10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

x  Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended

March 31, 2008

or

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	(I.R.S. Employer Identification No.)
incorporation or organization)

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:  (952) 745-2760

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   x No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x	Accelerated filer  o	Non-accelerated filer  o	Smaller reporting company  o
		(Do not check if a smaller
		reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o No  x

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

	Outstanding at
Class	April 22, 2008
Common Stock, $.01 par value	126,484,523 shares

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

Part I.	Financial Information		Pages
	Item 1.  Financial Statements
	Consolidated Statements of Financial Condition
	at March 31, 2008 and December 31, 2007		3
	Consolidated Statements of Income for the
	Three Months Ended March 31, 2008 and 2007		4
	Consolidated Statements of Cash Flows for the
	Three Months Ended March 31, 2008 and 2007		5
	Consolidated Statements of Stockholders’ Equity for the
	Three Months Ended March 31, 2008 and 2007		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 Months Ended March 31, 2008 and 2007	18
	Item 3.  Quantitative and Qualitative Disclosures About Market Risk		34
	Item 4.  Controls and Procedures		35
	Supplementary Information		36
Part II.	Other Information
	Items 1-6		37
	Signatures		38
	Index to Exhibits		39

2

PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

	At			At
	March 31,			December 31,
(Dollars in thousands, except per-share data)	2008			2007
	(Unaudited)
Assets
Cash and due from banks	$	331,171		$	358,174
Investments	144,179			148,267
Securities available for sale	2,177,262			1,963,681
Education loans held for sale	223,333			156,135
Loans and leases:
Consumer home equity and other	6,784,621			6,590,631
Commercial real estate	2,596,050			2,557,330
Commercial business	535,014			558,325
Leasing and equipment finance	2,180,782			2,104,343
Subtotal	12,096,467			11,810,629
Residential real estate	506,394			527,607
Total loans and leases	12,602,861			12,338,236
Allowance for loan and lease losses	(97,390		)	(80,942		)
Net loans and leases	12,505,471			12,257,294
Premises and equipment, net	439,532			438,452
Goodwill	152,599			152,599
Other assets	396,817			502,452
Total assets	$	16,370,364		$	15,977,054
Liabilities and Stockholders’ Equity
Deposits:
Checking	$	4,288,960		$	4,108,527
Savings	2,882,813			2,636,820
Money market	585,840			576,667
Certificates of deposit	2,599,456			2,254,535
Total deposits	10,357,069			9,576,549
Short-term borrowings	138,442			556,070
Long-term borrowings	4,414,644			4,417,378
Total borrowings	4,553,086			4,973,448
Accrued expenses and other liabilities	330,339			328,045
Total liabilities	15,240,494			14,878,042
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; 131,065,676 and 131,468,699 shares issued	1,311			1,315
Additional paid-in capital	349,392			354,563
Retained earnings, subject to certain restrictions	942,937			926,875
Accumulated other comprehensive loss	(3,000		)	(18,055		)
Treasury stock at cost, 4,752,480 and 4,866,480 shares, and other	(160,770		)	(165,686		)
Total stockholders’ equity	1,129,870			1,099,012
Total liabilities and stockholders’ equity	$	16,370,364		$	15,977,054

See accompanying notes to consolidated financial statements.

3

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

	Three Months Ended
	March 31,
(In thousands, except per-share data)		2008		2007
Interest income:
Loans and leases		$	211,777	$	201,605
Securities available for sale		28,279		25,105
Education loans held for sale		3,452		4,146
Investments		1,642		2,806
Total interest income		245,150		233,662
Interest expense:
Deposits		48,728		57,155
Borrowings		53,593		41,030
Total interest expense		102,321		98,185
Net interest income		142,829		135,477
Provision for credit losses		29,995		4,656
Net interest income after provision for credit losses		112,834		130,821
Non-interest income:
Fees and service charges		63,547		62,022
Card revenue		24,771		23,261
ATM revenue		7,970		8,749
Investments and insurance revenue		3,235		2,178
Subtotal		99,523		96,210
Leasing and equipment finance		12,134		14,001
Other		1,048		1,953
Fees and other revenue		112,705		112,164
Visa share redemption		8,308		—
Gains on sales of securities available for sale		6,286		—
Gains on sales of branches and real estate		—		31,173
Total non-interest income		127,299		143,337
Non-interest expense:
Compensation and employee benefits		88,718		88,093
Occupancy and equipment		32,413		30,451
Advertising and promotions		6,296		5,981
Other		36,335		35,315
Subtotal		163,762		159,840
Operating lease depreciation		4,514		4,360
Total non-interest expense		168,276		164,200
Income before income tax expense		71,857		109,958
Income tax expense		24,431		27,234
Net income		$	47,426	$	82,724
Net income per common share:
Basic		$	.38	$	.65
Diluted		$	.38	$	.65
Dividends declared per common share		$	.25	$	.2425
See accompanying notes to consolidated financial statements.

4

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
(In thousands)	2008			2007
Cash flows from operating activities:
Net income	$	47,426		$	82,724
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,146			15,953
Provision for credit losses	29,995			4,656
Proceeds from sales of education loans held for sale	24,491			24,776
Principal collected on education loans held for sale	894			1,468
Originations of education loans held for sale	(92,779		)	(90,200		)
Net (decrease) increase in other assets and accrued expenses and other liabilities	(9,318		)	44,227
Gains on sales of assets and deposits, net	(6,286		)	(31,173		)
Other, net	2,451			801
Total adjustments	(34,406		)	(29,492		)
Net cash provided by operating activities	13,020			53,232
Cash flows from investing activities:
Principal collected on loans and leases	785,330			843,909
Originations and purchases of loans	(892,846		)	(792,121		)
Purchases of equipment for lease financing	(197,323		)	(150,482		)
Proceeds from sales of securities available for sale	1,082,452			—
Proceeds from maturities of and principal collected on securities available for sale	60,619			60,293
Purchases of securities available for sale	(1,225,885		)	(100,422		)
Net increase in federal funds sold	—			(94,000		)
Purchases of Federal Home Loan Bank stock	(32,262		)	(17,800		)
Proceeds from redemptions of Federal Home Loan Bank stock	36,724			8,914
Proceeds from sales of real estate owned	8,169			7,283
Purchases of premises and equipment	(10,763		)	(21,459		)
Proceeds from sales of premises and equipment	250			4,809
Other, net	4,683			5,615
Net cash used by investing activities	(380,852		)	(245,461		)
Cash flows from financing activities:
Net increase in deposits	780,520			369,868
Sale of deposits, net	—			(213,294		)
Net decrease in short-term borrowings	(417,628		)	(166,737		)
Proceeds from long-term borrowings	5,040			394,910
Payments on long-term borrowings	(2,206		)	(203,978		)
Purchases of common stock	—			(28,022		)
Dividends paid on common stock	(31,554		)	(31,633		)
Stock compensation tax benefits	3,828			2,157
Other, net	2,829			2,480
Net cash provided by financing activities	340,829			125,751
Net decrease in cash and due from banks	(27,003		)	(66,478		)
Cash and due from banks at beginning of period	358,174			348,980
Cash and due from banks at end of period	$	331,171		$	282,502
Supplemental disclosures of cash flow information:
Cash paid for:
Interest on deposits and borrowings	$	98,637		$	92,601
Income taxes	$	9,967		$	244
Transfer of loans and leases to other assets	$	16,910		$	14,653
See accompanying notes to consolidated financial statements.

5

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(Unaudited)

												Accumulated
	Number of					Additional						Other			Treasury
	Common		Common			Paid-in			Retained			Comprehensive			Stock
(Dollars in thousands)	Shares Issued		Stock			Capital			Earnings			Loss			and Other			Total
Balance, December 31, 2006	131,660,749		$	1,317		$	343,744		$	784,011		$	(34,926	)	$	(60,772	)	$	1,033,374
Comprehensive income:
Net income	—		—			—			82,724			—			—			82,724
Other comprehensive income	—		—			—			—			2,688			—			2,688
Comprehensive income	—		—			—			82,724			2,688			—			85,412
Dividends on common stock	—		—			—			(31,633		)	—			—			(31,633		)
Repurchase of 1,060,000 shares	—		—			—			—			—			(28,022		)	(28,022		)
Issuance of 80,550 shares	—		—			(1,804		)	—			—			1,804			—
Cancellation of shares	(93,075	)	(1		)	(168		)	116			—			—			(53		)
Cancellation of shares for tax withholding	(46,832	)	(1		)	(1,290		)	—			—			—			(1,291		)
Amortization of stock compensation	—		—			1,972			—			—			—			1,972
Exercise of stock options, 7,333 shares	—		—			(75		)	—			—			167			92
Stock compensation tax benefits	—		—			2,157			—			—			—			2,157
Change in shares held in trust for deferred compensation plans, at cost	—		—			6,203			—			—			(6,203		)	—
Balance, March 31, 2007	131,520,842		$	1,315		$	350,739		$	835,218		$	(32,238	)	$	(93,026	)	$	1,062,008
Balance, December 31, 2007	131,468,699		$	1,315		$	354,563		$	926,875		$	(18,055	)	$	(165,686	)	$	1,099,012
Pension and postretirement measurement date change from adoption of SFAS 158	—		—			—			65			—			—			65
Subtotal	131,468,699		1,315			354,563			926,940			(18,055		)	(165,686		)	1,099,077
Comprehensive income:
Net income	—		—			—			47,426			—			—			47,426
Other comprehensive income	—		—			—			—			15,055			—			15,055
Comprehensive income	—		—			—			47,426			15,055			—			62,481
Dividends on common stock	—		—			—			(31,554		)	—			—			(31,554		)
Issuance of 101,000 shares	—		—			(2,617		)	—			—			2,617			—
Cancellation of shares	(12,500	)	—			(138		)	125			—			—			(13		)
Cancellation of shares for tax withholding	(390,523	)	(4		)	(6,200		)	—			—			—			(6,204		)
Amortization of stock compensation	—		—			2,093			—			—			—			2,093
Exercise of stock options, 13,000 shares	—		—			(173		)	—			—			335			162
Stock compensation tax benefits	—		—			3,828			—			—			—			3,828
Change in shares held in trust for deferred compensation plans, at cost	—		—			(1,964		)	—			—			1,964			—
Balance, March 31, 2008	131,065,676		$	1,311		$	349,392		$	942,937		$	(3,000	)	$	(160,770	)	$	1,129,870

See accompanying notes to consolidated financial statements.

6

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 the information and notes necessary for complete financial statements in conformity with generally accepted accounting principles.  The information 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, 2007 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.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  These estimates are based on information available to management at the time the estimates are made.  Actual results could differ from those estimates.  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring items, 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 consist of the following.

	At		At
	March 31,		December 31,
(In thousands)	2008		2007
Federal Home Loan Bank stock, at cost:
Des Moines	$	111,386	$	115,848
Chicago	4,617		4,617
Subtotal	116,003		120,465
Federal Reserve Bank stock, at cost	20,415		20,423
Interest-bearing deposits with banks and other	7,761		7,379
Total investments	$	144,179	$	148,267

The investments in Federal Home Loan Bank (“FHLB”) stock are required investments related to TCF’s borrowings from these banks.  FHLBs obtain their funding primarily through issuance of consolidated obligations of the Federal Home Loan Bank system.  The U.S. Government does not guarantee these obligations, and each of the 12 FHLBs are generally jointly and severally liable for repayment of each other’s debt.  Therefore, TCF’s investments in these banks could be adversely impacted by the financial operations of the FHLBs and actions by the Federal Housing Finance Board’s Office of Supervision.

7

(3)   Securities Available for Sale

Securities available for sale consist of the following.

	At March 31, 2008										At December 31, 2007
				Gross		Gross								Gross		Gross
	Amortized			Unrealized		Unrealized			Fair		Amortized			Unrealized		Unrealized			Fair
(Dollars in thousands)	Cost			Gains		Losses			Value		Cost			Gains		Losses			Value
Mortgage-backed securities:
U.S. Government sponsored enterprises and federal agencies	$	2,166,886		$	9,802	$	(3,300	)	$	2,173,388	$	1,975,817		$	2,493	$	(18,681	)	$	1,959,629
Other	3,807			—		(183		)	3,624		3,992			—		(190		)	3,802
Other securities	250			—		—			250		250			—		—			250
Total	$	2,170,943		$	9,802	$	(3,483	)	$	2,177,262	$	1,980,059		$	2,493	$	(18,871	)	$	1,963,681
Weighted-average yield	5.29		%								5.27		%

The following tables show the securities available for sale portfolio’s gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.  Unrealized losses on securities available for sale are due to changes in interest rates and not due to credit quality issues.  TCF has the ability and intent to hold these investments until a recovery of fair value.  Accordingly, TCF has concluded that no other-than-temporary impairment has occurred at March 31, 2008.

	At March 31, 2008
	Less than 12 months					12 months or more					Total
			Unrealized					Unrealized					Unrealized
(In thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Mortgage-backed securities:
U.S. Government sponsored enterprises and federal agencies	$	552,932	$	(1,040	)	$	216,413	$	(2,260	)	$	769,345	$	(3,300	)
Other	—		—			3,292		(183		)	3,292		(183		)
Total	$	552,932	$	(1,040	)	$	219,705	$	(2,443	)	$	772,637	$	(3,483	)
	At December 31, 2007
	Less than 12 months					12 months or more					Total
			Unrealized					Unrealized					Unrealized
(In thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Mortgage-backed securities:
U.S. Government sponsored enterprises and federal agencies	$	286,063	$	(190	)	$	977,511	$	(18,491	)	$	1,263,574	$	(18,681	)
Other	—		—			3,443		(190		)	3,443		(190		)
Total	$	286,063	$	(190	)	$	980,954	$	(18,681	)	$	1,267,017	$	(18,871	)

8

(4)   Loans and Leases

The following table sets forth information about loans and leases, excluding loans held for sale.

	At			At
	March 31,			December 31,			Percentage
(Dollars in thousands)	2008			2007			Change
Consumer home equity and other:
Home equity:
First mortgage lien	$	4,323,612		$	4,178,961		3.5	%
Junior lien	2,399,271			2,344,113			2.4
Total consumer home equity	6,722,883			6,523,074			3.1
Other	61,738			67,557			(8.6	)
Total consumer home equity and other	6,784,621			6,590,631			2.9
Commercial:
Commercial real estate:
Permanent	2,305,687			2,280,204			1.1
Construction and development	290,363			277,126			4.8
Total commercial real estate	2,596,050			2,557,330			1.5
Commercial business	535,014			558,325			(4.2	)
Total commercial	3,131,064			3,115,655			0.5
Leasing and equipment finance (1):
Equipment finance loans	635,368			604,185			5.2
Lease financings:
Direct financing leases	1,656,184			1,611,881			2.7
Sales-type leases	24,744			26,657			(7.2	)
Lease residuals	44,627			41,678			7.1
Unearned income and deferred lease costs	(180,141		)	(180,058		)	—
Total lease financings	1,545,414			1,500,158			3.0
Total leasing and equipment finance	2,180,782			2,104,343			3.6
Total consumer, commercial and leasing and equipment finance	12,096,467			11,810,629			2.4
Residential real estate	506,394			527,607			(4.0	)
Total loans and leases	$	12,602,861		$	12,338,236		2.1

(1)Operating leases of $68.3 million at March 31, 2008 and $71.1 million at December 31, 2007 are included in Other Assets on the Consolidated Statements of Financial Condition.

9

(5)   Long-term Borrowings

The following table sets forth information about long-term borrowings.

		At March 31, 2008				At December 31, 2007
				Weighted-				Weighted-
	Stated			Average				Average
(Dollars in thousands)	Maturity	Amount		Rate		Amount		Rate
Federal Home Loan Bank advances and securities sold under repurchase agreements	2009	$	117,000	5.26	%	$	117,000	5.26	%
	2010	100,000		6.02		100,000		6.02
	2011	200,000		4.85		200,000		4.85
	2015	1,400,000		4.16		1,400,000		4.16
	2016	1,100,000		4.49		1,100,000		4.49
	2017	1,250,000		4.60		1,250,000		4.60
Sub-total		4,167,000		4.49		4,167,000		4.49
Subordinated bank notes	2014	74,773		5.27		74,726		5.27
	2015	49,661		5.37		49,619		5.37
	2016	74,410		5.63		74,395		5.63
Sub-total		198,844		5.43		198,740		5.43
Discounted lease rentals	2008	18,233		6.91		24,318		7.13
	2009	16,795		6.78		15,439		7.10
	2010	8,066		6.64		6,681		6.98
	2011	2,140		6.75		1,732		7.00
	2012	381		6.62		276		6.98
Sub-total		45,615		6.80		48,446		7.09
Other borrowings	2008	2,219		4.50		2,226		4.51
	2009	966		5.00		966		5.00
Sub-total		3,185		4.65		3,192		4.66
Total long-term borrowings		$	4,414,644	4.55		$	4,417,378	4.56

Included in FHLB advances and repurchase agreements at March 31, 2008 were $717 million of FHLB advances, which are callable quarterly by the counterparties at par until maturity.  In addition, TCF has $1.9 billion of FHLB advances and $1.6 billion of repurchase agreements which contain one-time call provisions for various years from 2008 through 2011.  The probability that these advances and repurchase agreements will be called depends primarily on the level of related interest rates during the call period. If FHLB advances are called, replacement funding will be available from the FHLB at the then-prevailing market rate of interest for the term selected by TCF, subject to standard terms and conditions.

The following table represents the maturity of FHLB advances and repurchase agreements based on the next available call date, compared with the stated maturity date at March 31, 2008.

(Dollars in thousands)
Year	Next Call Date		Weighted-Average Rate		Stated Maturity		Weighted-Average Rate
2008	$	1,617,000	4.42	%	$	—	—	%
2009	1,000,000		4.45		117,000		5.26
2010	1,450,000		4.56		100,000		6.02
2011	100,000		4.82		200,000		4.85
2015	—		—		1,400,000		4.16
2016	—		—		1,100,000		4.49
2017	—		—		1,250,000		4.60
Total	$	4,167,000	4.49		$	4,167,000	4.49

10

(6)   Stockholders’ Equity

Treasury stock and other consists of the following.

	At			At
	March 31,			December 31,
(In thousands)	2008			2007
Treasury stock, at cost	$	(123,068	)	$	(126,020	)
Shares held in trust for deferred compensation plans, at cost	(37,702		)	(39,666		)
Total	$	(160,770	)	$	(165,686	)

(7)   Fair Value Measurement

Effective January 1, 2008, TCF adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. In accordance with the FASB Staff Position 157-2, Effective Date of SFAS No. 157, TCF has not applied the provisions of this statement to non-financial assets and liabilities such as real estate owned, repossessed assets and equipment held for sale.  SFAS 157 defines fair value and establishes a consistent framework for measuring fair value under GAAP and expands disclosure requirements for fair value measurements.  Fair values represent the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following is a description of valuation methodologies used for assets recorded at fair value on a recurring basis at March 31, 2008.

Securities available for sale

At March 31, 2008, securities available for sale consisted primarily of U.S. Government sponsored enterprise and federal agency mortgage-backed securities.  The fair value of available for sale securities are recorded using observable market prices from independent asset pricing services that are based on observable transactions, but not a quoted market.

Assets held in trust for deferred compensation

At March 31, 2008, assets held in trust for deferred compensation plans consisted of investments in publicly traded stock other than TCF stock and mutual funds. The fair value of these assets are based upon quotes from independent asset pricing services based on active markets.

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Fair value of assets measured on a recurring basis:

(in thousands)	Readily Available Market Prices (1)			Observable Market Prices (2)			Company Determined Market Prices (3)			Total at Fair Value
Securities available for sale:
Mortgage-backed securities:
U.S. Government sponsored enterprises and federal agencies		$	—		$	2,173,388		$	—		$	2,173,388
Other		—			—			3,624			3,624
Other securities		—			—			250			250
Assets held in trust for deferred compensation plans (4)		18,594			—			—			18,594
Total assets		$	18,594		$	2,173,388		$	3,874		$	2,195,856

(1)Considered Level 1 under SFAS 157.

(2)Considered Level 2 under SFAS 157.

(3)Considered Level 3 under SFAS 157 and is based on valuation models that use significant assumptions that are not observable in an active market.

(4)A corresponding liability is recorded in other liabilities for TCF’s obligation on these assets.

The change in the balance sheet carrying values associated with company determined market priced financial assets carried at fair value during the three months ended March 31, 2008 was not significant.

(8)   Stock Compensation

The following table reflects TCF’s restricted stock transactions under the TCF Financial Incentive Stock Program since December 31, 2007.

	Restricted Stock
			Weighted-Average
(Dollars in thousands)	Shares		Grant Date Fair Value
Outstanding at December 31, 2007	2,525,216			$	19.72
Granted	101,000			15.75
Forfeited	(12,500	)		25.93
Vested	(1,103,866	)		11.09
Outstanding at March 31, 2008	1,509,850			$	25.49

The following table reflects TCF’s stock option transactions under the TCF Financial Incentive Stock Program since December 31, 2007.

	Stock Options
						Weighted-Average
			Weighted-Average			Remaining Contractual
(Dollars in thousands)	Shares		Exercise Price			Term
Outstanding at December 31, 2007	144,050			$	13.91	1.32
Granted	1,626,000			15.75		9.75
Exercised	(13,000	)		12.56		—
Forfeited	(250	)		16.09		—
Outstanding at March 31, 2008	1,756,800			$	15.62	9.10
Exercisable at March 31, 2008	130,800			$	14.04	1.08

In January 2008, TCF issued 1,626,000 nonqualified stock options. These options have an exercise price of $15.75 per share, with 813,000 options exercisable in 2011, which expire in 2021 and the remaining 813,000 options exercisable in 2012, which expire in 2022. The weighted-average grant date fair value of stock options granted in January 2008 was $3.70 and $3.73, respectively.

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Unrecognized stock compensation for restricted stock and stock options was $18.8 million with a weighted-average remaining amortization period of 2.83 years at March 31, 2008.

The following table summarizes information about stock options outstanding at March 31, 2008.

	Stock Options Outstanding			Stock Options Exercisable
			Weighted-Average
		Weighted-Average	Remaining Contractual		Weighted-Average
Exercise price range	Shares	Exercise Price	Life in Years	Shares	Exercise Price
$10.91-$15.03	130,800	$         14.04	1.08	130,800	$         14.04
$15.75	1,626,000	$         15.75	9.75	—	$              —

The 130,800 exercisable stock options are accounted for using Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. TCF estimated the fair value of stock options granted during the first quarter of 2008 using a Black-Scholes option valuation model.  Additional valuation and related assumption information for TCF’s stock option plans are presented below.

Expected volatility	28.5	%
Weighted-average volatility	28.5	%
Expected dividends	3.5	%
Expected term (in years)	6.5 - 7
Risk-free rate	2.5 - 2.73	%

(9)Regulatory Capital Requirements

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 minimum and well-capitalized capital requirements.

					Minimum				Well-Capitalized
	Actual				Capital Requirement				Capital Requirement
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of March 31, 2008:
Tier 1 leverage capital
TCF	$	980,270	6.11	%	$	481,638	3.00	%	N.A.		N.A.
TCF National Bank	929,097		5.80		480,454		3.00		$	800,757	5.00	%
Tier 1 risk-based capital
TCF	980,270		8.34		470,401		4.00		705,602		6.00
TCF National Bank	929,097		7.92		469,206		4.00		703,809		6.00
Total risk-based capital
TCF	1,278,720		10.87		940,802		8.00		1,176,003		10.00
TCF National Bank	1,227,511		10.46		938,412		8.00		1,173,015		10.00
As of December 31, 2007:
Tier 1 leverage capital
TCF	$	964,467	6.16	%	$	469,914	3.00	%	N.A.		N.A.
TCF National Bank	900,864		5.76		468,806		3.00		$	781,343	5.00	%
Tier 1 risk-based capital
TCF	964,467		8.28		465,931		4.00		698,897		6.00
TCF National Bank	900,864		7.75		464,934		4.00		697,402		6.00
Total risk-based capital
TCF	1,245,808		10.70		931,863		8.00		1,164,829		10.00
TCF National Bank	1,182,196		10.17		929,869		8.00		1,162,336		10.00
N.A. Not Applicable.

At March 31, 2008, TCF, TCF National Bank and TCF National Bank Arizona exceeded their regulatory capital requirements and are considered “well-capitalized” under guidelines established by the Federal

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Reserve Board (“FRB”) and the OCC pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991.

(10)Employee Benefit Plans

The following tables set forth the net periodic benefit cost included in compensation and employee benefits expense for TCF’s Pension Plan and Postretirement Plan for the three months ended March 31, 2008 and 2007.

	Pension Plan							Postretirement Plan
	Three Months Ended March 31,							Three Months Ended March 31,
(In thousands)		2008			2007			2008		2007
Service cost		$	—		$	—		$	3	$	4
Interest cost		734			732			134		123
Expected return on plan assets		(1,265		)	(1,234		)	—		—
Amortization of transition obligation		—			—			1		25
Recognized actuarial loss		215			499			78		56
Settlement expense		178			350			—		—
Net periodic benefit cost (income)		$	(138	)	$	347		$	216	$	208

Statement of Financial Accounting Standards No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS 158) requires TCF to measure the funded status of the Pension and Postretirement Plans (the Plans) as of its fiscal year end, December 31st. Previously, TCF used September 30th as its measurement date. TCF adopted this requirement effective January 1, 2008 and selected the “15-month” approach under the measurement date transition provisions of SFAS 158. Under this approach, the Plans’ actuaries determine expense for the 15-month period from October 1, 2007 to December 31, 2008, excluding settlement expense. The 15-month expense is then allocated proportionately between amounts recognized as an adjustment to beginning retained earnings, net of tax, and net periodic benefit cost in 2008.  TCF recorded a $65 thousand credit to January 1, 2008 retained earnings for adoption of SFAS 158 under this approach.

TCF made no contributions to the Pension Plan during the first quarter of 2008 and 2007.  TCF is not required to make any contributions to the Pension Plan during 2008.  During the first quarter of 2008, TCF paid $310 thousand for benefits of the Postretirement Plan, compared with $325 thousand for the same 2007 period.

(11)Business Segments

Banking and leasing and equipment finance have been identified as reportable operating segments.  Banking includes the following operating units that provide financial services to customers: deposits and investment products, commercial banking, consumer lending and treasury services.  Management of TCF’s banking operations is organized by state.  The separate state operations have been aggregated for purposes of segment disclosures.  Leasing and equipment finance provides a broad range of leasing and equipment finance products addressing the financing needs of diverse businesses.  In addition, TCF’s bank holding company (“Parent Company”) and corporate functions provide data processing, bank operations and other professional services to the operating segments.

TCF evaluates performance and allocates resources based on the segments’ net income.  The business segments follow generally accepted accounting principles as described in the Summary of Significant Accounting Policies in the most recent Annual Report on Form 10-K.  TCF generally accounts for inter-segment sales and transfers at cost.

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The following table sets forth certain information for TCF’s reportable segments, including a reconciliation of TCF’s consolidated totals.  The “other” category in the tables below includes TCF’s parent company and corporate functions.

			Leasing and						Eliminations
			Equipment						and
(In thousands)	Banking		Finance			Other			Reclassifications			Consolidated
At or For the Three Months Ended March 31, 2008:
Revenues from external customers:
Interest income	$	204,217	$	40,933		$	—		$	—		$	245,150
Non-interest income	114,990		12,138			171			—			127,299
Total	$	319,207	$	53,071		$	171		$	—		$	372,449
Net interest income	$	124,048	$	18,955		$	(174	)	$	—		$	142,829
Provision for credit losses	26,267		3,728			—			—			29,995
Non-interest income	114,990		12,138			39,991			(39,820		)	127,299
Non-interest expense	151,179		16,813			40,104			(39,820		)	168,276
Income tax expense	22,163		3,827			(1,559		)	—			24,431
Net income	$	39,429	$	6,725		$	1,272		$	—		$	47,426
Goodwill	$	141,245	$	11,354					$	—		$	152,599
Total assets	$	15,878,805	$	2,353,261		$	144,919		$	(2,006,621	)	$	16,370,364
At or For the Three Months Ended March 31, 2007:
Revenues from external customers:
Interest income	$	199,415	$	34,247		$	—		$	—		$	233,662
Non-interest income	129,129		14,002			206			—			143,337
Total	$	328,544	$	48,249		$	206		$	—		$	376,999
Net interest income	$	120,780	$	14,875		$	(178	)	$	—		$	135,477
Provision for credit losses	5,514		(858		)	—			—			4,656
Non-interest income	129,129		14,002			38,948			(38,742		)	143,337
Non-interest expense	147,844		15,898			39,200			(38,742		)	164,200
Income tax expense	22,531		5,009			(306		)	—			27,234
Net income	$	74,020	$	8,828		$	(124	)	$	—		$	82,724
Goodwill	$	141,245	$	11,354		$	—		$	—		$	152,599
Total assets	$	14,450,334	$	2,008,361		$	127,152		$	(1,687,472	)	$	14,898,375

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(12)Earnings Per Common Share

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

	Three Months Ended
	March 31,
(Dollars in thousands, except share and per-share data)	2008			2007
Basic Earnings Per Common Share
Net income	$	47,426		$	82,724
Weighted-average shares outstanding	126,370,813			130,218,167
Restricted stock	(1,726,182		)	(2,541,921		)
Weighted-average common shares outstanding for basic earnings per common share	124,644,631			127,676,246
Basic earnings per common share	$	.38		$	.65
Diluted Earnings Per Common Share
Net income	$	47,426		$	82,724
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	124,644,631			127,676,246
Net dilutive effect of:
Restricted stock	445,730			145,851
Stock options	29,774			99,220
Weighted-average common shares outstanding for diluted earnings per common share	125,120,135			127,921,317
Diluted earnings per common share	$	.38		$	.65

All shares of restricted stock are deducted from weighted-average shares outstanding for the computation of basic earnings per common share.  Shares of performance-based restricted stock are included in the calculation of diluted earnings per common share, using the treasury stock method, at the beginning of the quarter in which the performance goals have been achieved.  All other shares of restricted stock, which vest over specified time periods, and stock options are included in the calculation of diluted earnings per common share, using the treasury stock method.

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(13)Comprehensive Income

Comprehensive income is the total of net income and other comprehensive income. The following table summarizes the components of comprehensive income.

	Three Months Ended March 31,
(In thousands)	2008			2007
Net income	$	47,426		$	82,724
Other comprehensive income:
Unrealized holding gains arising during the period on securities available for sale	28,983			3,219
Recognized pension and postretirement actuarial losses and transition obligation	472			930
Pension and postretirement measurement date change from adoption of SFAS 158	293			—
Reclassification adjustment for securities gains included in net income	(6,286		)	—
Income tax expense	(8,407		)	(1,461		)
Total other comprehensive income	15,055			2,688
Comprehensive income	$	62,481		$	85,412

(14)Other Expense

Other expense consists of the following.

	Three Months Ended March 31,
(In thousands)	2008			2007
Card processing and issuance	$	4,670		$	4,439
Deposit account losses	4,522			4,295
Postage and courier	3,358			3,512
Telecommunications	2,962			2,990
Office supplies	2,616			2,513
Foreclosed real estate, net	2,535			280
ATM processing	1,691			2,062
Federal deposit insurance and OCC assessments	955			805
Decrease in Visa indemnification liability	(3,766		)	—
Other	16,792			14,419
Total other expense	$	36,335		$	35,315

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TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial

Condition and Results of Operations

OVERVIEW

TCF Financial Corporation (“TCF” or the “Company”), a Delaware corporation, is a financial holding company based in Wayzata, Minnesota.  Its principal subsidiaries, TCF National Bank and TCF National Bank Arizona (“TCF Bank”), are headquartered in Minnesota and Arizona, respectively. TCF had 453 banking offices in Minnesota, Illinois, Michigan, Colorado, Wisconsin, Indiana and Arizona at March 31, 2008.

TCF provides convenient financial services through multiple channels in its primary banking markets.  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 branches, automated teller machine (“ATM”) networks and telephone and internet banking.  TCF’s philosophy is to generate interest income, fees and other revenue growth through business lines that emphasize higher yielding assets and low or no interest-cost deposits.  The Company’s growth strategies include new branch expansion, acquisitions and the development of new products and services.  New products and services are designed to build on existing businesses and expand into complementary products and services through strategic initiatives.

TCF’s core businesses include retail and small business banking, commercial banking, consumer lending, leasing and equipment finance, and investments and insurance services.  The retail banking business includes traditional and supermarket branches, campus banking, Express Teller® ATMs and Visa® cards.

Targeted new branch expansion is a part of TCF’s growth strategy for generating new deposit accounts and the related revenue that is associated with the accounts and other products.  New branches typically produce net losses during the first two to three years of operations before they become profitable, and therefore the level and timing of new branch expansion can have a significant impact on TCF’s profitability.

TCF’s lending strategy is to originate high credit quality, primarily secured, loans and leases. TCF’s largest core lending business is its consumer home equity loan operation, which offers fixed- and variable-rate loans and lines of credit secured by residential real estate properties.  Commercial loans are generally made on local properties or to local customers.  The leasing and equipment finance businesses consist of TCF Equipment Finance, Inc. (“TCF Equipment Finance”), a company that delivers equipment finance solutions to businesses in select markets and Winthrop Resources Corporation (“Winthrop Resources”), a company that primarily leases technology and data processing equipment.  TCF’s leasing and equipment finance businesses have equipment installations in all 50 states and, to a limited extent, in foreign countries.

Historically, TCF has originated education loans for resale.  As a result of Federal law changes and general market conditions, TCF will no longer be originating education loans.

As a primarily secured lender, TCF emphasizes credit quality over asset growth.  As a result, TCF’s credit losses are generally lower than those experienced by other banks.  The allowance for loan and lease losses, which is generally lower as a percent of loans and leases than the average in the banking industry, reflects the lower historical charge-offs and management’s expectation of the risk of loss incurred in the loan and lease portfolio.  See “Consolidated Financial Condition Analysis — Allowance for Loan and Lease Losses.”

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Net interest income, the difference between interest income earned on loans and leases, securities available for sale, investments and other interest-earning assets and interest paid on deposits and borrowings, represented 52.9% of TCF’s total revenue for the three months ended March 31, 2008.  Net interest income can change significantly from period to period based on general levels of interest rates, customer prepayment patterns, the mix of interest-earning assets and the mix of interest-bearing and non-interest bearing deposits and borrowings.  TCF manages the risk of changes in interest rates on its net interest income through an Asset/Liability Committee and through related interest-rate risk monitoring and management policies.

Non-interest income is a significant source of revenue for TCF and an important factor in TCF’s results of operations.  A key driver of non-interest income is the number of deposit accounts and related transaction activity.  Increasing fee and service charge revenue has been challenging as a result of slower growth in deposit accounts and changing customer behaviors.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Consolidated Non-Interest Income” for additional information.

The Company’s Visa debit card program has grown significantly since its inception in 1996.  TCF is the 12th largest issuer of Visa Classic debit cards in the United States, based on sales volume for the three months ended December 31, 2007, as published by Visa.  TCF earns interchange revenue from customer debit card transactions.

The following portions of the Management’s Discussion and Analysis of Financial Condition and Results of Operations focus in more detail on the results of operations for the three months ended March 31, 2008 and 2007 and on information about TCF’s balance sheet, credit quality, liquidity, funding resources, capital and other matters.

RESULTS OF OPERATIONS

Performance Summary

TCF reported diluted earnings per common share of 38 cents for the first quarter of 2008, compared with 65 cents for the same 2007 period.  Net income was $47.4 million for the first quarter of 2008, compared with $82.7 million for the same 2007 period.  The first quarter of 2008 included an $8.3 million pre-tax gain from Visa’s initial public offering, a $3.8 million pre-tax expense reduction related to a decrease in TCF’s estimated contingent obligation in regard to TCF’s Visa USA litigation indemnification and $6.3 million in pre-tax gains on sales of securities, for a combined after-tax impact of ten cents per diluted share.  Net income for the first quarter of 2007 included a $31.2 million pre-tax gain on the sale of ten out-state Michigan branches and an $8.5 million reduction of income tax expense related to a favorable settlement with the Internal Revenue Service, for a combined after-tax impact of 23 cents per diluted share.  TCF also recorded $30 million of provision for credit losses in the first quarter of 2008, as compared with $4.7 million in the first quarter of 2007.

For the first quarter of 2008, return on average assets was 1.18%, compared with 2.24% for the same 2007 period.  Return on average common equity was 17.08% for the first quarter of 2008, compared with 31.81% for the same 2007 period.

Operating Segment Results

See Note 11 of Notes to Consolidated Financial Statements for the financial results of TCF’s operating segments.

BANKING, consisting of deposits, investment products, commercial banking, small business banking, consumer lending and treasury services, reported net income of $39.4 million for the first quarter 2008, compared with $74 million for the same 2007 period.  Banking net interest income for the first quarter of 2008 was $124 million, up from $120.8 million for the same 2007 period.

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The provision for credit losses was $26.3 million for the first quarter of 2008, compared with $5.5 million for the same 2007 period.  The increase in the provision for credit losses for the first quarter of 2008 over the same 2007 period was primarily due to higher consumer home equity charge-offs and the resulting portfolio reserve rate increases and increased reserves for certain commercial loans.  Refer to the “Consolidated Provision for Credit Losses” section for further discussion.

Non-interest income totaled $115 million for the first quarter of 2008, down 10.9% from $129.1 million for the same 2007 period, primarily due to a $31.2 million gain on the sale of ten outstate Michigan branches that occurred in the first quarter of 2007, partially offset by an $8.3 million pre-tax gain from Visa’s initial public offering and $6.3 million in pre-tax gains on sales of securities in the first quarter of 2008.  Non-interest expense for the first quarter of 2008 was $151.2 million, compared with $147.8 million for the same 2007 period, primarily due to a $2.3 million increase in net foreclosed real estate expense and a $1.7 million increase in occupancy and equipment expense, primarily due to branch expansion, partially offset by a $3.8 million pre-tax reduction of TCF’s estimated contingent obligation related to the Visa USA Inc. litigation indemnification.

LEASING AND EQUIPMENT FINANCE, an operating segment composed of TCF’s wholly-owned subsidiaries TCF Equipment Finance and Winthrop Resources, provides a broad range of lease and equipment finance products. Leasing and equipment finance reported net income of $6.7 million for the first quarter of 2008, compared with $8.8 million for the same 2007 period.  Net interest income for the first quarter of 2008 was $19 million, compared to $14.9 million for the same 2007 period.

The provision for credit losses for this operating segment was $3.7 million for the first quarter of 2008, compared with a net credit of $858 thousand for the first quarter of 2007 primarily due to increased net charge-offs and reserves for certain loans and leases and a $2.1 million recovery in 2007 of a previously charged-off leveraged lease.

Non-interest income for the first quarter of 2008 totaled $12.1 million, compared with $14 million for the same 2007 period, due to a decrease in sales-type lease and operating lease revenues.  Leasing and equipment finance revenues may fluctuate from period to period based on customer driven factors not entirely within the control of TCF.  Non-interest expense totaled $16.8 million for the first quarter of 2008, compared with $15.9 million for the same 2007 period.

Consolidated Net Interest Income

Net interest income for the first quarter of 2008 was $142.8 million, up from $135.5 million for the first quarter of 2007 and $139.6 million from the fourth quarter of 2007.  The net interest margin for the first quarter of 2008 was 3.84%, compared with 4.00% for the same 2007 period and 3.83% for the fourth quarter of 2007.

The increase in net interest income from the first quarter of 2007 was primarily attributable to a $1.3 billion, or 9.3%, increase in average interest-earning assets, partially offset by a 16 basis point reduction in net interest margin.  The 16 basis point decrease in the net interest margin from the first quarter of 2007 was primarily due to funding growth in interest-earning assets with borrowings and a shift in deposit mix to higher cost deposits.

Net interest income increased $3.3 million or 2.3%, compared with the fourth quarter of 2007.  The increase in net interest income from the fourth quarter of 2007 was primarily due to a $398.7 million increase in interest-earning assets and a one basis point increase in net interest margin. The one basis point increase in net interest margin from the fourth quarter of 2007 was primarily due to declines in rates paid on deposits and borrowings exceeding declines in yields on interest-earning assets.  At April 1, 2008, $1.1 billion of variable rate consumer home equity loans were at their contractual interest rate floor compared with $388 million at January 1, 2008, which contributed to the improvement of the net interest margin during the first quarter of 2008.

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Achieving net interest income growth over time is primarily dependent on TCF’s ability to generate higher-yielding assets and lower-cost deposits. While interest rates and consumer preferences continue to change over time, TCF is currently liability sensitive as measured by its interest rate gap (the difference between interest-earning assets and interest-bearing liabilities maturing, repricing, or prepaying during the next twelve months). See “Consolidated Financial Condition Analysis — Deposits” and “Quantitative and Qualitative Disclosures about Market Risk” for further discussion on TCF’s interest-rate risk position.

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The following table summarizes TCF’s average balances, interest, dividends and yields and rates on major categories of TCF’s interest-earning assets and interest-bearing liabilities for the three months ended March 31, 2008 and 2007.

	Three Months Ended March 31,
	2008							2007
						Average							Average
						Yields							Yields
		Average				and			Average				and
(Dollars in thousands)		Balance		Interest (1)		Rates (2)			Balance		Interest (1)		Rates (2)
Assets:
Investments		$	150,659	$	1,642	4.38	%		$	231,256	$	2,806	4.91	%
Securities available for sale (3)		2,140,951		28,279		5.28			1,861,335		25,105		5.40
Education loans held for sale		215,434		3,452		6.44			201,924		4,146		8.33
Loans and leases:
Consumer home equity:
Fixed-rate		4,983,410		85,938		6.94			4,475,520		76,676		6.95
Variable-rate (4)		1,603,032		28,194		7.07			1,442,593		31,408		8.83
Consumer-other		44,008		980		8.96			41,853		1,021		9.89
Total consumer home equity and other		6,630,450		115,112		6.98			5,959,966		109,105		7.42
Commercial real estate:
Fixed- and adjustable-rate		1,975,344		31,244		6.36			1,732,636		27,236		6.38
Variable-rate (4)		591,071		8,778		5.97			645,047		12,281		7.72
Total commercial real estate		2,566,415		40,022		6.27			2,377,683		39,517		6.74
Commercial business:
Fixed- and adjustable-rate		177,691		2,755		6.24			163,014		2,606		6.48
Variable-rate (4)		365,997		5,373		5.90			391,113		7,247		7.51
Total commercial business		543,688		8,128		6.01			554,127		9,853		7.21
Leasing and equipment finance		2,140,695		40,933		7.65			1,837,964		34,247		7.45
Subtotal		11,881,248		204,195		6.90			10,729,740		192,722		7.27
Residential real estate		517,791		7,582		5.86			614,970		8,883		5.79
Total loans and leases (5)		12,399,039		211,777		6.86			11,344,710		201,605		7.19
Total interest-earning assets		14,906,083		245,150		6.60			13,639,225		233,662		6.92
Other assets (6)		1,228,970							1,162,261
Total assets		$	16,135,053						$	14,801,486
Liabilities and Stockholders’ Equity:
Non-interest bearing deposits:
Retail		$	1,415,379						$	1,532,150
Small business		565,148							596,460
Commercial and custodial		200,624							201,860
Total non-interest bearing deposits		2,181,151							2,330,470
Interest-bearing deposits:
Premier checking		1,008,802		4,057		1.62			1,073,500		8,206		3.10
Other checking		837,804		674		.32			824,512		534		.26
Subtotal		1,846,606		4,731		1.03			1,898,012		8,740		1.87
Premier savings		1,473,997		11,781		3.21			1,070,059		11,319		4.29
Other savings		1,251,053		3,007		.97			1,314,471		3,594		1.11
Subtotal		2,725,050		14,788		2.18			2,384,530		14,913		2.54
Money market		589,392		2,972		2.03			610,286		4,349		2.89
Subtotal		5,161,048		22,491		1.76			4,892,828		28,002		2.32
Certificates of deposit		2,500,362		26,237		4.21			2,513,838		29,153		4.70
Total interest-bearing deposits		7,661,410		48,728		2.56			7,406,666		57,155		3.13
Total deposits		9,842,561		48,728		1.99			9,737,136		57,155		2.38
Borrowings:
Short-term borrowings		399,023		3,610		3.64			87,928		1,172		5.41
Long-term borrowings		4,414,630		49,983		4.55			3,599,032		39,858		4.49
Total borrowings		4,813,653		53,593		4.48			3,686,960		41,030		4.51
Total interest-bearing liabilities		12,475,063		102,321		3.30			11,093,626		98,185		3.59
Total deposits and borrowings		14,656,214		102,321		2.81			13,424,096		98,185		2.96
Other liabilities		368,216							337,178
Total liabilities		15,024,430							13,761,274
Stockholders’ equity		1,110,623							1,040,212
Total liabilities and stockholders’ equity		$	16,135,053						$	14,801,486
Net interest income and margin				$	142,829	3.84	%				$	135,477	4.00	%

(1)  Tax-exempt income was not significant and thus yields on interest-earning assets and net interest margin have not been presented on a tax equivalent basis. Tax-exempt income of $548,000 and $368,000 was recognized during the three months ended March 31, 2008 and 2007, respectively.

(2)  Annualized.

(3)  Average balances and yields of securities available for sale are based upon the historical amortized cost.

(4)  Certain variable-rate loans have contractual interest rate floors.

(5)  Average balances of loans and leases includes non-accrual loans and leases, and are presented net of unearned income.

(6)  Includes operating leases.

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Consolidated Provision for Credit Losses

TCF recorded provision expense of $30 million in the first quarter of 2008, compared with $4.7 million for the same 2007 period. The increase in the provision for credit losses for the first quarter of 2008 is primarily due to higher consumer home equity net charge-offs and the resulting portfolio reserve rate increases and higher reserves for certain commercial loans, primarily in Michigan, and a $2.1 million recovery in the first quarter of 2007 of a previously charged-off leveraged lease.  TCF’s credit performance continues to be impacted by the negative effect of the depressed housing market and the slowing economy.  Net loan and lease charge-offs were $13.5 million, or .44% of average loans and leases (annualized) in the first quarter of 2008, compared with $13.8 million, or .46% (annualized) for the fourth quarter of 2007 and $2.7 million, or .10% (annualized) for the first quarter of 2007.  Consumer home equity net charge-offs for the first quarter of 2008 were $9 million, an increase of $2.3 million from the fourth quarter of 2007 and $5.8 million from the first quarter of 2007. The higher consumer home equity net charge-offs were primarily due to the residential real estate market conditions in Minnesota and Michigan.  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 estimate which involves a number of factors such as historical trends in 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.  Also 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.  Total non-interest income was $127.3 million for the first quarter of 2008, compared with $143.3 million for the same 2007 period.

Fees and Service Charges

Fees and service charges totaled $63.5 million for the first quarter of 2008, up from $62 million for the same 2007 period primarily due to increased deposit service fees. Excluding the Michigan branches sold in 2007, banking fees and service charges increased 4.2%.  Fees and service charges may be impacted by declines in average deposit balances.

Card Revenues

Card revenues totaled $24.8 million for the first quarter of 2008, up 6.5% over the same 2007 period.  This increase was primarily due to increased sales volume primarily as a result of increases in customer transactions.

	Three Months Ended
	March 31,						Change
(Dollars in thousands)	2008			2007			Amount			%
Average active card users	803,325			814,520			(11,195		)	(1.4	)
Average number of transactions per card per month	19.5			18.3			1.2			6.6
Sales volume	$	1,759,476		$	1,657,129		$	102,347		6.2
Average transaction size (in dollars)	$	37		$	37		$	—		—
Average interchange rate	1.33		%	1.33		%				—	bps

ATM Revenue

For the first quarter of 2008, ATM revenue was $8 million, compared with $8.7 million for the same 2007 period.  The decline in ATM revenue was primarily attributable to a continued decline in fees charged to TCF customers for the use of non-TCF ATM machines caused by changes in customer ATM usage behavior.

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Leasing and Equipment Finance Revenue

Leasing and equipment finance revenues totaled $12.1 million for the first quarter of 2008, compared with $14 million for the same 2007 period.  The decrease in leasing and equipment finance revenues from the first quarter of 2007 was due to lower sales-type lease revenue and operating lease revenue. Leasing and equipment finance revenues may fluctuate from period to period based on customer driven factors not entirely within the control of TCF.

Visa Share Redemption

During the first quarter of 2008, Visa completed its initial public offering (IPO). As part of the IPO, Visa redeemed a portion of the shares held by Visa USA members for cash. TCF received $8.3 million from this redemption and recorded a gain.  As of March 31, 2008, TCF holds 308,219 shares of Visa Inc. Class B shares with no book value that are restricted from sale, other than to other Visa members, and are subject to dilution as a result of TCF’s indemnification obligation.  TCF remains obligated to indemnify Visa under its bylaws and a retrospective responsibility plan for losses in connection with certain covered litigation.

Gains on Sales of Securities Available for Sale

Gains on sales of securities available for sale were $6.3 million for the first quarter of 2008 on sales of $799.3 million of mortgage-backed securities and $174.9 million of treasury bills. There were no such sales in the same period of 2007.

Gains on Sales of Branches and Real Estate

During the first quarter of 2007, TCF sold the deposits and facilities of ten out-state branches in Michigan and recognized a $31.2 million gain. There were no sales of branches or real estate in the first quarter of 2008.

Consolidated Non-Interest Expense

Non-interest expense totaled $168.3 million for the first quarter of 2008, up $4.1 million, or 2.5%, from $164.2 million for the same 2007 period.

Compensation and Employee Benefits

Compensation and employee benefits expense continue to be well controlled and totaled $88.7 million for the first quarter of 2008, up $625 thousand, or .7%, over the first quarter of 2007.

Occupancy and Equipment

Occupancy and equipment expense totaled $32.4 million for the first quarter of 2008, compared with $30.5 million for the same 2007 period. The increase in occupancy and equipment expense during the first quarter of 2008 was primarily due to $930 thousand in costs associated with branch expansion, $600 thousand in exit costs associated with the planned closure and consolidation of 12 Colorado supermarket branches into nearby traditional branches and increased weather-related branch operating costs.  TCF expects to recognize another $355 thousand in exit related costs due to the Colorado supermarket branch closures in the second quarter of 2008.

Other Expense

Other expense, excluding the reduction in the Visa indemnification expense, increased $4.8 million, or 13.6%, from the first quarter of 2007, primarily due to a $2.3 million increase in net foreclosed real estate expense due to higher losses on foreclosed real estate in 2008 and a $555 thousand recovery on the redemption of a commercial real estate property in 2007 and a $661 thousand increase in reserves for potential losses on unused consumer home equity lines of credit.

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As part of the IPO, Visa set aside a cash escrow fund for future settlement of covered litigation. As a result, TCF recorded a $3.8 million reduction in its contingent indemnification obligation established in the fourth quarter of 2007. At March 31, 2008, TCF’s estimated remaining Visa contingent indemnification obligation was $3.9 million.

Income Taxes

TCF recorded income tax expense of $24.4 million for the first quarter of 2008, or 34% of income before income tax expense, compared with $27.2 million, or 24.8% of income before income tax expense, for the comparable 2007 period.  Income tax expense for the first quarter of 2007 includes an $8.5 million reduction of income tax expense related to a favorable settlement with the Internal Revenue Service.

TCF has a Real Estate Investment Trust (“REIT”) and a related foreign operating company (“FOC”) that acquire, hold and manage real estate loans and other assets.  These companies are consolidated with TCF Bank and are included in the consolidated financial statements of TCF Financial Corporation.  The REIT and related companies must meet specific provisions of the Internal Revenue Code and state tax laws.  If these companies fail to meet any of the required provisions of federal and state tax laws, TCF’s tax expense would increase significantly.  TCF’s FOC operates under income tax laws in certain states (including Minnesota and Illinois) that recognize FOCs.  The taxation of REITs and FOCs is and has been the subject of federal and state audits, litigation with state taxing authorities and tax policy debates by various state legislatures.  Illinois passed legislation in 2007 that will reduce or eliminate TCF’s REIT and FOC tax benefits in the future.  Certain states, including Minnesota, have proposed legislation that, if enacted, would eliminate tax deductions that TCF is entitled to under current tax laws and thus would significantly increase TCF’s state income tax expense.

The determination of current and deferred income taxes is a critical accounting estimate which is based on complex analyses of many factors including interpretation of federal and state income tax laws, the evaluation of uncertain tax positions, differences between the tax and financial reporting bases 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 assurance 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 tax law 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 federal and state income tax rates expected to apply to taxable income in the periods in which the deferred income tax assets or liabilities are expected to be realized.  If such rates change, deferred income tax assets and liabilities must be adjusted in the period of change through a charge or credit to the Consolidated Statements of Income. Also, if current income tax rates change, the impact on the annual effective income tax rate is applied year-to-date in the period of enactment.

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CONSOLIDATED FINANCIAL CONDITION ANALYSIS

Securities Available for Sale

The Company purchased $1.2 billion and $100.4 million of securities available for sale during the first three months of 2008 and 2007, respectively.  TCF sold $974.2 million of securities available for sale during the first three months of 2008 compared with no such sales in the same 2007 period.  At March 31, 2008, the unrealized pre-tax gain on TCF’s securities available for sale portfolio was $6.3 million, compared with a pre-tax loss of $16.4 million at December 31, 2007, primarily due to decreases in long-term market interest rates.

Loans and Leases

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

	At			At
	March 31,			December 31,			Percentage
(Dollars in thousands)	2008			2007			Change
Consumer home equity and other:
Home equity:
First mortgage lien	$	4,323,612		$	4,178,961		3.5	%
Junior lien	2,399,271			2,344,113			2.4
Total consumer home equity	6,722,883			6,523,074			3.1
Other	61,738			67,557			(8.6	)
Total consumer home equity and other	6,784,621			6,590,631			2.9
Commercial:
Commercial real estate:
Permanent	2,305,687			2,280,204			1.1
Construction and development	290,363			277,126			4.8
Total commercial real estate	2,596,050			2,557,330			1.5
Commercial business	535,014			558,325			(4.2	)
Total commercial	3,131,064			3,115,655			0.5
Leasing and equipment finance (1):
Equipment finance loans	635,368			604,185			5.2
Lease financings:
Direct financing leases	1,656,184			1,611,881			2.7
Sales-type leases	24,744			26,657			(7.2	)
Lease residuals	44,627			41,678			7.1
Unearned income and deferred costs	(180,141		)	(180,058		)	—
Total lease financings	1,545,414			1,500,158			3.0
Total leasing and equipment finance	2,180,782			2,104,343			3.6
Total consumer, commercial and leasing and equipment finance	12,096,467			11,810,629			2.4
Residential real estate	506,394			527,607			(4.0	)
Total loans and leases	$	12,602,861		$	12,338,236		2.1

(1)Operating leases of $68.3 million at March 31, 2008 and $71.1 million at December 31, 2007 are included as a component of Other Assets on the Consolidated Statements of Financial Condition.

At March 31, 2008, approximately 27% of TCF’s consumer and commercial loans consisted of variable-rate loans, compared with 26% at December 31, 2007.  Variable-rate consumer loans have interest rates tied to the prime rate, while variable-rate commercial loans (consisting of commercial real estate and commercial business loans) have interest rates tied to either the prime rate or LIBOR.  In addition, to the extent these loans have interest rate floors, a decrease in interest rates may not result in a change in the interest rate on the variable-rate loan.  At April 1, 2008, $1.1 billion of variable rate consumer home equity loans were at their contractual interest rate floor compared with $388 million at January 1, 2008.  Substantially all leasing and equipment finance loans have fixed interest rates.  All residential real estate loans have fixed or adjustable interest rates.

Approximately 77% of the consumer home equity portfolio at March 31, 2008 consisted of closed-end loans, compared with 78% at December 31, 2007.  In addition, approximately 25% of the consumer home equity portfolio at March 31, 2008, carries a variable interest rate tied to the prime rate, compared with 24% at December 31, 2007.  TCF’s consumer home equity lines of credit require regular payments of interest and do

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not require regular payments of principal.  Consumer home equity lines of credit outstanding were $1.5 billion at March 31, 2008, compared with $1.4 billion at December 31, 2007.

TCF continues to expand its commercial business and commercial real estate lending activity generally to borrowers located in its primary markets.  With a focus on secured lending, approximately 99% of TCF’s commercial real estate and commercial business loans at March 31, 2008, were secured either by real estate or other business assets.  At March 31, 2008, approximately 93% of TCF’s commercial real estate loans outstanding were secured by real estate located in its primary markets.

The leasing and equipment finance backlog of approved transactions was $315.2 million at March 31, 2008, up from $292.5 million at December 31, 2007.

Allowance for Loan and Lease Losses

Credit risk is the risk of loss from customer default on a loan or lease.  TCF has 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 collateral values, general economic conditions and other factors.  The determination of the allowance for loan and lease losses is a critical accounting estimate which involves 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 inherent in the current loan and lease portfolio.  The Company considers the allowance for loan and lease losses of $97.4 million appropriate to cover losses incurred in the loan and lease portfolios as of March 31, 2008.  However, no assurance can be given that TCF will not, in any particular period, sustain loan and lease losses that are sizable 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, TCF’s ongoing credit review process or regulatory requirements, 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 current adequacy of the allowance for loan and lease losses by increasing credit risk and the risk of potential loss.

The next several pages include detailed information regarding TCF’s allowance for loan and lease losses, net charge-offs, non-performing assets, past due loans and leases and potential problem loans and leases.  Included in this data are numerous portfolio ratios that must be carefully reviewed and related to the nature of the underlying loans and lease portfolios before appropriate conclusions can be reached regarding TCF or for purposes of making comparisons to other banks.  Most of TCF’s non-performing assets and past due loans are secured by real estate.  Given the nature of these assets and the related mortgage foreclosure, property sale and, if applicable, mortgage insurance claims processes, it can take 18 months or longer for a loan to migrate from initial delinquency to final disposition.  This resolution process generally takes much longer for loans secured by real estate than for unsecured loans or loans secured by other property primarily due to state real estate foreclosure laws.

The following table sets forth information detailing the allowance for loan and lease losses.

	At or For the Three
	Months Ended March 31,
(Dollars in thousands)	2008			2007
Balance at beginning of period	$	80,942		$	58,543
Charge-offs	(17,822		)	(9,232		)
Recoveries	4,275			6,516
Net charge-offs	(13,547		)	(2,716		)
Provision for credit losses	29,995			4,656
Balance at end of period	$	97,390		$	60,483

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TCF’s methodologies for determining and allocating the allowance for loan and lease losses focus on ongoing reviews of larger individual loans and leases, historical net charge-offs, delinquencies in the loan and lease portfolio, the level of impaired and non-performing assets, values of underlying loan and lease collateral, the overall risk characteristics of the portfolios, changes in character or size of the portfolios, geographic location, prevailing economic conditions and other relevant factors. The various factors used in the methodologies are reviewed on a periodic basis.  The total allowance for loan and lease losses is generally available to absorb losses from any segment of the portfolio.  The allocation of TCF’s allowance for loan and lease losses disclosed in the following table is subject to change based on the changes in criteria used to evaluate the allowance and is not necessarily indicative of the trend of future losses in any particular portfolio.

The allocation of TCF’s allowance for loan and lease losses is as follows.

	At March 31, 2008						At December 31, 2007
	Allowance for				Allowance		Allowance for				Allowance
	Loan and		Total Loans		as a % of		Loan and		Total Loans		as a % of
(Dollars in thousands)	Lease Losses		and Leases		Balance		Lease Losses		and Leases		Balance
Consumer home equity	$	38,891	$	6,722,883	.58	%	$	30,951	$	6,523,074	.47	%
Consumer other	1,893		61,738		3.07		2,059		67,557		3.05
Total consumer home equity and other	40,784		6,784,621		.60		33,010		6,590,631		.50
Commercial real estate	33,051		2,596,050		1.27		25,891		2,557,330		1.01
Commercial business	6,912		535,014		1.29		7,077		558,325		1.27
Total commercial	39,963		3,131,064		1.28		32,968		3,115,655		1.06
Leasing and equipment finance	15,942		2,180,782		.73		14,319		2,104,343		.68
Residential real estate	701		506,394		.14		645		527,607		.12
Total allowance balance	$	97,390	$	12,602,861	.77		$	80,942	$	12,338,236	.66

The increase in the allowance for commercial real estate was primarily due to increases in reserves for certain loans in Michigan.

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

	Three Months Ended
	March 31, 2008				March 31, 2007
			% of Average					% of Average
	Net		Loans and		Net			Loans and
(Dollars in thousands)	Charge-offs		Leases (1)		Charge-offs			Leases (1)
Consumer home equity
First mortgage lien	$	4,040	.38	%	$	1,413		.15	%
Junior lien	4,973		.84		1,849			.35
Total consumer home equity	9,013		.55		3,262			.22
Consumer other	1,195		N.M.		(287		)	N.M.
Total consumer home equity and other	10,208		.62		2,975			.20
Commercial real estate	466		.07		403			.07
Commercial business	597		.44		148			.11
Total commercial	1,063		.14		551			.08
Leasing and equipment finance	2,105		.39		(838		)	(.18	)
Residential real estate	171		.13		28			.02
Total	$	13,547	.44		$	2,716		.10
(1)  Annualized.
N.M. Not Meaningful.

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Non-Performing Assets

Non-performing assets consist of non-accrual loans and leases and other real estate owned.  Approximately 52% of non-performing assets at March 31, 2008 consisted of, or were secured by, residential real estate.

Non-performing assets are summarized in the following table.

	At			At
	March 31,			December 31,
(Dollars in thousands)	2008			2007			Change
Non-accrual loans and leases:
Consumer home equity
First mortgage lien	$	28,412		$	20,776		$	7,636
Junior lien	7,434			5,391			2,043
Total consumer home equity	35,846			26,167			9,679
Consumer other	13			6			7
Total consumer home equity and other	35,859			26,173			9,686
Commercial real estate	34,300			19,999			14,301
Commercial business	2,350			2,658			(308		)
Total commercial	36,650			22,657			13,993
Leasing and equipment finance	10,726			8,050			2,676
Residential real estate	2,991			2,974			17
Total non-accrual loans and leases	86,226			59,854			26,372
Other real estate owned:
Residential real estate	30,415			28,752			1,663
Commercial real estate	17,400			17,013			387
Total other real estate owned	47,815			45,765			2,050
Total non-performing assets	$	134,041		$	105,619		$	28,422
Non-performing assets as a percentage of:
Net loans and leases	1.07		%	.86		%	21		bps
Total assets	.82			.66			16

The increase in non-accrual loans and leases from December 31, 2007 was primarily due to an increase in Michigan commercial real estate non-accrual loans and increased consumer non-accrual loans.  Other real estate owned increased $2.1 million from December 31, 2007, primarily due to increased residential properties.

Non-accrual loans are expected to continue to increase, especially for first mortgage lien positions, during the remainder of the year.  This expectation is primarily based on the length of the foreclosure process, particularly in Illinois, and the outlook for the housing market.

Impaired Loans

Impaired loans are summarized in the following table.

	At		At
	March 31,		December 31,
(Dollars in thousands)	2008		2007		Change
Non-accrual loans:
Consumer home equity	$	2,483	$	967	$	1,516
Commercial real estate	34,300		19,999		14,301
Commercial business	2,350		2,658		(308		)
Total commercial	36,650		22,657		13,993
Leasing and equipment finance	4,127		2,113		2,014
Subtotal	43,260		25,737		17,523
Accruing restructured consumer home equity	15,120		4,861		10,259
Total impaired loans	$	58,380	$	30,598	$	27,782

The increase in impaired loans from December 31, 2007 was primarily due to a $14.3 million increase in commercial real estate non-accrual loans and an increase of $10.3 million of restructured consumer loans that

29

are accruing (troubled debt restructurings). The allowance for loan and lease losses for impaired loans was $12.1 million at March 31, 2008, compared with $2.7 million at December 31, 2007.  The average balance of impaired loans during the three months ended March 31, 2008 was $40.3 million, compared with $25.3 million during the three months ended December 31, 2007.

Past Due Loans and Leases

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

	At March 31, 2008			At December 31, 2007
	Principal	Percentage of		Principal	Percentage of
(Dollars in thousands)	Balances	Loans and Leases		Balances	Loans and Leases
Accruing loans and leases delinquent for:
30-59 days	$      57,390	.45	%	$      46,748	.38	%
60-89 days	23,409	.19		20,445	.17
90 days or more	23,538	.19		15,384	.12
Total	$    104,337	.83	%	$      82,577	.67	%

The following table summarizes TCF’s over 30-day delinquent loan and lease portfolio by loan type, excluding loans held for sale and non-accrual loans and leases.

	At March 31, 2008			At December 31, 2007
	Principal	Percentage of		Principal	Percentage of
(Dollars in thousands)	Balances	Portfolio		Balances	Portfolio
Consumer home equity
First mortgage lien	$      50,097	1.17	%	$      31,784	.76	%
Junior lien	15,378	.64		12,289	.53
Total consumer home equity	65,475	.98		44,073	.68
Consumer other	342	.55		377	.56
Total consumer home equity and other	65,817	.98		44,450	.68
Commercial real estate	7,888	.31		11,382	.45
Commercial business	527	.10		1,071	.19
Total commercial	8,415	.27		12,453	.40
Leasing and equipment finance	19,956	.92		15,691	.75
Residential real estate	10,149	2.02		9,983	1.90
Total	$    104,337	.83	%	$      82,577	.67	%

Potential Problem Loans and Leases

In addition to the non-performing assets, there were $102.1 million of loans and leases at March 31, 2008, for which management has concerns regarding the ability of the borrowers to meet existing repayment terms, up from $60.1 million at December 31, 2007.  The increase in potential problem loans and leases is primarily due to two commercial business loans totaling $24.4 million and an increase of $10.3 million of accruing restructured consumer home equity loans. The two commercial business loans were made to companies of a non-executive director of TCF and were downgraded due to the borrower’s exposure to the housing market, not their ability to repay.   Potential problem loans and leases are primarily 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 delinquent, non-performing or impaired.  Additionally, these loans and leases are generally secured by commercial or residential real estate or other assets, thus reducing the potential for loss should they become non-performing.  Potential problem loans and leases are considered in the determination of the adequacy of the allowance for loan and lease losses.

30

Potential problem loans and leases are summarized as follows.

	At March 31, 2008				At December 31, 2007
	Principal		Percentage of		Principal		Percentage of
(Dollars in thousands)	Balances		Portfolio		Balances		Portfolio
Consumer home equity (1)	$	15,120	.22	%	$	4,861	.07	%
Commercial real estate	36,172		1.39		31,511		1.23
Commercial business	34,787		6.50		8,695		1.56
Leasing and equipment finance	16,010		.73		15,015		.71
Total	$	102,089	.84		$	60,082	.51
(1)  Consists of certain loans with restructured terms.

Deposits

Checking, savings and money market deposits are an important source of low-cost funds and fee income for TCF.   Deposits increased in all major categories and totaled $10.4 billion at March 31, 2008, up from $9.6 billion at December 31, 2007.  TCF’s weighted-average rate for deposits, including non-interest bearing deposits, was 1.64% at March 31, 2008, compared with 2.18% at December 31, 2007. The decrease in the weighted-average rate for deposits was due to pricing decisions made by management as a result of declining interest rates during the first quarter 2008.

Branches

During the first quarter of 2008, TCF opened three new branches, consisting of two traditional branches and one supermarket branch.  TCF also closed and consolidated one traditional branch and two supermarket branches into nearby branches to improve operating efficiencies.  Since January 2003, TCF has now opened 118 new branches, representing 26% of TCF’s 453 total branches.

During the remainder of 2008, TCF plans to open eight additional branches, consisting of three traditional branches and five supermarket branches.  To improve the customer experience and enhance deposit growth, TCF intends to relocate four branches to improved locations and facilities, including three traditional branches and one supermarket branch, and to remodel 19 supermarket branches and one campus branch during the remainder of 2008.  As part of improving operating efficiencies, TCF decided to close and consolidate 12 Colorado supermarket branches into nearby traditional branches by July 2008.

Additional information regarding the results of TCF’s new branches opened since January 1, 2003 is displayed in the table below.

	At March 31,							Increase
(Dollars in thousands)	2008				2007			(Decrease)		% Change
Number of new branches
Traditional	73				63			10		15.9	%
Supermarket	35				30			5		16.7
Campus	10				7			3		42.9
Total	118				100			18		18.0
Percent of total branches	26.0			%	22.6		%
Deposits:
Checking	$	310,827			$	221,547		$	89,280	40.3	%
Savings	353,336				223,541			129,795		58.1
Money market	40,751				30,253			10,498		34.7
Subtotal	704,914				475,341			229,573		48.3
Certificates of deposits	343,530				337,735			5,795		1.7
Total deposits	$		1,048,444		$	813,076		$	235,368	28.9
Total banking fees and other revenue (quarter ended)	$		14,556		$	10,705		$	3,851	36.0

31

Borrowings

Borrowings totaled $4.6 billion at March 31, 2008, down $420.4 million from December 31, 2007.  The weighted-average rate on borrowings was 4.51% at March 31, 2008, unchanged from December 31, 2007.  Historically, TCF has borrowed primarily from the FHLB, from institutional sources under repurchase agreements and from other sources. At March 31, 2008, TCF had $2.3 billion in unused capacity at the FHLB of Des Moines and $1.2 billion of active, unsecured federal funds purchased lines which are not contractually committed.  See Note 5 of Notes to Consolidated Financial Statements for more information on TCF’s long-term borrowings.

Effective March 27, 2008, TCF Financial Corporation (parent company only) renewed its unsecured line of credit, with the amount of the line decreasing from $80 million to $50 million. The amended and restated line of credit matures in April 2009. This line of credit contains certain covenants common to such agreements. TCF is in compliance with its covenants under the credit agreement.  The interest rate on the line of credit is based on either the prime rate or LIBOR.  TCF has the option to select the interest rate index and term for advances on the line of credit.  The line of credit may be used for appropriate corporate purposes.  TCF had $15 million outstanding on its bank line of credit at March 31, 2008, compared with $9.5 million at December 31, 2007.

Contractual Obligations and Commitments

TCF has certain obligations and commitments to make future payments under contracts.  At March 31, 2008, the aggregate contractual obligations (excluding bank deposits) and commitments are as follows.

(In thousands)	Payments Due by Period
			Less than		1-3		4-5		After 5
Contractual Obligations	Total		1 year		Years		Years		Years
Total borrowings (1)	$	4,553,086	$	163,996	$	438,826	$	1,420	$	3,948,844
Annual rental commitments under non-cancelable operating leases	213,082		26,560		48,383		40,026		98,113
Campus marketing agreements	48,634		3,558		5,743		5,318		34,015
Construction contracts and land purchase commitments for future branch sites	7,882		7,882		—		—		—
Visa indemnification obligation (2)	3,930		—		3,930		—		—
	$	4,826,614	$	201,996	$	496,882	$	46,764	$	4,080,972
(In thousands)	Amount of Commitment - Expiration by Period
			Less than		1-3		4-5		After 5
Commitments	Total		1 year		Years		Years		Years
Commitments to lend:
Consumer home equity and other	$	1,922,170	$	13,236	$	27,775	$	218,580	$	1,662,579
Commercial	571,842		316,404		201,868		33,231		20,339
Leasing and equipment finance	90,874		90,874		—		—		—
Other	7,499		7,499		—		—		—
Total commitments to lend	2,592,385		428,013		229,643		251,811		1,682,918
Standby letters of credit and guarantees on industrial revenue bonds	84,170		54,853		22,498		6,257		562
	$	2,676,555	$	482,866	$	252,141	$	258,068	$	1,683,480
(1)  Total borrowings excludes interest.
(2)  The exact date of the payment can not be determined. Any payments of this obligation are expected to be made within three years.

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,

32

the total commitment amounts do not necessarily represent future cash requirements. Collateral predominantly consists of residential and commercial real estate.  Campus marketing agreements consist of fixed or minimum obligations for exclusive marketing and naming rights with ten campuses.  TCF is obligated to make various annual payments for these rights in the form of royalties and scholarships through 2029.  TCF also has various renewal options, which may extend the terms of these agreements.  Campus marketing agreements are an important element of TCF’s campus banking strategy.

Standby letters of credit and guarantees on industrial revenue bonds are conditional commitments issued by TCF guaranteeing the performance of a customer to a third party.  These conditional commitments expire in various years through the year 2018.  The assets held as collateral primarily consist of commercial real estate mortgages.  Since the conditions under which TCF is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

Stockholders’ Equity

Stockholders’ equity at March 31, 2008 was $1.1 billion, or 6.90% of total assets, compared with 6.88% at December 31, 2007.  At March 31, 2008, TCF had 5.4 million shares in its stock repurchase program authorized by its Board of Directors. TCF continues to be a well-capitalized financial institution. Given current market and economic conditions, TCF believes it is prudent to preserve its capital. As a result, TCF is not repurchasing shares. No repurchases of common stock were made in the first quarter of 2008, compared with 100,000 shares repurchased in the fourth quarter of 2007. On April 21, 2008, TCF declared a regular quarterly dividend of 25 cents per common share, payable on May 30, 2008 to shareholders of record as of May 2, 2008.

TCF continually evaluates the efficiency of its capital structure and is currently considering issuing trust-preferred securities, which would be included in regulatory capital. Funds obtained from such issuance would be used for general corporate purposes, including potential repurchases of common stock in the open market.

Recent Accounting Developments

None.

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.

Forward-Looking Information

This quarterly report on Form 10-Q 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 and 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; an inability to increase the number of deposit accounts and the possibility that deposit account losses (fraudulent checks, etc.) may increase; impact of legal, legislative or other changes affecting customer account charges and fee income; 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 standards or interpretations of existing standards; monetary, fiscal or tax policies of the federal or state governments, including adoption of state legislation that would increase state taxes; impact of federal

33

legislation enacted in September 2007, reducing interest subsidies and other benefits available to TCF in its education lending programs; adverse findings in tax audits or regulatory examinations and resulting enforcement actions; changes in credit and other risks posed by TCF’s loan, lease, investment, and securities available for sale portfolios, including declines in commercial or residential real estate values or changes in allowance for loan and lease losses methodology dictated by new market conditions or regulatory requirements; imposition of vicarious liability on TCF as lessor in its leasing operations; denial of insurance coverage for claims made by TCF; technological, computer-related or operational difficulties or loss or theft of information; adverse changes in securities markets that directly or indirectly affect TCF’s ability to sell assets or to fund its operations; and results of litigation, including possible increases in indemnification obligations for certain litigation against Visa (“covered litigation”) and potential reductions in card revenues resulting from other litigation against Visa; or other significant uncertainties.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 risk, liquidity risk, operational and other risks, 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.  A 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., the prime rate).

TCF’s Asset/Liability Committee (ALCO) 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.

TCF utilizes net interest income simulation models to estimate the near-term effects (next twelve months) of changing interest rates on its net interest income. Net interest income simulation involves forecasting net interest income under a variety of scenarios, including the level of interest rates, the shape of the yield curve, and spreads between market interest rates. At March 31, 2008, net interest income is estimated to decrease by 1.7% compared with the base case scenario, over the next 12 months if short- and long-term interest rates were to sustain an immediate increase 100 basis points. In the event short- and long-term interest rates were to decline by 100 basis points, net interest income is estimated to increase .3% compared with the base case scenario, over the next 12 months.

Management exercises its best judgment in making assumptions regarding events that management can impact such as non-contractual deposit repricings and events outside management’s control such as customer behavior on loan and deposit activity, counter-party decisions on callable borrowings and the effect that competition has on both loan and deposit pricing. These assumptions are inherently uncertain and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude and frequency of interest rate changes, changes in market conditions, customer behavior and management strategies, among other factors.

In addition to the net interest income simulation model, management utilizes an interest rate gap measure (difference between interest-earning assets and interest-bearing liabilities re-pricing within a given period). While the interest rate gap measurement has some limitations, including no assumptions regarding future asset or liability production and a static interest rate assumption (large quarterly changes may occur related to these items), the interest rate gap represents the net asset or liability sensitivity at a point in time. An interest rate gap measure could be significantly affected by external factors such as loan prepayments, early withdrawals of deposits, changes in the correlation of various interest-bearing instruments, competition, or a rise or decline in interest rates.

34

TCF’s one-year interest rate gap was a negative $1.4 billion, or 8.5% of total assets at March 31, 2008, compared with a negative $1 billion, or 6.4% of total assets at December 31, 2007. A negative interest rate gap position exists when the amount of interest-bearing liabilities maturing or re-pricing exceeds the amount of interest-earning assets maturing or re-pricing, including assumed prepayments, within a particular time period.

TCF estimates that an immediate 100 basis point decrease in current mortgage loan interest rates would increase prepayments on the $7.7 billion of fixed-rate mortgage-backed securities, residential real estate loans and consumer loans at March 31, 2008, by approximately $1.3 billion, or 148.5%, in the first year. An increase in prepayments would decrease the estimated life of the portfolios and may adversely impact net interest income or net interest margin in the future. Although prepayments on fixed-rate portfolios are currently at a relatively low level, TCF estimates that an immediate 100 basis point increase in current mortgage loan interest rates would reduce prepayments on the fixed-rate mortgage-backed securities, residential real estate loans and consumer loans at March 31, 2008, by approximately $348 million, or 38.8%, in the first year. A slowing in prepayments would increase the estimated life of the portfolios and may favorably impact net interest income or net interest margin in the future.

Item 4. 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 (Principal Executive Officer), the Company’s Chief Financial Officer (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 under the Securities Exchange Act of 1934 (“Exchange Act”).  Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures are effective, as of March 31, 2008.  Also, there were no significant changes in the Company’s disclosure controls or internal controls over financial reporting during the first quarter of 2008 that have materially affected or are reasonably likely to materially affect TCF’s internal control over financial reporting.

Disclosure controls and procedures are designed to ensure information required to be disclosed in reports filed under the 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 (Principal Executive Officer), the Chief Financial Officer (Principal Financial Officer) and the Controller and Assistant Treasurer (Principal Accounting Officer), as appropriate, to allow for 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 controls.  Therefore, no assessment of a cost-effective system of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

35

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

Supplementary Information

The selected quarterly financial data presented below should be read in conjunction with the Consolidated Financial Statements and related notes.

SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

	At			At			At			At			At
(Dollars in thousands,	March 31,			December 31,			Sept. 30,			June 30,			March 31,
except per-share data)	2008			2007			2007			2007			2007
SELECTED FINANCIAL CONDITION DATA:
Loans and leases excluding residential real estate loans	$	12,096,467		$	11,810,629		$	11,334,162		$	11,038,605		$	10,815,212
Securities available for sale	2,177,262			1,963,681			2,022,505			1,943,450			1,859,244
Residential real estate loans	506,394			527,607			547,552			572,619			602,748
Subtotal	2,683,656			2,491,288			2,570,057			2,516,069			2,461,992
Goodwill	152,599			152,599			152,599			152,599			152,599
Total assets	16,370,364			15,977,054			15,530,338			14,977,704			14,898,375
Deposits	10,357,069			9,576,549			9,746,066			9,842,695			9,897,710
Short-term borrowings	138,442			556,070			167,319			285,828			47,376
Long-term borrowings	4,414,644			4,417,378			4,266,022			3,568,997			3,571,930
Stockholders’ equity	1,129,870			1,099,012			1,043,447			1,001,032			1,062,008
	Three Months Ended
	March 31,			December 31,			Sept. 30,			June 30,			March 31,
	2008			2007			2007			2007			2007
SELECTED OPERATIONS DATA:
Net interest income	$	142,829		$	139,571		$	137,704		$	137,425		$	135,477
Provision for credit losses	29,995			20,124			18,883			13,329			4,656
Net interest income after provision for credit losses	112,834			119,447			118,821			124,096			130,821
Non-interest income:
Fees and other revenue	112,705			124,845			126,394			126,882			112,164
Visa share redemption	8,308			—			—			—			—
Gains on sales of securities available for sale	6,286			11,261			2,017			—			—
Gains on sales of branches and real estate	—			2,752			1,246			2,723			31,173
Total non-interest income	127,299			138,858			129,657			129,605			143,337
Non-interest expense	168,276			172,613			162,777			162,534			164,200
Income before income tax expense	71,857			85,692			85,701			91,167			109,958
Income tax expense	24,431			22,875			26,563			29,038			27,234
Net income	$	47,426		$	62,817		$	59,138		$	62,129		$	82,724
Per common share:
Basic earnings	$	.38		$	.51		$	.48		$	.49		$	.65
Diluted earnings	$	.38		$	.50		$	.48		$	.49		$	.65
Dividends declared	$	.25		$	.2425		$	.2425		$	.2425		$	.2425
FINANCIAL RATIOS:
Return on average assets (1)	1.18		%	1.60		%	1.55		%	1.67		%	2.24		%
Return on average common equity (1)	17.08			23.55			23.39			24.16			31.81
Net interest margin (1)	3.84			3.83			3.90			4.02			4.00
Net charge-offs as a percentage of average loans and leases (1)	.44			.46			.38			.24			.10
Average total equity to average assets	6.88			6.79			6.64			6.92			7.03
(1)  Annualized.

36

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 lending and leasing collection activities.  From time to time, borrowers and other customers, or employees or former employees, have also brought actions against TCF, in some cases claiming substantial damages.  Financial services companies are subject to the risk of class action litigation, and TCF has had such actions brought against it from time to time.  Litigation is often unpredictable and the actual results of litigation cannot be determined with certainty.

Item 1A. Risk Factors

There have been no material changes to TCF’s risk factors reported in its Annual Report on Form 10-K dated December 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes share repurchase activity for the quarter ended March 31, 2008.

Period	Total number of shares purchased	Average price paid per share		Total shares purchased as a part of publicly announced plan	Number of shares that may yet be purchased under the plan
January 1 to January 31, 2008
Share repurchase program (1)	—	$	—	—	5,384,130
Employee transactions (2)	390,523	$	15.89	N.A.	N.A.
February 1 to February 29, 2008
Share repurchase program (1)	—	$	—	—	5,384,130
March 1 to March 31, 2008
Share repurchase program (1)	—	$	—	—	5,384,130
(1)The current share repurchase authorization was approved by the Board of Directors on April 14, 2007. The authorization was for a repurchase of up to an additional 5% of TCF’s common stock outstanding at the time of the authorization, or 6.5 million shares. This authorization does not have an expiration date.
(2)Restricted shares withheld pursuant to the terms of awards under the TCF Financial Incentive Stock Program to offset tax withholding obligations that occur upon vesting and release of restricted shares. The TCF Financial Incentive Stock Program provides that the value of shares withheld shall be the average of the high and low prices of common stock of TCF Financial Corporation on the date the relevant transaction occurs.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

See Index to Exhibits on page 39 of this report.

37

SIGNATURES

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/ Lynn A. Nagorske

Lynn A. Nagorske, Chief Executive Officer and
Director
(Principal Executive Officer)

/s/ Thomas F. Jasper

Thomas F. Jasper, Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

/s/ David M. Stautz

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

Dated: May 2, 2008

38

TCF FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX TO EXHIBITS

FOR FORM 10-Q

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

39

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Lynn A. Nagorske, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)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

(d)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 control 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: May 2, 2008

/s/	Lynn A. Nagorske
	Lynn A. Nagorske
	Chief Executive Officer and Director
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Thomas F. Jasper, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)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

(d)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 control 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: May 2, 2008

/s/	Thomas F. Jasper
	Thomas F. Jasper
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

TCF Financial Corporation

STATEMENT  PURSUANT TO 18 U.S.C. §1350

I, Lynn A. Nagorske, Chief Executive Officer and Director 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 quarter ended March 31, 2008 (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: May 2, 2008

/s/Lynn A. Nagorske

Lynn A. Nagorske

Chief Executive Officer and Director

(Principal Executive 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.

EX-32.2

Exhibit 32.2

TCF Financial Corporation

STATEMENT  PURSUANT TO 18 U.S.C. §1350

I, Thomas F. Jasper, Executive Vice President and Chief Financial 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 quarter ended March 31, 2008 (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: May 2, 2008

/s/Thomas F. Jasper

Thomas F. Jasper

Executive Vice President and

Chief Financial Officer

(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.