Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Beginning on August 6, 2012, TFS Financial Corporation (the "Company") entered into amendments to certain Restricted Stock Unit Award Agreements (the "Amendments"), which were previously entered into with certain executive officers of the Company effective on August 11, 2008, May 12, 2009 and May 14, 2010, respectively. The Amendments provide that upon the vesting of any restricted stock units ("RSUs"), the Company may, in its sole discretion, distribute shares of common stock of the Company subject to the vested RSUs to pay certain taxes imposed on the vesting of RSUs and retain such shares of common stock to satisfy the minimum amount of such required tax withholding.

The foregoing summary of the terms of the Amendments is qualified in its entirety by reference to the forms of the Amendments, which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit
No.

10.1 Form of First Amendment to Restricted Stock Unit Award Agreement
(August 11, 2008 Award)
10.2 Form of First Amendment to Restricted Stock Unit Award Agreement
(May 12, 2009 Award)
10.3 Form of First Amendment to Restricted Stock Unit Award Agreement
(May 14, 2010 Award)

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