Filed by MAF Bancorp, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: St. Francis Capital Corporation (Commission File No: 0-21298) ON JULY 28, 2003, MAF BANCORP, INC. ISSUED THE FOLLOWING NEWS RELEASE: FOR IMMEDIATE RELEASE - --------------------- For: MAF Bancorp, Inc. Contact: Jerry A. Weberling, 55th Street & Holmes Avenue Chief Financial Officer Clarendon Hills, IL 60514 Michael J. Janssen, Senior Vice President www.mafbancorp.com (630) 325-7300 MAF BANCORP, INC. TO PARTICIPATE IN KEEFE, BRUYETTE & WOODS COMMUNITY BANK INVESTOR CONFERENCE Clarendon Hills, Illinois, July 28, 2003 - MAF Bancorp, Inc. (MAFB), announced that it will be participating in the Keefe, Bruyette & Woods 4th Annual Community Bank Investor Conference to be held in New York, NY on July 29-31, 2003. The conference will be broadcast on the Internet at www.kbw.com and will also be available through MAF's website at www.mafbancorp.com. Through the websites, interested investors will have the opportunity to hear the presentation by Allen Koranda, Chairman of the Board and CEO of MAF Bancorp and Kenneth Koranda, President of MAF Bancorp, which is scheduled to be delivered on Wednesday, July 30, 2003 at 8:50 a.m. Central Time. The presentation will also be available on the websites for approximately thirty days following the conference. In connection with the KBW conference, the Company confirmed today that it is comfortable with analysts' mean consensus earnings estimate for 2004 of $3.75 per share. MAF Bancorp is the parent company of Mid America Bank, a federally chartered stock savings bank. The Bank operates a network of 43 retail banking offices primarily in Chicago and its western suburbs. The Company's common stock trades on the Nasdaq Stock Market under the symbol MAFB. Forward-Looking Information --------------------------- Statements contained in this news release that are not historical facts constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which involve significant risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," "plan," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ from those predicted. The Company undertakes no obligation to update these forward-looking statements in the future. Factors which could have a material adverse effect on operations and could affect management's outlook or future prospects of the Company and its subsidiaries include, but are not limited to, higher than expected costs or unanticipated difficulties associated with the integration of Fidelity Bancorp into MAF, difficulties or delays in completing the acquisition of St. Francis Capital Corporation, difficulties in the integration or delays in the data processing conversion which may affect MAF's ability to achieve anticipated cost savings related to the operation of the acquired banking offices of St. Francis, higher than expected costs related to the St. Francis transaction, unanticipated changes in interest rates or flattening of the yield curve, deteriorating economic conditions which could result in increased delinquencies in MAF's or St. Francis' loan portfolio, changes in purchase accounting adjustments and/or amortization periods relating to the St. Francis acquisition, legislative or regulatory developments, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of MAF's or St. Francis' loan or investment portfolios, or further deterioration in the value of investment securities, demand for loan products, secondary mortgage market conditions, deposit flows, competition, demand for financial services and residential real estate in MAF's and St. Francis' market area, unanticipated slowdowns in real estate lot sales or problems in closing pending real estate contracts, delays in real estate development projects, the possible short-term dilutive effect of other potential acquisitions, if any, and changes in accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. NOTE: The following notice is included to meet certain legal requirements. ------------------------------------------------------------------------- MAF will be filing a registration statement containing a joint proxy statement/prospectus and other documents regarding its proposed acquisition of St. Francis with the Securities and Exchange Commission. MAF and St. Francis shareholders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about MAF and St. Francis, and the proposed transaction. When available, copies of this joint proxy statement/prospectus will be mailed to MAF and St. Francis shareholders, and it and other documents filed by MAF or St. Francis with the SEC may be obtained free of charge at the SEC's web site at http://www.sec.gov, or by directing a request to MAF at 55th Street & Holmes Avenue, Clarendon Hills, IL 60514 or St. Francis at 13400 Bishops Lane, Suite 350, Brookfield, Wisconsin 53005-6203. MAF and St. Francis and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of MAF and St. Francis in favor of the proposed merger. Information regarding such persons can be found in MAF's and St. Francis' respective proxy statements, annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the SEC. Additional information regarding the interests of such persons will also be set forth in the joint proxy statement/prospectus when it is filed with the SEC. ### KEEFE, BRUYETTE & WOODS 4TH ANNUAL COMMUNITY BANK INVESTOR CONFERENCE PRESENTATION MATERIALS: SLIDE 1 MAF BANCORP, INC. Keefe, Bruyette & Woods 4th Annual Community Bank Investor Conference July 29-31, 2003 SLIDE 2 MAF BANCORP, INC. "PAYING A HIGHER RATE OF ATTENTION" [LOGO] [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 3 Forward-Looking Information Information and data contained in this presentation that are not historical facts constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which involve significant risks and uncertainties. MAF intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking the safe harbor provisions. These forward-looking statements include, but are not limited to, statements relating to: (1) the benefits of the proposed merger of MAF and St. Francis, including projected future financial and operating results, estimated cost savings and accretion to MAF's projected earnings per share that may be realized from the merger and (2) MAF's plans, objectives, and expectations. Forward-looking statements are generally identifiable by the use of words such as "believe," "expect," "anticipate," "estimate," "project," "plan," or similar expressions. The ability of MAF to predict results or the actual effect of future plans and strategies is uncertain and actual results may differ from those predicted. MAF undertakes no obligation to update these forward-looking statements in the future. Factors which could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements include, but are not limited to, higher than expected costs or unanticipated difficulties associated with the integration of Fidelity Bancorp into MAF, difficulties or delays in completing the acquisition of St. Francis, difficulties in the integration or delays in the data processing conversion which may affect MAF's ability to achieve anticipated cost savings related to the operation of the acquired banking offices of St. Francis, higher than expected costs related to the St. Francis transaction, unanticipated changes in interest rates or flattening of the yield curve, deteriorating economic conditions which could result in increased delinquencies in MAF's or St. Francis' loan portfolio, changes in purchase accounting adjustments and/or amortization periods relating to the St. Francis acquisition, legislative or regulatory developments, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of MAF's or St. Francis' loan or investment portfolios or further deterioration in the value of investment securities, demand for loan products, secondary mortgage market conditions, deposit flows, competition, demand for financial services and residential real estate in MAF's and St. Francis' market area, unanticipated slowdowns in real estate lot sales or problems in closing pending real estate contracts, delays in real estate development projects, the possible short-term dilutive effect of other potential acquisitions, if any, and changes in accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 4 ADDITIONAL INFORMATION MAF will be filing a registration statement containing a joint proxy statement/prospectus and other documents regarding its proposed acquisition of St. Francis with the Securities and Exchange Commission. MAF and St. Francis shareholders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about MAF and St. Francis, and the proposed transaction. When available, copies of this joint proxy statement/prospectus will be mailed to MAF and St. Francis shareholders, and it and other documents filed by MAF or St. Francis with the SEC may be obtained free of charge at the SEC's web site at http://www.sec.gov, or by directing a request to MAF at 55th Street & Holmes Avenue, Clarendon Hills, IL 60514 or St. Francis at 13400 Bishops Lane, Suite 350, Brookfield, Wisconsin 53005-6203. MAF and St. Francis and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of MAF and St. Francis in favor of the proposed merger. Information regarding such persons can be found in MAF's and St. Francis' respective proxy statements, annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the SEC. Additional information regarding the interests of such persons will also be set forth in the joint proxy statement/prospectus when it is filed with the SEC. [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 5 MAF Bancorp, Inc. (incl. Fidelity) o Largest Chicago-based thrift o 9th largest deposit market share in Chicago area o 43 branch offices; average branch size of $100 million o 200,000 households served o $6.7 billion in assets o $4.3 billion in deposits o 9.4% equity to assets ratio o Market capitalization of $1.0 billion (07/24/03) [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 6 [MAP OF MAF BANCORP, INC.'S MARKET AREA APPEARS HERE] [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 7 MARKET EXPANSION [MAP] Milwaukee/Waukesha PMSA Detail Market Rank Company Type Branches Deposits Share - ---- ----------------------- ---- -------- -------- ------ 1 Marshall & Ilsley Corp. Bank 53 $ 8,090.5 25.93% 2 U.S. Bancorp Bank 43 6,954.5 22.29 3 Bank One Corp. Bank 30 2,188.1 7.01 4 Associated Banc-Corp Bank 42 1,512.4 4.85 5 MAF/ST. FRANCIS THRIFT 21 1,358.8 4.36 6 Guaranty Financial Corp. (MHC) Thrift 34 1,046.6 3.35 7 Wauwatosa Savings Bank Savings Bank 4 857.0 2.75 8 Bank Mutual Corp. (MHC) Thrift 18 768.3 2.46 9 North Shore Bank, FSB Thrift 17 660.4 2.12 10 Tri City Bankshares Corp. Bank 29 522.4 1.67 ------------------------------ --- --------- TOTALS 544 $31,195.8 [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 8 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Total Assets (Billions) (At Period End) $4.66 $5.20 $5.60 $5.94 $5.98 $9.17* ----- ----- ----- ----- ----- ----- 12/99 12/00 12/01 12/02 3/03 * Estimated Pro Forma following completion of Fidelity and St. Francis acquisitions. [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 9 [PIE CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Composition of Deposits - 6/30/03 CDs 41% Passbook 28% Money Market 13% Checking 18% [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 10 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Number of Checking Accounts o 14% Annual Growth Rate Since December 1999 (At Period End) 102,572 115,421 140,621 154,099 161,335 - ------- ------- ------- ------- ------- 12/99 12/00 12/01 12/02 6/03 [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 11 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Deposit Account Service Charges (Millions) o 27% Annual Growth Rate (12/98 - 12/02) $8.6 $10.2 $12.7 $16.5 $22.2 - ----- ----- ----- ----- ----- 12/98 12/99 12/00 12/01 12/02 Year Ended [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 12 [PIE CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Non-Interest Income Sources o $56 Million for the Year Ended 12/31/02 Deposit Account Fees 39% Mortgage Banking 21% Real Estate Development 17% Brokerage Fees 5% Other 18% [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 13 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Efficiency Ratio 48.5% 45.2% 44.6% 47.0% 46.4% ----- ----- ----- ----- ----- 12/98 12/99 12/00 12/01 12/02 Year Ended [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 14 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Return on Average Equity (At Period End) 15.0% 15.6% 14.8% 15.8% 15.0% - ----- ----- ----- ----- ---- 12/99 12/00 12/01 12/02 6/03 (Annualized) [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 15 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Earnings Per Share by Year o 17% Annual Growth Rate (1998-2002) $1.65 $2.07 $2.40 $2.56 $3.11 ----- ----- ----- ----- ----- 1998 1999 2000 2001 2002 Year Ended [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 16 Stock Price Performance Compounded Annual Growth Rate Three Year 29.0% Five Year 10.7% Ten Year 19.2% Period Ended 6/30/03 (dividends reinvested) [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 17 o Customers for Life o Diversity of Loan Type o Numerous Sources of Fee Income [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 18 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Loan Originations / Loan Sales (Millions) Loan Originations - ----------------- $1,484 $2,828 $3,691 $2,448 ------ ------ ------ ------ 2000 2001 2002 6/03 (Six Months Ended) Loan Sales - ---------- $336 $1,020 $1,315 $879 ---- ----- ----- ---- 2000 2001 2002 6/03 (Six Months Ended) [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 19 [BAR CHART APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Home Equity Loans (Millions) (At Period End) $134 $147 $210 $311 $419 $491 - ----- ----- ----- ----- ----- ------- 12/98 12/99 12/00 12/01 12/02 6/30/03 [ARROW] Mid Town acquisition [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 20 Business Banking o $80 million in Outstanding Loans o $74 million in Business Banking Deposits o High Credit Quality [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 21 LOAN DIVERSIFICATION (BASED ON LOANS AS OF 3/31/03) MAF LOAN PORTFOLIO ($4.4 BILLION)[PIE CHART: 1-4 FAMILY 77.3%, COMM.RE/OTHER 5.4%, MULTIFAMILY 6.6%, C&I 0.5%, CONSUMER 10.2%] FIDELITY LOAN PORTFOLIO ($.4 BILLION)[PIE CHART: 1-4 FAMILY 58.6%, COMM.RE/OTHER 5.0%, MULTIFAMILY 30.3%, C&I 2.9%, CONSUMER 3.2%] ST. FRANCIS LOAN PORTFOLIO ($1.3 BILLION)[PIE CHART: 1-4 FAMILY 16.7%, COMM.RE/OTHER 33.7%, MULTIFAMILY 11.4%, C&I 9.2%, CONSUMER 29.0%] PRO FORMA COMBINED LOAN PORTFOLIO ($6.2 BILLION)[PIE CHART: 1-4 FAMILY 63.0%, COMM.RE/OTHER 11.5%, MULTIFAMILY 9.1%, C&I 2.5%, CONSUMER 13.9%] [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 22 LOAN-GENERATED FEE INCOME o Mortgage Banking o Title Insurance o Risk Sharing with Mortgage Insurance Companies [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 23 Mortgage Banking Operations (Millions) Year Ended Six Months Ended ---------------------- ---------------- 2001 2002 6/30/03 -------- -------- ------- Gain on sale of Loans $ 8.7 $ 16.4 $15.8 Loans sold $1,020 $1,375 $ 879 [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 24 BAR CHART Income from Real Estate Operations (Millions) $4.5 $9.6 $9.5 $11.5 $9.7 ----- ----- ----- ----- ----- 12/98 12/99 12/00 12/01 12/02 Year Ended [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 25 o Customers for Life o Diversity of Loan Type o Diversity of Fee Income [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 26 MAF BANCORP, INC. "PAYING A HIGHER RATE OF ATTENTION" [LOGO] [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 27 This document does not offer to sell any securities of MAF Bancorp and is not soliciting an offer to buy any securities. The information in this material should be read in conjunction with the periodic reports that MAF Bancorp files with the Securities and Exchange Commission. [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 28 APPENDIX Note: The following slides have been excerpted from the investor presentation prepared in connection with the May 21, 2003 announcement of the proposed acquisition of St. Francis Capital Corporation. The slides are based on information as of the time of announcement, or such other date as may be noted. They have not been updated for any changes to such information since that time. SLIDE 29 STFR ACQUISITION STFR TRANSACTION SUMMARY Transaction Structure: 100% stock merger; tax-free to STFR shareholders Fixed Exchange Ratio: 0.790 MAFB shares per STFR share Implied Transaction Price: (1) $26.57 / share Aggregate Transaction Value:(2) $263.6 million Treatment of Options: STFR options cashed out or exchanged for MAFB options Termination Fee: $13.3 million paid by St. Francis to MAF under certain circumstances Walk-Away Provision: Double trigger Board Representation: One seat at holding company level; three seats at bank level Due Diligence: Completed Anticipated Closing: (3) 4th quarter 2003 [GRAPHIC OMITTED] <FN> ________________ (1) Based on MAFB closing stock price of $33.63 on May 20, 2003. (2) Based on 9,398,531 STFR common shares outstanding and assumes conversion of 1,380,850 STFR options outstanding with an average strike price of $16.50. (3) Requires MAFB and STFR shareholder approvals and OTS and FDIC approval; transaction subject to customary closing conditions. </FN> [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 30 STFR ACQUISITION TRANSACTION OVERVIEW STRONG FINANCIAL IMPACT 8.2%, OR 29 CENTS, ACCRETION TO GAAP EPS IN 2004 (1) 0.8%, OR 3 CENTS, ACCRETION TO CASH EPS IN 2004 (2) ACCRETIVE TO TANGIBLE BOOK VALUE PER SHARE WITHIN 12 MONTHS OF CLOSING STRONG PRO FORMA CAPITAL RATIOS EXCELLENT PRO FORMA ASSET QUALITY PRO FORMA MARKET CAPITALIZATION OF $1.1 BILLION CONTINUATION OF STRONG CORE DEPOSIT FUNDING LEVELS EXPERIENCED ACQUIROR COMPLETED DUE DILIGENCE REVIEW 10% COST SAVINGS ASSUMED BY MAF IN 2004 (55% OF FULL RUN RATE) 17% COST SAVINGS ASSUMED BY MAF IN 2005 (95% OF FULL RUN RATE) ACCRETIVE TRANSACTION DOES NOT REQUIRE REVENUE ENHANCEMENTS OR CAPITAL MANAGEMENT MAF HAS A PROVEN RECORD OF SUCCESSFULLY EXECUTING AND INTEGRATING ACQUISITIONS ___________________ (1) PROJECTED 2004 GAAP EPS IS BASED ON MEAN I/B/E/S EPS ESTIMATE AS OF MAY 20, 2003. (2) SEE RECONCILIATION OF GAAP EPS TO CASH EPS ON PAGE 17. [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 31 STFR ACQUISITION MARKET EXPANSION St. Francis-Deposit Market Overview St. Francis Branch Franchise Proj. Growth 2002-2007 ------------------------------------------ -------------------------- Mkt. Median Rank Deposits Share Branches Population Hshld. Inc. Population Med. HH Inc. ---- -------- ----- -------- ---------- ----------- ---------- ------------ Wisconsin 11 $1,388.2 1.66% 22 5,421,728 $ 47,566 2.98% 18.4% Milwaukee/Waukesha PMSA 5 $1,358.8 4.36% 21 1,505,593 $ 53,810 1.11% 19.7% Milwaukee County 4 $ 924.0 4.22% 11 931,991 $ 45,574 -1.93% 17.7% Waukesha County 8 222.6 3.52 5 368,871 71,430 5.90 21.9 Washington County 4 141.7 9.11 4 121,123 57,416 7.82 15.5 Ozaukee County 8 70.6 4.94 1 83,608 74,645 4.16 25.2 Non-PMSA Counties Walworth County 14 $ 29.4 2.46% 1 96,950 $ 49,318 8.32% 17.6% MAF--DEPOSIT MARKET OVERVIEW MAF Branch Franchise(1) Proj. Growth 2002-2007 ------------------------------------------ -------------------------- Mkt. Median Rank Deposits Share Branches Population Hshld. Inc. Population Med. HH Inc. ---- -------- ----- -------- ---------- ----------- ---------- ------------ Illinois 12 $ 4,162.1 1.56% 39 12,512,729 $ 54,464 2.27% 24.4% Chicago PMSA 9 $ 4,162.1 2.07% 39 8,372,880 $ 63,289 3.42% 20.8% Cook County 8 $ 3,044.5 2.11% 28 5,383,443 $ 57,214 0.75% 20.4% DuPage County 9 936.3 3.66 7 918,223 86,165 4.36 25.3 Will County 13 83.4 1.47 2 530,678 66,169 13.42 19.1 Kane County 15 97.9 1.78 2 418,891 62,692 9.13 14.1 - ------------- SOURCE: SNL FINANCIAL AND CLARITAS, INC. DEPOSITS AS OF JUNE 30, 2002. $ IN MILLIONS FOR DEPOSITS, IN DOLLARS FOR HOUSEHOLD INCOME. <FN> (1) MAF DEPOSIT TOTALS INCLUDE DEPOSITS OF FIDELITY BANCORP. MAF EXPECTS THE PENDING ACQUISITION OF FIDELITY TO BE COMPLETED IN THE THIRD QUARTER OF 2003. MAF'S NUMBER OF BRANCHES INCLUDE FIDELITY BRANCHES AND ARE AS OF MARCH 31, 2003. </FN> [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 32 STFR ACQUISITION ACCRETIVE TO GAAP & CASH EPS PROJECTED FOR EARNINGS PER SHARE PROJECTIONS CALENDAR YEAR 2004(3) - ------------------------------ --------------------- Current MAFB Diluted GAAP EPS Estimate (1) $ 3.52 Pro Forma Diluted GAAP EPS Estimate $ 3.81 GAAP Accretion to MAF ($) $ 0.29 GAAP Accretion to MAF (%) 8.24% Current MAFB Diluted Cash EPS Estimate (2) $ 3.59 Pro Forma Diluted Cash EPS Estimate (2) $ 3.62 Cash Accretion to MAF ($) $ 0.03 Cash Accretion to MAF (%) 0.84% (1) BASED ON MEAN I/B/E/S EPS ESTIMATE FOR 2004, AS OF MAY 20, 2003. (2) SEE RECONCILIATION OF MAFB GAAP EPS ESTIMATE TO CASH EPS ESTIMATE ON PAGE 17. (3) CASH EPS REFLECTS THE ELIMINATION OF ACCRETION/AMORTIZATION OF PURCHASE ACCOUNTING ADJUSTMENTS. ASSUMES A 12/31/03 CLOSING DATE FOR THE ST. FRANCIS ACQUISITION. [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 33 STFR ACQUISITION PRO FORMA EARNINGS IMPACT ($ in millions) PROJECTED FOR EARNINGS PROJECTIONS CALENDAR YEAR 2004(3) - --------------------- --------------------- MAF Net Income $ 89.4(1) St. Francis Net Income $ 27.0(2) Estimated After-Tax Cost Savings $ 3.2(3) Purchase Accounting Adjustments $ 9.6(4) CDI Amortization Expense $ (1.2)(5) Earnings Give-Up on Transaction Costs $ (0.4) ======= Pro Forma Combined Projected Net Income $ 127.6 ======= (1) BASED ON MEAN I/B/E/S EPS ESTIMATE OF $3.52 AS OF MAY 20, 2003. (2) BASED ON INTERNAL PROJECTIONS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2004. (3) BASED ON INTERNAL ESTIMATES. (4) INCLUDES ACCRETION/AMORTIZATION OF PURCHASE ACCOUNTING ADJUSTMENTS BASED ON CURRENT ESTIMATES. MARK-TO-MARKET ADJUSTMENTS, AND THE RELATED ACCRETION OR AMORTIZATION OF SUCH AMOUNTS, WILL BE DETERMINED ON THE CLOSING DATE OF THE ACQUISITION. THE CURRENT ESTIMATES MAY DIFFER MATERIALLY FROM THE FINAL PURCHASE ACCOUNTING ADJUSTMENTS AND ACCRETION/AMORTIZATION AMOUNTS DUE TO CHANGES IN INTEREST RATES, THE FINAL COMPOSITION OF ST. FRANCIS' ASSETS AND LIABILITIES AND OTHER FACTORS. (5) BASED ON INTERNAL AMORTIZATION SCHEDULE. [MAF BANCORP, INC. LOGO APPEARS HERE] SLIDE 34 STFR ACQUISITION CASH EPS RECONCILIATION RECONCILIATION OF MAFB GAAP TO CASH EPS ESTIMATES FOR 2004 STAND ALONE PRO FORMA ----------------- ----------------- Current MAFB GAAP EPS estimate $ 3.52(1) $ 3.81 Add back after-tax effect of non-cash purchase accounting adjustments from acquisitions: (2) Core deposit intangible amortization $ 0.04 $ 0.07 Amortization/accretion of purchase accounting adjustments $ 0.03 (0.26) -------- ------- MAFB cash EPS estimate (2) $ 3.59 $ 3.62 ======== ======= (1) Based on mean I/B/E/S EPS estimate as of May 20, 2003. (2) Based on internal estimates. [MAF BANCORP, INC. LOGO APPEARS HERE]