TCF FINANCIAL CORP
10-Q, 1998-05-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                                 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, 1998

                                       or

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

                               ------------------

                                 Commission File
                                   No. 0-16431

                               ------------------

                            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)


     801 Marquette Avenue, Mail Code 100-01-A, Minneapolis, Minnesota 55402
     ----------------------------------------------------------------------
              (Address and Zip Code of principal executive offices)


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

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

                Yes    X                       No
                     -----                   ------

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

           Class                                  Outstanding at
- ----------------------------                      April 30, 1998
Common Stock, $.01 par value                      91,211,522 shares


                                       1


<PAGE>


                   TCF FINANCIAL CORPORATION AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

Part I.  Financial Information                                                    Pages
                                                                                  -----
<S>                                                                               <C>
         Item 1.  Financial Statements

               Consolidated Statements of Financial Condition
                 at March 31, 1998 and December 31, 1997........................      3

               Consolidated Statements of Operations for the
                 Three Months Ended March 31, 1998 and 1997.....................      4

               Consolidated Statements of Cash Flows for the
                 Three Months Ended March 31, 1998 and 1997.....................      5

               Consolidated Statements of Stockholders' Equity for
                 the Year Ended December 31, 1997 and for the
                 Three Months Ended March 31, 1998..............................      6

               Notes to Consolidated Financial Statements.......................      7

         Item 2.  Management's Discussion and Analysis of Financial
                         Condition and Results of Operations for the Three
                         Months Ended March 31, 1998 and 1997...................   9-22

               Supplementary Information........................................  23-24

Part II.  Other Information

         Items 1-6..............................................................  25-27

Signatures......................................................................     28

Index to Exhibits...............................................................     29

</TABLE>


                                      2

<PAGE>


                         PART I - FINANCIAL INFORMATION

                          ITEM 1. Financial Statements

                   TCF FINANCIAL CORPORATION AND SUBSIDIARIES

                 Consolidated Statements of Financial Condition
                  (Dollars in thousands, except per-share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                At                At
                                                                                             March 31,       December 31,
                                                                                               1998              1997
                                                                                           ------------      ------------
<S>                                                                                        <C>               <C>
                                                                ASSETS
Cash and due from banks                                                                    $   363,200       $   297,010
Interest-bearing deposits with banks                                                             2,116            20,572
Federal funds sold                                                                             135,000              --
U.S. Government and other marketable securities
        held to maturity (fair value of $4,122 and $4,061)                                       4,122             4,061
Federal Reserve Bank stock, at cost                                                             23,061            22,977
Federal Home Loan Bank stock, at cost                                                           82,065            82,002
Securities available for sale (amortized cost of $1,293,381
        and $1,411,979)                                                                      1,306,853         1,426,131
Loans held for sale                                                                            252,807           244,612

Loans and leases:
        Residential real estate                                                              3,622,164         3,623,845
        Commercial real estate                                                                 844,171           859,916
        Commercial business                                                                    250,121           240,207
        Consumer                                                                             1,945,244         1,976,699
        Lease financing                                                                        374,946           368,521
                                                                                           -----------       -----------
            Total loans and leases                                                           7,036,646         7,069,188
            Allowance for loan and lease losses                                                (82,511)          (82,583)
                                                                                           -----------       -----------
                Net loans and leases                                                         6,954,135         6,986,605
Premises and equipment                                                                         170,809           165,790
Other real estate owned                                                                         13,498            18,353
Accrued interest receivable                                                                     53,281            54,336
Due from brokers                                                                                26,655           126,662
Goodwill                                                                                       173,415           177,700
Deposit base intangibles                                                                        18,925            19,821
Mortgage servicing rights                                                                       20,276            19,512
Other assets                                                                                    64,631            78,516
                                                                                           -----------       -----------
                                                                                           $ 9,664,849       $ 9,744,660
                                                                                           -----------       -----------
                                                                                           -----------       -----------

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
        Checking                                                                           $ 1,618,308       $ 1,468,657
        Passbook and statement                                                               1,195,878         1,134,678
        Money market                                                                           695,765           698,312
        Certificates                                                                         3,415,073         3,605,663
                                                                                           -----------       -----------
              Total deposits                                                                 6,925,024         6,907,310
                                                                                           -----------       -----------
Securities sold under repurchase agreements and federal
        funds purchased                                                                         68,000           112,444
Federal Home Loan Bank advances                                                              1,302,406         1,339,578
Discounted lease rentals                                                                       214,067           228,596
Subordinated debt                                                                               28,750            34,998
Collateralized obligations                                                                       2,373             2,539
Other borrowings                                                                                15,425             8,997
                                                                                           -----------       -----------
              Total borrowings                                                               1,631,021         1,727,152
Accrued interest payable                                                                        21,010            23,510
Accrued expenses and other liabilities                                                         139,724           133,008
                                                                                           -----------       -----------
              Total liabilities                                                              8,716,779         8,790,980
                                                                                           -----------       -----------
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, 140,000,000 shares
              authorized; 92,922,416 and 92,821,529 shares issued                                  929               928
        Additional paid-in capital                                                             464,727           460,684
        Unamortized deferred compensation                                                      (26,753)          (25,457)
        Retained earnings, subject to certain restrictions                                     537,295           508,969
        Accumulated other comprehensive income                                                   8,144             8,556
        Treasury stock, at cost, 1,127,400 shares in 1998                                      (36,272)             --
                                                                                           -----------       -----------
              Total stockholders' equity                                                       948,070           953,680
                                                                                           -----------       -----------
                                                                                           $ 9,664,849       $ 9,744,660
                                                                                           -----------       -----------
                                                                                           -----------       -----------

</TABLE>

See accompanying notes to consolidated financial statements. 
Annual financial statements are subject to audit.


                                      3

<PAGE>





                   TCF FINANCIAL CORPORATION AND SUBSIDIARIES

                      Consolidated Statements of Operations
                      (In thousands, except per-share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                          March 31,
                                                                   ----------------------
                                                                     1998          1997
                                                                     ----          ----
<S>                                                                <C>           <C>
Interest income:
   Loans                                                           $148,327      $119,077
   Lease financing                                                   12,521         8,205
   Loans held for sale                                                3,681         3,513
   Securities available for sale                                     24,164        21,383
   Investments                                                        2,783         1,202
                                                                   --------      --------
        Total interest income                                       191,476       153,380
                                                                   --------      --------
Interest expense:
   Deposits                                                          56,372        42,158
   Borrowings                                                        25,952        21,131
                                                                   --------      --------
        Total interest expense                                       82,324        63,289
                                                                   --------      --------
              Net interest income                                   109,152        90,091
Provision for credit losses                                           5,934         1,498
                                                                   --------      --------
        Net interest income after provision for credit losses       103,218        88,593
                                                                   --------      --------
Non-interest income:
   Fee and service charge revenues                                   26,931        22,825
   ATM network revenues                                              10,111         6,349
   Leasing revenues                                                   7,693         6,358
   Title insurance revenues                                           4,536         2,749
   Commissions on sales of annuities                                  2,224         1,934
   Gain on sale of loans held for sale                                2,154           877
   Gain on sale of securities available for sale                        502         1,385
   Gain on sale of joint venture interest                             5,580          --
   Gain on sale of branches                                           2,048          --
   Gain on sale of loan servicing                                      --           1,622
   Other                                                              4,161         2,656
                                                                   --------      --------
        Total non-interest income                                    65,940        46,755
                                                                   --------      --------
Non-interest expense:
   Compensation and employee benefits                                52,763        41,461
   Occupancy and equipment                                           17,305        13,822
   Advertising and promotions                                         5,266         4,993
   Federal deposit insurance premiums and assessments                 1,395         1,071
   Amortization of goodwill and other intangibles                     2,916         1,193
   Other                                                             21,724        18,600
                                                                   --------      --------
        Total non-interest expense                                  101,369        81,140
                                                                   --------      --------
              Income before income tax expense                       67,789        54,208
Income tax expense                                                   27,895        21,181
                                                                   --------      --------
   Net income                                                      $ 39,894      $ 33,027
                                                                   --------      --------
                                                                   --------      --------

Net income per common share:
   Basic                                                           $    .44      $    .41
                                                                   --------      --------
                                                                   --------      --------
   Diluted                                                         $    .43      $    .40
                                                                   --------      --------
                                                                   --------      --------

Dividends declared per common share                                $   .125      $ .09375
                                                                   --------      --------
                                                                   --------      --------

</TABLE>

See accompanying notes to consolidated financial statements. 
Annual financial statements are subject to audit.


                                      4


<PAGE>


                                       
                  TCF FINANCIAL CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                   March 31,
                                                                         ---------------------------
                                                                            1998             1997
                                                                         ---------       -----------
<S>                                                                      <C>             <C>
Cash flows from operating activities:
     Net income                                                          $  39,894       $    33,027
        Adjustments to reconcile net income to net cash
           provided by operating activities:
              Depreciation and amortization                                  6,896             5,399
              Amortization of goodwill and other intangibles                 2,916             1,193
              Amortization of fees, discounts and premiums                     537               200
              Proceeds from sales of loans held for sale                   169,196           124,739
              Principal collected on loans held for sale                     2,429             2,594
              Originations and purchases of loans held for sale           (228,296)         (122,679)
              Net decrease in other assets and liabilities,
                 and accrued interest                                       19,252             6,290
              Provision for credit losses                                    5,934             1,498
              Gain on sale of securities available for sale                   (502)           (1,385)
              Gain on sale of joint venture interest                        (5,580)             --
              Gain on sale of branches                                      (2,048)             --
              Gain on sale of loan servicing                                  --              (1,622)
              Other, net                                                    (2,242)              764
                                                                         ---------       -----------

                 Total adjustments                                         (31,508)           16,991
                                                                         ---------       -----------

                    Net cash provided by operating activities                8,386            50,018
                                                                         ---------       -----------

Cash flows from investing activities:
     Principal collected on loans and leases                               733,894           389,655
     Originations and purchases of loans                                  (655,575)         (385,826)
     Purchases of equipment for lease financing                            (39,938)          (51,089)
     Proceeds from sales of loans                                            6,907              --
     Net decrease in interest-bearing deposits with banks                   18,456           380,494
     Proceeds from sales of securities available for sale                  122,881           154,095
     Proceeds from maturities of and principal collected on
        securities available for sale                                      130,130            40,086
     Purchases of securities available for sale                            (35,643)         (364,536)
     Proceeds from redemption of FHLB stock                                  1,187            15,251
     Proceeds from sale of joint 
        venture interest                                                     6,351              --
     Net (increase) decrease in short-term federal funds sold             (135,000)           45,000
     Purchases of premises and equipment                                   (15,591)           (5,155)
     Acquisition of BOC Financial Corporation, net of cash acquired           --             (24,093)
     Sales of deposits, net of cash paid                                   (56,771)             --
     Other, net                                                             14,457             7,065
                                                                         ---------       -----------

        Net cash provided by investing activities                           95,745           200,947
                                                                         ---------       -----------

Cash flows from financing activities:
     Net increase in deposits                                               78,200           148,606
     Proceeds from securities sold under repurchase agreements
        and federal funds purchased                                        486,930         2,788,088
     Payments on securities sold under repurchase agreements
        and federal funds purchased                                       (531,374)       (2,752,843)
     Proceeds from FHLB advances                                           200,000           156,770
     Payments on FHLB advances                                            (237,003)         (667,503)
     Proceeds from discounted lease rentals                                 10,831            38,718
     Proceeds from other borrowings                                         82,237           105,080
     Payments on collateralized obligations and other borrowings           (75,991)          (82,079)
     Payments on subordinated debt                                          (6,248)             --
     Repurchases of common stock                                           (36,272)          (27,316)
     Payments of dividends on common stock                                 (11,568)           (6,825)
     Other, net                                                              2,317             4,588
                                                                         ---------       -----------

        Net cash used by financing activities                              (37,941)         (294,716)
                                                                         ---------       -----------

Net increase (decrease) in cash and due from banks                          66,190           (43,751)
Cash and due from banks at beginning of period                             297,010           236,446
                                                                         ---------       -----------
Cash and due from banks at end of period                                 $ 363,200       $   192,695
                                                                         ---------       -----------
                                                                         ---------       -----------

Supplemental disclosures of cash flow information: 
     Cash paid for:
        Interest on deposits and borrowings                              $  82,776       $    60,707
                                                                         ---------       -----------
                                                                         ---------       -----------
        Income taxes                                                     $   8,636       $     4,697
                                                                         ---------       -----------
                                                                         ---------       -----------
</TABLE>


See accompanying notes to consolidated financial statements. Annual financial
statements are subject to audit.

                                      5
<PAGE>


                                       
                  TCF FINANCIAL CORPORATION AND SUBSIDIARIES
               Consolidated Statements of Stockholders' Equity
                            (Dollars in thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                          
                                                                                        Unamor-   
                                                                                        tized     
                                                                      Additional        Deferred  
                                            Number of Common  Common  Paid-in           Compen-   
                                             Shares Issued    Stock   Capital           sation    
                                            ----------------  ------  ----------       --------
<S>                                         <C>               <C>     <C>              <C>
Balance, December 31, 1996                     85,242,232     $852    $ 274,320        $ (7,693)  
Net income                                           --        --          --              --     
Dividends on common stock                            --        --          --              --     
Issuance of 1,400,000 shares of               
   common stock from treasury, net                   --        --         2,532            --     
Issuance of 7,700,000 shares of               
   common stock to effect purchase            
   acquisition, of which                      
   1,194,268 were from treasury                 6,505,732       65      162,937            --     
Purchase of 1,295,800 shares to               
   be held in treasury                               --        --          --              --     
Issuance of 929,200 shares of                 
   restricted stock, of which                 
   869,200 shares were from                   
   treasury                                        60,000      --        10,102         (25,270)  
Grant of 23,984 shares of                     
   restricted stock to outside                
   directors from treasury                           --        --           421            (840)  
Cancellation of shares of                     
   restricted stock                                (2,000)     --           (58)             15   
Issuance of 133,784 shares of                 
   treasury stock to employee                 
   benefit plans                                     --          1          374            --     
Repurchase and cancellation                   
   of shares                                          (86)     --            (2)           --     
Amortization of deferred                      
   compensation                                      --        --          --             8,331   
Exercise of stock options, of                 
   which 44,600 shares were                   
   from treasury                                  176,585        2        2,917            --     
Issuance of common stock on                   
   conversion of convertible                  
   debentures                                     839,066        8        7,141            --     
Payments on Loan to Executive                 
   Deferred Compensation Plan                        --        --          --              --     
Change in unrealized gain (loss)              
   on securities available for                
   sale, net of tax and                       
   reclassification adjustment                       --        --          --              --     
                                            ----------------  ------  ----------       --------
Balance, December 31, 1997                     92,821,529      928      460,684         (25,457)  
Net income                                           --        --          --              --     
Dividends on common stock                            --        --          --              --     
Purchase of 1,127,400 shares to               
   be held in treasury                               --        --          --              --     
Issuance of shares of                         
   restricted stock                                47,200        1        2,727          (2,728)  
Cancellation of shares of                     
   restricted stock                                (8,000)     --          (124)            102   
Amortization of deferred                      
   compensation                                      --        --          --             1,330   
Exercise of stock options                          61,687      --         1,440            --     
Change in unrealized gain (loss)              
   on securities available for                
   sale, net of tax and                       
   reclassification adjustment                       --        --          --              --     
                                            ----------------  ------  ----------       --------
Balance, March 31, 1998                        92,922,416     $929    $ 464,727        $(26,753)  
                                            ----------------  ------  ----------       --------
                                            ----------------  ------  ----------       --------
                                         

<CAPTION>
                                                          Loan to
                                                         Executive   Accumulated
                                                          Deferred      Other
                                                           Compen-      Compre-
                                               Retained    sation       hensive   Treasury
                                               Earnings     Plan        Income      Stock        Total
                                              ---------  ---------   -----------  --------     ---------
<S>                                           <C>        <C>         <C>          <C>          <C>
Balance, December 31, 1996                    $ 402,109     $(68)    $  2,376     $(41,209)    $ 630,687
Net income                                      145,061      --          --           --         145,061
Dividends on common stock                       (38,201)     --          --           --         (38,201)
Issuance of 1,400,000 shares of               
   common stock from treasury, net                 --        --          --         26,734        29,266
Issuance of 7,700,000 shares of               
   common stock to effect purchase            
   acquisition, of which                      
   1,194,268 were from treasury                    --        --          --         22,805       185,807
Purchase of 1,295,800 shares to               
   be held in treasury                             --        --          --        (27,316)      (27,316)
Issuance of 929,200 shares of                 
   restricted stock, of which                 
   869,200 shares were from                   
   treasury                                        --        --          --         15,168          --
Grant of 23,984 shares of                     
   restricted stock to outside                
   directors from treasury                         --        --          --            419          --
Cancellation of shares of                     
   restricted stock                                --        --          --           --             (43)
Issuance of 133,784 shares of                 
   treasury stock to employee                 
   benefit plans                                   --        --          --          2,555         2,930
Repurchase and cancellation                   
   of shares                                       --        --          --           --              (2)
Amortization of deferred                      
   compensation                                    --        --          --           --           8,331
Exercise of stock options, of                 
   which 44,600 shares were                   
   from treasury                                   --        --          --            844         3,763
Issuance of common stock on                   
   conversion of convertible                  
   debentures                                      --        --          --           --           7,149
Payments on Loan to Executive                 
   Deferred Compensation Plan                      --         68         --           --              68
Change in unrealized gain (loss)              
   on securities available for                
   sale, net of tax and                       
   reclassification adjustment                     --        --         6,180         --           6,180
                                              ---------  ---------   -----------  --------     ---------
Balance, December 31, 1997                      508,969      --         8,556         --         953,680
Net income                                       39,894      --          --           --          39,894
Dividends on common stock                       (11,568)     --          --           --         (11,568)
Purchase of 1,127,400 shares to               
   be held in treasury                             --        --          --        (36,272)      (36,272)
Issuance of shares of                         
   restricted stock                                --        --          --           --            --
Cancellation of shares of                     
   restricted stock                                --        --          --           --             (22)
Amortization of deferred                      
   compensation                                    --        --          --           --           1,330
Exercise of stock options                          --        --          --           --           1,440
Change in unrealized gain (loss)              
   on securities available for                
   sale, net of tax and                       
   reclassification adjustment                     --        --          (412)        --            (412)
                                              ---------  ---------   -----------  --------     ---------
Balance, March 31, 1998                       $ 537,295     $--      $  8,144     $(36,272)    $ 948,070
                                              ---------  ---------   -----------  --------     ---------
                                              ---------  ---------   -----------  --------     ---------
</TABLE>


See accompanying notes to consolidated financial statements. Annual financial
statements are subject to audit.

                                      6

<PAGE>

                   TCF FINANCIAL CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                  (Unaudited)


(1)      BASIS OF PRESENTATION
         ---------------------

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

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with the instructions to Form 10-Q and therefore
         do not include all information and notes necessary for complete
         financial statements in conformity with generally accepted accounting
         principles. The material under the heading "Management's Discussion and
         Analysis of Financial Condition and Results of Operations" 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, 1997 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 flows purposes, cash
         and cash equivalents include cash and due from banks.


(2)      COMPREHENSIVE INCOME
         --------------------

         Effective January 1, 1998, TCF adopted Statement of Financial
         Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
         Income." The statement establishes standards for reporting and display
         of comprehensive income and its components in a full set of
         general-purpose financial statements. The statement requires that all
         items that are required to be recognized under accounting standards as
         components of comprehensive income be disclosed in the financial
         statements.

         Comprehensive income is defined as the change in equity during a period
         from transactions and other events from nonowner sources. Comprehensive
         income is the total of net income and other comprehensive income, which
         for TCF is comprised entirely of unrealized gains and losses on
         securities available for sale.

                                       7
<PAGE>

         The following table summarizes the components of comprehensive income
         for the periods noted:

<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED
         (In thousands)                                            MARCH 31,
                                                              ------------------
                                                               1998         1997
                                                               ----         ----
<S>                                                           <C>        <C>
         Net income                                           $39,894    $33,027

         Other comprehensive income, net of tax:

         Unrealized holding losses arising during the
            period on securities available for sale
            (net of tax benefit of $70 and $4,195,
            respectively)                                        (108)    (6,072)

         Reclassification adjustment for gains included
            in net income (net of tax expense of $198
            and $566, respectively)                              (304)      (819)
                                                             --------    -------
               Total other comprehensive income                  (412)    (6,891)
                                                             --------    -------

         Comprehensive income                                 $39,482    $26,136
                                                             --------    -------
                                                             --------    -------
</TABLE>

(3)  EARNINGS PER COMMON SHARE
     -------------------------

          The weighted average number of common and common equivalent shares
          outstanding used to compute basic earnings per common share were
          90,914,027 and 80,778,560 for the three months ended March 31, 1998
          and 1997, respectively. The weighted average number of common and
          common equivalent shares outstanding used to compute diluted earnings
          per common share were 91,816,480 and 82,971,011 for the three months
          ended March 31, 1998 and 1997, respectively.

(4)  ACQUISITION
     -----------

          On January 30, 1998, TCF National Bank Illinois ("TCF Illinois")
          completed its acquisition of 76 branches in Jewel-Osco stores in the
          Chicago area previously operated by Bank of America. TCF Illinois
          converted existing deposits by offering TCF Illinois products to Bank
          of America customers and acquired the related fixed assets and 178
          automated teller machines ("ATM") located in Jewel-Osco stores. TCF
          accounted for the acquisition using the purchase method of accounting.

                                       8
<PAGE>

                   TCF FINANCIAL CORPORATION AND SUBSIDIARIES

           Item 2. - Management's Discussion and Analysis of Financial
                      Condition and Results of Operations

RESULTS OF OPERATIONS

TCF reported net income of $39.9 million for the first quarter of 1998, up 
from $33 million for the same 1997 period. Basic earnings per common share 
were 44 cents for the first quarter of 1998, compared with 41 cents for the 
first quarter of 1997. Diluted earnings per common share were 43 cents for 
the first quarter of 1998, compared with 40 cents for the first quarter of 
1997. Diluted cash earnings per common share, which exclude amortization and 
reduction of goodwill and deposit base intangibles, were 49 cents and 41 
cents for the first quarter of 1998 and 1997, respectively. Return on average 
assets was 1.66% for the first quarter of 1998, compared with 1.82% for the 
same 1997 period. Return on average realized common equity was 16.99% for the 
first quarter of 1998, compared with 21.26% for the same 1997 period. As 
TCF's September 4, 1997 acquisition of Standard Financial, Inc. ("Standard") 
was accounted for as a purchase transaction, TCF's results for periods prior 
to the acquisition have not been restated. Since Standard's performance 
ratios were lower than TCF's, the Company's performance ratios for 1998 were 
negatively impacted by the acquisition of Standard. The Company's performance 
ratios for 1998 will continue to be negatively impacted due to the inclusion 
of Standard for the entire year.

On January 30, 1998, TCF Illinois completed its acquisition of 76 branches 
and 178 ATMs in Jewel-Osco stores in the Chicago area previously operated by 
Bank of America. TCF Illinois opened an additional four branches in 
Jewel-Osco stores in the first quarter of 1998 and plans to open branches in 
seven more Jewel-Osco stores in 1998, and 25 branches per year in subsequent 
years until branches have been installed in all targeted stores. TCF 
anticipates that the 1998 cost of this expansion will be weighted more 
heavily in the first half of 1998. The Jewel-Osco supermarket expansion 
negatively impacted earnings per share by approximately 3% in the first 
quarter of 1998. Further detail on the acquisition is provided in Note 4 of 
Notes to Consolidated Financial Statements.

NET INTEREST INCOME
- -------------------

Net interest income for the first quarter of 1998 was $109.2 million, up 
21.2% from $90.1 million for the first quarter of 1997. The net interest 
margin for the first quarter of 1998 was 4.94%, compared with 5.31% for the 
same 1997 period and 4.93% for the fourth quarter of 1997. TCF's net interest 
income increased primarily due to the acquisition of Standard and the growth 
of lower interest-cost retail deposits. TCF's net interest margins for the 
first quarter of 1998 and fourth quarter of 1997 were negatively impacted by 
the acquisition of Standard due to the impact of Standard's lower net 
interest margin. Changes in net interest income are dependent upon the 
movement of interest rates, the volume and the mix of interest-earning assets 
and interest-bearing liabilities, and the level of non-performing assets. 
Achieving net interest margin growth is dependent on TCF's ability to 
generate higher-yielding assets and lower-cost retail deposits. The current 
interest rate environment and the resulting increase in prepayment activity 
has made it more difficult for TCF to increase the balance of such 
higher-yielding assets. Competition for checking, savings and money market 
deposits, an important source of lower cost funds for TCF, has intensified 
among depository and other financial institutions. TCF may experience 
compression in its net interest margin if the rates paid on deposits 
increase. See "Market Risk - Interest-Rate Risk" and "Financial Condition 
- -Deposits."

                                       9
<PAGE>

The following rate/volume analysis details the increases (decreases) in net 
interest income resulting from interest rate and volume changes during the 
first quarter of 1998 as compared to the same period last year. Changes 
attributable to the combined impact of volume and rate have been allocated 
proportionately to the change due to volume and the change due to rate.

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                          MARCH 31, 1998
                                                   VERSUS SAME PERIOD IN 1997
                                                 --------------------------------
                                                    INCREASE (DECREASE) DUE TO
                                                 --------------------------------
<S>                                             <C>           <C>        <C>
(In thousands)                                     Volume        Rate       Total
                                                 --------     -------    --------
Securities available for sale                    $  3,359     $  (578)   $  2,781
                                                 --------     -------    --------
Loans held for sale                                   302        (134)        168
                                                 --------     -------    --------
Loans and leases:
  Residential real estate                          26,575      (2,333)     24,242
  Commercial real estate                             (237)         40        (197)
  Commercial business                               1,335        (160)      1,175
  Consumer                                          5,496      (1,466)      4,030
  Lease financing                                   1,775       2,541       4,316
                                                 --------     -------    --------
    Total loans and leases                         34,944      (1,378)     33,566
                                                 --------     -------    --------
Investments:
  Interest-bearing deposits with banks               (150)         21        (129)
  Federal funds sold                                  853           3         856
  U.S. Government and other marketable
    securities held to maturity                         2           5           7
  FHLB stock                                          530         (27)        503
  FRB stock                                           344          --         344
                                                 --------     -------    --------
    Total investments                               1,579           2       1,581
                                                 --------     -------    --------
      Total interest income                        40,184      (2,088)     38,096
                                                 --------     -------    --------
Deposits:
  Checking                                            358         (53)        305
  Passbook and statement                            1,408        (144)      1,264
  Money market                                        421        (178)        243
  Certificates                                     13,799      (1,397)     12,402
                                                 --------     -------    --------
    Total deposits                                 15,986      (1,772)     14,214
                                                 --------     -------    --------
Borrowings:
  Securities sold under repurchase agreements
      and federal funds purchased                  (5,245)        362      (4,883)
  FHLB advances                                     9,212         165       9,377
  Discounted lease rentals                            853        (143)        710
  Subordinated debt                                  (176)        430         254
  Collateralized obligations                         (778)        202        (576)
  Other borrowings                                    (93)         32         (61)
                                                 --------     -------    --------
    Total borrowings                                3,773       1,048       4,821
                                                 --------     -------    --------
      Total interest expense                       19,759        (724)     19,035
                                                 --------     -------    --------
Net interest income                              $ 20,425     $(1,364)   $ 19,061
                                                 --------     -------    --------
                                                 --------     -------    --------
</TABLE>

                                       10
<PAGE>

PROVISIONS FOR CREDIT LOSSES
- ----------------------------

TCF provided $5.9 million for credit losses in the first quarter of 1998, 
compared with $1.5 million for the same prior-year period. The increase from 
the 1997 first quarter is primarily due to higher levels of net charge-offs 
at TCF's consumer finance subsidiaries and lower commercial loan recoveries. 
At March 31, 1998, the allowance for loan and lease losses and industrial 
revenue bond reserves totaled $83.9 million, compared with $84 million at 
year-end 1997. See "Financial Condition - Allowance for Loan and Lease Losses 
and Industrial Revenue Bond Reserves."

NON-INTEREST INCOME
- -------------------

Non-interest income is a significant source of revenues for TCF and an 
important factor in TCF's results of operations. Providing a wide range of 
retail banking services is an integral component of TCF's business philosophy 
and a major strategy for generating additional non-interest income. Excluding 
the 1998 gains on sales of branches and a joint venture interest, 
non-interest income increased $11.6 million, or 24.7%, to $58.3 million for 
the first quarter of 1998, compared with $46.8 million for the same period in 
1997. The increases were primarily due to increased deposit, leasing, ATM and 
title insurance revenues, and reflects TCF's expanded retail banking 
activities including the acquisition of Standard.

Fee and service charge revenues totaled $26.9 million for the first quarter 
of 1998, representing an increase of 18% from $22.8 million for the same 1997 
period. This increase is primarily due to expanded retail banking activities.

Leasing revenues totaled $7.7 million for the first quarter of 1998, 
representing an increase of 21% from $6.4 million for the same 1997 period. 
Leasing revenues can fluctuate as a result of changes in the mix of leases 
classified as sales-type, direct financing or operating leases in accordance 
with generally accepted accounting principles. In addition, leasing revenues 
may be negatively impacted by a decline in economic activity and a resulting 
decrease in demand for leased equipment.

ATM network revenues totaled $10.1 million for the first quarter of 1998, 
representing an increase of 59.3% from $6.3 million for the same 1997 period. 
This increase reflects TCF's effort to provide banking services through its 
ATM network. TCF expanded its network of ATMs to 1,360 at March 31, 1998, an 
increase of 204 ATMs during the first quarter of 1998. As previously noted, 
on January 30, 1998, TCF acquired 178 ATMs in connection with its acquisition 
of 76 branches in Jewel-Osco stores. The Company anticipates installing 
additional ATMs during the remainder of 1998. 

Title insurance revenues totaled $4.5 million for the first quarter of 1998, 
representing an increase of 65% from $2.7 million for the same 1997 period. 
Title insurance revenues are cyclical in nature and are largely dependent on 
industry levels of residential real estate loan originations and refinancings.

Gains on sales of loans held for sale totaled $2.2 million for the first 
quarter of 1998, representing an increase of $1.3 million from the $877,000 
recognized during the same period in 1997. Gains on sales of securities 
available for sale totaled $502,000 for the first quarter of 1998, compared 
with $1.4 million for the comparable 1997 period. Gains or losses on sales of 
loans held for sale and securities available for sale may fluctuate 
significantly from period to period due to changes in interest rates and 
volumes, and results in any period related to these transactions may not be 
indicative of results which will be obtained in future periods.

                                       11
<PAGE>

Results for the first quarter of 1997 included a pretax gain of $1.6 million 
on the sale of $144.7 million of third-party loan servicing rights. TCF 
periodically sells and purchases loan servicing rights depending on market 
conditions. TCF's third-party residential loan servicing portfolio totaled 
$4.3 billion at March 31, 1998, compared with $4.4 billion at December 31, 
1997.

During the first quarter of 1998, TCF recognized a $5.6 million gain on the 
sale of its joint venture interest in Burnet Home Loans, and recognized gains 
of $2 million on the sales of two Minnesota branches.

NON-INTEREST EXPENSE
- --------------------

Non-interest expense totaled $101.4 million for the first quarter of 1998, up 
24.9% from $81.1 million for the same 1997 period. Compensation and employee 
benefits expense totaled $52.8 million for the 1998 first quarter, compared 
with $41.5 million for the comparable period in 1997. Occupancy and equipment 
expenses totaled $17.3 million for the first quarter of 1998, compared with 
$13.8 million for the same 1997 period. The increased expenses in 1998 were 
primarily due to the costs associated with expanded retail banking 
activities, including the acquisitions of Standard and the 76 branches in 
Jewel-Osco stores.

Amortization of goodwill and other intangibles totaled $2.9 million for the 
first quarter of 1998, compared with $1.2 million for the same 1997 period. 
The increase is primarily due to the amortization of goodwill and deposit 
base intangibles resulting from the acquisition of Standard. Reductions of 
goodwill associated with branch sales, which are reported as a component of 
gains on sales of branches, totaled $2.3 million for the first quarter of 
1998.

TCF, like most owners of computer software, will be required to ascertain 
that its computer systems will function properly in the year 2000. TCF has 
established a year 2000 task force and has evaluated its data processing and 
other systems to determine whether they are year 2000 compliant. Remediation 
of certain software applications has already begun, and TCF expects 
substantially all remediation work to be complete by the end of 1998, leaving 
1999 for testing. Many of TCF's data processing applications are supplied by 
third-party software vendors. TCF is also evaluating whether such vendor 
supplied applications are or will be year 2000 compliant. TCF estimates the 
total additional costs to be incurred prior to 2000 to range from 
approximately $5 million to $6 million. In addition, a significant amount of 
existing internal resources will be allocated to this project. Maintenance or 
modification costs will be expensed as incurred, while the costs of new 
software will be capitalized and amortized over the software's useful life. 
See "Financial Condition - Forward-Looking Information."

INCOME TAXES
- ------------

TCF recorded income tax expense of $27.9 million for the first quarter of 
1998, or 41.1% of income before income tax expense, compared with $21.2 
million, or 39.1%, for the comparable 1997 period. The higher tax rates in 
1998 reflect the impact of relatively higher non-deductible expenses, 
including goodwill amortization resulting from the acquisition of Standard, 
and higher state taxes due to business expansion.

                                       12
<PAGE>

MARKET RISK - INTEREST-RATE RISK

TCF's results of operations are dependent to a large degree on its net 
interest income, which is the difference between interest income and interest 
expense, and the Company's ability to manage its interest-rate risk. Although 
TCF manages other risks, such as credit and liquidity risk, in the normal 
course of its business, the Company considers interest-rate risk to be its 
most significant market risk. TCF, like most financial institutions, has a 
material interest-rate risk exposure to changes in both short-term and 
long-term interest rates as well as variable index interest rates (e.g., 
prime).

Like most financial institutions, TCF's interest income and cost of funds are 
significantly affected by general economic conditions and by policies of 
regulatory authorities. The mismatch between maturities and interest-rate 
sensitivities of assets and liabilities results in interest-rate risk. 
Although the measure is subject to a number of assumptions and is only one of 
a number of measurements, management believes the interest-rate gap 
(difference between interest-earning assets and interest-bearing liabilities 
repricing within a given period) is an important indication of TCF's exposure 
to interest-rate risk and the related volatility of net interest income in a 
changing interest rate environment. In addition to the interest-rate gap 
analysis, management also utilizes a simulation model to measure and manage 
TCF's interest-rate risk.

For an institution with a negative interest-rate gap for a given period, the 
amount of its interest-bearing liabilities maturing or otherwise repricing 
within such period exceeds the amount of its interest-earning assets 
repricing within the same period. In a rising interest-rate environment, 
institutions with negative interest-rate gaps will generally experience more 
immediate increases in the cost of their liabilities than in the yield of 
their assets. Conversely, the yield on assets of institutions with negative 
interest-rate gaps will generally decrease more slowly than the cost of their 
funds in a falling interest-rate environment.

TCF's Asset/Liability Management Committee manages TCF's interest-rate risk 
based on interest rate expectations and other factors. The principal 
objective of TCF's asset/liability management activities is to provide 
maximum levels of net interest income while maintaining acceptable levels of 
interest-rate risk and liquidity risk and facilitating the funding needs of 
the Company. Management's estimates and assumptions could be significantly 
affected by external factors such as prepayment rates other than those 
assumed, early withdrawals of deposits, changes in the correlation of various 
interest-bearing instruments, competition and a general rise in interest 
rates. Decisions by management to purchase or sell assets, or retire debt 
could change the maturity/repricing and spread relationships. TCF's one-year 
interest-rate gap was a negative $117.3 million, or (1)% of total assets, at 
March 31, 1998, compared with a negative $184.7 million, or (2)% of total 
assets, at December 31, 1997.

FINANCIAL CONDITION

INVESTMENTS
- -----------

Total investments increased $116.8 million from year-end 1997 to $246.4 
million at March 31, 1998. The increase is primarily due to an increase of 
$135 million in federal funds sold, partially offset by a decrease of $18.5 
million in interest-bearing deposits with banks.

                                       13
<PAGE>

SECURITIES AVAILABLE FOR SALE

Securities available for sale are carried at fair value with the unrealized 
gains or losses, net of deferred income taxes, reported as accumulated other 
comprehensive income, which is a separate component of stockholders' equity. 
Securities available for sale decreased $119.3 million from year-end 1997 to 
$1.3 billion at March 31, 1998. The decrease reflects sales of $122.4 million 
of securities available for sale and payment and prepayment activity, 
partially offset by purchases of $35.6 million. At March 31, 1998, TCF's 
securities available-for-sale portfolio included $878.5 million and $428.4 
million of fixed-rate and adjustable-rate mortgage-backed securities, 
respectively. The following table summarizes securities available for sale:


<TABLE>
<CAPTION>
                                       At March 31, 1998        At December 31, 1997
                                     --------------------     -----------------------
                                      Amortized    Fair         Amortized   Fair
(In thousands)                          Cost       Value           Cost     Value
                                     ----------  ---------     ----------  -------
<S>                                  <C>         <C>           <C>         <C>
Mortgage-backed securities:
  FHLMC                              $ 654,708   $ 664,040     $  701,195  $  710,799
  FNMA                                 441,180     444,333        466,820     469,900
  GNMA                                  41,248      42,078         43,079      43,993
  Private issuer                       155,148     155,337        199,738     200,325
  Collateralized mortgage
    obligations                          1,097       1,065          1,147       1,114
                                     ----------  ----------    ----------  -----------
                                     $1,293,381  $1,306,853    $1,411,979  $1,426,131
                                     ----------  ----------    ----------  -----------
                                     ----------  ----------    ----------  -----------
</TABLE>

LOANS HELD FOR SALE

Education and residential real estate loans held for sale are carried at the 
lower of cost or market. Education loans held for sale increased $11 million 
and residential real estate loans held for sale decreased $2.8 million from 
year-end 1997, respectively, and totaled $146.3 million and $106.5 million at 
March 31, 1998.

TCF originated $95.4 million in education loans for the year ended December 
31, 1997 and $39.8 million for the quarter ended March 31, 1998. TCF's 
education lending activity will be adversely affected in the event 
legislation is not enacted to limit the impact of existing legislation 
scheduled to take effect July 1, 1998 which would significantly reduce the 
yield on loans made under the Federal Family Education Loan Program. The U.S. 
House of Representatives recently approved a bill which would limit the 
reduction in yield in current legislation and a similar proposal is pending 
in the U.S. Senate. The ultimate disposition of these legislative initiatives 
and its impact on TCF's education lending activities is uncertain at this 
time.

                                          14

<PAGE>

LOANS AND LEASES

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


<TABLE>
<CAPTION>
                                                                  At               At
                                                               March 31,       December 31,
(In thousands)                                                   1998              1997
                                                             -----------       -----------
<S>                                                          <C>               <C>
Residential real estate                                      $ 3,617,136       $ 3,619,527
Unearned premiums and deferred loan fees                           5,028             4,318
                                                             -----------       -----------
                                                               3,622,164         3,623,845

Commercial real estate:
      Apartments                                                 270,885           294,231
      Other permanent                                            481,252           481,759
      Construction and development                                94,178            86,174
      Unearned discounts and deferred loan fees                   (2,144)           (2,248)
                                                             -----------       -----------
                                                                 844,171           859,916
                                                             -----------       -----------
        Total real estate                                      4,466,335         4,483,761
                                                             -----------       -----------

Commercial business                                              249,608           239,728
Deferred loan costs                                                  513               479
                                                             -----------       -----------
                                                                 250,121           240,207
                                                             -----------       -----------
Consumer:
      Home equity                                              1,516,984         1,519,644
      Automobile                                                 420,078           444,903
      Loans secured by deposits                                    9,196            10,112
      Other secured                                               19,810            19,955
      Unsecured                                                   38,797            44,607
      Unearned discounts and deferred loan fees                  (59,621)          (62,522)
                                                             -----------       -----------
                                                               1,945,244         1,976,699
                                                             -----------       -----------
Lease financing:
      Direct financing leases                                    351,526           344,889
      Sales-type leases                                           40,532            40,592
      Lease residuals                                             28,361            28,789
      Unearned income and deferred lease costs                   (45,473)          (45,749)
                                                             -----------       -----------
                                                                 374,946           368,521
                                                             -----------       -----------
                                                             $ 7,036,646       $ 7,069,188
                                                             -----------       -----------
                                                             -----------       -----------
</TABLE>

Loans and leases decreased $32.5 million from year-end 1997 to $7 billion at 
March 31, 1998, reflecting growth in prepayment activity due to lower 
long-term interest rates. Unearned discounts and deferred fees totaled $101.7 
million at March 31, 1998 and $105.7 million at December 31, 1997.

Consumer loans, comprised of bank originated and consumer finance originated 
loans, decreased $31.5 million from year-end 1997 to $1.9 billion at March 
31, 1998, reflecting decreases of $24.8 million and $5.8 million in 
automobile loans and unsecured loans, respectively. TCF continues its 
emphasis on expanding its home equity portfolio.

TCF had 57 consumer finance offices in 16 states as of March 31, 1998. TCF's 
consumer finance loan portfolio totaled $510.1 million at March 31, 1998, 
compared with $521.5 million at December 31, 1997. The Company is seeking to 
increase outstanding consumer finance loan portfolio balances and improve the 
profitability of its consumer finance subsidiaries. See "Forward-Looking 
Information."


                                    15

<PAGE>

The consumer finance subsidiaries primarily originate home equity loans and 
purchase automobile loans. The average individual balance of consumer finance 
automobile loans and home equity loans were $8,000 and $32,000, respectively, 
at March 31, 1998. At March 31, 1998 and December 31, 1997, automobile loans 
comprised $285.3 million, or 55.9%, and $292.6 million, or 56.1%, 
respectively, of total consumer finance loans. At March 31, 1998 and December 
31, 1997, home equity loans comprised $220.1 million, or 43.2%, and $218.8 
million, or 42%, respectively, of total consumer finance loans. TCF's 
consumer finance subsidiaries are seeking to increase the percentage of home 
equity loans to total consumer finance loans over time. Home equity loans 
originated by the Company's consumer finance subsidiaries are generally 
closed-end.

Through their purchases of automobile loans, TCF's consumer finance 
subsidiaries provide indirect financing. Included in the consumer finance 
loans at March 31, 1998 are $224.1 million of sub-prime automobile loans 
which carry a higher level of credit risk and higher interest rates. The term 
sub-prime refers to the Company's assessment of credit risk and bears no 
relationship to the prime rate of interest or persons who are able to borrow 
at that rate. There can be no assurances that the Company's sub-prime lending 
criteria are the same as those utilized by other lenders. Loans classified as 
sub-prime are generally made to borrowers who are unable to obtain credit 
from traditional sources because of significant past credit problems or 
limited credit histories.

Although competition in the sub-prime lending market has increased, the 
Company believes that sub-prime borrowers represent a substantial market and 
their demand for financing has not been adequately served by traditional 
lending sources. The underwriting criteria for loans originated by TCF's 
consumer finance subsidiaries generally have been less stringent than those 
historically adhered to by TCF's bank subsidiaries and, as a result, these 
loans carry a higher level of credit risk and higher interest rates. The 
consumer finance portfolio also carries an increased risk of loss in the 
event of adverse economic developments such as a recession. TCF believes that 
important determinants of success in sub-prime automobile financing include 
the ability to control borrower and dealer misrepresentations at the point of 
origination; the evaluation of the creditworthiness of sub-prime borrowers; 
and the maintenance of an active program to monitor performance and collect 
payments. Sub-prime lending is inherently more risky than traditional lending 
and there can be no assurance that all appropriate underwriting criteria have 
been identified or weighted properly in the assessment of credit risk, or 
will afford adequate protection against the higher risks inherent in lending 
to sub-prime borrowers. 

                                16

<PAGE>

Many of the consumer finance offices are relatively new and are outside TCF's 
traditional market areas. The geographic location of consumer finance loans 
may change significantly in future periods. The following table sets forth 
the geographic locations (based on the location of the office originating or 
purchasing the loan) of TCF's consumer finance loan portfolio:

<TABLE>
<CAPTION>
                                                            At March 31, 1998       At December 31, 1997
                                                          ---------------------   ----------------------
                                                            Loan                     Loan
(Dollars in thousands)                                     Balance      Percent     Balance      Percent
                                                          --------      -------     -------      -------
<S>                                                       <C>           <C>         <C>         <C>
Illinois                                                  $122,129         23.9%    $126,505     24.3%
Minnesota                                                   97,015         19.0       98,701     18.9
Florida                                                     42,721          8.4       41,808      8.0
Michigan                                                    36,824          7.2       35,955      6.9
Georgia                                                     34,899          6.8       35,506      6.8
Wisconsin                                                   29,871          5.9       31,097      6.0
North Carolina                                              28,796          5.7       29,829      5.7
Missouri                                                    24,434          4.8       27,258      5.2
Tennessee                                                   18,051          3.5       19,218      3.7
Ohio                                                        17,086          3.4       16,415      3.1
Mississippi                                                 15,384          3.0       15,676      3.0
Other                                                       42,881          8.4       43,561      8.4
                                                          --------        -----     --------    -----
   Total consumer finance loans                           $510,091        100.0%    $521,529    100.0%
                                                          --------        -----     --------    -----
                                                          --------        -----     --------    -----
</TABLE>

TCF's bank and consumer finance subsidiaries have also initiated the 
origination of home equity loans with loan-to-value ratios in excess of 80%, 
and on a limited basis up to 100%, that carry no private mortgage insurance. 
These loans carry a higher level of credit risk and are made at higher 
interest rates.

Commercial real estate loans decreased $15.7 million from year-end 1997 to 
$844.2 million at March 31, 1998. Commercial business loans increased $9.9 
million in the first three months of 1998 to $250.1 million at March 31, 
1998. TCF is seeking to expand its commercial business lending activity and, 
to a lesser extent, its commercial real estate lending activity to borrowers 
located in its primary midwestern markets in an attempt to maintain the size 
of these lending portfolios and, where feasible under local economic 
conditions, achieve some growth in these lending categories over time. These 
loans generally have larger individual balances and a greater inherent risk 
of loss. The risk of loss is difficult to quantify and, in the case of 
commercial real estate loans, is subject to fluctuations in real estate 
values. At March 31, 1998, approximately 92% of TCF's commercial real estate 
loans outstanding were secured by properties located in its primary markets. 
At March 31, 1998, the average individual balance of commercial real estate 
loans and commercial business loans was $506,000 and $311,000, respectively.

At March 31, 1998, there were no commercial real estate loans with terms that 
have been modified in troubled debt restructurings included in performing 
loans, compared with $1.3 million at December 31, 1997.

At March 31, 1998, the recorded investment in loans that are considered to be 
impaired was $8.9 million for which the related allowance for credit losses 
was $3.2 million. All of the impaired loans were on non-accrual status. The 
average recorded investment in impaired loans during the three months ended 
March 31, 1998 was $8.8 million. 


                                17
<PAGE>

Lease financings increased $6.4 million from year-end 1997 to $374.9 million at
March 31, 1998, reflecting a $6.6 million increase in direct financing leases.

TCF is seeking to expand its leasing activity to achieve growth over time. TCF
internally funds certain Value Added Leases, which typically range from $250,000
to $20 million, and consequently retains the credit risk on such leases. TCF and
Winthrop also internally fund Small Ticket Leases, which typically are less than
$250,000, and which generally carry a higher level of credit risk and higher
implicit interest rates.

TCF has in place experienced personnel and acceptable standards for maintaining
the credit quality of its lease portfolio, but no assurance can be given as to
the level of future delinquencies and lease charge-offs.

ALLOWANCE FOR LOAN AND LEASE LOSSES AND INDUSTRIAL REVENUE BOND RESERVES

A summary of the activity of the allowance for loan and lease losses and
industrial revenue bond reserves, and selected statistics follows:

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED                       THREE MONTHS ENDED
(Dollars in thousands)                             MARCH 31, 1998                           MARCH 31, 1997
                                        ------------------------------------    ---------------------------------------
                                                        Industrial                                Industrial
Allowance for Loan and Lease            Allowance for    Revenue                 Allowance for     Revenue
  Losses and Industrial Revenue           Loan and        Bond                     Loan and         Bond
  Bond Reserves:                        Lease Losses     Reserves     Total      Lease Losses      Reserves       Total
                                        -------------   ----------    -----      -------------    ----------      -----
<S>                                     <C>             <C>           <C>        <C>              <C>            <C>
Balance at beginning of period          $ 82,583        $ 1,460       $ 84,043       $ 71,865       $ 1,660      $ 73,525
  Acquired balance                          --             --             --            1,653          --           1,653
  Provision for credit losses              5,984            (50)         5,934          1,548           (50)        1,498
  Charge-offs                             (7,620)          --           (7,620)        (5,320)         --          (5,320)
  Recoveries                               1,564           --            1,564          3,127          --           3,127
                                         --------        -------       --------       --------       -------      --------
   Net charge-offs                        (6,056)          --           (6,056)        (2,193)         --          (2,193)
                                         --------        -------       --------       --------       -------      --------
Balance at end of period                $ 82,511        $ 1,410       $ 83,921       $ 72,873       $ 1,610      $ 74,483
                                         --------        -------       --------       --------       -------      --------
                                         --------        -------       --------       --------       -------      --------

Ratio of annualized net loan and 
  lease charge-offs to average loans
  and leases outstanding, excluding
   loans held for sale                        .34%                                       .16%

Allowance for loan and lease losses as
  a percentage of gross loan and lease
  balances, excluding loans held for         1.16%                                      1.33%
  sale
</TABLE>

TCF has experienced an increase in the level of net loan charge-offs related to
its consumer finance portfolio. As a result, net loan charge-offs as a
percentage of average loans outstanding for TCF's consumer finance portfolio
were 3.85% for the three months ended March 31, 1998, compared with 2.83% for
the same period of 1997 and 3.23% for the three months ended December 31, 1997.
In addition, the net loan charge-offs as a percentage of average loans
outstanding for TCF's indirect consumer finance portfolio were 5.66% for the
three months ended March 31, 1998, compared with 4.33% for the same period in
1997 and 4.64% for the three months ended December 31, 1997.

On an ongoing basis, TCF's loan and lease portfolios are reviewed and analyzed
as to credit risk, performance, collateral value and quality. The allowance for
loan and lease losses is maintained at a level believed to be adequate by
management to provide for estimated loan and lease losses. Management's judgment
as to the adequacy of the allowance is a result of ongoing review of larger
individual loans and leases, the overall risk characteristics of the portfolios,
changes in the character or size of the portfolios, the level of non-performing
assets, net charge-offs, geographic location and prevailing economic conditions.
The allowance for loan and lease losses is established for known or anticipated
problem loans and leases, as well as for loans and leases which are not
currently known to require specific allowances. Loans and leases are charged off
to the extent they are deemed to be uncollectible. The unallocated portion of
TCF's

                                      18
<PAGE>

allowance for loan and lease losses totaled $27.2 million at March 31,
1998, compared with $29.4 million at December 31, 1997. 

TCF guarantees certain industrial development and housing revenue bonds 
issued by municipalities to finance commercial and multi-family real estate 
owned by third parties. The balance of such financial guarantees at March 31, 
1998 was $11.8 million, unchanged from December 31, 1997. Management has 
considered these guarantees in its review of the adequacy of the industrial 
revenue bond reserves, which are included in accrued expenses and other 
liabilities in the Consolidated Statements of Financial Condition.

The adequacy of the allowance for loan and lease losses and industrial revenue
bond reserves is highly dependent upon management's estimates of variables
affecting valuation, appraisals of collateral, evaluations of performance and
status, and the amounts and timing of future cash flows expected to be received
on impaired loans. Such estimates, appraisals, evaluations and cash flows may be
subject to frequent adjustments due to changing economic prospects of borrowers,
lessees or properties. These estimates are reviewed periodically and
adjustments, if necessary, are reported in the provision for credit losses in
the periods in which they become known. Management believes the allowance for
loan and lease losses and industrial revenue bond reserves are adequate.

NON-PERFORMING ASSETS

Non-performing assets (principally non-accrual loans and leases and other real
estate owned) totaled $53.6 million at March 31, 1998, down $5.1 million from
the December 31, 1997 total of $58.7 million. Approximately 69% of
non-performing assets at March 31, 1998 consist of, or are secured by, real
estate. The accrual of interest income is generally discontinued when loans and
leases become 90 days or more past due with respect to either principal or
interest unless such loans and leases are adequately secured and in the process
of collection. Non-performing assets are summarized in the following table:

<TABLE>
<CAPTION>
                                                     At               At
                                                  March 31,       December 31,
(Dollars in thousands)                              1998              1997
                                                  ---------       -----------
<S>                                               <C>             <C>
Non-accrual loans and leases (1):
        Consumer:
              Bank lending                         $ 3,566         $ 3,495
              Consumer finance lending              16,348          17,542
                                                   -------         -------
                                                    19,914          21,037
        Residential real estate                      8,140           8,451
        Commercial real estate                       5,652           3,818
        Commercial business                          3,212           3,370
        Lease financing                                171             117
                                                   -------         -------
                                                    37,089          36,793
Other real estate owned and other assets (2)        16,519          21,953
                                                   -------         -------
        Total non-performing assets                $53,608         $58,746
                                                   -------         -------
                                                   -------         -------

Non-performing assets as a percentage
        of net loans and leases                        .77%            .84%
Non-performing assets as a percentage
        of total assets                                .55             .60
</TABLE>

(1) Included in total loans and leases in the Consolidated Statements of
    Financial Condition.
(2) Includes residential real estate of $11.8 million and $11.2 million, 
    commercial real estate of $1.6 million and $6.7 million and automobiles of 
    $2.6 million and $2.6 million at March 31, 1998 and December 31, 1997, 
    respectively.

                                      19
<PAGE>




TCF had no accruing loans and leases 90 days or more past due at March 31, 1998.
The over 30-day delinquency rate on TCF's loans and leases (excluding loans held
for sale and non-accrual loans and leases) was .59% of gross loans and leases
outstanding at March 31, 1998, compared with .72% at year-end 1997. TCF's
delinquency rates are determined using the contractual method. The following
table sets forth information regarding TCF's over 30-day delinquent loan and
lease portfolio, excluding loans held for sale and non-accrual loans and leases:

<TABLE>
<CAPTION>
                                      At March 31, 1998      At December 31, 1997
                                  -------------------------------------------------
                                  Principal   Percentage   Principal   Percentage
(Dollars in thousands)            Balances   of portfolio  Balances   of portfolio
                                  --------- -------------- --------- --------------
<S>                               <C>       <C>            <C>       <C>
Consumer:
    Bank lending                  $ 7,332        .51%      $ 9,646         .66%
    Consumer finance lending       23,132       4.21        28,964        5.13
                                  -------                  -------
                                   30,464       1.53        38,610        1.91
Residential real estate             8,200        .23        10,567         .29
Commercial real estate              1,857        .22         1,173         .14
Commercial business                 1,127        .46           396         .17
Lease financing                       290        .07           886         .21
                                  -------                  -------
                                  $41,938        .59       $51,632         .72
                                  -------                  -------
                                  -------                  -------
</TABLE>

TCF's over 30-day delinquency rate on gross consumer loans was 1.53% at March
31, 1998, down from 1.91% at year-end 1997. Management continues to monitor the
consumer loan portfolio, which will generally have higher delinquencies,
especially consumer finance loans. TCF's over 30-day delinquency rate on gross
consumer finance loans was 4.21% at March 31, 1998, compared with 5.13% at
December 31, 1997. TCF's over 30-day delinquency rate on gross automobile and
home equity consumer finance loans was 5.41% and 2.35% at March 31, 1998,
compared with 6.81% and 2.40%, respectively, at December 31, 1997. Consumer
finance lending is generally considered to involve a higher level of credit
risk. TCF believes that it has in place experienced personnel and acceptable
standards for maintaining credit quality that are consistent with its goals for
expanding its portfolio of these higher-yielding loans, but no assurance can be
given as to the level of future delinquencies and loan charge-offs.

In addition to the non-accrual loans and leases, there were commercial real
estate and commercial business loans with an aggregate principal balance of
$16.2 million outstanding at March 31, 1998 for which management has concerns
regarding the ability of the borrowers to meet existing repayment terms. This
amount consists of loans that were classified for regulatory purposes as
substandard, doubtful or loss, or were to borrowers that currently are
experiencing financial difficulties or that management believes may experience
financial difficulties in the future. This compares with $23.6 million of such
loans at December 31, 1997. Although these loans are secured by commercial real
estate or other corporate assets, they may be subject to future modifications of
their terms or may become non-performing. Management is monitoring the
performance and classification of such loans and the financial condition of
these borrowers.

                                      20
<PAGE>

DEPOSITS

Deposits totaled $6.9 billion at March 31, 1998, up $17.7 million from 
December 31, 1997. The increase included $62.6 million as a result of TCF's 
expansion into the Jewel-Osco stores. This increase was partially offset by 
the sale of two rural Minnesota branches during the 1998 first quarter with 
$56.1 million in deposits. Lower interest-cost checking, savings and money 
market deposits totaled $3.5 billion, up $208.3 million from year-end 1997, 
and comprised 50.7% of total deposits at March 31, 1998. Checking, savings 
and money market deposits are an important source of lower cost funds and fee 
income for TCF. The Company's weighted average-rate for deposits, including 
non-interest bearing deposits, decreased to 3.23% at March 31, 1998, from 
3.42% at December 31, 1997.

BORROWINGS

Borrowings totaled $1.6 billion as of March 31, 1998, down $96.1 million from
year-end 1997. The decrease was primarily due to decreases of $44.2 million in
securities sold under repurchase agreements, $37.2 million in FHLB advances and
$14.5 million in discounted lease rentals. The weighted-average rate on
borrowings decreased to 6.31% at March 31, 1998, from 6.43% at December 31,
1997. At March 31, 1998, borrowings with a maturity of one year or less totaled
$591 million.

STOCKHOLDERS' EQUITY

Stockholders' equity at March 31, 1998 was $948.1 million, or 9.8% of total
assets, down from $953.7 million, or 9.8% of total assets, at December 31, 1997.
The decrease in stockholders' equity is primarily due to the repurchase of
1,127,400 shares of TCF's common stock at a cost of $36.3 million and the
payment of $11.6 million in common stock dividends, partially offset by net
income of $39.9 million for the quarter.

On January 19, 1998, TCF's Board of Directors authorized the repurchase of up to
5% of TCF's common stock, or approximately 4.6 million shares. The repurchased
shares will become treasury shares.

On April 28, 1998, TCF declared a quarterly dividend of 16.25 cents per common
share, payable on May 29, 1998 to shareholders of record as of May 8, 1998.

On April 29, 1998, TCF's shareholders approved an increase in the number of
authorized shares of TCF common stock from 140,000,000 to 280,000,000.

At March 31, 1998, TCF and its bank subsidiaries exceeded their regulatory 
capital requirements and are considered "well-capitalized" under guidelines 
established by the Federal Reserve Board and the Federal Deposit Insurance 
Corporation Improvement Act of 1991.

RECENT ACCOUNTING DEVELOPMENTS

In its March 1998 meeting, the Emerging Issues Task Force ("EITF" or "Task
Force") discussed EITF Issue No. 97-14, "Accounting for Deferred Compensation
Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested," and
reached tentative conclusions that such deferred compensation plans should be
consolidated in a company's financial statements and in certain circumstances
changes in fair value of rabbi trust assets should be recognized in earnings in
the period in which the changes occur. The Task Force did not reach a tentative
conclusion on the method of implementation. Since a consensus was not reached,
it is too early to predict what effect, if any, this issue will have on TCF's
financial statements.

                                      21
<PAGE>

FORWARD-LOOKING INFORMATION

There are a number of important factors which could cause TCF's future 
results to differ materially from historical performance. These include but 
are not limited to possible legislative changes; adverse economic 
developments which may increase default and delinquency risks in TCF's loan 
and lease portfolios; shifts in interest rates which may result in shrinking 
interest margins; deposit outflows; interest rates on competing investments; 
demand for financial services and loan and lease products; increases 
generally in competitive pressure in the banking and financial services 
industry; changes in accounting policies or guidelines, or monetary and 
fiscal policies of the federal government; changes in the quality or 
composition of TCF's loan, lease and investment portfolios; results of 
litigation or other significant uncertainties. TCF's year 2000 compliance 
initiatives are subject to certain uncertainties which may delay or increase 
the cost of achieving compliance. To some extent, TCF's operations will be 
dependent on the year 2000 compliance achieved by outside vendors, borrowers 
and government agencies or instrumentalities such as the Federal Reserve 
System, and also on the cooperation of such parties in testing the 
effectiveness of compliance initiatives. TCF's recently completed 
acquisitions of Standard and the Jewel-Osco branches (and its commitment to 
construct additional Jewel-Osco branches in future periods) are subject to 
additional uncertainties, including the possible failure to fully realize or 
realize within the expected time frame benefits from the transactions. 
Significant uncertainties in such transactions include lower than expected 
income or revenue following the transactions; or higher than expected 
operating costs; business disruption relating to the transactions; greater 
than expected costs or difficulties related to the integration, retention and 
attraction of employees or management of the acquired business operations 
with those of TCF; and other unanticipated occurrences which may increase the 
costs related to the transactions or decrease the expected financial benefits 
of the transactions.


                                       22

<PAGE>

                    TCF FINANCIAL CORPORATION AND SUBSIDIARIES
                             Supplementary Information

<TABLE>
<CAPTION>
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
- --------------------------------------------------------------------------------------------------------------------------------
                                                              At              At            At             At             At
(Dollars in thousands                                      March 31,       Dec. 31,      Sept. 30,      June 30,       March 31,
 except per-share data)                                      1998            1997          1997           1997           1997
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>           <C>             <C>       
SELECTED FINANCIAL CONDITION DATA:
Total assets                                              $9,664,849     $9,744,660     $9,796,154    $7,403,760      $7,317,584
Investments (1)                                              246,364        129,612        130,261        82,098          60,458
Securities available for sale                              1,306,853      1,426,131      1,628,126     1,181,126       1,242,457
Loans and leases                                           7,036,646      7,069,188      7,052,032     5,382,356       5,354,941
Deposits                                                   6,925,024      6,907,310      6,976,687     5,243,574       5,291,894
Borrowings                                                 1,631,021      1,727,152      1,754,445     1,349,369       1,273,411
Stockholders' equity                                         948,070        953,680        919,952       701,063         626,716
- --------------------------------------------------------------------------------------------------------------------------------
                                                                               Three Months Ended
- --------------------------------------------------------------------------------------------------------------------------------
                                                            March 31,      Dec. 31,      Sept. 30,      June 30,       March 31,
                                                              1998           1997          1997           1997           1997
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED OPERATIONS DATA:
Interest income                                             $191,476       $198,739       $173,253      $157,242        $153,380
Interest expense                                              82,324         87,725         73,399        64,605          63,289
                                                            --------       --------       --------      --------        --------
   Net interest income                                       109,152        111,014         99,854        92,637          90,091
Provision for credit losses                                    5,934          5,859          6,341         4,097           1,498
                                                            --------       --------       --------      --------        --------
   Net interest income after provision for 
    credit losses                                            103,218        105,155         93,513        88,540          88,593
                                                            --------       --------       --------      --------        --------
Non-interest income:
   Gain on sale of loans                                         --             145            --            --              --
   Gain on sale of loan servicing                                --             --             --            --            1,622
   Gain on sale of securities available for sale                 502          3,179          2,852         1,093           1,385
   Gain on sale of joint venture interest                      5,580            --             --            --              --
   Gain on sale of branches                                    2,048            742         10,635         2,810             --
   Other non-interest income                                  57,810         55,489         53,917        49,051          43,748
                                                            --------       --------       --------      --------        --------
       Total non-interest income                              65,940         59,555         67,404        52,954          46,755
                                                            --------       --------       --------      --------        --------
Non-interest expense:
   Amortization of goodwill and other intangibles              2,916          2,844         10,559         1,161           1,193
   Other non-interest expense                                 98,453         95,082         87,794        82,982          79,947
                                                            --------       --------       --------      --------        --------
       Total non-interest expense                            101,369         97,926         98,353        84,143          81,140
                                                            --------       --------       --------      --------        --------
   Income before income tax expense                           67,789         66,784         62,564        57,351          54,208
Income tax expense                                            27,895         26,895         25,354        22,416          21,181
                                                            --------       --------       --------      --------        --------
   Net income                                               $ 39,894       $ 39,889       $ 37,210      $ 34,935        $ 33,027
                                                            --------       --------       --------      --------        --------
                                                            --------       --------       --------      --------        --------

Per common share:
       Basic earnings                                       $    .44       $    .44       $    .44      $    .43        $    .41
                                                            --------       --------       --------      --------        --------
                                                            --------       --------       --------      --------        --------
       Diluted earnings                                     $    .43       $    .43       $    .43      $    .42        $    .40
                                                            --------       --------       --------      --------        --------
                                                            --------       --------       --------      --------        --------
       Dividends declared                                   $   .125       $   .125       $   .125      $   .125        $ .09375
                                                            --------       --------       --------      --------        --------
                                                            --------       --------       --------      --------        --------

FINANCIAL RATIOS:
Return on average assets (2)                                    1.66%          1.63%          1.80%         1.90%           1.82%
Return on average realized common equity (2)                   16.99          17.28          19.37         21.35           21.26
Return on average common equity (2)                            16.83          17.10          19.20         21.37           21.26
Average total equity to average assets                          9.83           9.53           9.38          8.91            8.56
Net interest margin (2)(3)                                      4.94           4.93           5.24          5.41            5.31
</TABLE>

- -------------------
(1)    Includes interest-bearing deposits with banks, federal funds sold, U.S.
       Government and other marketable securities held to maturity, FRB stock 
       and FHLB stock.
(2)    Annualized.
(3)    Net interest income divided by average interest-earning assets.


                                       23

<PAGE>

                    TCF FINANCIAL CORPORATION AND SUBSIDIARIES
                       Supplementary Information (Continued)

            Consolidated Average Balance Sheets, Interest and Dividends
               Earned or Paid, and Related Interest Yields and Rates

<TABLE>
<CAPTION>
                                                                   Three Months Ended March 31,
                                          ----------------------------------------------------------------------------
                                                           1998                                   1997
                                          ------------------------------------    ------------------------------------
                                                                      Interest                               Interest
                                            Average                  Yields and   Average                   Yields and
(Dollars in thousands)                      Balance   Interest(1)     Rates (2)   Balance    Interest(1)     Rates (2)
                                          ----------  -----------    ----------  ----------  -----------    ----------
<S>                                       <C>         <C>            <C>         <C>         <C>            <C>
Assets:
Securities available
   for sale (3)                           $1,379,260    $ 24,164       7.01%     $1,188,043   $ 21,383          7.20%
                                          ----------  -----------                ----------  -----------

Loans held for sale                          210,065       3,681       7.01         193,046      3,513          7.28
                                          ----------  -----------                ----------  -----------
                                                                                                            
Loans and leases:                                                                                           
   Residential real                                                                                         
   estate                                  3,649,026      68,094       7.46       2,232,293     43,852          7.86
   Commercial real estate                    845,724      18,916       8.95         855,708     19,113          8.93
   Commercial business                       243,632       5,252       8.62         181,924      4,077          8.96
   Consumer                                1,962,011      56,065      11.43       1,753,395     52,035         11.87
   Lease financings                          370,562      12,521      13.52         310,329      8,205         10.58
                                          ----------  -----------                ----------  -----------    
          Total loans and                                                                                   
             leases (4)                    7,070,955     160,848       9.10       5,333,649    127,282          9.55
                                          ----------  -----------                ----------  -----------    
Investments:                                                                                                
   Interest-bearing                                                                                         
      deposits with banks                      3,935          56       5.69          14,701        185          5.03
   Federal funds sold                         66,166         907       5.48           3,940         51          5.18
   U.S. Government and                                                                                      
      other marketable                                                                                      
      securities held                                                                                       
      to maturity                              4,079          57       5.59           3,913         50          5.11
   FHLB stock                                 81,494       1,419       6.96          51,149        916          7.16
   FRB stock                                  23,049         344       5.97            -           -              -
                                          ----------  -----------                ----------  -----------    
      Total investments                      178,723       2,783       6.23          73,703      1,202          6.52
                                          ----------  -----------                ----------  -----------    
          Total interest-
             earning assets                8,839,003     191,476       8.67       6,788,441    153,380          9.04
                                                      -----------    ----------              -----------    ----------
   Other assets(5)                           802,280                                470,745                 
                                          ----------                             ----------                 
      Total assets                        $9,641,283                             $7,259,186                 
                                          ----------                             ----------                 
                                          ----------                             ----------                 
                                                                                                            
Liabilities and                                                                                             
   Stockholders' Equity:                                                                                    
      Noninterest-bearing                                                                                   
          deposits                        $  879,272                             $  714,709                 
                                          ----------                             ----------                 
      Interest-bearing                                                                                      
          deposits:                                                                                         
          Checking                           650,854       1,695       1.04         515,196      1,390          1.08
          Passbook and statement           1,111,188       4,937       1.78         795,936      3,673          1.85
          Money market                       697,615       5,145       2.95         641,739      4,902          3.06
          Certificates                     3,533,458      44,595       5.05       2,442,543     32,193          5.27
                                          ----------  -----------                ----------  -----------    
          Total interest-                                                                                   
            bearing                                                                                         
            deposits                       5,993,115      56,372       3.76       4,395,414     42,158          3.84
                                          ----------  -----------                ----------  -----------    
                                                                                                            
Borrowings:                                                                                                 
   Securities sold under                                                                                    
      repurchase                                                                                            
      agreements and                                                                                        
      federal funds sold                      96,246       1,429       5.94         450,959      6,312          5.60
   FHLB advances                           1,284,403      18,773       5.85         653,208      9,396          5.75
   Discounted lease                                                                                         
      rentals                                235,066       4,609       7.84         191,876      3,899          8.13
   Subordinated debt                          32,846         936      11.40          42,143        682          6.47
   Collateralized                                                                                           
      obligations                              2,360          54       9.15          40,350        630          6.25
   Other borrowings                            8,324         151       7.26          13,709        212          6.19
                                          ----------  -----------                ----------  -----------    
      Total borrowings                     1,659,245      25,952       6.26       1,392,245     21,131          6.07
                                          ----------  -----------                ----------  -----------    
        Total interest-                                                                                     
             bearing                                                                                        
             liabilities                   7,652,360      82,324       4.30       5,787,659     63,289          4.37
                                                      -----------    ----------              -----------    ----------
                                                                                                            
Other liabilities(5)                         161,603                                135,341                 
                                          ----------                             ----------                 
   Total liabilities                       8,693,235                              6,637,709                 
                                          ----------                             ----------                 
                                                                                                            
Stockholders' equity:(5)                                                                                    
   Preferred equity                              -                                      -                   
   Common equity                             948,048                                621,477                 
                                          ----------                             ----------                 
      Total stockholders'                                                                                   
          equity                             948,048                                621,477                 
                                          ----------                             ----------                 
      Total liabilities                                                                                     
          and stockholders'                                                                                 
          equity                          $9,641,283                             $7,259,186                 
                                          ----------                             ----------                 
                                          ----------                             ----------                 
Net interest income                                     $109,152                              $ 90,091      
                                                      -----------                            -----------    
                                                      -----------                            -----------    
Net interest-rate spread                                               4.37%                                    4.67%
                                                                     ----------                             ----------
                                                                     ----------                             ----------
Net interest margin                                                    4.94%                                    5.31%
                                                                     ----------                             ----------
                                                                     ----------                             ----------

</TABLE>

(1)  Tax-exempt income was not significant and thus has not been presented
     on a tax equivalent basis. Tax-exempt income of $40,000 and $56,000 was
     recognized during the three months ended March 31, 1998 and 1997,
     respectively.

(2)  Annualized.

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

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

(5)  Average balance is based upon month-end balances.


                                       24

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

From time to time, TCF is a party to legal proceedings arising out of its 
general lending and operating activities. TCF is and expects to become 
engaged in a number of foreclosure proceedings and other collection actions 
as part of its loan collection activities. From time to time, borrowers have 
also brought actions against TCF, in some cases claiming substantial amounts 
in damages. TCF is also from time to time involved in litigation relating to 
its retail banking, consumer credit and mortgage banking operations and 
related consumer financial services, including class action litigation. 
Management, after review with its legal counsel, believes that the ultimate 
disposition of its litigation will not have a material effect on TCF's 
financial condition.

On November 2, 1993, TCF National Bank Minnesota ("TCF Minnesota") filed a 
complaint in the United States Court of Federal Claims seeking monetary 
damages from the United States for breach of contract, taking of property 
without just compensation and deprivation of property without due process. 
TCF Minnesota's claim is based on the government's breach of contract in 
connection with TCF Minnesota's acquisitions of certain savings institutions 
prior to the enactment of the Financial Institutions Reform, Recovery and 
Enforcement Act of 1989 ("FIRREA"), which contracts allowed TCF Minnesota to 
treat the "supervisory goodwill" created by the acquisitions as an asset that 
could be counted toward regulatory capital, and provided for other favorable 
regulatory accounting treatment. The United States has not yet answered TCF 
Minnesota's complaint. TCF Minnesota's complaint involves approximately $80.3 
million in supervisory goodwill.

In August 1995, Great Lakes National Bank Michigan ("Great Lakes Michigan") 
filed with the United States Court of Federal Claims a complaint seeking 
monetary damages from the United States for breach of contract, taking of 
property without just compensation and deprivation of property without due 
process. Great Lakes Michigan's claim is based on the government's breach of 
contract in connection with Great Lakes Michigan's acquisitions of certain 
savings institutions prior to the enactment of FIRREA in 1989, which 
contracts allowed Great Lakes Michigan to treat the "supervisory goodwill" 
created by the acquisitions as an asset that could be counted toward 
regulatory capital, and provided for other favorable regulatory accounting 
treatment. The United States has not yet answered Great Lakes Michigan's 
complaint. Great Lakes Michigan's complaint involves approximately $87.3 
million in supervisory goodwill.

On July 1, 1996, the United States Supreme Court issued a decision affirming 
the August 30, 1995 decision of the United States Court of Appeals for the 
Federal Circuit, which decision had affirmed the Court of Federal Claims' 
liability determinations in three other "supervisory goodwill" cases, 
consolidated for review under the title WINSTAR CORP. V. UNITED STATES, 116 
S.Ct. 2432 (1996). In rejecting the United States' consolidated appeal from 
the Court of Federal Claims' decisions, the Supreme Court held in WINSTAR 
that the United States had breached contracts it had entered into with the 
plaintiffs which provided for the treatment of supervisory goodwill, created 
through the plaintiffs' acquisitions of failed or failing savings 
institutions, as an asset that could be counted toward regulatory capital. 
Two of the three cases consolidated in the Supreme Court proceedings are now 
proceeding to trials before the Court of Federal Claims on the issue of 
damages. One of these trials commenced on February 24, 1997, and the 
submission of evidence at trial was completed in April 1998. The Court of 
Federal Claims has not yet determined the amount, if any, that the plaintiff 
may recover in damages from the government's breach of contract. The other 
trial is currently scheduled to begin in  May 1998. In connection with 
the trials in those cases, the Court of Federal Claims in December of 1996 
denied the government's motion seeking to preclude the plaintiffs in these 
cases from offering evidence regarding the scope and extent of any lost 
profits they suffered as a result of the government's breach.

                                      25

<PAGE>

On December 22, 1997, the Court of Federal Claims issued a decision finding 
the existence of contracts and governmental breaches of those contracts in 
four other "supervisory goodwill" cases, consolidated for purposes of that 
decision only under the title CALIFORNIA FEDERAL BANK V. UNITED STATES, Nos. 
92-138C, et al. In reaching its decision, the Court of Federal Claims 
rejected a number of "common issue" defenses that the government has raised 
in a number of "supervisory goodwill" cases.

There are a variety of contracts and contract provisions in the TCF Minnesota 
and Great Lakes Michigan transactions. The government has indicated that it 
will have a number of affirmative defenses against goodwill litigation filed 
against it. There can be no assurance that the U.S. Supreme Court decision in 
WINSTAR or the Court of Federal Claims' recent decision in CALIFORNIA FEDERAL 
will mean that a similar result would be obtained in the actions filed by TCF 
Minnesota and Great Lakes Michigan. There also can be no assurance that the 
government will be determined liable in connection with the loss of 
supervisory goodwill by either TCF Minnesota or Great Lakes Michigan or, even 
if a determination favorable to TCF Minnesota or Great Lakes Michigan is made 
on the issue of the government's liability, that a measure of damages will be 
employed that will permit any recovery on TCF Minnesota's or Great Lakes 
Michigan's claim. Because of the complexity of the issues involved in both 
the liability and damages phases of this litigation, and the usual risks 
associated with litigation, the Company cannot predict the outcome of TCF 
Minnesota's or Great Lakes Michigan's cases, and investors should not 
anticipate any recovery. 

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 29, 1998, the Annual Meeting of the shareholders of TCF was held to 
obtain the approval of shareholders of record as of March 13, 1998 in 
connection with the two matters indicated below. Following is a brief 
description of each matter voted on at the meeting, and the number of votes 
cast for, against or withheld, as well as the number of abstentions and 
broker nonvotes, as to each such matter:

<TABLE>
<CAPTION>
                                                                              Vote
                                                              ------------------------------------------------------------
                                                                                  Against or                       Broker
                                                                  For              Withheld        Abstain        Nonvote
                                                              ----------          ----------      ----------      --------
<S>                                                           <C>                 <C>             <C>            <C>
1.   Election of Directors:
         Robert E. Evans                                       81,752,503           882,445          N/A              N/A
         Luella G. Goldberg                                    81,779,907           855,041          N/A              N/A
         George G. Johnson                                     81,791,946           843,002          N/A              N/A
         David H. Mackiewich                                   81,619,325         1,015,623          N/A              N/A
         Lynn A. Nagorske                                      81,785,519           849,429          N/A              N/A
         Ralph Strangis                                        81,223,998         1,410,950          N/A              N/A

2.   Approval of an increase in the number of authorized 
     shares of TCF Common Stock                                78,020,650         4,245,417       368,881              0
</TABLE>

ITEM 5.  OTHER INFORMATION.

None.

                                       26

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibits.

        See Index to Exhibits on page 29 of this report.

(b)     Reports on Form 8-K.

        A Current Report on Form 8-K, dated January 20, 1998, was filed in 
        connection with TCF's announcement that it had authorized the 
        repurchase of up to 5% of the Company's outstanding shares through 
        open market or privately negotiated transactions. A Current Report 
        on Form 8-K, dated January 30, 1998, was filed in connection with 
        TCF's announcement that it had completed the acquisition of 76 
        branches in Jewel-Osco stores.

                                     27

<PAGE>

                                  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/ Thomas A. Cusick
                                   -------------------------------------------
                                   Thomas A. Cusick, Vice Chairman of 
                                     the Board, Chief Operating Officer
                                     and Director


                                         /s/ Mark R. Lund
                                   -------------------------------------------
                                   Mark R. Lund, Senior Vice President,
                                     Assistant Treasurer and Controller
                                     (Principal Accounting Officer)


Dated:  May 14, 1998

                                      28

<PAGE>

                   TCF FINANCIAL CORPORATION AND SUBSIDIARIES

                                INDEX TO EXHIBITS
                                  FOR FORM 10-Q

   Exhibit                                                Sequentially
   Number              Description                        Numbered Page
   ------              -----------                        -------------
    3(i)      Restated Articles of Incorporation

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

   11         Computation of Earnings Per Common Share         

                                     29


<PAGE>


                        RESTATED CERTIFICATE OF INCORPORATION

                                          OF

                              TCF FINANCIAL CORPORATION


                          As amended through April 29, 1998.

<PAGE>


                        RESTATED CERTIFICATE OF INCORPORATION
                                          OF
                              TCF FINANCIAL CORPORATION
                            (INCORPORATED APRIL 28, 1987)

                               Pursuant to Section 245
                            of the General Corporation Law
                                     of Delaware


TCF Financial Corporation, a corporation organized and existing under the 
laws of the State of Delaware, hereby certifies as follows:

ARTICLE 1.     CORPORATE TITLE; RESTATEMENT 

     The name of the Corporation is TCF Financial Corporation. The date of 
filing of its original Certificate of Incorporation with the Secretary of 
State was April 28, 1987 with Restated Certificates of Incorporation filed on 
June 29, 1987 and August 11, 1987. This Restatement was duly adopted by the 
Board of Directors of TCF Financial Corporation pursuant to Section 245 of 
the General Corporation Law of Delaware (the 'Delaware Corporation Law"). 
This restatement only restates and integrates and does not further amend the 
provisions of the corporation's certificate of incorporation as heretofore 
amended or supplemented, and there is no discrepancy between those provisions 
and the provisions of this Restated Certificate.   

ARTICLE 2.     ADDRESS

     The address of the Corporation's registered office in the State of 
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of 
Wilmington, County of New Castle.  The name of its registered agent at such 
address is The Corporation Trust Company.

ARTICLE 3.     PURPOSE

     The purpose of the Corporation is to engage in any lawful act or 
activity for which corporations may be organized under the Delaware 
Corporation Law.


                                 -1-

<PAGE>

ARTICLE 4.     CAPITAL STOCK

     A.   AUTHORIZED SHARES

     The total number of shares of all classes of stock which the Corporation 
shall have the authority to issue is three hundred ten million (310,000,000) 
shares, $.01 par value, divided into two classes of which two hundred eighty 
million (280,000,000) shares shall be Common Stock (hereinafter the "Common 
Stock") and thirty million (30,000,000) shares shall be Preferred Stock 
(hereinafter the "Preferred Stock").  The number of authorized shares of 
Preferred Stock may be increased or decreased (but not below the number of 
shares thereof then outstanding) by the affirmative vote of the holders of a 
majority of the stock of the Corporation entitled to vote without a separate 
vote of the holders of Preferred Stock as a class.

     B.   COMMON STOCK

     Subject to the rights of the holders of shares of any series of the 
Preferred Stock, and except as may be expressly provided with respect to the 
Preferred Stock or any series thereof herein or in a resolution of the Board 
of Directors establishing such series or by law:

          (1)  the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property, or in shares of the Corporation's capital stock.

          (2)  Each share of Common stock shall be entitled to one vote for the
election of directors and on all other matters requiring stockholder action.

     C.   PREFERRED STOCK

     The designations and the powers, preferences and rights, and the 
qualifications, limitations or restrictions thereof, of the Preferred Stock 
shall be as follows:

          (1)  The Board of Directors is expressly authorized at any time, 
and from time to time, to provide for the issuance of shares of Preferred 
Stock in one or more series, with such voting powers, full or limited 
(including, without limitation, more than one vote, less than one vote or one 
vote per share and the ability to vote separately as a class or together with 
all or some of the other classes or series of capital stock on all or certain 
of the matters to be voted on by the stockholders of the Corporation), or no 
voting powers, and with such designations, preferences and relative, 
participating, optional or other special rights, and qualifications, 
limitations or restrictions thereof, as shall be stated and expressed in the 
resolution or resolutions providing for the issuance thereof adopted by the 
Board of Directors, including, but not limited to, the following:


                                 -2-

<PAGE>

               (a)  the designation and number of shares constituting such 
series;

               (b)  the dividend rate or rates of such series, if any, or the 
manner of determining such rate or rates, if any, the conditions and dates 
upon which such dividends shall be payable, the preference or relation which 
such dividends shall bear to the dividends payable on any other class or 
classes or of any other series of capital stock and whether such dividends 
shall be cumulative or non-cumulative, and, if cumulative, from which date or 
dates; 

               (c)  whether the shares of such series shall be subject to 
redemption by the Corporation, and, if made subject to  such redemption, the 
times, prices and other terms and conditions of such redemption;

               (d)  the terms and amount of any sinking fund provided for the 
purchase or redemption of the shares of such series;

               (e)  whether the shares of such series shall be convertible 
into or exchangeable for shares of any other class or classes or of any other 
series of any class or classes of capital stock of the Corporation, and, if 
provision be made for conversion or exchange, the time, prices, rates, 
adjustments and other terms and conditions of such conversion or exchange;

               (f)  the extent, if any, to which the holders of the shares of 
such series shall be entitled to vote as a class or otherwise, and if so 
entitled, the number of votes to which such holder is entitled, with respect 
to the election of directors or otherwise;

               (g)  the restrictions, if any, on the issue or reissue of any 
additional series of Preferred Stock; and

               (h)  the rights, if any, of the holders of the shares of such 
series in the event of voluntary or involuntary liquidation, dissolution or 
winding up.

          (2)  Subject to any limitations or restrictions stated in the 
resolution or resolutions of the Board of Directors originally fixing the 
number of shares constituting a series, the Board of Directors may by 
resolution or resolutions likewise adopted increase or decrease (but not 
below the number of shares of the series then outstanding) the number of 
shares of the series subsequent to the issue of that series, and in case the 
number of shares of any series shall be so decreased the shares constituting 
the decrease shall resume that status which they had prior to the adoption of 
the resolution originally fixing the number of shares.

ARTICLE 5.     ACQUISITION OF STOCK

          [Omitted]


                               -3-

<PAGE>

ARTICLE 6.     INCORPORATOR

          [Omitted]

ARTICLE 7.     BOARD OF DIRECTORS

     A.   NUMBER OF DIRECTORS

     The business and affairs of the Corporation shall be managed by or under 
the direction of a board of directors (the "Board of Directors").  The 
authorized number of directors shall consist of not fewer than seven nor more 
than twenty-five directors.  Within such limits, the exact number of 
directors shall be fixed from time to time pursuant to a resolution adopted 
by a majority of the Continuing Directors (as defined hereinafter in Article 
8).

       B. ELECTION OF DIRECTORS

     Except as otherwise designated pursuant to the provisions of Article 4 
relating to the rights of the holders of any class or series of Preferred 
Stock, the directors of the Corporation shall be divided into three classes, 
as nearly equal in number as possible: the first class, the second class and 
the third class.  Each director shall serve for a term ending on the third 
annual meeting following the annual meeting at which such director was 
elected; PROVIDED, HOWEVER, that the directors first elected to the first 
class shall serve for a term ending upon the election of directors at the 
annual meeting next following the end of the calendar year 1987, the 
directors first elected to the second class shall serve for a term ending 
upon the election of directors at the second annual meeting next following 
the end of the calendar year 1987, and the directors first elected to the 
third class shall serve for a term ending upon the election of directors at 
the third annual meeting next following the end of the calendar year 1987.

     At each annual election, the successors to the class of directors whose 
term expires at that time shall be elected by the stockholders to hold office 
for a term of three years (or until their successors are elected and 
qualified) to succeed those directors whose term expires, so that the term of 
one class of directors shall expire each year, unless, by reason of any 
intervening changes in the authorized number of directors, the Board of 
Directors shall have designated one or more directorships whose term then 
expires as directorships of another class in order more nearly to achieve 
equality of number of directors among the classes of directors.

     Notwithstanding the requirement that the three classes of directors 
shall be as nearly equal in number of directors as possible, in the event of 
any change in the authorized number of directors, each director then 
continuing to serve as such shall nevertheless continue as a director of the 
class of which he or  she is a member until the expiration of his or her 
current term, or his or her prior resignation, disqualification, or removal 
from office.


                                 -4-

<PAGE>

     C.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES

     Except as otherwise designated pursuant to the provisions of Article 4 
relating to the rights of the holders of any class or series of Preferred 
Stock, any vacancies on the Board of Directors resulting from death, 
resignation, retirement, disqualification, removal from office or other cause 
shall be filled by the affirmative vote of a majority of the Continuing 
Directors (as defined hereinafter in Article 8), or if there be no Continuing 
Directors, by the affirmative vote of a majority of directors then in office, 
although less than a quorum, or by the sole remaining director, or, in the 
event of the failure of the Continuing Directors, the directors, or the sole 
remaining director so to act, by the stockholders at the next election of 
directors; PROVIDED THAT, if the holders of any class or classes of stock or 
series thereof of the Corporation, voting separately, are entitled to elect 
one or more directors, vacancies and newly created directorships of such 
class or classes or series may be filled by a majority of the directors 
elected by such class or classes or series thereof then in office, or by a 
sole remaining director so elected. Directors so chosen shall hold office for 
a term expiring at the annual meeting of stockholders at which the term of 
the class to which they have been elected expires.  A director elected to 
fill a vacancy by reason of an increase in the number of directorships shall 
be elected by a majority vote of the directors then in office, although less 
than a quorum of the Board of Directors, to serve until the next election of 
the class for which such director shall have been chosen.  If the number of 
directors is changed, any increase or decrease shall be apportioned among the 
three classes so as to make all classes as nearly equal in number as 
possible.  If, consistent with the preceding requirement, the increase or 
decrease may be allocated to more than one class, the increase or decrease 
may be allocated to any such class the Board of Directors selects in its 
discretion.  No decrease in the number of directors constituting the Board of 
Directors shall shorten the term of any incumbent director.

       D. REMOVAL

     A director may be removed only for cause, as determined by the 
affirmative vote of the holders of at least a majority of the shares then 
entitled to vote in an election of directors, which vote may only be taken at 
a meeting of stockholders (and not by written consent), the notice of which 
meeting expressly states such purpose.  Cause for removal shall be deemed to 
exist only if the director whose removal is proposed has been convicted of a 
felony by a court of competent jurisdiction or has been adjudged by a court 
of competent jurisdiction to be liable for gross negligence or misconduct in 
the performance of such director's  duty to the Corporation and such 
adjudication is no longer subject to direct appeal.

ARTICLE 8.     CERTAIN BUSINESS COMBINATIONS

     A.   HIGHER VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS

     In addition to any affirmative vote of holders of a class or series of 
capital stock of the Corporation required by law or the provisions of this 
Certificate of Incorporation, and except as otherwise expressly provided in 
Paragraph B of this Article 8, a Business Combination (as hereinafter 
defined) with, or upon a proposal by, a Related Person (as hereinafter 
defined)


                                    -5-

<PAGE>

shall be approved only upon the affirmative vote of the holders of at least 
eighty percent (80%) of the Voting Stock (as hereinafter defined) of the 
Corporation voting together as a single class, excluding all shares of Voting 
Stock beneficially owned or controlled by a Related Person.  Such affirmative 
vote shall be required notwithstanding the fact that no vote may be required 
by law or regulation, or that a lesser percentage may be specified, by law or 
regulation.

     B.   WHEN HIGHER VOTE IS NOT REQUIRED

     The provisions of Paragraph A of this Article 8 shall not be applicable 
to any particular Business Combination and such Business Combination shall 
require only such affirmative vote as is required by law, regulation or any 
other provision of this Certificate of Incorporation, if all of the 
conditions specified in any one of the following Subparagraphs (1), (2), or 
(3) are met:

          (1)  Approval by directors.  The Business Combination has been 
approved by a vote of a majority of the Continuing Directors (as hereinafter 
defined); or

          (2)  Combination with subsidiary.  The Business Combination is 
solely between the Corporation and a direct or indirect subsidiary of the 
Corporation and such Business Combination does not have the direct or 
indirect effect set forth in Paragraph C(2)(e) of this Article 8; or

          (3)  Price and procedural conditions.  The proposed Business 
Combination will be consummated within three years after the date the Related 
Person became a Related Person (the "Determination Date") and all of the 
following conditions have been met:

               (a)  The aggregate amount of cash and fair market value (as of 
the date of the consummation of the Business Combination) of consideration 
other than cash, to be received per share of Common Stock in such Business 
Combination by holders thereof shall be at least equal to the highest of the 
following: (i) the highest per share price (with appropriate adjustments for 
recapitalizations, reclassifications (including stock splits and reverse 
stock splits), and stock dividends), including any brokerage commissions, 
transfer taxes and soliciting dealers' fees, paid by the Related Person for 
any shares of Common Stock acquired by it, including those shares acquired by 
the Related Person before the Determination Date, or (ii) the fair market 
value of the common stock of the Corporation (as determined by the Continuing 
Directors) on the date the Business Combination is first proposed (the 
"Announcement Date").

               (b)  The aggregate amount of cash and fair market value (as of 
the date of the consummation of the Business Combination) of consideration 
other than cash, to be received per share of any class or series of Preferred 
Stock in such Business Combination by holders thereof shall be at least equal 
to the higher of the following: (i) the highest per share price (with 
appropriate adjustments for recapitalizations, reclassifications (including 
stock splits and reverse stock splits), and stock dividends), including any 
brokerage commissions,


                                   -6-

<PAGE>

transfer taxes and soliciting dealers' fees, paid by the Related Person for 
any shares of such class or series of Preferred Stock acquired by it, 
including those shares acquired by the Related Person before the 
Determination Date; (ii) the fair market value of such class or series of 
Preferred Stock of the Corporation (as determined by a majority of the 
Continuing Directors) on the Announcement Date; and (iii) the highest 
preferential amount per share of such class or series of Preferred Stock to 
which the holders thereof would be entitled in the event of voluntary or 
involuntary liquidation, dissolution or winding up of the affairs of the 
Corporation (regardless of whether the Business Combination to be consummated 
constitutes such an event).

               (c)  The consideration to be received by holders of a 
particular class or series of outstanding Common or Preferred Stock shall be 
in cash or in the same form as the Related Person has previously paid for 
shares of such class or series of stock.  If the Related Person has paid for 
shares of any class or series of stock with varying forms of consideration, 
the form of consideration given for such class of series of stock in the 
Business Combination shall be either cash or the form used to acquire the 
largest number of shares of such class or series of stock previously acquired 
by it.

               (d)  No Extraordinary Event (as hereinafter defined) occurs 
after the Related Person has become a Related Person and prior to the 
consummation of the Business Combination.

               (e)  A proxy or information statement describing the proposed 
Business Combination and complying with the requirements of the Securities 
Exchange Act of 1934 and the rules and regulations thereunder (or any 
subsequent provisions replacing such Act, rules or regulations) is mailed to 
stockholders of the Corporation at least 30 days prior to the  consummation 
of such Business Combination (whether or not such proxy or information 
statement is required pursuant to such Act or subsequent provisions, although 
such proxy or information statement need be filed with the Securities and 
Exchange Commission only if a filing is required by such Act or subsequent 
provisions) and shall contain at the front thereof in a prominent place the 
recommendations, if any, of a majority of the Continuing Directors as to the 
advisability or inadvisability of the Business Combination and of any 
investment banking firm selected by a majority of the Continuing Directors as 
to the fairness of the Business Combination from the point of view of the 
stockholders of the Corporation other than the Related Person.

     C.   CERTAIN DEFINITIONS

     For purposes of this Article 8, and such other Articles of this Certificate
of Incorporation that specifically incorporate by reference the definitions
contained in this Article 8:

          (1)  "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934
is in effect on January 1, 1987.


                                    -7-
<PAGE>

          (2)  "Business Combination" shall mean any of the following 
transactions, when entered into by the Corporation or a direct or indirect 
subsidiary of the Corporation with, or upon a proposal by, a Related Person:

               (a)  the acquisition, merger or consolidation of the 
Corporation or any direct or indirect subsidiary of the Corporation; or

               (b)  the sale, lease, exchange, mortgage, pledge, transfer or 
other disposition (in one or a series of transactions) of any assets of the 
Corporation or any direct or indirect subsidiary of the Corporation having an 
aggregate fair market value of $10,000,000 or more; or

               (c)  the issuance or transfer by the Corporation or any direct 
or indirect subsidiary of the Corporation (in one or a series of 
transactions) of securities of this Corporation or that subsidiary having an 
aggregate fair market value of $10,000,000 or more; or

               (d)  the adoption of a plan or proposal for the liquidation or 
dissolution of the Corporation or any direct or indirect subsidiary of the 
Corporation; or

               (e)  any reclassification of securities (including a stock 
split or reverse stock split), recapitalization, consolidation or any other 
transaction (whether or not involving a Related Person) which has the direct 
or indirect effect of  increasing the voting power, whether or not then 
exercisable, of, a Related Person in any class or series of capital stock of 
the Corporation or any direct or indirect subsidiary of the Corporation; or

               (f)  any agreement, contract or other arrangement providing 
directly or indirectly for any of the foregoing or any amendment or repeal of 
this Article 8.

          (3)  "Continuing Director" shall mean (a) if a Related Person 
exists, any member of the Board of Directors of the Corporation who is not a 
Related Person or an Affiliate or Associate of a Related Person and who was a 
member of the Board of Directors immediately prior to the time that a Related 
Person became a Related Person, and any successor to a Continuing Director 
who is not a Related Person or an Affiliate or Associate of a Related Person 
and is recommended to succeed a Continuing Director by a majority of the 
Continuing Directors who are then members of the Board of Directors; and (b) 
if a Related Person does not exist, any member of the Board of Directors.

          (4)  "Extraordinary Event" shall mean, as to any Business 
Combination and Related Person, any of the following events that is not 
approved by a majority of the Continuing Directors:

               (a)  any failure to declare and pay at the regular date therefor
any full 


                                      -8-
<PAGE>

quarterly dividend (whether or not cumulative) on outstanding Preferred 
Stock; or

               (b)  any reduction in the annual rate of dividends paid on the 
Common Stock (except as necessary to reflect any subdivision of the Common 
Stock); or

               (c)  any failure to increase the annual rate of dividends paid 
on the Common Stock as necessary to reflect any reclassification (including a 
stock split or reverse stock split), recapitalization, reorganization or any 
similar transaction that has the effect of reducing the number of outstanding 
shares of the Common Stock; or

               (d)  the receipt by the Related Person, after the 
Determination Date, of a direct or indirect benefit (except proportionately 
as a stockholder) from any loans, advances, guarantees, pledges or other 
financial assistance or any tax credits or other tax advantages provided by 
the Corporation or any direct or indirect subsidiary of the Corporation, 
whether in anticipation of or in connection with the Business Combination or 
otherwise.

          (5)  The term "person" shall mean any individual, corporation, 
partnership, bank, association, joint stock company, trust, syndicate, 
unincorporated organization or similar company, or a group of "persons" 
acting or agreeing to act together for  the purpose of acquiring, holding, 
voting or disposing of securities of the Corporation, including any group of 
"persons" seeking to combine or pool their voting or other interests in the 
equity securities of the Corporation for a common purpose, pursuant to any 
contract, understanding, relationship, agreement or other arrangement whether 
written or otherwise.

          (6)  "Related Person" shall mean any person (other than the 
Corporation, a direct or indirect subsidiary of the Corporation, or any 
profit sharing, employee stock ownership or other employee benefit plan of 
the Corporation or a direct or indirect subsidiary of the Corporation or any 
trustee of or fiduciary with respect to any such plan acting in such 
capacity) that is the direct or indirect beneficial owner (as defined in Rule 
13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 as in effect 
on January 1, 1987) of more than ten percent (10%) of the outstanding Voting 
Stock of the Corporation, and any Affiliate or Associate of any such person.

          (7)  "Voting Stock" shall mean all outstanding shares of the Common 
or Preferred Stock of the Corporation entitled to vote generally in the 
election of directors.

          (8)  In the event of any Business Combination in which the 
Corporation survives, the phrase "consideration other than cash" as used in 
Paragraphs B(3)(a) and B(3)(b) of this Article 8 shall include the shares of 
Common Stock and/or the shares of any other class of Preferred Stock retained 
by the holders of such shares.

          (9)  A majority of the Continuing Directors shall have the power to 
make all determinations with respect to this Article 8, including, without 
limitation, the transactions that 


                                     -9-
<PAGE>

are Business Combinations, the persons who are Related Persons, the time at 
which a Related Person became a Related Person, and the fair market value of 
any assets, securities or other property, and any such determinations of such 
Continuing Directors shall be conclusive and binding.

     D.     NO EFFECT ON FIDUCIARY OBLIGATIONS OF RELATED PERSONS

     Nothing contained in this Article 8 shall be construed to relieve any 
Related Person from any fiduciary obligation imposed by law.

ARTICLE 9.  ACTION BY WRITTEN CONSENT

     Except for the removal of a director pursuant to Article 7 hereof, any 
action required to be taken or which may be taken at any annual or special 
meeting of the stockholders of the Corporation may be taken by written 
consent without a meeting if a consent in writing, setting forth the action 
so taken, shall be  signed by all of the stockholders of the Corporation 
entitled to vote thereon.

ARTICLE 10. SPECIAL MEETINGS

     Special meetings of the stockholders may only be called by a majority of 
the Continuing Directors (as defined in Article 8).

ARTICLE 11. BYLAWS

     Bylaws may be adopted, amended or repealed by (i) the affirmative vote 
of the holders of at least eighty percent (80%) of the total votes eligible 
to be cast at a stockholders' meeting duly called and held or (ii) a 
resolution adopted by the Board of Directors, including a majority of the 
Continuing Directors (as defined in Article 8).

ARTICLE 12. LIMITATION OF DIRECTORS' LIABILITY

     A director of the Corporation shall not be personally liable to the 
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty as a director, except: (i) for any breach of the director's duty of 
loyalty to the Corporation or its stockholders, (ii) for acts or omissions 
not in good faith or which involve intentional misconduct or a knowing 
violation of law, (iii) under Section 174 of the Delaware Corporation Law, or 
(iv) for any transaction from which the director derives any improper 
personal benefit.  If the Delaware Corporation Law is amended after the 
formation of this Corporation to permit the further elimination or 


                                     -10-
<PAGE>

limitation of the personal liability of directors, then the liability of a 
director of the Corporation shall be eliminated or limited to the fullest 
extent permitted by the Delaware General Corporation Law, as so amended. Any 
repeal or modification of this Article 12 by the stockholders of the 
Corporation shall not adversely affect any right or protection of a director 
of the Corporation in respect of any act or omission occurring prior to the 
time of such repeal or modification.

ARTICLE 13. INDEMNIFICATION

     A.     Each person who was or is made a party or is threatened to be 
made a party to or is involved in any action, suit or proceeding, whether 
civil, criminal, administrative or investigative (hereinafter a 
"proceeding"), by reason of the fact that he or she, or a person of whom he 
or she is the legal representative, is or was a director or officer of the 
Corporation or a subsidiary thereof or is or was serving at the request of 
the Corporation, as a director, officer, partner, member or trustee of 
another corporation or of a partnership,  joint venture, trust or other 
enterprise, including service with respect to employee benefit plans, whether 
the basis of such proceeding is alleged action in an official capacity as a 
director, officer, partner, member or trustee or in any other capacity while 
so serving, shall be indemnified and held harmless by the Corporation to the 
fullest extent authorized by the Delaware Corporation Law, as the same exists 
or may hereinafter be amended (but, in the case of any such amendment to the 
Delaware Corporation Law, the right to indemnification shall be retroactive 
only to the extent that such amendment permits the Corporation to provide 
broader indemnification rights than such law prior to such amendment 
permitted the Corporation to provide), against all expense, liability, and 
loss (including, without limitation, attorneys' fees and related 
disbursements, judgments, fines, ERISA excise taxes or penalties, and amounts 
paid or to be paid in settlement thereof) reasonably incurred or suffered by 
such person in connection therewith, and such indemnification shall continue 
as to a person who has ceased to be a director, officer, partner, member or 
trustee and shall inure to the benefit of his or her heirs, executors and 
administrators; PROVIDED, HOWEVER, that, except as provided in Paragraph B 
hereof with respect to proceedings seeking to enforce rights to 
indemnification, the Corporation shall indemnify any such person seeking 
indemnification in connection with a proceeding (or part thereof) initiated 
by such person only if such proceeding (or part thereof) was authorized by 
the Board of Directors of the Corporation.  The right to indemnification 
conferred in this Paragraph A shall be a contract right and shall include the 
right to be paid the expenses incurred in defending any such proceeding in 
advance of its final disposition; PROVIDED, HOWEVER, that, if the Delaware 
Corporation Law so requires, the payment of such expenses incurred by a 
director or officer in his or her capacity as a director or officer (and not 
in any other capacity in which service was or is rendered by such person 
while a director or officer, including, without limitation, service to an 
employee benefit plan) in advance of the final disposition of a proceeding 
shall be made only upon delivery to the Corporation of an undertaking, by or 
on behalf of such director or officer, to repay all amounts so advanced if it 
shall ultimately be determined that such director or officer is not entitled 
to be indemnified under this Paragraph A or otherwise.  Such right to 
indemnification and the payment of expenses incurred in defending a 
proceeding in advance of the final disposition may be 


                                     -11-
<PAGE>

conferred upon any person who is or was an employee or agent of the 
Corporation or a subsidiary thereof or is or was serving at the request of 
the Corporation as an employee or agent of another corporation or of a 
partnership, joint venture, trust or other enterprise, including service with 
respect to employee benefit plans, if, and to the extent, authorized by the 
Bylaws or the Board of Directors, and shall inure to the benefit or his or 
her heirs, executors and administrators.

     B.     If a claim under Paragraph A of this Article 13 is not paid in 
full by the Corporation within thirty (30) days after a written claim has 
been received by the Corporation, the claimant may at any time thereinafter 
bring suit against the Corporation to recover the unpaid amount of the claim 
and, if successful in whole or in part, the claimant shall also be entitled 
to be paid the expense of prosecuting such claim.  It shall be a defense to 
any such action (other than an action brought to enforce a claim for expenses 
incurred in defending any proceeding in advance of its final disposition 
where the required undertaking, if any is required, has been tendered to the 
Corporation) that the claimant has not met the standards of conduct which 
make it permissible under the Delaware Corporation Law for the Corporation to 
indemnify the claimant for the amount claimed, but the burden of proving such 
defense shall be on the Corporation. Neither the failure of the Corporation 
(including, without limitation, its Board of Directors, independent legal 
counsel, or stockholders) to have made a determination prior to the 
commencement of such action that indemnification of the claimant is proper in 
the circumstances because he or she has met the applicable standard of 
conduct set forth in the Delaware Corporation Law, nor an actual 
determination by the Corporation (including without limitation, its Board of 
Directors, independent legal counsel, or stockholders) that the claimant has 
not met such applicable standard of conduct, shall be a defense to the action 
or create a presumption that the claimant has not met the applicable standard 
of conduct.

     C.     The right to indemnification and the payment of expenses incurred 
in defending a proceeding in advance of its final disposition conferred in 
this Article 13 shall not be exclusive of any other right to which any person 
may have or hereinafter acquire under any statute, provision of this 
Certificate of Incorporation or by the Bylaws of the Corporation, agreement, 
vote of stockholders or disinterested directors, or otherwise.

     D.     The Corporation may maintain insurance, at its expense, to 
protect itself and any director, officer, employee or agent of the 
Corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any expense, liability, or loss, whether or not the 
Corporation would have the power to indemnify such person against such 
expense, liability or loss under the Delaware Corporation Law.

     E.     Any repeal or modification of the foregoing provisions of this 
Article 13 shall not adversely affect any right or protection hereunder of 
any person in respect of any act or omission occurring prior to the time of 
such repeal or modification.

     F.     If this Article 13 or any portion hereof shall be invalidated on 
any ground by any court of competent jurisdiction, then the Corporation shall 
nevertheless indemnify each director or officer of the Corporation as to any 
expense (including  attorneys' fees), judgment, 


                                     -12-
<PAGE>

fine and amount paid in settlement with respect to any action, suit or 
proceeding, whether civil, criminal, administrative or investigative, 
including an action by or in the right of the Corporation, to the full extent 
permitted by any applicable portion of this Article 13 that shall not have 
been invalidated and to the full extent permitted by applicable law.

ARTICLE 14. AMENDMENT OF CERTIFICATE OF INCORPORATION

     The Corporation reserves the right to amend, alter, change or repeal any 
provision contained in this Certificate of Incorporation in the manner now or 
hereinafter prescribed by law.  Notwithstanding the foregoing and in addition 
to any separate requirements contained in this Certificate of Incorporation, 
the affirmative vote of the holders of at least eighty percent (80%) of the 
total votes eligible to be cast at a legal meeting shall be required to 
amend, repeal or adopt any provisions inconsistent with, Articles 5, 7, 8, 9, 
10, 11, 12, 13, and this Article 14.

     THE UNDERSIGNED, being the Chief Executive Officer and Chairman of the 
Board of the Corporation, does hereby certify that this Restated Certificate 
of Incorporation merely restates and integrates and does not further amend 
the Corporation's previous Restated Certificate of Incorporation, as amended, 
and that this Restated Certificate of Incorporation has been duly adopted in 
accordance with section 245 of the Delaware Corporation Law, and does hereby 
make and file this Restated Certificate of Incorporation.

Dated:  April 29, 1998.

                                   /s/ William A. Cooper
                                   -------------------------------
                                   William A. Cooper
                                   Chief Executive Officer and
                                   Chairman of the Board of Directors

Attest: /s/ Gregory J. Pulles
        -----------------------
        Gregory J. Pulles
        Secretary 


                                     -13-

<PAGE>

Exhibit 11 - Computation of Earnings Per Common Share

                                       
                   TCF FINANCIAL CORPORATION AND SUBSIDIARIES

                    Computation of Earnings Per Common Share
                  (Dollars in thousands, except per-share data)
                                   (Unaudited)
<TABLE>
<CAPTION>

Computation of Basic Earnings Per Common                       Three Months Ended
  Share for Statements of Operations:                                March 31,
- ----------------------------------------                  ----------------------------
                                                              1998             1997
                                                          -----------      -----------
<S>                                                       <C>              <C>
Income applicable to common shareholders                  $    39,894      $    33,027
                                                          -----------      -----------
                                                          -----------      -----------

Weighted average common shares outstanding                 90,914,027       80,778,560
                                                          -----------      -----------
                                                          -----------      -----------

Basic earnings per common share                           $       .44      $       .41
                                                          -----------      -----------
                                                          -----------      -----------


Computation of Diluted Earnings Per Common
  Share for Statements of Operations:
- ----------------------------------------

Net income                                                $    39,894      $    33,027
Add:                                                                       
Interest expense on 7 1/4% convertible
  subordinated debentures, net of tax                            --                 79
                                                          -----------      -----------
    Income applicable to common shareholders
      including effect of dilutive securities             $    39,894      $    33,106
                                                          -----------      -----------
                                                          -----------      -----------

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       90,914,027       80,778,560
    Net dilutive effect of:
        Stock option plans                                    391,541          517,970
        Restricted stock plans                                510,912          835,847
        Assumed conversion of 7 1/4% convertible
          subordinated debentures                                --            838,634
                                                          -----------      -----------

                                                           91,816,480       82,971,011
                                                          -----------      -----------
                                                          -----------      -----------

Diluted earnings per common share                         $       .43      $       .40
                                                          -----------      -----------
                                                          -----------      -----------
</TABLE>

                                     

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
QUARTER 1998 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         363,200
<INT-BEARING-DEPOSITS>                           2,116
<FED-FUNDS-SOLD>                               135,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  1,306,853
<INVESTMENTS-CARRYING>                           4,122
<INVESTMENTS-MARKET>                             4,122
<LOANS>                                      7,036,646
<ALLOWANCE>                                     82,511
<TOTAL-ASSETS>                               9,664,849
<DEPOSITS>                                   6,925,024
<SHORT-TERM>                                   591,023
<LIABILITIES-OTHER>                            160,734
<LONG-TERM>                                  1,039,998
                                0
                                          0
<COMMON>                                           929
<OTHER-SE>                                     947,141
<TOTAL-LIABILITIES-AND-EQUITY>               9,664,849
<INTEREST-LOAN>                                160,848
<INTEREST-INVEST>                               26,947
<INTEREST-OTHER>                                 3,681
<INTEREST-TOTAL>                               191,476
<INTEREST-DEPOSIT>                              56,372
<INTEREST-EXPENSE>                              82,324
<INTEREST-INCOME-NET>                          109,152
<LOAN-LOSSES>                                    5,984
<SECURITIES-GAINS>                                 502
<EXPENSE-OTHER>                                101,369
<INCOME-PRETAX>                                 67,789
<INCOME-PRE-EXTRAORDINARY>                      39,894
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    39,894
<EPS-PRIMARY>                                      .44
<EPS-DILUTED>                                      .43
<YIELD-ACTUAL>                                    4.94
<LOANS-NON>                                     37,089
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                 16,200
<ALLOWANCE-OPEN>                                82,583
<CHARGE-OFFS>                                    7,620
<RECOVERIES>                                     1,564
<ALLOWANCE-CLOSE>                               82,511
<ALLOWANCE-DOMESTIC>                            55,278
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                         27,233
        

</TABLE>


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