content_image/92623.jpg content_image/92630.jpg
## Independent Auditors’ Report 

<img src='content_image/92623.jpg'>

The Board of Directors and Stockholders of TCF Financial Corporation: 

We have audited the accompanying consolidated statements of finan- cial condition of TCF Financial Corporation and subsidiaries as of December 31, 2002 and 2001, and the related consolidated state- ments of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2002. These con- solidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assur- ance about whether the financial statements are free of material mis- statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TCF Financial Corporation and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. 

As discussed in note 1 to the consolidated financial statements, the Company adopted the provisions of the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation , as of January 1, 2000 and Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets , as of January 1, 2002. 

<img src='content_image/92630.jpg'>

Minneapolis, Minnesota January 15, 2003 

