0001104659-10-010078 Sample Contracts

TCF FINANCIAL CORPORATION COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • February 26th, 2010 • TCF Financial Corp • National commercial banks • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with TCF Financial Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the common stock (par value $0.01 per share) of the Company (the “Common Stock”) with an aggregate offering price of up to $150 million, subject to an over-allotment option.

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