to the extent that such payments are made out of the trust described in Section 4.

e. Unless commenced earlier at the direction of the Committee or suspended due to a Company’s Insolvency, payments from the trust described in Section 4 shall be commenced by the Trustee (without the need for further instructions from the Committee) in accordance with the most recent payment instructions provided by the Committee after the Trustee (i) acquires actual knowledge of the occurrence of an event that requires payment to commence (a “payment event”), (ii) is notified by the Committee that a payment event has occurred, (iii) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5.j. of this Plan, or (iv) in the case of a participant’s termination of employment, is notified in writing by the participant that the participant’s termination of employment has occurred. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Trustee shall request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a Change in Control has occurred, the Trustee shall commence payment of accounts (that are not payable earlier) in the manner required upon the occurrence of a Change in Control.

f. Payments made by the Trustee from an account established for a participant shall be debited against such account and shall cease when the balance credited to the account has been reduced to zero or if earlier, when the Trustee determines, based upon its review of the records of the Plan, that payment of any additional amounts from the participant’s account will result in the payment of benefits in excess of those required under the Plan. The Trustee shall have no obligation to perform such a review and consider such a determination until after (i) the Committee notifies the Trustee and the participant (or, if the participant has died, the participant’s beneficiary) of the potential excess payment, (ii) the Trustee has been provided with all Plan records that may be reasonably required by the Trustee to make its determination, and (iii) the participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

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 Section 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 Section 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 Companies 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.

portion of the distribution is payable in the form of TCF Financial stock, and the value of such stock at the time of distribution is less than its value on the date as of which payment was due, the payee shall be entitled to liquidated damages equal to 100% (120% if the payment occurs after a Change in Control) of the aggregate difference in value between the value of the distributed shares on the date their distribution was due (without regard to the 30-day grace period or the requirement of a claim) and the value of the distributed shares on the actual date of distribution.

g. Any costs or attorneys’ fees incurred by a participant or beneficiary in connection with the collection of benefits that were not timely paid under this Plan shall be reimbursed by the Companies.

h. Notwithstanding anything in this Plan to the contrary, effective January 1, 2003, if the beneficiary of a participant is not the participant’s spouse, the payment to that beneficiary shall be made in the form of an immediate lump sum distribution of the entire portion of the participant’s account payable to that beneficiary, without regard to any outstanding installment payment election.

10. Investment Elections by Employees; Deferred TCF Stock Awards; Purchase Procedures for Purposes of Rule 16b-3 .

a. Employees may elect to have investments that have been deemed to have been made in their Deferred Compensation Accounts under Section 3 or 4 deemed to have been liquidated and reinvested as directed, provided that any investment election shall be exercised in writing by the Employee and approved by the Committee or its approved representative under such terms and conditions as the Committee deems appropriate (Exhibit A to this Plan), and further provided that on and after September 30, 1998 any deemed investments in TCF Stock shall be subject to paragraph b. of this Section 10.

b. If an Employee directs or retains any deemed investment in shares of TCF Stock on or after September 30, 1998, or defers an award of TCF Stock, the Employee’s Account shall include a TCF Stock Account which shall operate as follows:

i. All shares of TCF Stock that were deemed to have been held in the Employee’s Account on September 30, 1998 (excluding any shares held in suspense or unvested pursuant to paragraph c. of this section) shall be allocated on that date to the Employee’s TCF Stock Account and the fixed number of shares so allocated shall be the beginning balance of the TCF Stock Account.

ii. Thereafter, the TCF Stock Account shall be increased by the number of shares, if any, of TCF Stock deemed to be purchased from Deferred Amounts or from dividends (other than nondeferred dividends) and/or interest pursuant to the Employee’s directions under Section 3 of this Plan and by any shares of TCF Stock released from pledge or becoming vested, as provided in paragraph c. of this section.

iii. The balance of shares of the TCF Stock Account shall in no event be decreased.

iv. Shares allocated to the Employee’s TCF Stock Account shall be subject to all of the restrictions and other provisions of this Committee’s action dated 8-24-98 establishing separate accounts for TCF Stock as compared to non-TCF Stock assets.

v. Notwithstanding anything herein to the contrary, an Employee may elect to receive a current distribution with respect to dividends that would otherwise be deemed to have been credited to the Employee’s TCF Stock Account. Such elections shall be made in such form and at such time or times, and shall apply to such dividends, as the Committee shall determine; provided , that in no event shall an election be effective if it is received by the Committee:

(A) more than 30 days after the date on which the amendment adding this clause (v) is adopted, if the election relates to dividends declared in calendar year 2002 after the expiration of such 30-day period; otherwise

(B) after December 31 of the calendar year preceding the calendar year in which the dividends to which the election relates are declared.

Except as provided in Section 6 hereof, an election to receive a current distribution with respect to dividends shall be irrevocable upon its receipt by the Committee, and it shall apply to all dividends that are declared in the calendar year(s) (or portion thereof) to which the election applies. Cash in an amount equal to any dividends with respect to which an election described in this Section 10.b.v. has been made shall be distributed to the Employee as soon as administratively feasible after such dividends would otherwise have been credited to the Employee’s Account.

c. Deferred Amounts consisting of TCF Stock awards shall be held unallocated until such time as the shares vest in accordance with the terms of the award agreement. As of the date any such shares become vested, the number of shares vesting shall be allocated to the Employee’s Account and shall thereafter become subject to distribution the same as any other shares of TCF Stock in which the TCF Stock Account is deemed invested. Any cash dividends paid on unvested shares of TCF Stock, if such dividends have been deferred by the Employee, shall be allocated to the Employee’s account and deemed invested as directed by the Employee. Any stock dividends paid on unvested shares of TCF Stock, if such dividends have been deferred by the Employee, shall be allocated to the Employee’s TCF Stock account and increase the TCF Stock account balance unless such dividends are in the nature of a stock split, in which case they shall be held unallocated until such time as the award vests.

d. Any election of Deferred Amounts of salary or incentive compensation under Section 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.

e. Any investment election under Section 3 or 4 relating to initial or periodic deemed investments of Deferred Amounts in TCF Stock, 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. Investments of Deferred Amounts in equity securities of TCF Financial shall be deemed to occur as soon as practicable after the payroll date for which the Deferred Amount is received, and in the case of deemed investments consisting of TCF Stock, no later than two weeks after such payroll date, with the exact date and purchase terms to be determined by the Committee on such basis as it reasonably determines.

f. Any investment election under Section 3 or 4 relating to the deemed liquidation of existing investments and the deemed reinvestment or reapplication of proceeds within the Plan shall be consistent with Exhibit A hereto, shall be exercised in writing and filed with the Committee by the Employee on any date, provided that any such election which is a discretionary purchase of TCF Stock is at least six months after the date of the Employee’s last such discretionary election (as defined in Rule 16b-3) of a sale of TCF Stock under any other benefit plan of a Company. Liquidation and/or reinvestment of funds within the Plan under Section 3 or 4 shall be deemed to have occurred 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 a deemed investment or reinvestment in TCF Stock, 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 TCF Stock to be determined by the Committee on such basis as it reasonably determines.

g. For purposes of this Section 10, filing with the corporate secretary of TCF Financial shall be deemed to be a filing with the Committee.

11. Termination or Amendment . This Plan may be amended at any time and from time to time upon the approval of the Board of Directors of TCF Financial; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Plan Accounts of the consenting participants and beneficiaries shall be transferred to a separate plan that is identical to this Plan in all respects except that it may include the proposed amendment. The Board of Directors may terminate this Plan in its discretion, except that any such termination shall require the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan,

unless it is an automatic termination of the Plan under Section 5.k. hereof. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed termination of the Plan, the Plan shall terminate as to the consenting participants and beneficiaries and shall continue in effect for the participants and beneficiaries who do not consent.

EXHIBIT A

(Action of 16b-3 Sub-Committee of the Personnel Committee Establishing TCF Stock Accounts and Diversified Accounts effective as of September 30, 1998 and as amended effective as of January 1, 2000)

1. Effective as of September 30, 1998 (the “Effective Date”), each participant’s Account in the Plan shall be divided into two sub-accounts: a “TCF Stock Account” and a “Diversified Account.” All shares of common stock of TCF Financial (“TCF Stock”) that are deemed to be held in a participant’s Account on the Effective Date shall be allocated as of that Date to the Participant’s TCF Stock Account. All other investments that are deemed to be held in a participant’s Account on the Effective Date shall be allocated as of that date to the participant’s Diversified Account. Thereafter, the Sub-Accounts shall operate as follows:

a. The TCF Stock Account shall be deemed to be invested solely in shares of TCF Stock (and in cash or cash equivalent money market funds for fractional shares or for funds held temporarily prior to investment). The Diversified Account shall not at any time be deemed to be invested in any shares of TCF Stock. Except as permitted by paragraph e, below, no transfer of assets will be permitted from the TCF Stock Account to the Diversified Account or from the Diversified Account to the TCF Stock Account.

b. A participant’s TCF Stock Account shall be deemed to be invested in all shares of TCF Stock allocated to it on or after the Effective Date and such shares shall not be subject to any deemed sale, transfer, assignment, pledge or other hypothecation in any manner. Upon the occurrence of a Distribution Event (as defined in the Plans) the distributions from the Plan to the participant with respect to such shares will be made in an in-kind distribution pursuant to the terms of the Plan.

c. The Diversified Account shall not at any time be deemed to purchase or invest in any shares of TCF Stock, but shall be deemed to invest in such investments as the participant directs and as the Committee permits from time to time.

d. Any new Deferred Amounts for a participant after the Effective Date shall be allocated to either the participant’s TCF Stock Account or to such participant’s Diversified Account, as the participant shall direct in an irrevocable election filed before the beginning of each calendar year and applicable throughout the calendar year. The Deferred Amounts shall be credited to the applicable sub-Account as of the same date that they are otherwise credited to the participant’s Account under Section 3.a. of the Plan.

e. Dividends deemed to have been generated by a participant’s TCF Stock Account and which are deferred shall be deemed to have been reinvested in the TCF Stock Account, or in the Diversified Account, as the participant directs in an irrevocable election filed before the beginning of each calendar year and applicable throughout the calendar year. Any interest or dividends deemed to have been generated by a participant’s Diversified Account shall be deemed to have been reinvested in the Diversified Account, or in the participant’s TCF Stock Account, as the participant directs

in an irrevocable election filed before the beginning of each calendar year and applicable throughout the calendar year, unless management determines that the deemed reinvestment of interest and dividends within or from the Diversified Account is not administratively feasible. If the participant does not file an election with respect to the investment of interest and/or dividends, all interest and dividends shall be deemed to have been reinvested in the asset that generated them.

f. Notwithstanding the election provisions of Sections 1.d. and 1.e., any participant may make a one-time only investment election for the fourth quarter of 1998 with respect to new Deferred Amounts and dividends and interest generated during that calendar quarter, provided that the election is filed prior to the beginning of the calendar quarter, is irrevocable and applies to the entire calendar quarter.

APPENDIX A RE: IRS NOTICE 2000-56

Notwithstanding anything to the contrary in the Plan or Trust, effective on and after May 16, 2001, TCF Financial stock or other assets contributed to the Trust by TCF Financial or any other Company for the benefit of employees or service providers of TCF Financial or such Company are subject to the claims of creditors (in the event of insolvency) of both TCF Financial and such Company. In addition, such stock and assets are subject to the claims of creditors (in the event of insolvency) of any Company from which benefits are due to a participant or beneficiary under the terms of the Plan. Nothing in this Appendix, however, shall relieve any Company of its obligation to pay any benefits due from the Company to a participant or beneficiary under the terms of the Plan.

Notwithstanding anything to the contrary in the Plan or Trust, effective on and after May 16, 2001, any TCF Financial stock or other assets not transferred to a Company’s employees or their beneficiaries will revert to TCF Financial upon termination of the Trust.

APPENDIX B

DISTRIBUTION PROCEDURES

(10/03/01)

Covered Plans . These Procedures have been adopted as Appendices to the following plans: Executive, Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental Employees Retirement Plan (“SERP”) - 401-k Plan Portion.

Timing of Distribution (Lump Sum vs. Installment) . As elected by the Employee at the time of joining the Plan. Superseding elections may be made at any time up to one year prior to distribution.

• Lump Sum - 30 days after “distribution event” (usually, termination of employment).

• Installments - First installment is 30 days after distribution event. Subsequent installments on February 15th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.

Form of Distribution - Stock or Cash

If Your Account is 100% TCF Stock.	If Your Account Contains both TCF Stock and Diversified Account.	If your Account is 100% Diversified Account.

The distribution will be settled entirely in whole shares of TCF Stock (plus cash for any fractional share).	Automatic Method – Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock portion will be made in whole shares of TCF Stock (with cash for any fractional share). Diversified Account portion will be paid in cash equal to its value on February 15th.	Automatic Method – Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account then pro rata from the deemed investments in your Diversified Account. The distribution will be paid in cash equal to the value on February 15th of the deemed investments from which it was deducted.

	Alternative Elections: 1. You may direct the deemed sale of non-TCF stock assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution	Alternative Elections: 1. You may direct the deemed sale of assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from one

		will come from the Diversified Account).		particular investment in the Diversified Account).

		Election Deadline: December 31 of the previous year.		Election Deadline: December 31 of the previous year.

Tax Withholding

Automatic Method of Withholding – Net Pro rata Against the Distribution:

The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15th.

Alternative Election – Pay by Check : You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you.

Alternative Election – Specify Netting : You may elect to net the withholding against the distribution on some basis other than pro rata.(Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.)

Election Deadline – December 31 of the previous year.

• Distributions will be sent by US. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.

• These procedures are subject to interpretation and application by the Company, whose interpretation is final.

Exhibit 10(d)

THIRD AMENDMENT

TRUST AGREEMENT FOR

TCF FINANCIAL EXECUTIVE DEFERRED COMPENSATION

PLAN

THIS AGREEMENT is made this 30th day of June, 2003 by and between TCF Financial Corporation, a Delaware corporation, (“TCF Financial”) and The First National Bank in Sioux Falls (the “Trustee”).

WITNESSETH :

WHEREAS , TCF Financial and the Trustee have heretofore entered into a trust agreement, dated as of October 1, 2000, (the “Agreement”) creating the Trust for TCF Financial Executive Deferred Compensation Plan, which Agreement, as amended, is now in full force and effect;

WHEREAS , TCF Financial has reserved the power to amend the Agreement pursuant to Section 9.1 thereof; and

WHEREAS , TCF Financial and the Trustee wish to amend the Agreement in certain respects;

NOW, THEREFORE , the parties agree that the Agreement is hereby amended as follows:

1. FUNDING OBLIGATION. Effective January 1, 2003, Section 2.1 of the Agreement is amended to read in full as follows:

Section 2.1 . From time to time the Companies shall make contributions of cash, TCF Financial common stock, and such other property as may be acceptable to the Trustee.

(a) Each contribution shall be accompanied by either (i) a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant pursuant to Section 4, the account to which such contribution will be credited, or (ii) a statement that the contribution is not designated for any participant’s account, but instead is to be applied to the payment of future Trust expenses.

(b) The amounts contributed with respect to each Plan participant shall be such amounts as are necessary to keep the accounts for such Plan participant sufficient at all times to pay in full all benefits payable with respect to such Plan participant.

(c) In addition, within ten (10) business days following the occurrence of a Change in Control, the Companies shall contribute an amount equal to 300% of the aggregate expenses incurred by the Companies and the Trustee in administering the Plan and the Trust during the last full calendar year immediately preceding the occurrence of the Change in Control. This contribution will not be designated for any participant’s account, but will instead be applied to the payment of future trust expenses. If the aggregate expenses that were incurred by

the Companies and the Trustee in administering the Plan and the Trust during the last full calendar year immediately preceding the occurrence of the Change in Control cannot be determined with reasonable certainty prior to the date on which this contribution is due, the amount of the contribution shall be $150,000.

The Trustee shall be under no obligation to collect any such contributions, and all responsibility for determining the amount, timing, and types of contributions made to the Trustee shall be upon the Companies or their designees.

2. DETERMINATION OF INSOLVENCY. Effective January 1, 2003, Section 2.3 of the Agreement is amended to read in full as follows:

No portion of the Trust Fund shall be diverted to or used for any purpose other than the payment of benefits pursuant to the Plan, or for the payment of expenses of administering the Plan and the Trust, or for the payment of expenses incurred in the making and administering of Trust investments pursuant to Sections 4 and 5, until such time as the Companies’ obligations to make payments pursuant to the Plan have been fully discharged; provided, and notwithstanding anything in this Agreement to the contrary, at all times during the continuance of this Trust, the principal and income of the Trust Fund shall be subject to the claims of the general creditors of the Companies. At any time that the Trustee has actual knowledge, or has determined, that a Company is “Insolvent,” it shall deliver any undistributed principal and income to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and the Chief Executive Officer of each Company shall have the duty to inform the Trustee of that Company’s Insolvency. If a Company or any person claiming to be a creditor of a Company alleges in writing to the Trustee that such Company has become Insolvent, and if the Trustee determines such allegation is made in good faith and upon reasonable grounds, the Trustee shall immediately suspend payments from the accounts established for participants and shall hold all assets of such accounts subject to claims of such Company’s creditors. The Trustee shall then request, within 10 days, from such Company sufficient information to determine if the Company is Insolvent. If the Company shall fail or refuse to supply sufficient information from which the Trustee may determine if the Company is Insolvent within 30 days of the Trustee’s request, the Trustee shall promptly request such information from the party which alleged that the Company is Insolvent. If, on the basis of the information so provided, the Trustee determines that the Company is not Insolvent, it shall immediately resume payments from the accounts established for participants, together with payment of any amounts held back by the Trustee while making a determination as to Insolvency. If the Trustee determines that the Company is Insolvent, or if it has not received sufficient information to make a determination as to the Company’s solvency, it shall resume such payments (and make such payment for amounts withheld pending the Trustee’s determination) only after the Trustee has determined that the Company is not Insolvent or is no longer Insolvent. Unless the Trustee has actual knowledge of a Company’s Insolvency or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, it shall have no duty to inquire whether any Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Companies’ solvency as may be furnished to the Trustee which will give it a reasonable basis for making a determination concerning the Companies’ solvency, and nothing in this Agreement shall in any way diminish any right of the Plan’s participants or their beneficiaries to pursue

their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. A Company shall be considered “Insolvent” for the purposes of this Agreement if it is unable to pay its debts as they mature, or if it is a party as a debtor to a proceeding pending under the U.S. Bankruptcy Code or under any other applicable state or federal bankruptcy law.

3. PAYMENT OF BENEFITS. Effective January 1, 2003, Section 3.1 of the Agreement is amended to read in full as follows:

Section 3.1 .

The committee appointed to administer the Plan (the “Committee”) shall provide the Trustee with complete instructions regarding the form and time of payment of each account maintained under this Agreement for each Plan participant as soon as administratively feasible after a contribution is first credited to that account. If a participant’s payment instructions with respect to an account change, the Committee shall provide the Trustee with revised instructions as soon as administratively feasible after any such change. Any such revised instructions that are not immediately effective shall indicate the date on which they become effective.

If payment of a participant’s account has not already commenced and the Trustee (i) has actual knowledge of the occurrence of an event that requires payment of the account to commence (a “payment event”), (ii) is notified by the Committee that a payment event has occurred, (iii) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5(j) of the Plan, or (iv) in the case of a participant’s termination of employment, is notified in writing by the participant that the participant’s termination of employment has occurred, the Trustee shall commence payment of the participant’s account in accordance with the most recent applicable payment instruction unless payment must be suspended due to a Company’s Insolvency as otherwise provided in this Agreement. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Trustee shall request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a Change in Control has occurred, the Trustee shall commence payment of accounts (that are not payable earlier) in the manner required upon the occurrence of a Change in Control.

Payments made by the Trustee from an account established for a participant shall be debited against such account and shall cease when the balance credited to the account has been reduced to zero or if earlier, when the Trustee determines, based upon its review of the records of the Plan, that payment of any additional amounts from the participant’s account will result in the payment of benefits in excess of those required under the Plan. The Trustee shall have no obligation to perform such a review and consider such a determination until after (i) the Committee notifies the Trustee and the participant (or, if the participant has died, the participant’s beneficiary) of the potential excess payment, (ii) the Trustee has been provided with all Plan records that may be reasonably required by the Trustee to make its determination, and (iii) the participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee

shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

The Trustee shall be held harmless and shall not be liable for its acts with respect to distributions from the Trust Fund if it has acted in good faith in accordance with the most recent payment instructions provided by the Committee and the provisions of this Section 3.1.

4. PAYMENT OF EXPENSES. Effective January 1, 2003, Section 3.2 of the Agreement is amended to read in full as follows:

Section 3.2 . The Companies shall pay: (a) all broker fees and other expenses incurred in connection with the sale or purchase of investments; (b) all personal property taxes, income taxes, and other taxes of any kind at any time levied and assessed under any present or future law upon, or with respect to, the Trust Fund or any property included in the Trust Fund (other than income tax amounts that are reasonably required to be withheld from payments by the Trust to participants and beneficiaries); and (c) the Trustee’s own compensation and all other reasonable expenses of administering the Plan and Trust; provided, however, that payment of legal and/or professional fees reasonably incurred by the Trustee and/or the Trust in making determinations regarding Insolvency pursuant to Section 2.3 of this Agreement shall be made only if TCF Financial is notified in advance of the Trustee’s retention of legal counsel and TCF Financial or the Committee consents to such retention, which consent shall not be unreasonably withheld. Amounts due and payable to the Trustee that remain unpaid more than thirty days after the Trustee gives TCF Financial notice of such amounts shall incur interest at the highest rate of interest assessable by the Trustee for overdue payments of any kind from any other customer. In the event the Trustee files suit to collect amounts due and unpaid under this Section 3.2, the Companies shall reimburse the Trustee for the full amount of the Trustee’s reasonable costs and attorneys’ fees incurred in connection with the initiation, maintenance and resolution of such suit. In any dispute regarding amounts payable to the Trustee by the Companies pursuant to this Section 3.2, the Companies shall have no right to any reduction in the amounts payable to the Trustee based on the Trustee’s performance of its duties under the Agreement (or any alleged failure to perform those duties), unless the Trustee’s actions are shown by the Companies to have been arbitrary and capricious. Trust assets that are attributable to contributions designated for the payment of plan expenses may be used to pay the amounts payable pursuant to this Section 3.2. None of the amounts payable pursuant to this Section 3.2 shall be payable from Trust assets that have been designated for a participant’s account unless and until the Trustee has exhausted all of its other legal and equitable remedies. In that event all such remedies are exhausted, expenses shall be charged to the Trust Fund without allocation among the accounts established pursuant to Section 4, unless an expense is directly attributable to one or more accounts, in which case such expense shall be charged directly to such accounts. The Trustee may dispose of Trust investments, if necessary, to provide cash assets for the payment of expenses. The Trustee shall not delay or withhold payment to any participant or beneficiary on account of any dispute regarding payments due under this Section 3.2.

5. TAX WITHHOLDING. Effective January 1, 2003, Section 3.3 of the Agreement is amended to read in full as follows:

Section 3.3 . The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to payments from the Trust Fund, and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Companies.

6. DELIVERY OF DISTRIBUTIONS. Effective January 1, 2003, Section 3.4 of the Agreement is amended to read in full as follows:

Section 3.4. Distributions pursuant to Section 3.1 shall be deemed to have been sufficiently made if they are sent by first class mail to the participant or beneficiary at the address last provided to the Trustee by the Committee, the participant or the beneficiary. If any such distribution is returned to the Trustee unclaimed, the Trustee shall notify the Committee and shall not make any further distributions to such payee until a current address for such payee is determined. If the payee cannot be located within twelve months after the Trustee’s notice to the Committee is given, the Trustee shall solicit payment directions from the Committee.

7. INVESTMENT OF TRUST ASSETS. Effective January 1, 2003, Section 4.1 of the Agreement is amended to read in full as follows:

Section 4.1 .

a. Except as otherwise specifically provided herein, and subject to such investment guidelines as may be adopted by the Committee and delivered to the Trustee, the Trustee may invest, reinvest, and hold the assets of the Trust in whatever form of investment the Trustee may see fit. The Trustee shall not be restricted to those investments which are authorized by the laws of any state for the investment of trust funds. In addition, the Trustee may, for reasonable periods of time, hold any part or all of the Trust Fund uninvested or in cash without liability for interest thereon, pending the investment of such funds or the payment of costs, expenses, or benefits payable under the Plan in the banking department of any corporate Trustee serving hereunder or of any other bank, trust company, or other financial institution, including those affiliated in ownership.

b. The Committee may from time to time direct the Trustee in the investment, reinvestment, or disposition of the assets of the Trust. The Trustee will follow such directions and will have no duty to question or make inquiries as to any investment direction of the Committee given as provided herein; provided, that the Trustee shall invest, reinvest, and hold any assets of the Trust with respect to which it has not received investment directions in its discretion as provided in paragraph a.

c. The Trustee shall not be liable for any action taken or omitted by it pursuant to such written directions of the Committee.

8. CONTRIBUTIONS. Effective January 1, 2003, the penultimate sentence of Section 4.2 of the Agreement is amended to read in full as follows:

All contributions received by the Trustee on behalf of a participant, and all dividends or distributions made with respect to property allocated to such participant’s account, shall be credited to such account.

9. SUBJECT TO CLAIMS OF CREDITORS. Effective January 1, 2003, Section 4.3 of the Agreement is amended to read in full as follows:

Section 4.3 . Notwithstanding the foregoing, the rights of each Plan participant to the amounts credited to his account shall be subject to the claims of the Companies’ general creditors.

10. BORROWING. Effective January 1, 2003, Section 4.4 of the Agreement is deleted without being replaced.

11. BORROWING. Effective January 1, 2003, paragraph f of Section 5.1 of the Agreement is amended to read in full as follows:

f. At the direction of the Committee, to borrow money from any person and to pledge assets of the Trust Fund as security for repayment of any such loan.

12. DIRECTIONS. Effective January 1, 2003, the last sentence of paragraph h of Section 5.1 of the Agreement is deleted without being replaced.

13. DIRECTIONS. Effective January 1, 2003, paragraph c of Section 7.1 of the Agreement is amended to read in full as follows:

c. Any notice, direction, certification, or other writing, given by a Plan participant pursuant to this Agreement which is believed by the Trustee to be genuine and to have been sent by such participant.

14. INDEMNIFICATION. Effective January 1, 2003, the second sentence of Section 7.2 of the Agreement is amended to read in full as follows:

The Trustee shall be held harmless and shall be fully indemnified by TCF Financial, its successors and assigns from any liability, including reasonable legal and professional services expenses, for any actions directed pursuant to this Agreement by TCF Financial, the Committee, or any Plan participant or beneficiary.

15. APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January 1, 2003, Sections 8.1 and 8.2 of the Agreement shall be amended to read in full as follows:

Section 8.1 . The Trustee acting hereunder shall be one or more qualified corporations appointed by TCF Financial to serve in such capacity. The number of Trustees shall not be increased or decreased except with the written consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). Upon any determination to increase the number of Trustees, or upon the removal or resignation of any Trustee, the vacancy or vacancies so created shall be filled by such qualified corporations as may be appointed by the Board of Directors of TCF Financial and approved in writing by at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). If the Board of Directors of TCF Financial fails to make such an appointment or the appointed corporation fails to receive the required written consent, and if there is no other Trustee then acting, a successor Trustee or Trustees shall

be appointed by a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed and delivery of a signed copy of such acceptance to the Trustee then in office.

Section 8.2. The Trustee, and any successor to any Trustee, may be removed by the Board of Directors of TCF Financial at any time upon the receipt by the Board of Directors of TCF Financial of the consent of at least two-thirds of the aggregate of (i) the Plan’s participants who are active employees, (ii) the participants who are former employees but who are entitled to benefits under the Plan and (iii) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal and upon the giving of 30 days’ prior written notice to such Trustee and to any other Trustee then acting. Such removal shall be effective on the date specified in such written notice; provided, that notice shall theretofore have been given to the Trustee of the appointment of a successor Trustee or Trustees in the manner hereinafter set forth.

16. AMENDMENT OF TRUST. Effective January 1, 2003, Section 9.1 of the Agreement is amended to read in full as follows:

Section 9.1. This Agreement may be amended at any time and from time to time upon the approval of the Board of Directors of TCF Financial; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. (If a single participant has multiple beneficiaries, all of such beneficiaries shall be deemed to have consented if a majority of such beneficiaries consent, and none of such beneficiaries shall be deemed to have consented if less than a majority of such beneficiaries consent.) In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Trust assets credited to the accounts of the consenting participants and beneficiaries shall be transferred to a separate trust established pursuant to an agreement that is identical to this Agreement in all respects except that it may include the proposed amendment.

17. TERMINATION OF TRUST. Effective January 1, 2003, Section 9.2 of the Agreement is amended to read in full as follows:

Section 9.2 . The Trust shall not be terminated until such time as all of the Companies’ obligations to make distributions pursuant to the Plan have been fully discharged unless all of the participants and beneficiaries who are entitled to benefits under the Plan consent in writing to an earlier termination. (If a single participant has multiple beneficiaries, all of such beneficiaries shall be deemed to have consented if a majority of such beneficiaries consent, and none of such beneficiaries shall be deemed to have consented if less than a majority of such beneficiaries consent.) If all of such participants and beneficiaries do not consent to an early termination, the Trust shall terminate only with respect to the consenting participants and beneficiaries but shall continue in effect with respect to the nonconsenting participants and beneficiaries. Upon a termination or partial termination of the Trust, the Trust assets, if any, that remain in the accounts established for the consenting participants and beneficiaries shall be paid or distributed to TCF Financial or its successors in interest.

* * * * *

IN WITNESS WHEREOF , TCF Financial and the Trustee have executed this instrument as of the date first written above.

TCF FINANCIAL CORPORATION

By:

/s/Gregory J. Pulles

Title:

Vice Chairman, General Counsel and

Secretary

[NO SEAL]

Attest:

By:

/s/ Diane O. Stockman

As its:

General Counsel for Corporate Affairs

THE FIRST NATIONAL BANK IN
SIOUX FALLS

By:

/s/ Dick J. Corcoran

Title:

Executive Vice President

[NO SEAL]

Attest:

By:

/s/ Tom Mark

As its:

Vice President and Trust Officer

Exhibit 10(j)

SECRETARIAL CERTIFICATION
OF THE
COMPENSATION/NOMINATING/CORPORATE GOVERNANCE
COMMITTEE
TCF FINANCIAL CORPORATION
May 16, 2003

*****************************************************************

Following discussion, and upon motion duly made, seconded and carried, the following resolutions were adopted:

WHEREAS, the Supplemental Employee Retirement Plan (“SERP”), in addition to other benefits, provides supplemental benefits related to the TCF Pension Plan as it existed prior to its amendment to the TCF Cash Balance Pension Plan on September 1, 1990 (the “Prior Pension Plan”); and

WHEREAS, there are only four remaining employees in the prior Pension Plan SERP whose benefits are “frozen” at a fixed amount and this Committee wishes to terminate the Prior Pension Plan SERP and pay out its benefit in order to save ongoing administrative expenses;

NOW, THEREFORE, BE IT HEREBY

RESOLVED, that Section IV(a) of the SERP is hereby deleted in its entirety and replaced with the following effective as of May 30, 2003:

(a) The supplemental pension benefit provided under this section relative to the TCF Pension Plan was terminated effective as of May 30, 2003, and all then-remaining accrued benefits under the supplemental pension benefit were paid out to participants in a lump sum no later than June 30, 2003.

FURTHER RESOLVED, that management is authorized and directed to proceed to implement these Resolutions, including to execute documents on behalf of the Company, such as management deems necessary or appropriate.

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 meeting of the Compensation/Nominating/ Corporate Governance Committee of the TCF Financial Corporation Board of Directors held on May 16, 2003 and that the minutes have not been modified or rescinded as of the date hereof.

	/s/ Gregory J. Pulles
	Gregory J. Pulles

(Corporate Seal)


Dated: July 2, 2003

Exhibit 10(l)

05/06/03

TCF FINANCIAL CORPORATION

TCF FINANCIAL SENIOR OFFICER DEFERRED COMPENSATION PLAN

(Amended and Restated effective as of June 1, 2003)

Table of Contents

		Page
1.	Deferral of Incentive Compensation, Salaries and Stock Awards.	1

2.	Committee.	2

3.	Deferred Compensation Accounts.	2

4.	Trust.	4

5.	Payment of Deferred Amounts.	5

6.	Emergency Payments.	11

7.	Method of Payments.	11

8.	Claims Procedures.	13

9.	Miscellaneous.	13

10.	Investment Elections by Employees; Deferred TCF Stock Awards.	14

11.	Termination or Amendment.	16

EXHIBIT A		17

APPENDIX A RE: IRS NOTICE 2000-56		19

APPENDIX B DISTRIBUTION PROCEDURES		20

APPENDIX C Rules and Procedures Governing Elections to Receive Current Payment of Dividends On TCF Stock		22

TCF FINANCIAL SENIOR OFFICERS DEFERRED COMPENSATION PLAN

(Amended and Restated effective as of June 1, 2003)

1. Deferral of Incentive Compensation, Salaries and Stock Awards.

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, all or a portion of their incentive compensation payable for the next succeeding calendar year, and/or all or a portion of a stock award of TCF Financial Common Stock (“TCF Stock”) deferred as hereinafter provided. Each such deferral of compensation or a TCF Stock award 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 contributions from the TCF Employees Stock Ownership Plan pursuant to the financial hardship withdrawal provisions of such plan.

d. Employees eligible to participate in this Plan are Employees of a Company who hold the office of Senior Vice President of TCF Financial Corporation or TCF National Bank Minnesota or President or Executive Vice President of an insured institution subsidiary of TCF Financial or President of a direct or indirect subsidiary of TCF Financial. Effective on and after February 9, 1995, employees of Great Lakes National Bank Michigan (“Great Lakes”) are eligible for this plan if they hold the officer position of Senior Vice President or above and are selected for eligibility in the plan by the Chairman and President of Great Lakes. Effective upon the merger of bank charters in the year 2000, any Senior Vice President of TCF National Bank is an eligible employee. Effective on and after November 1, 1998, Employees of a Company who hold the office of General Counsel of an insured institution subsidiary of TCF Financial or of a finance company subsidiary, direct or indirect, of TCF Financial are also eligible to participate in this Plan. Notwithstanding the foregoing, an employee who is eligible to participate in the TCF Financial Executive Deferred Compensation Plan or the Winthrop Resources Corporation Deferred Compensation Plan shall not be eligible to participate in this Plan. 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.

3. Deferred Compensation Accounts . Each Company shall establish on its books a separate account (“Account”), including sub-accounts pursuant to Exhibit A hereto and Section 10 hereof, for each of its Employees who becomes a participant in this Plan, and each such Account shall be maintained as follows:

b. Within 30 days after the date on which 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, except that Deferred Amounts pertaining to TCF Stock awards shall always be deemed to be invested in TCF Stock unless they are deemed to have been sold pursuant to a Change in Control Diversification Election. Any investment direction by an Employee shall be consistent with Section 10 and Exhibit A and shall be irrevocable with respect to the calendar year to which it applies, unless the Committee allows additional elections. 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, except if an Employee has elected not to defer dividends. 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 more 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. Starting with Deferred Amounts elected for the year 2000 and after Accounts for each Employee shall be separately maintained on a calendar year basis, with each year’s account (the “Class Year Account”) reflecting only the Deferred Amounts of compensation earned in that year and the investments in which the Deferred Amounts are deemed to be invested. All Deferred Amounts elected before the year 2000, including deferrals of TCF Stock awards made before that date, and the investments in which they are deemed to be invested from time to time, shall be aggregated and maintained as a “Pre-2000 Account.”

d. Sub-accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

e. Notwithstanding the provisions of Exhibit A and Section 10, in the event of a Change in Control in which TCF Stock is exchanged for shares of a successor company, or for cash, securities or other property, such that TCF Stock is no longer outstanding, each Employee may make a one-time diversification election prior to the closing of the Change in Control to have the assets then deemed to be held in the Employee’s TCF Stock Account deemed to have been sold in an orderly liquidation after the closing and the proceeds deemed to have been reinvested in such investments as the Employee shall elect. If the Employee does not make such a diversification election, the shares of TCF Stock that were deemed to have been allocated to the Employee’s account upon the closing shall be deemed to have been exchanged for the same consideration in the Change in Control as shares of TCF Stock generally receive in the Change in Control. Any portion of such consideration consisting of securities of a successor company will be allocated to the TCF Stock Account and thereafter will be subject to the same restrictions on deemed sales as applied to TCF Stock prior to the Change in Control. Any portion of such consideration consisting of assets other than securities of a successor company will be allocated to the Employee’s Diversified Account.

g. Sub-Accounts shall be maintained as provided in Exhibit A hereto and in Section 10 hereof.

4. Trust . TCF Financial has established a trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of Deferred Amounts. The trust provides for separate accounts in the name of each Employee who has elected a Deferred Amount. Each Company shall contribute to the trust such amounts as are necessary to keep the separate accounts maintained for that Company’s Employees sufficient at all times to pay in full all benefits payable under the Plan with respect to such Company’s Employees, including, without limitation, any liquidated damages payable to such Company’s Employees pursuant to Section 9.f. In addition:

account for the payment of Plan expenses. If the aggregate expenses that were incurred by the Companies and the Trustee in administering the Plan and the trust during the last full calendar year immediately preceding the occurrence of the Change in Control cannot be determined with reasonable certainty prior to the date on which this contribution is due, the amount of the contribution shall be $150,000.

5. Payment of Deferred Amounts .

(I) Upon a Date Certain . As to Deferred Amounts other than TCF Stock awards, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence on a date in a year designated by the Employee (“Date Certain”) either before or after employment termination but in no event sooner than two calendar years after the calendar year when the Deferred Amount was earned, subject to the Committee’s designation of a uniform month and day for each year. For all Deferred Amounts, the Employee may designate the distribution to be either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid on or to commence on such Date Certain. Any distribution in annual installments shall commence 30 days after the Date Certain with succeeding installments paid thereafter on the date designated by the Committee in each subsequent year. Each installment shall consist of the balance of the Employee’s account at the end of the previous calendar year, multiplied by a fraction, the numerator of which is 1 and the denominator of which is the number of installments remaining to be paid. Distributions of amounts credited to the Employee’s TCF Stock account shall be made in whole shares of TCF Stock (disregarding any shares in suspense or unvested as of the end of the calendar year). Distributions of amounts credited to the Employee’s Diversified Account shall be made in cash. Distributions shall be charged first to any available cash that is deemed to be held in the Employee’s Account and, to the extent such cash is not sufficient to cover the distribution, pro rata to the TCF Stock Account and the Diversified Account (by liquidating pro rata portions of each deemed investment in the Diversified Account).

(II) Upon Disability . The Employee may designate an alternative distribution in the event of Disability, as defined in this Plan, in the form of either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence 30 days after such Disability occurs. The determination of payments and installments, including the distribution of only whole shares of TCF Stock with respect to amounts credited to the TCF Stock account, shall be the same as under the preceding paragraph (I).

(III) Upon Other Termination of Employment, Including Retirement and Death . The Employee may designate an alternative distribution in the event of a termination of employment, including retirement, in the form of either a lump sum or annual installments (but no fewer than two and no more than 15) to be paid or to commence 30 days after such termination of employment occurs. The determination of payments and installments, including the distribution of only whole shares of TCF Stock with respect to amounts credited to the TCF Stock account, shall be the same as under the preceding paragraph (I).

b. Pre-2000 Account . Not later than 30 days after an Employee’s “Distribution Event” (as defined herein), the Trustee shall commence distribution of the amounts credited to such Employee’s Pre-2000 Account. Notwithstanding the foregoing sentence, if an Employee’s distribution requires Committee action then the commencement of distributions shall occur not later than 30 days after such Committee action or, if later, after the Employee’s Distribution Event. Provided, that the Committee shall take any action required of it no later than its next regularly scheduled meeting after the Employee’s Distribution Event. An Employee’s “Distribution Event” is the first to occur of the following: (i) termination of employment; (ii) disability or (iii) the date one year after a Change in Control (as defined herein). Commencing within such 30 day period, the balance credited to the Employee’s Account shall be paid as follows.

approves under this Section 5.b. 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. For distributions from the Accounts of Employees who did not consent to the terms of this Section 5.b., the balance in the Account shall be paid as provided at the end of this section.

(II) Each payment shall be made in cash or in kind as the Committee, in its discretion, shall determine except that distributions of amounts credited to an Employee’s TCF Stock Account shall be distributed in the form of TCF Stock. If the Committee makes no instruction, distributions of amounts credited to an Employee’s Account that are deemed to be invested in assets other than TCF Stock shall be distributed in the form of cash. Annual installments are intended to be substantially equal in value. To that end, each annual distribution shall be determined as follows. The amount credited to Employee’s Account, as reported on the latest available account statement, shall be 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. The value of any portion of the account distributed in cash shall be equal to the cash that would have been received if the assets in which the Account was deemed to have been invested had been liquidated on the latest practicable date prior to the distribution date.

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.

Pre-2000 Account: Lump Sum Payment . For an Employee’s Pre-2000 Account, distributions to Employees who did not consent to the foregoing terms of Section 5.b. at the time such provisions were added to the Plan in 1996, shall occur on or about the 30th day after the Employee’s Distribution Event. Distribution shall consist of a single lump sum equal to the total value of the Employee’s Pre-2000 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. However, the Committee shall reduce the number of the installments if necessary to provide for annual payments of at least $15,000. In addition, 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 that is deemed to be invested in TCF Stock shall be distributed in the form of whole shares of TCF Stock. The value of any portion of the account distributed in cash shall be equal to the cash that would have been received if the assets in which such portion of the Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date.

c. Overriding Lump Sum Distribution in Exchange for Non-Competition Covenant or Reduction in Account Balance . Effective on and after September 30, 1998, each Employee who so elects in accordance with this paragraph c. and who has had a Distribution Event shall be entitled to elect to receive a lump sum form of distribution of either the Pre-2000 Account or any Class Year Account. A lump sum distribution shall consist of a single distribution of the entire value of the Employee’s Pre-2000 or Class Year Account (unless the Employee elects to apply the election to only the portion of the Account that is deemed to be invested in TCF Stock or to only the portion of the Account that is deemed to be invested in assets other than TCF Stock) on or about 30 days after the later of the Employee’s Distribution Event or the date on which the Employee’s election is filed with TCF Financial. The distribution shall be in the form of cash, except that any portion of the Employee’s Account that is deemed to be invested in TCF Stock shall be distributed in the form of whole shares of TCF Stock. The value of any portion of the Account distributed in cash shall be equal to the cash that would have been received if the assets in which such portion of the Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date. An Employee’s election under this paragraph c. may occur at any time prior to or after the commencement of distributions to such Employee. If distributions have already commenced, such election shall apply only to the balance of the Employee’s Account at the time of the election. The election shall be made on such form as TCF Financial reasonably requires and shall be accompanied by whichever of the following the Employee elects to provide: (a) a noncompetition agreement having a value as of the Committee’s action date, equal to at least 10% of the then-current value of the Employee’s Account; (b) the Employee’s written acceptance of a reduction by 5% in the Employee’s Account; or (c) the Employee’s written acceptance of a reduction by less than 10% in the Employee’s Account and a non-competition agreement having a value as of the Committee’s action date equal to at least the difference between 10% of the then-

current value of the Employee’s Account and the reduction accepted in writing by the Employee.

d. Change in Control Distribution . In the event of a Change in Control (as defined in this Plan) all Pre-2000 Accounts in the Plan will be distributed to all Employees. If the Employee’s Pre-2000 Account is subject to Section 5.b., distribution will be in the form required by Section 5.b. If the Employee elects to have Section 5.c. apply to the Pre-2000 Account, however, then distribution will be in the form of a lump sum. Any election to apply Section 5.c. to an Account in connection with a Change in Control shall meet the requirements of Section 5.c. The first payment, or the lump sum payment, whichever applies, of a Pre-2000 Account shall occur on or about 30 days after the earlier of (i) the date one year after the Change in Control, or (ii) the date of the Employee’s termination of employment or disability. Any shares of TCF Stock (or securities of a successor company exchanged for TCF Stock) that are deemed to be held in the TCF Stock Account shall be distributed in the form of investment in which they are then deemed to be held. The value of any distribution from the Diversified Account distributed in cash shall be equal to the cash that would have been received if the assets in which the Diversified Account was deemed to be invested had been liquidated by the Trustee on the latest practicable date prior to the distribution date. Notwithstanding anything in this Section 5.d. to the contrary, if at least twelve months prior to the earlier of: (A) the date on which a Change in Control occurs; or (B) the date on which a definitive agreement pursuant to which a Change in Control occurs is signed by all parties, an Employee files a written election with the Committee to have his or her Pre-2000 Account in the Plan distributed on a Date Certain in accordance with rules substantially similar to those described in Section 5.a.(I) or upon termination of employment in accordance with rules substantially similar to those described in Section 5.a.(III), the Employee’s Pre-2000 Account shall be distributed in accordance with the Employee’s last timely written election to that effect and not in accordance with the default rules of this Section 5.d. Notwithstanding anything in this Section 5.d. to the contrary, if at least twelve months prior to a Change in Control an Employee files a written election with the Committee to have his or her Pre-2000 Account in the Plan distributed on a Date Certain in accordance with rules substantially similar to those described in Section 5.a.(I) or upon termination of employment in accordance with rules substantially similar to those described in Section 5.a(III), the Employee’s Pre-2000 Account shall be distributed in accordance with the Employee’s last timely written election to that effect and not in accordance with the default rules of this Section 5.d. In the event of a Change in Control, all Class Year Accounts of an Employee shall be distributed to the Employee if he or she so elected, at the time and in the manner elected under Section 5.a. at the time the Class Year Account was deferred. If the Employee subsequently elects to have Section 5.c. apply to the Class Year Account, however, then distribution shall be in the form of a lump sum.

f. 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.

h. For purposes of this section, an Employee’s termination of employment is a retirement if so determined by the Committee under all the facts and circumstances.

j. For purposes of this Plan, a Change in Control shall be deemed to have occurred if (i) any “person” as defined in Sections 13.d. and 14.d. of the Securities Exchange Act of 1934 (the “Exchange Act”) is or becomes the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of TCF Financial representing fifty percent (50%) or more of the combined voting power of TCF Financial’s then outstanding securities (for purposes of this clause (i), the term “beneficial owner” does not include any employee benefit plan maintained by TCF Financial that invests in TCF Financial’s voting securities); or (ii) during any period of two (2) consecutive years there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board or new directors whose nomination for election by the company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of TCF Financial approve a merger or consolidation of TCF Financial with any other corporation, other than a merger or consolidation which would result in the voting securities of TCF Financial outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of TCF Financial or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of TCF Financial approve a plan of complete liquidation of TCF Financial or an agreement for the sale or disposition by TCF Financial of all or substantially all TCF Financial’s assets; provided, however, that no Change in Control will be deemed to have occurred if such merger, consolidation, sale or disposition of assets, or liquidation is not subsequently consummated. The date of a Change in Control, for purposes of this Plan, is the date on which the Change in Control is consummated.

that part or all of a separate account that has been established for the Employee under a trust described in Section 4, 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 Section 5.k. 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 Section 5 hereof and pay all or a part of such amounts without regard to the payment dates provided in Section 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 Section 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 Section 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 .

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.

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 Company(ies) by which the Eligible Employee was employed, except to the extent that such payments are made out of the trust described in Section 4.

f. Payments made by the Trustee from an account established for a participant shall be debited against such account and shall cease when the balance

credited to the account has been reduced to zero or if earlier, when the Trustee determines, based upon its review of the records of the Plan, that payment of any additional amounts from the participant’s account will result in the payment of benefits in excess of those required under the Plan. The Trustee shall have no obligation to perform such a review and consider such a determination until after (i) the Committee notifies the Trustee and the participant (or, if the participant has died, the participant’s beneficiary) of the potential excess payment, (ii) the Trustee has been provided with all Plan records that may be reasonably required by the Trustee to make its determination, and (iii) the participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

8. Claims Procedures .

9. Miscellaneous .

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.

f. Amounts that are paid more than 30 days after the later of the date on which they are due according to the terms of this Plan or the date on which a written claim for such amounts is received by the Committee shall incur interest at the rate of fifteen percent per annum (eighteen percent per annum if the payment occurs after a Change in Control) from date as of which payment was due. In addition, if all or any portion of the distribution is payable in the form of TCF Financial stock, and the value of such stock at the time of distribution is less than its value on the the date as of which payment was due, the payee shall be entitled to liquidated damages equal to 100% (120% if the payment occurs after a Change in Control) of the aggregate difference in value between the value of the distributed shares on the date their distribution was due (without regard to the 30-day grace period) and the value of the distributed shares on the actual date of distribution.

10. Investment Elections by Employees; Deferred TCF Stock Awards .

approved representative under such terms and conditions as the Committee deems appropriate (Exhibit A to this Plan), and further provided , that on and after September 30, 1998 any deemed investments in TCF Stock shall be subject to paragraph b of this Section 10.

i. All shares of TCF Stock that were deemed to have been held in the Employee’s Account on September 30, 1998 (excluding any shares held unvested pursuant to paragraph c of this section) shall be allocated on that date to the Employee’s TCF Stock Account and the fixed number of shares so allocated shall be the beginning balance of the TCF Stock Account.

ii. Thereafter, the TCF Stock Account shall be increased by the number of shares, if any, of TCF Stock purchased (or deemed to be purchased) from Deferred Amounts or from dividends (other than nondeferred dividends) and/or interest pursuant to the Employee’s directions under Section 3 of this Plan and by any shares of TCF Stock becoming vested, as provided in paragraph c of this section.

iii. The balance of shares of the TCF Stock Account shall in no event be decreased.

v. Notwithstanding anything herein to the contrary, an Employee may elect to receive a current distribution with respect to dividends that would otherwise be deemed to have been credited to the Employee’s TCF Stock Account. Such elections shall be made in such form and at such time or times, and shall apply to such dividends, as the Committee shall determine; provided, that in no event shall an election be effective if it is received by the Committee:

(B) after December 31 of the calendar year preceding the calendar year in which the dividends to which the election relates are declared

Except as provided in Section 6 hereof, an election to receive a current distribution with respect to dividends shall be irrevocable upon its receipt by the

Committee, and it shall apply to all dividends that are declared in the calendar year(s) (or portion thereof) to which the election applies. Cash in an amount equal to any dividends with respect to which an election described in this Section 10.b.v. has been made shall be distributed to the Employee as soon as administratively feasible after such dividends would otherwise have been credited to the Employee’s Account.”

c. Deferred Amounts consisting of TCF Stock awards shall be held unallocated until such time as the shares vest in accordance with the terms of the award agreement. As of the date any such shares become vested, the number of shares vesting shall be allocated to the Employee’s Account and shall thereafter become subject to distribution the same as any other shares of TCF Stock in which the TCF Stock account is deemed invested. Any cash dividends paid on unvested shares of TCF Stock, if such dividends have been deferred by the Employee, shall be allocated to the Employee’s account and deemed invested as directed by the Employee. Any stock dividends paid on unvested shares of TCF Stock, if such dividends have been deferred by the Employee, shall be allocated to the Employees’ TCF Stock account and increase the TCF Stock account balance unless such dividends are in the nature of a stock split, in which case they shall be held unallocated until such time as the award vests.

11. Termination or Amendment . This Plan may be amended at any time and from time to time upon the approval of the Board of Directors of TCF Financial; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Plan Accounts of the consenting participants and beneficiaries shall be transferred to a separate plan that is identical to this Plan in all respects except that it may include the proposed amendment. The Board of Directors may terminate this Plan in its discretion, except that any such termination shall require the written consent of all participants, all participants who are former employees but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan, unless it is an automatic termination of the Plan under section 5.k. hereof. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed termination of the Plan, the Plan shall terminate as to the consenting participants and beneficiaries and shall continue in effect for the participants and beneficiaries who do not consent.

EXHIBIT A

(Action of 16b-3 Sub-Committee of the Personnel Committee Establishing TCF Stock Accounts and Diversified Accounts effective as of September 30, 1998 and as amended effective as of January 1, 2000)

1. Effective as of September 30, 1998 (the “Effective Date”), each participant’s Account in the Plan shall be divided into two sub-accounts: a “TCF Stock Account” and a “Diversified Account.” All shares of common stock of TCF Financial (“TCF Stock”) that are deemed to be held in a participant’s Account on the Effective Date shall be allocated as of that Date to the Participant’s TCF Stock Account. All other investments that are deemed to be held in a participant’s Account on the Effective Date shall be allocated as of that Date to the participant’s Diversified Account. Thereafter, the Sub-Accounts shall operate as follows:

APPENDIX A RE: IRS NOTICE 2000-56

APPENDIX B

DISTRIBUTION PROCEDURES

(10-03-01)

Covered Plans . These Procedures have been adopted as Appendices to the following plans: Executive, Senior Officer, and Winthrop Deferred Compensation Plans and Supplemental Employees Retirement Plan (“SERP”) - 401-k Plan Portion.

Timing of Distribution (Lump Sum vs. Installment) . As elected by the employee at the time of joining the plan. Superseding elections may be made at any time up to one year prior to distribution.

• Lump Sum – 30 days after “distribution event” (usually, termination of employment).

• Installments – First installment is 30 days after distribution event. Subsequent installments on February 15 ^th of each succeeding year. Each installment amount is determined by multiplying the account balance on 12/31 of previous year by a fraction of 1/number of remaining installments.

Form of Distribution – Stock or Cash

If Your Account is 100% TCF Stock.	If Your Account Contains both TCF Stock and Diversified Account.	If Your Account is 100% Diversified Account.

The distribution will be settled entirely in whole shares of TCF Stock (plus cash for any fractional share).	Automatic Method – Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from TCF Stock and Diversified Plan Account balances. TCF Stock portion will be made in whole shares of TCF Stock (with cash for any fractional share). Diversified Account portion will be paid in cash equal to its value on February 15 ^th .	Automatic Method – Cash first, then pro rata : The distribution will be deducted first from any cash/money market balances in your plan account, then pro rata from the deemed investments in your Diversified Account. The distribution will be paid in cash equal to the value on February 15 ^th of the deemed investments from which it was deducted.

	Alternative Elections: 1. You may direct the deemed sale of non-TCF stock assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come	Alternative Elections: 1. You may direct the deemed sale of assets to provide cash for the distribution. 2. You may specifically designate the assets to apply to the distribution. (Example: You specify 100% of the distribution will come from one particular investment in the

		from the Diversified Account).		Diversified Account).

		Election Deadline: December 31 of the previous year.		Election Deadline: December 31 of the previous year.

Tax Withholding

Automatic Method of Withholding — Net Pro rata Against the Distribution: The minimum required withholding (28% federal plus applicable state percentage) will be deducted from each part of the distribution on a pro rata basis by type of asset. Valuation for both the income reported and the withholding will be based on deemed sale price of the investment on February 15 ^th .	Alternative Election — Pay by Check: You may elect to pay the withholding by check. TCF Legal will calculate the amount due on February 15 ^th based on average market values on that date. TCF Legal must receive check before the distribution will be forwarded to you.	Alternative Election — Specify Netting: You may elect to net the withholding against the distribution on some basis other than pro rata. (Example: You specify that 100% of withholding will come from the Diversified Account portion of the distribution.)

	Election Deadline - December 31 of the previous year.	Election Deadline - December 31 of the previous year.

• Distributions will be sent by U.S. Mail to your home address on file with the TCF Legal Department unless you have provided other delivery instructions in writing. If you have a stock brokerage account, distributions can be sent to it on a same day basis.

• These procedures are subject to interpretation and application by the company, whose interpretation is final.

APPENDIX C

Rules and Procedures Governing Elections to Receive
Current Payment of Dividends On TCF Stock

(5-01-02)

The following rules and procedures govern elections by participants in the Plans to receive current distributions of dividends (“Dividend Distribution Elections”) pursuant to paragraph 10.b(v) of each Plan, as so amended.

1. Dividend Distribution Elections may only be made by Plan participants who are actively employed by a participating employer.

2. Dividend Distribution Elections may only be made with respect to cash dividends that are declared after June 1, 2002, and that would otherwise be credited to the electing participants’ TCF Stock Accounts in either Plan.

3. Dividend Distribution Elections must be in 10% increments of the eligible dividends.

4. Dividend Distribution Elections applicable to dividends that are declared after June 1, 2002 and before January 1, 2003 must be received by TCF no later than June 1, 2002. Each such election shall be irrevocable upon its receipt by TCF, and it shall apply to all cash dividends that are declared after June 1, 2002 and before January 1, 2003.

5. Dividend Distribution Elections applicable to dividends that are declared in a calendar year commencing after December 31, 2002 must be received by TCF prior to January 1 of the calendar year in which the dividends are declared. Each such election shall be irrevocable upon its receipt by TCF, and it shall apply to all cash dividends that are declared in the calendar year to which it applies.

6. Except as provided in paragraph 7, a separate Dividend Distribution Election must be made for cash dividends that are declared in each calendar year. If a participant does not make a Dividend Distribution Election for a particular calendar year, all dividends that are declared in that calendar year will be credited to the participant’s TCF Stock Account.

7. A Plan participant who notifies a participating employer of his or her intent to terminate employment, or who is notified by a participating employer that his or her employment will be terminated, may, within 30 days after the date of such notification, make a one-time Dividend Distribution Election with respect to cash dividends that are declared in calendar years commencing after the participant’s termination of employment. Each such election will be irrevocable (regardless of whether the participant’s employment terminates pursuant to the notification), and it will apply to all cash dividends that are declared in calendar years commencing after the later of:

a. the date on which the election is received by TCF; or

b. the date on which the participant’s employment terminates.

These procedures are effective as of May 2, 2002, and they will remain in effect until they are changed or revoked by further action of the Committee.

Exhibit 10(m)

05/06/03

SECOND AMENDMENT

TRUST AGREEMENT FOR TCF FINANCIAL
SENIOR OFFICERS DEFERRED COMPENSATION PLAN

WITNESSETH :

WHEREAS , TCF Financial and the Trustee have heretofore entered into a trust agreement, dated as of October 1, 2000, (the “Agreement”) creating the Trust for TCF Financial Senior Officers Deferred Compensation Plan, which Agreement, as amended, is now in full force and effect;

WHEREAS , TCF Financial has reserved the power to amend the Agreement pursuant to Section 9.1 thereof; and

WHEREAS , TCF Financial and the Trustee wish to amend the Agreement in certain respects;

NOW, THEREFORE , the parties agree that the Agreement is hereby amended as follows:

1. FUNDING OBLIGATION. Effective January 1, 2003, Section 2.1 of the Agreement is amended to read in full as follows:

Section 2.1 . From time to time the Companies shall make contributions of cash, TCF Financial common stock, and such other property as may be acceptable to the Trustee.

the Change in Control. This contribution will not be designated for any participant’s account, but will instead be applied to the payment of future trust expenses. If the aggregate expenses that were incurred by the Companies and the Trustee in administering the Plan and the Trust during the last full calendar year immediately preceding the occurrence of the Change in Control cannot be determined with reasonable certainty prior to the date on which this contribution is due, the amount of the contribution shall be $150,000.

2. DETERMINATION OF INSOLVENCY. Effective January 1, 2003, Section 2.3 of the Agreement is amended to read in full as follows:

concerning the Companies’ solvency, and nothing in this Agreement shall in any way diminish any right of the Plan’s participants or their beneficiaries to pursue their rights as general creditors of the Companies with respect to benefits payable to them pursuant to the Plan. A Company shall be considered “Insolvent” for the purposes of this Agreement if it is unable to pay its debts as they mature, or if it is a party as a debtor to a proceeding pending under the U.S. Bankruptcy Code or under any other applicable state or federal bankruptcy law.

3. PAYMENT OF BENEFITS. Effective January 1, 2003, Section 3.1 of the Agreement is amended to read in full as follows:

Section 3.1 .

If payment of a participant’s account has not already commenced and the Trustee (i) has actual knowledge of the occurrence of an event that requires payment of the account to commence (a “payment event”), (ii) is notified by the Committee that a payment event has occurred, (iii) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5.j. of the Plan, or (iv) in the case of a participant’s termination of employment, is notified in writing by the participant that the participant’s termination of employment has occurred, the Trustee shall commence payment of the participant’s account in accordance with the most recent applicable payment instruction unless payment must be suspended due to a Company’s Insolvency as otherwise provided in this Agreement. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Trustee shall request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a Change in Control has occurred, the Trustee shall commence payment of accounts (that are not payable earlier) in the manner required upon the occurrence of a Change in Control.

all Plan records that may be reasonably required by the Trustee to make its determination, and (iii) the participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

4. PAYMENT OF EXPENSES. Effective January 1, 2003, Section 3.2 of the Agreement is amended to read in ull as follows:

5. TAX WITHHOLDING. Effective January 1, 2003, Section 3.3 of the Agreement is amended to read in full as follows:

6. DELIVERY OF DISTRIBUTIONS. Effective January 1, 2003, Section 3.4 of the Agreement is amended to read in full as follows:

7. INVESTMENT OF TRUST ASSETS. Effective January 1, 2003, Section 4.1 of the Agreement is amended to read in full as follows:

Section 4.1 .

c. The Trustee shall not be liable for any action taken or omitted by it pursuant to such written directions of the Committee.

8. CONTRIBUTIONS. Effective January 1, 2003, the penultimate sentence of Section 4.2 of the Agreement is amended to read in full as follows:

9. SUBJECT TO CLAIMS OF CREDITORS. Effective January 1, 2003, Section 4.3 of the Agreement is amended to read in full as follows:

Section 4.3 . Notwithstanding the foregoing, the rights of each Plan participant to the amounts credited to his account shall be subject to the claims of the Companies’ general creditors.

10. DIRECTIONS. Effective January 1, 2003, the last sentence of paragraph h of Section 5.1 of the Agreement is deleted without being replaced.

11. DIRECTIONS. Effective January 1, 2003, paragraph c of Section 7.1 of the Agreement is amended to read in full as follows:

12. INDEMNIFICATION. Effective January 1, 2003, the second sentence of Section 7.2 of the Agreement is amended to read in full as follows:

13. APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January 1, 2003, Sections 8.1 and 8.2 of the Agreement shall be amended to read in full as follows:

entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). If the Board of Directors of TCF Financial fails to make such an appointment or the appointed corporation fails to receive the required written consent, and if there is no other Trustee then acting, a successor Trustee or Trustees shall be appointed by a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed and delivery of a signed copy of such acceptance to the Trustee then in office.

14. AMENDMENT OF TRUST. Effective January 1, 2003, Section 9.1 of the Agreement is amended to read in full as follows:

15. TERMINATION OF TRUST. Effective January 1, 2003, Section 9.2 of the Agreement is amended to read in full as follows:

Trust shall terminate only with respect to the consenting participants and beneficiaries but shall continue in effect with respect to the nonconsenting participants and beneficiaries. Upon a termination or partial termination of the Trust, the Trust assets, if any, that remain in the accounts established for the consenting participants and beneficiaries shall be paid or distributed to TCF Financial or its successors in interest.

* * * * *

IN WITNESS WHEREOF , TCF Financial and the Trustee have executed this instrument as of the date first written above.

TCF FINANCIAL CORPORATION


By:	/s/ Gregory J. Pulles
Title:		Vice Chairman, General Counsel and
		Secretary

[NO SEAL]

Attest:

By:	/s/ Diane O. Stockman
As its:		General Counsel for Corporate Affairs

THE FIRST NATIONAL BANK IN SIOUX FALLS


By:	/s/ Dick J. Corcoran
Title:		Executive Vice President

[NO SEAL]

Attest:

By:	/s/ Tom Mark
As its:		Vice President and Trust Officer

Exhibit 10(r)

05/06/03

TCF FINANCIAL CORPORATION

TCF DIRECTORS DEFERRED COMPENSATION PLAN

(Amended and Restated effective as of June 1, 2003)

Table of Contents

		Page
1.	Deferral of Stock or Fees.	1

2.	Administrative Committee.	2

3.	Deferred Compensation Accounts.	2

4.	Trust.	2

5.	Payment of Deferred Amounts.	3

6.	Emergency Payments.	5

7.	Method of Payments.	5

8.	Claims Procedures.	7

9.	Miscellaneous.	7

10.	Rule 16b-3.	8

11.	Registration; NYSE Listing.	9

12.	Accounts in the Prior Plan.	9

13.	Termination or Amendment.	9

APPENDIX RE: IRS NOTICE 2000-56		10

TCF DIRECTORS DEFERRED COMPENSATION PLAN

(Amended and Restated effective as of June 1, 2003)

This is an amendment and restatement of the TCF Directors Deferred Compensation Plan (the “Plan”) previously in effect for directors of TCF Financial Corporation (“TCF Financial”) and TCF National Bank (“TCF Bank”). Except as may be specifically stated otherwise herein, all provisions of this restatement are effective as of June 1, 2003.

1. Deferral of Stock or Fees .

a. From time to time eligible directors (“Directors”) of TCF Financial or TCF Bank (each such corporation being referred to hereinafter as the “Company”) may, by written notice, elect to have payment of all or a portion of their directors’ fees for the next succeeding calendar year, and/or all or a portion of any grant of shares of common stock of TCF Financial (“TCF Stock”) to the Director made on or after such election deferred as hereinafter provided. Each such deferral of fees or TCF Stock shall be (and is hereinafter referred to as) a “Deferred Amount.” Notwithstanding the foregoing, however, a Director may not elect to defer any portion of fees or TCF Stock unless such Director’s deferrals with respect to such year are in round percentage increments of 10%.

b. Any elections with respect to Deferred Amounts of fees or TCF Stock shall be exercised in writing by the Director prior to the latest to occur of the following: (i) the beginning of the calendar year for which the fees are to be earned; (ii) such Director’s first day of board service in that year; (iii) the thirty-first day following the date the Director first becomes eligible to participate in the Plan; provided that , an election made after the first day of a calendar year shall only apply to fees earned after the date of the election. Notwithstanding the foregoing, in the case of Directors who file reports of their TCF Stock ownership on Form 4 with the Securities and Exchange Commission, the election shall be no later than the date specified in the preceding sentence or, if earlier, six months prior to the date on which any fees deferred by the Director are invested in TCF Stock and that in the case of deferral of grants of TCF Stock, the election shall be made no later than the date specified in the preceding sentence or, if earlier, the effective date of the grant of TCF Stock. An election of Deferred Amounts, once made, is irrevocable, except as provided in Section 6 hereof. An election of Deferred Amounts, once made, shall continue to be effective for succeeding calendar years until revoked by the Director by written request to the Secretary of TCF Financial prior to the beginning of a calendar year for which fees would otherwise be deferred.

c. Deferred Amounts shall be subject to the rules set forth in this document, and each Director 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. Directors eligible to participate in this Plan are non-employee Directors of TCF Financial, TCF Bank or any other insured institution subsidiary of TCF Financial from time to time. Eligibility shall be determined annually as of the latest practicable

date prior to the commencement of each new calendar year. In the event a Director ceases to be eligible for this Plan during the course of a calendar year, the Director’s eligibility shall nevertheless continue through the end of that calendar year with respect to fees earned prior to cessation of service.

2. Administrative Committee . Full power and authority to construe, interpret, and administer this document, shall be vested in the Administrative Committee (the “Committee”) of the Board of Directors of TCF Financial, which shall consist of such members of the Compensation/Nominating/Corporate Governance Committee of the Board of Directors who qualify from time to time as non-employee or independent directors under Rule 16b-3 of the Securities and Exchange Commission. The Committee shall have full power and authority to make each determination provided for in this 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 as are consistent with the terms of this Plan. Notwithstanding anything in this Section 2 to the contrary, no action or determination made or taken by the Committee, and no action or determination by the Committee affecting the amount payable under this Plan to a participant or beneficiary, shall be entitled to any deference by a reviewing court (i.e., judicial review of any such actions or determinations shall be de novo).

3. Deferred Compensation Accounts . Each Company shall establish on its books a separate account (“Account”) for each of its Directors 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 Director for whom such Account is established as of the date on which such Deferred Amount would otherwise have been paid to the Director.

b. The value of a Director’s Account is to be measured by the value of and income from TCF Stock, in which all Deferred Amounts shall be deemed to be invested, however such value is merely a measuring device to determine the payments to be made to each Director hereunder. Each Director, and each other recipient of a Director’s Deferred Amounts pursuant to Section 7, shall be and remain an unsecured general creditor of the Company on whose board the Director serves with respect to any payments due and owing to such Director hereunder. If a Company should from time to time, in its discretion, actually purchase the investments deemed to have been made for a Director’s Account, either directly or through the trust described in Section 4, such investments shall be solely for the Company’s or such trust’s own account, and the Directors shall have no right, title or interest therein.

4. Trust . TCF Financial has established a trust (of the type commonly known as a “rabbi trust”) to aid in the accumulation of assets for payment of Deferred Amounts. The trust provides for separate accounts in the name of each Director who has elected a Deferred Amount. Each Company shall contribute to the trust such amounts as are necessary to keep the separate accounts maintained for that Company’s Directors sufficient at all times to pay in full all benefits payable under the Plan with respect to such Company’s Directors, including, without limitation, any liquidated damages payable to such Company’s Directors pursuant to Section 9.f. In addition:

a. TCF Financial may, in its sole discretion, require the Companies to contribute additional amounts, which TCF Financial may direct the Trustee not to credit to an account for any Director, but instead to a general account for the payment of Plan expenses; and

5. Payment of Deferred Amounts .

a. On or about the 30 ^th day following a Director’s termination of service on all boards of directors of the Companies, the balance credited to the Director’s Account shall be paid in one single distribution of TCF Stock or in annual installment distributions of TCF Stock over the number of years directed by the Director in an election made by the Director, provided that such election is in writing and is executed and delivered to the Committee or the Secretary, on behalf of the Committee, no later than one year before such Director’s termination of service.

b. The first payment under Section 5.a. shall be paid on a date selected by the Committee which is no later than 30 days after the date on which the Committee’s direction as to the form and timing of distributions is made. 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 the form of TCF Stock, and each annual installment payment shall be equal to the number of shares credited to the Director’s Account 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 of installments remaining to be paid, including the current installment.

d. For purposes of this section, a Director’s service on the board is considered to terminate as of the date which is the later of (i) Director’s last date of

service for the Company as a director, or (ii) the Director’s last date of service on the board of directors of any Company.

e. In the event installment payments commence and any installments are unpaid at the time of a Director’s death, the payments shall be made at the times and in such amounts as if the Director were living to the persons specified in Section 7.a.

f. For purposes of this Plan, a Change in Control shall be deemed to have occurred if (i) any “person” as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) is or becomes the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of TCF Financial representing fifty percent (50%) or more of the combined voting power of TCF Financial’s then outstanding securities (for purposes of this clause (i), the term “beneficial owner” does not include any employee benefit plan maintained by TCF Financial that invests in TCF Financial’s voting securities); or (ii) during any period of two (2) consecutive years there shall cease to be a majority of the Board comprised as follows: individuals who at the beginning of such period constitute the Board or new directors whose nomination for election by the company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the shareholders of TCF Financial approve a merger or consolidation of TCF Financial with any other corporation, other than a merger or consolidation which would result in the voting securities of TCF Financial outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of TCF Financial or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of TCF Financial approve a plan of complete liquidation of TCF Financial or an agreement for the sale or disposition by TCF Financial of all or substantially all TCF Financial’s assets; provided, however, that no Change in Control will be deemed to have occurred if such merger, consolidation, sale or disposition of assets, or liquidation is not subsequently consummated. The date of a Change in Control, for purposes of this Plan, is the date on which the Change in Control is consummated.

g. Notwithstanding any other provision of this Section 5 or any payment schedule directed by a Director 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 that part or all of the value of a Director’s Deferred Amounts or Plan Account which have not actually been distributed to the Director, or that part or all of a separate account that has been established for the Director under a trust described in Section 4, is nevertheless required to be included in the Director’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 Director in a lump sum distribution in the form of TCF Stock 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 Section 5.h. 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 Director does not appeal within the time prescribed for appeals.

h. Notwithstanding the foregoing, if a Director’s balance in the Plan is less than $15,000 at the time of the Director’s termination of service, then such account shall be distributed to the Director in a lump sum payment (in the form of TCF Stock except for cash for a fractional share) no later than 30 days after the Director’s termination of service.

6. Emergency Payments . In the event of an “unforeseeable emergency” as determined hereafter, the Committee may determine the shares distributable under Section 5 hereof and distribute all or a part of such shares without regard to the distribution dates provided in Section 5 to the extent the Committee determines that such action is necessary in light of immediate and heavy needs of the Director (or his beneficiary) occasioned by severe financial hardship. For the purposes of this Section 6, an “unforeseeable emergency” is a severe financial hardship to the Director resulting from a sudden and unexpected illness or accident of the Director or beneficiary, or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Director or beneficiary, loss of the Director’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 Director or beneficiary. Payments shall not be made pursuant to this Section 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 Director’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 Director’s deferrals under the Plan. Such action shall be taken only if the Director (or the Director’s legal representatives or successors) signs an application describing fully the circumstances which are deemed to justify the distribution, 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 Director’s death, payments shall be made to the persons (including a trustee or trustees) named in the last written instrument signed by Director and received by the Committee prior to Director’s death, or if Director fails to so name any person, the amounts shall be paid to Director’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 Sections 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 subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the participant or the participant’s beneficiary.

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 Companies, except to the extent that such payments are made out of the trust described in Section 4. The Plan is a mere promise by the Companies to pay benefits in the future and it is the intention of the parties that it be “unfunded” for tax purposes (and for the purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”)).

e. Unless commenced earlier at the direction of the Committee or suspended due to a Company’s Insolvency, payments from the trust described in Section 4 shall be commenced by the Trustee (without the need for further instructions from the Committee) in accordance with the most recent payment instructions provided by the Committee after the Trustee (i) acquires actual knowledge of the occurrence of an event that requires payment to commence (a “payment event”), (ii) is notified by the Committee that a payment event has occurred, (iii) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5.g. of this Plan, or (iv) in the case of a participant’s termination of employment, is notified in writing by the participant that the participant’s termination of employment has occurred. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Trustee shall request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a Change in Control has occurred, the Trustee shall commence payment of accounts (that are not payable earlier) in the manner required upon the occurrence of a Change in Control.

participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

8. Claims Procedures .

9. Miscellaneous .

a. Except as limited by Section 7.c. and except that a Director shall have a continuing power to designate a new recipient in the event of Director’s death at any time prior to such death without the consent or approval of any person theretofore named as Director’s recipient by an instrument meeting the requirements of Section 7.a., this document shall be binding upon and inure to the benefit of each Company, Director, 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, return receipt requested. Any notice given by registered mail shall be deemed to have been given upon the date of delivery indicated on the registered mail return receipt, if correctly addressed.

c. Nothing in this document shall interfere with the rights of any Director 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, its board, committees or shareholders, to remove the Director from service as a director, to refuse to renominate or reelect such person as a director, or to enforce the duly adopted retirement policies of the board of directors of such Company.

e. Amounts that are paid more than 30 days after the later of the date on which they are due according to the terms of this Plan or the date on which a written claim for such amounts is received by the Committee shall incur interest at the rate of fifteen percent per annum (eighteen percent per annum if the payment occurs after a Change in Control) from the date as of which payment was due. In addition, if all or any portion of the distribution is payable in the form of TCF Financial stock, and the value of such stock at the time of distribution is less than its value on the date as of which payment was due, the payee shall be entitled to liquidated damages equal to 100% (120% if the payment occurs after a Change in Control) of the aggregate difference in value between the value of the distributed shares on the date their distribution was due (without regard to the 30-day grace period) and the value of the distributed shares on the actual date of distribution.

f. Any costs or attorneys’ fees incurred by a participant or beneficiary in connection with the collection of benefits that were not timely paid under this Plan shall be reimbursed by the Companies.

g. Notwithstanding anything in this Plan to the contrary, effective January 1, 2003, if the beneficiary of a participant is not the participant’s spouse, the payment to that beneficiary shall be made in the form of an immediate lump sum distribution of the entire portion of the participant’s account payable to that beneficiary, without regard to any outstanding installment payment election.

10. Rule 16b-3 . This Plan is intended to qualify for the exemption from short swing profits liability under Section 16(b) of the Securities Exchange Act of 1934 provided by Rule 16b-3 of the Securities and Exchange Commission. Notwithstanding anything in this Plan to the contrary, for a director 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 stock or fees under Section 1.b. shall be exercised in writing by the Director and filed with the Committee no later than the date prior to the date the stock grant is awarded or the first date on which fees, part or all of which is to become a Deferred Amount, begin to be earned. Deferred Amounts of fees, to the extent they are forwarded to the Trustee, shall be so forwarded on or immediately after the date on which the fees would otherwise be paid and shall be deemed to be invested in TCF Stock on the same date and for the same purchase price as the Trustee actually purchases such Stock. The Trustee shall purchase such Stock as soon as practicable after the fees payment date for which the Deferred Amount is received, and in any event no later than two weeks after such 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, the deferred fees shall be deemed to be invested in TCF Stock at the average of the high and low sales prices for such Stock on the date the fees would otherwise be paid.

b. In the event of one or more distributions to a Director subject to this Section under Section 5 of this Plan, all such distributions shall consist of whole shares of TCF Stock, plus cash for any fractional share.

c. In the case of a Director subject to this Section, for purposes of an emergency payout resulting in distribution of TCF Stock, the TCF Stock shall be distributed in kind, plus cash for any fractional share.

11. Registration ; NYSE Listing . TCF Financial may, in its discretion, register the shares of TCF Stock subject to this Plan under the Securities Act of 1933 and any other applicable provisions of State or Federal law, and may enter into a listing agreement for such shares with the New York Stock Exchange, if such actions are deemed necessary or advisable by TCF Financial in order to provide directors with freely marketable shares. However, nothing herein shall be deemed to require any such registration or listing.

12. Accounts in the Prior Plan . A Director with an account balance in the Director Fee Deferral Plan (the “Prior Plan”) as of December 31, 1994 may elect to have such balance invested in TCF Stock and may consent to contributions to the Trust for such deemed investment in TCF Stock, provided that the election is made no later than December 31, 1994 and that the resulting investment in TCF Stock occurs no sooner than six months after such election, if the Director is subject to reporting requirements under section 16(a) of the Securities Exchange Act of 1934. If a Director does not elect to transfer the Prior Plan account balance into TCF Stock, such account balance shall continue to be deemed to be invested in the “treasury bill rate” set forth in the Prior Plan.

13. Termination or Amendment . This Plan may be amended at any time and from time to time upon the approval of the Board of Directors of TCF Financial; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former Directors but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Plan Accounts of the consenting participants and beneficiaries shall be transferred to a separate plan that is identical to this Plan in all respects except that it may include the proposed amendment. The Board of Directors may terminate this Plan in its discretion, except that any such termination shall require the written consent of all participants, all participants who are former Directors but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan, unless it is an automatic termination of the Plan under Section 5.h. hereof. In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed termination of the Plan, the Plan shall terminate as to the consenting participants and beneficiaries and shall continue in effect for the participants and beneficiaries who do not consent.

APPENDIX RE: IRS NOTICE 2000-56

Notwithstanding anything to the contrary in the Plan or Trust, effective on and after May 16, 2001, TCF Financial stock or other assets contributed to the Trust by TCF Financial or any other Company for the benefit of Directors or service providers of TCF Financial or such Company are subject to the claims of creditors (in the event of insolvency) of both TCF Financial and such Company. In addition, such stock and assets are subject to the claims of creditors (in the event of insolvency) of any Company from which benefits are due to a participant or beneficiary under the terms of the Plan. Nothing in this Appendix, however, shall relieve any Company of its obligation to pay any benefits due from the Company to a participant or beneficiary under the terms of the Plan.

Notwithstanding anything to the contrary in the Plan or Trust, effective on and after May 16, 2001, any TCF Financial stock or other assets not transferred to a Company’s Directors or their beneficiaries will revert to TCF Financial upon termination of the Trust.

Exhibit 10(s)

05/06/03

THIRD AMENDMENT

TCF DIRECTORS DEFERRED COMPENSATION TRUST

THIS AGREEMENT is made this 30th day of June, 2003 by and between TCF Financial Corporation, a Delaware corporation, (the “Company”) and The First National Bank in Sioux Falls (the “Trustee”).

WITNESSETH :

WHEREAS , the Company and the Trustee have heretofore entered into a trust agreement, dated as of October 1, 2000, (the “Agreement”) creating the TCF Directors Deferred Compensation Trust, which Agreement, as amended, is now in full force and effect;

WHEREAS , the Company has reserved the power to amend the Agreement pursuant to Section 12(a) thereof; and

WHEREAS , the Company and the Trustee wish to amend the Agreement in certain respects;

NOW, THEREFORE , the parties agree that the Agreement is hereby amended as follows:

1. FUNDING OBLIGATION. Effective January 1, 2003, Section 1(e) of the Agreement is amended to read in full as follows:

(e) From time to time the Company shall make contributions of cash, the Company’s common stock, and such other property as may be acceptable to the Trustee.

(1) Each contribution shall be accompanied by either (A) a statement designating the Plan participant on behalf of whom such contribution is being made and, if more than one account has been established for such participant, the account to which such contribution will be credited, or (B) a statement that the contribution is not designated for any participant’s account, but instead is to be applied to the payment of future Trust expenses.

(2) The amounts contributed with respect to each Plan participant shall be such amounts as are necessary to keep the accounts for such Plan participant sufficient at all times to pay in full all benefits payable with respect to such Plan participant.

(3) In addition, within ten (10) business days following the occurrence of a Change in Control, the Company shall contribute an amount equal to 300% of the aggregate expenses incurred by the Company and the Trustee in administering the Plan and the Trust during the last full calendar year immediately preceding the occurrence of

the Change in Control. This contribution will not be designated for any participant’s account, but will instead be applied to the payment of future trust expenses. If the aggregate expenses that were incurred by the Company and the Trustee in administering the Plan and the Trust during the last full calendar year immediately preceding the occurrence of the Change in Control cannot be determined with reasonable certainty prior to the date on which this contribution is due, the amount of the contribution shall be $150,000.

2. PAYMENT OF BENEFITS. Effective January 1, 2003, Section 2 of the Agreement is amended to read in full as follows:

Section 2. Payments to Plan Participants and their Beneficiaries .

(a) The committee appointed to administer the Plan (the “Committee”) shall provide the Trustee with complete instructions regarding the form and time of payment of each account maintained under this Agreement for each Plan participant as soon as administratively feasible after a contribution is first credited to that account. If a participant’s payment instructions with respect to an account change, the Committee shall provide the Trustee with revised instructions as soon as administratively feasible after any such change. Any such revised instructions that are not immediately effective shall indicate the date on which they become effective.

(b) If payment of a participant’s account has not already commenced and the Trustee (1) has actual knowledge of the occurrence of an event that requires payment of the account to commence (a “payment event”), (2) is notified by the Committee that a payment event has occurred, (3) determines (in the absence of actual knowledge and any notice from the Committee) that a Change in Control has occurred as defined in Section 5.g. of the Plan, or (4) in the case of a participant’s termination of service as a director, is notified in writing by the participant that the participant’s termination of service has occurred, the Trustee shall commence payment of the participant’s account in accordance with the most recent applicable payment instruction unless payment must be suspended due to the Company’s Insolvency as otherwise provided in this Agreement. The Trustee shall make a determination with respect to whether a Change in Control has occurred if the Trustee receives notice that a Change in Control may have occurred from any source other than the Committee. Promptly after receiving such notice of a possible Change in Control, the Trustee shall request from the Committee all information relevant to the Trustee’s determination. If the Committee fails to provide information sufficient to demonstrate the absence of a Change in Control within 30 days after the Trustee’s request, and the other information received by the Trustee indicates that a Change in Control has occurred, the Trustee shall commence payment of accounts (that are not payable earlier) in the manner required upon the occurrence of a Change in Control.

(c) Payments made by the Trustee from an account established for a participant shall be debited against such account and shall cease when the balance credited to the account has been reduced to zero or if earlier, when the Trustee determines, based upon its review of the

records of the Plan, that payment of any additional amounts from the participant’s account will result in the payment of benefits in excess of those required under the Plan. The Trustee shall have no obligation to perform such a review and consider such a determination until after (!) the Committee notifies the Trustee and the participant (or, if the participant has died, the participant’s beneficiary) of the potential excess payment, (2) the Trustee has been provided with all Plan records that may be reasonably required by the Trustee to make its determination, and (3) the participant (or beneficiary) has had a reasonable time (not less than 30 days) to respond. Pending its determination, the Trustee shall continue payment of the affected account(s) in accordance with the applicable payment instructions.

(d) The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to payments from the Trust Fund, and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.

(e) Distributions pursuant to this Section 2 shall be deemed to have been sufficiently made if they are sent by first class mail to the participant or beneficiary at the address last provided to the Trustee by the Committee, the participant or the beneficiary. If any such distribution is returned to the Trustee unclaimed, the Trustee shall notify the Committee and shall not make any further distributions to such payee until a current address for such payee is determined. If the payee cannot be located within twelve months after the Trustee’s notice to the Committee is given, the Trustee shall solicit payment directions from the Committee.

(f) The Trustee shall be held harmless and shall not be liable for its acts with respect to distributions from the Trust Fund if it has acted in good faith in accordance with the most recent payment instructions provided by the Committee and the provisions of this Section 2.

3. BORROWING. Effective January 1, 2003, Section 5(b) of the Agreement is amended to read in full as follows.

(b) At the direction of the Committee, to borrow money from any person and to pledge assets of the Trust Fund as security for repayment of any such loan.

4. INDEMNIFICATION. Effective January 1, 2003, a new paragraph (g) is added to Section 8 of the Agreement to read in full as follows:

(g) The Trustee shall be held harmless and shall be fully indemnified by the Company, its successors and assigns from any liability, including reasonable legal and professional services expenses, for any actions directed pursuant to this Agreement by the Company, the Committee, or any Plan participant or beneficiary.

5. PAYMENT OF EXPENSES. Effective January 1, 2003, Section 9 of the Agreement is amended to read in full as follows:

Section 9. Compensation and Expenses of Trustee . The Company shall pay: (a) all broker fees and other expenses incurred in connection with the sale or purchase of investments; (b) all personal property taxes, income taxes, and other taxes of any kind at any time levied and assessed under any present or future law upon, or with respect to, the Trust Fund or any property

included in the Trust Fund (other than income tax amounts that are reasonably required to be withheld from payments by the Trust to participants and beneficiaries); and (c) the Trustee’s own compensation and all other reasonable expenses of administering the Plan and Trust; provided, however, that payment of legal and/or professional fees reasonably incurred by the Trustee and/or the Trust in making determinations regarding Insolvency pursuant to Section 3 of this Agreement shall be made only if the Company is notified in advance of the Trustee’s retention of legal counsel and the Company consents to such retention, which consent shall not be unreasonably withheld. Amounts due and payable to the Trustee that remain unpaid more than thirty days after the Trustee gives the Company notice of such amounts shall incur interest at the highest rate of interest assessable by the Trustee for overdue payments of any kind from any other customer. In the event the Trustee files suit to collect amounts due and unpaid under this Section 9, the Company shall reimburse the Trustee for the full amount of the Trustee’s reasonable costs and attorneys’ fees incurred in connection with the initiation, maintenance and resolution of such suit. In any dispute regarding amounts payable to the Trustee by the Company pursuant to this Section 9, the Company shall have no right to any reduction in the amounts payable to the Trustee based on the Trustee’s performance of its duties under the Agreement (or any alleged failure to perform those duties), unless the Trustee’s actions are shown by the Company to have been arbitrary and capricious. Trust assets that are attributable to contributions designated for the payment of plan expenses may be used to pay the amounts payable pursuant to this Section 9. None of the amounts payable pursuant to this Section 9 shall be payable from Trust assets that have been designated for a participant’s account unless and until the Trustee has exhausted all of its other legal and equitable remedies. In the event all such remedies are exhausted, expenses shall be charged to the Trust Fund without allocation among the accounts established for participants, unless an expense is directly attributable to one or more accounts, in which case such expense shall be charged directly to such accounts. The Trustee may dispose of Trust investments, if necessary, to provide cash assets for the payment of expenses. The Trustee shall not delay or withhold payment to any participant or beneficiary on account of any dispute regarding payments due under this Section 9.

6. APPOINTMENT AND REMOVAL OF TRUSTEES. Effective January 1, 2003, Section 10 of the Agreement shall be amended to read in full as follows:

Section 10. Resignation and Removal of Trustee .

(a) The Trustee acting hereunder shall be one or more qualified corporations appointed by the Company to serve in such capacity. The number of Trustees shall not be increased or decreased except with the written consent of at least two-thirds of the aggregate of (1) the Plan’s participants who are active directors, (2) the participants who are former directors but who are entitled to benefits under the Plan and (3) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). Upon any determination to increase the number of Trustees, or upon the removal or resignation of any Trustee, the vacancy or vacancies so created shall be filled by such qualified corporations as may be appointed by the Board of Directors of the Company and approved in writing by at least two-thirds of the aggregate of (1) the Plan’s participants who are active directors, (2) the participants who are former directors but who are entitled to benefits under the Plan and (3) the beneficiaries of deceased participants who are entitled to benefits

under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent). If the Board of Directors of the Company fails to make such an appointment or the appointed corporation fails to receive the required written consent, and if there is no other Trustee then acting, a successor Trustee or Trustees shall be appointed by a court of competent jurisdiction. Any such appointment shall be effective upon the acceptance thereof in writing by the qualified corporation so appointed and delivery of a signed copy of such acceptance to the Trustee then in office.

(b) The Trustee, and any successor to any Trustee, may be removed by the Board of Directors of the Company at any time upon the receipt by the Board of Directors of the Company of the consent of at least two-thirds of the aggregate of (1) the Plan’s participants who are active directors, (2) the participants who are former directors but who are entitled to benefits under the Plan and (3) the beneficiaries of deceased participants who are entitled to benefits under the Plan (counting the multiple beneficiaries of a single participant as one beneficiary, whose consent is given only if a majority of such beneficiaries give their consent) to such removal and upon the giving of 30 days’ prior written notice to such Trustee and to any other Trustee then acting. Such removal shall be effective on the date specified in such written notice; provided, that notice shall theretofore have been given to the Trustee of the appointment of a successor Trustee or Trustees in the manner hereinafter set forth.

(c) The Trustee, and any successor to any Trustee, may resign as Trustee hereunder by filing with the Committee a written resignation which shall take effect 30 days after the date of such filing, unless prior thereto a successor Trustee or Trustees shall have been appointed.

(d) All of the provisions set forth herein with respect to the Trustee shall relate to each successor Trustee so appointed with the same force and effect as if such successor Trustee originally had been named herein as a Trustee.

(e) Upon the appointment of a successor Trustee, the removed or resigning Trustee shall transfer and deliver those assets of the Trust Fund in its possession or under its control to the remaining Trustee or Trustees, if any, or otherwise to the successor Trustee or Trustees, together with all such instruments of transfer, conveyance, assignment, and further assurance as the remaining or successor Trustee may reasonably require. Any removed or resigning Trustee shall, at the request of the Committee, or may, in its own discretion, file with the Committee an account of its actions as Trustee. The receipt and approval by the Committee of the final account of the removed or resigning Trustee shall be a full and complete acquittal and discharge from liability of such removed or resigning Trustee, and any successor Trustee shall have no liability whatsoever for the acts or omissions of any prior Trustee in which it did not participate. If the Committee shall fail to express in writing its objections to any account delivered by any removed or resigning Trustee within six months from the date of receipt by the Committee of such account, such account shall be considered as approved by the Committee.

7. AMENDMENT OF TRUST. Effective January 1, 2003, Section 12 of the Agreement is amended to read in full as follows:

Section 12. Amendment or Termination .

(a) This Agreement may be amended at any time and from time to time upon the approval of the Board of Directors of the Company; provided, however, that no amendment shall be effective unless it has the written consent of all participants, all participants who are former directors but who are entitled to benefits under the Plan, and all beneficiaries of deceased participants who are entitled to benefits under the Plan. (If a single participant has multiple beneficiaries, all of such beneficiaries shall be deemed to have consented if a majority of such beneficiaries consent, and none of such beneficiaries shall be deemed to have consented if less than a majority of such beneficiaries consent.) In the event that all of the Plan’s participants and beneficiaries do not consent to a proposed amendment, such amendment shall not take effect but the Trust assets credited to the accounts of the consenting participants and beneficiaries shall be transferred to a separate trust established pursuant to an agreement that is identical to this Agreement in all respects except that it may include the proposed amendment.

(b) The Trust shall not be terminated until such time as all of the Company’ obligations to make distributions pursuant to the Plan have been fully discharged unless all of the participants and beneficiaries who are entitled to benefits under the Plan consent in writing to an earlier termination. (If a single participant has multiple beneficiaries, all of such beneficiaries shall be deemed to have consented if a majority of such beneficiaries consent, and none of such beneficiaries shall be deemed to have consented if less than a majority of such beneficiaries consent.) If all of such participants and beneficiaries do not consent to an early termination, the Trust shall terminate only with respect to the consenting participants and beneficiaries but shall continue in effect with respect to the nonconsenting participants and beneficiaries. Upon a termination or partial termination of the Trust, the Trust assets, if any, that remain in the accounts established for the consenting participants and beneficiaries shall be paid or distributed to the Company or its successors in interest.

* * * * *

IN WITNESS WHEREOF , TCF Financial and the Trustee have executed this instrument as of the date first written above.

TCF FINANCIAL CORPORATION

By:

/s/Gregory J. Pulles

Title:

Vice Chairman, General Counsel and

Secretary

[NO SEAL]

Attest:

By:

/s/ Diane O. Stockman

As its:

General Counsel for Corporate Affairs

			THE FIRST NATIONAL BANK IN SIOUX FALLS


			By:	/s/ Dick J. Corcoran
			Title:		Executive Vice President

[NO SEAL]

Attest:


By:	/s/ Tom Mark
As its:		Vice President and Trust Officer

Exhibit 31.1

CERTIFICATIONS

I, William A. Cooper, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TCF Financial Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2003

	/s/ William A. Cooper
	William A. Cooper, Chairman of the Board, Chief Executive Officer and Director

Exhibit 31.2

CERTIFICATIONS

I, Neil W. Brown, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TCF Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2003

	/s/ Neil W. Brown
	Neil W. Brown, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Exhibit 32.1

TCF Financial Corporation

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, William A. Cooper, Chief Executive Officer of TCF Financial Corporation, a Delaware corporation (the “Company”), hereby certify as follows:

1. This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003 (the “Periodic Report”);

2. The Periodic Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

3. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: August 4, 2003

		/s/William A. Cooper
		William A. Cooper
		Chairman of the Board,
		Chief Executive Officer and Director

• A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TCF Financial Corporation and will be retained by TCF Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

TCF Financial Corporation

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, Neil W. Brown, Executive Vice President, Chief Financial Officer and Treasurer of TCF Financial Corporation, a Delaware corporation (the “Company”), hereby certify as follows:

1. This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003 (the “Periodic Report”);

2. The Periodic Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

Date: August 4, 2003

		/s/ Neil W. Brown
		Neil W. Brown
		Executive Vice President,
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

* A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TCF Financial Corporation and will be retained by TCF Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

WASHINGTON, D.C. 20549

FORM 10-Q

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

Performance Summary

Operating Segment Results

Consolidated Provision for Credit Losses

Legislative, Legal and Regulatory Developments

APPENDIX C

Rules and Procedures Governing Elections to Receive Current Payment of Dividends On TCF Stock

05/06/03

TCF DIRECTORS DEFERRED COMPENSATION PLAN

Exhibit 32.1

Exhibit 32.2

Chief Financial Officer and Treasurer

Rules and Procedures Governing Elections to Receive
Current Payment of Dividends On TCF Stock