EXHIBIT 10(X)
Exhibit 10(x) Mid America Bank, fsb Directors' Deferred Compensation Plan
MID AMERICA FEDERAL SAVINGS BANK
DIRECTORS' DEFERRED COMPENSATION PLAN
MID AMERICA FEDERAL SAVINGS BANK
DIRECTORS' DEFERRED COMPENSATION PLAN
I. PURPOSE
The purpose of this Mid America Federal Savings Bank Directors' Deferred
Compensation Plan is to provide a further means whereby MAF Bancorp, Inc.
(the "Holding Company"), by and through its wholly-owned subsidiary, Mid
America Federal Savings Bank (the "Company") may afford financial security
to directors who have rendered and continue to render valuable services to
the Holding Company and the Company. By providing directors a means
whereby fees may be deferred to some later period, the Plan will encourage
productive efforts of the Board of Directors.
In lieu of providing defined benefits, compensation reductions made
pursuant to the Plan will be either credited with interest or earn a return
based on the performance of MAF Bancorp, Inc. common stock ("Holding
Company Stock"), for the benefit of each Participant. To provide
additional financial security, and to protect the purpose of the Plan,
certain death benefits are provided to qualifying Participants.
II. DEFINITIONS AND CERTAIN PROVISIONS
2.1 "1987 Plan" means the 1987 Directors' Deferred Compensation Plan.
2.2 "1992 Plan" means the 5-year extension of the 1987 Plan otherwise
referred to as the 1992 Directors' Deferred Compensation Plan.
2.3 "Agreement" means an agreement executed annually between a Participant
and the Company, whereby a Participant agrees to defer a portion of
his Compensation for the next calendar year pursuant to the provisions
of the Plan, and the Company agrees to make benefit payments in
accordance with the provisions of the Plan.
2.4 "Beneficiary" means the person or persons designated by a Participant
pursuant to Section 4.8.
2.5 "Board of Directors" means the Board of Directors of MAF Bancorp, Inc.
2.6 "Committee" means the Plan Committee appointed to administer the Plan
pursuant to Article VI.
2.7 "Company" means Mid America Federal Savings Bank and its successors or
assigns.
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2.8 "Compensation" means the directors fees for personal services rendered
by a Participant as a director of the Company during a calendar year.
2.9 "Deferral Year" means any calendar year.
2.10 "Deferred Benefit Account" means the account(s) maintained on the
books of the Company for each Participant pursuant to Article III and
shall consist of a Regular Deferral Sub-Account and a Stock Deferral
Sub-Account. A Participant's Deferred Benefit Account shall not
constitute or be treated as a trust fund of any kind.
2.11 "Determination Date" means the date on which the amount of a
Participant's Deferred Benefit Account is determined as provided in
Article III hereof. The last day of each calendar quarter or the date
of a Participant's Termination of Service shall be a Determination
Date.
2.12 "Holding Company Stock" means the common stock of MAF Bancorp, Inc.
2.13 "Moody's" means the average Corporate Bond Yield for the preceding
calendar year, as determined from the Moody's Bond Record published by
Moody's Investor's Service, Inc. (or any successor thereto).
2.14 "Normal Benefit Date" means the later of (i) date of Termination of
Service of the Participant, or (ii) age 65.
2.15 "Participant" means a member of the Board of Directors of the
Company, who is designated to be eligible pursuant to Section 3.1 and
who enters into an Agreement.
2.16 "Plan" means the Mid America Federal Savings Bank Directors' Deferred
Compensation Plan as amended from time to time.
2.17 "Plan Effective Date" means January 1, 1997.
2.18 "Retirement Interest Yield" means a rate of interest equal to 130
percent of Moody's.
2.19 "Regular Deferral Sub-Account" means that portion of the Deferred
Benefit Account to which the Participant elects to have deferrals
credited and which earns interest in accordance with the provisions of
Section 3.7.
2.20 "Stock Deferral Sub-Account" means that portion of the Deferred
Benefit Account to which the Participant elects to have deferrals
credited and which earns a return based on the performance of the
Holding Company Stock and in accordance with the provisions of Section
3.7.
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2.21 "Termination of Service" means the Participant's ceasing his service
with the Company for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of death, disability or a change-
in-control.
2.22 "Total Expected Deferral" means with respect to the 1987 Plan or the
1992 Plan, a Participant's expected deferrals pursuant to either the
1987 Plan or the 1992 Plan, as determined and elected at the beginning
of such plan, subject to reduction for any subsequent decrease in
actual deferral amounts in accordance with the original provisions of
such plans. In calculating a Participant's Total Expected Deferral,
the Participant's Compensation at the time of his deferral election
shall be used.
III. PARTICIPATION AND COMPENSATION REDUCTION
3.1 Participation. Participation in the Plan shall be limited to
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directors of the Company or Holding Company who elect to participate
in the Plan for a calendar year by filing an Agreement with the
Company prior to the date of the first Board of Directors' meeting for
a calendar year. On a Participant's Agreement, executed no later than
one year prior to the events described in Sections 4.1, 4.3 and 4.4,
an election under Sections 4.3, 4.4 and 4.5 shall be made.
3.2 Deferral Amounts
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(i) A Participant's Regular Deferral Sub-Account shall initially be
credited with the December 31, 1996 balance of his deferred
benefit account from the 1987 Plan and the 1992 Plan. Such
amounts shall be governed by the terms of this Plan, which shall
supersede the 1987 Plan and the 1992 Plan and any and all
agreements signed under these plans.
(ii) In addition, Participants may elect to defer any percentage (in 5
percentage point increments) of their Compensation for any
Deferral Year.
3.3 Timing of Deferral Credits. The amount of Compensation that a
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Participant elects to defer in the Agreement shall cause an equivalent
reduction in his Compensation, and shall be credited to the
Participant's Deferred Benefit Account throughout each Plan Year as
the Participant is paid, or would have been paid, the non-deferred
portion of Compensation for such Plan Year.
3.4 New Participants. A Participant who first attains such status
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subsequent to January 1, 1997, shall be entitled to participate in the
Plan after being named a Participant and after completing an
Agreement, and such Participant shall be bound by all terms and
conditions of the Plan.
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3.5 Alteration of Compensation Deferral. Except as provided in Section
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3.6, a Participant's election to defer Compensation shall be
irrevocable.
3.6 Emergency Benefit; Waiver of Deferral. In the event that the
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Committee, upon written petition of the Participant, determines in its
sole discretion, that the Participant has suffered an unforeseeable
financial emergency, the Company shall pay to the Participant as soon
as practicable following such determination, or following a
determination by the Committee that a payout is necessary to preserve
the intended value of the Plan to the Participant, an amount not in
excess of the Participant's Deferred Benefit Account, necessary to
satisfy the emergency or preserve the intended value of the Plan to
the Participant. For purposes of this Plan, an unforeseeable
financial emergency is an unexpected need for cash arising from an
illness, casualty loss, sudden financial reversal, or other such
unforeseeable occurrence. Cash needs arising from foreseeable events,
such as the purchase of a residence or education expenses for children
shall not be considered the result of an unforeseeable financial
emergency. In the event of certain circumstances described in this
paragraph, and upon the request of the Participant, the Committee may
also grant a waiver of the Participant's agreement to defer a stated
amount of Compensation for all or part of the remainder of the
calendar year covered by the Participant's Agreement.
3.7 Determination of Deferred Benefit Account.
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(a) A Participant shall annually make an election as to whether
deferrals made pursuant to Section 3.2(ii) shall be invested in
the Regular Deferral Sub-Account or the Stock Deferral Sub-
Account. A Participant may elect to have a portion of his
deferrals invested in each sub-account, in no less than 5
percentage point increments. The Deferred Benefit Account shall
be comprised of the combination of the Regular Deferral Sub-
Account and the Stock Deferral Sub-Account.
(b) The Retirement Interest Yield or Moody's, whichever is
appropriate under the terms of this Plan, shall be credited on
the average daily balance of the Regular Deferral Sub-Account.
(c) Amounts invested in the Stock Deferral Sub-Account shall be
invested in Holding Company Stock on or near the last trading day
of the month in which such deferrals are made based on the
average of the closing bid and offer prices of the Holding
Company Stock on such date if such shares are purchased from the
Company, or based on the best price available, if such shares are
purchased in the open market. Such deferral amounts shall earn a
return based solely on the performance of Holding Company Stock
after such date. Dividends paid on Holding Company Stock shall
be reinvested in Holding Company Stock on or near the last
trading day of the month which includes the dividend payment
date. Notwithstanding any other
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provision in this Plan to the contrary, in no event shall any
Participant deferrals be invested in Holding Company Stock if
immediately after such proposed investment, the total number of
shares of Holding Company Stock purchased by all current or
former Participants in this Plan and the Mid America Federal
Savings Bank Executive Deferred Compensation Plan since January
1, 1997, would exceed 25,000 shares (as adjusted for stock splits
and stock dividends). In such case, all deferrals, whether
previously elected by a Participant to be invested in the Regular
Deferral Sub-Account or the Stock Deferral Sub-Account, shall be
invested in the Regular Deferral Sub-Account. Each Participant
shall be entitled to direct the voting of shares allocated to his
or her Stock Deferral Sub-Account.
(d) Each Participant's respective sub-accounts as of each
Determination Date shall consist of the balance of the
Participant's sub-accounts as of the immediately preceding
Determination Date, plus the Participant's elective deferred
Compensation pursuant to Section 3.2(ii) since the immediately
preceding Determination Date. The sub-accounts of each
Participant shall be reduced by the amount of all distributions,
if any, made from such account since the preceding Determination
Date. The Retirement Interest Yield shall be credited on the
average daily balance of the Regular Deferral Sub-Account as of
the Determination Date and since the last preceding Determination
Date, but after the Deferred Benefit Account has been adjusted
for any additions (including interest earnings) or distributions
to be credited or deducted for each such day. Unrealized
appreciation or depreciation shall be credited or charged to a
Participant's Stock Deferral Sub-Account as of the Determination
Date based on the increase or decrease in the value of Holding
Company Stock since the last Determination Date.
3.8 Vesting of Deferred Benefit Account. A Participant shall be 100
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percent vested in his Deferred Benefit Account.
IV. BENEFITS
4.1 Retirement Benefit. Subject to Section 4.5 and except as described in
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the third sentence of this paragraph, upon a Participant's reaching
the age of 65, he shall be entitled to receive (i) the number of
shares of Holding Company Stock accumulated in his Stock Deferral Sub-
Account; and (ii) the amount of his Regular Deferral Sub-Account, each
as determined under Section 3.7 and payable in the form provided in
Section 4.5 and the Participant's Agreement. In such event, the
Participant shall immediately cease to be eligible for any other
benefit under this Plan, except benefits described in Section 4.4.
Pursuant to an election made not less than one year prior to his 65th
birthday, a Participant may elect to defer receipt of his Deferred
Benefit Account until his Normal Benefit Date.
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Upon such election, the Participant will be entitled to continue to
participate in the Plan until his Normal Benefit Date, at which time
he shall receive his Deferred Benefit Account as described in the
first sentence of this paragraph and immediately cease to be eligible
for any other benefit under this Plan, except benefits described in
Section 4.4. For purposes of this paragraph, directors who are age 65
or older on January 1, 1997 will be entitled to receive a retirement
benefit distribution on their Normal Benefit Date.
4.2 Termination Benefit. Upon Termination of Service of the Participant
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before his Normal Benefit Date for reasons other than his death or
Disability, the Company shall pay to the Participant in a lump sum
within sixty (60) days following his Termination of Service, a benefit
equal to (i) the number of shares of Holding Company Stock accumulated
in his Stock Deferral Sub-Account; and (ii) the balance of his Regular
Deferral Sub-Account as of the date of termination, determined under
Section 3.7 using the Retirement Interest Yield. Upon such
Termination of Service, the Participant shall immediately cease to be
eligible for any other benefit provided for in Sections 4.1 or 4.3 of
this Plan.
4.3 Death Prior to Termination of Service. Upon the death of a
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Participant prior to his termination of employment, the Beneficiary of
the deceased Participant shall be entitled to receive a death benefit
as provided in the 1987 Plan and the 1992 Plan. Unless otherwise
determined by the original provisions of the 1987 Plan and the 1992
Plan, such death benefits shall be equal to:
the greater of:
(a) the initial contribution to the Regular Deferral Sub-Account made
under section 3.2(i), which is attributable to the 1987 Plan, as
increased in accordance with Section 3.7 for interest earned
based on the Retirement Interest Yield for the period up through
the date of death; or
(b) the Participant's Total Expected Deferrals under the 1987 Plan
multiplied by a factor of five;
plus the greater of:
(a) the initial contribution to the Regular Deferral Sub-Account made
under section 3.2(i), which is attributable to the 1992 Plan, as
increased in accordance with Section 3.7 for interest earned
based on the Retirement Interest Yield for the period up through
the date of death; or
(b) the Participant's Total Expected Deferrals under the 1992 Plan
multiplied by a factor of five, but not to exceed $500,000;
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In addition to the death benefit described above, upon the death of a
Participant prior to his termination of employment, the Beneficiary of
the deceased Participant shall be entitled to receive the balance of
the Participant's Stock Deferral Sub-Account plus the balance of the
Participant's Regular Deferral Sub-Account as reduced by the sum of
the amounts determined under (a) and (c) above.
Payment of a Participant's Deferred Benefit Account shall be in
accordance with the form of benefit payment elected by the Participant
in his Agreement. If a Participant elected to have his Deferred
Benefit Account paid out in installment payments, his Regular Deferral
Sub-Account will be credited, during the period in which installment
payments are being made, with an interest rate fixed at the Retirement
Interest Yield in effect at the date of the Participant's death.
4.4 Death Subsequent to Termination of Service. Upon the death of a
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Participant subsequent to his Termination of Service, the Beneficiary
of the deceased Participant shall receive the Participant's remaining
Deferred Benefit Account. Payment of a Participant's remaining
Deferred Benefit Account shall be in accordance with the form of
benefit payment elected by the Participant in his Agreement. If a
Participant elected to have his remaining Deferred Benefit Account
paid out in installment payments, his Regular Deferral Sub-Account
will be credited, during the period in which installment payments are
being made, with an interest rate fixed at the Retirement Interest
Yield in effect at the date of the Participant's death.
4.5 Form of Retirement Benefit Payment.
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(a) Upon the happening of an event described in Section 4.1, the
Company shall pay to the Participant the amount specified therein
in one of the following forms as elected by the Participant in
his Agreement:
(i) Monthly installments payable in equal amounts over a period
not to exceed fifteen (15) years and payable out of both the
Stock Deferral Sub-Account and Regular Deferral Sub-Account
in proportion to the respective balances of such accounts.
Interest on the unpaid principal balance, equal to the
applicable Retirement Interest Yield, will be added to the
Regular Deferral Sub-Account on each Determination Date; or
(ii) A lump sum payment within sixty (60) days of the
Participant's Normal Benefit Date.
(b) Upon a written request to change the form of payment, filed by
the Participant with the Committee at least one year prior to the
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commencement of benefits under the Plan, the Committee may, in
its sole discretion, pay out a benefit in one of the forms set
forth above.
4.6 Withholding; Employment Taxes. To the extent required by the law in
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effect at the time payments are made, the Company shall withhold any
taxes required to be withheld by any Federal, state or local
government. Subject to any limitation which the Committee may in its
discretion impose, the Participant shall be entitled to elect to have
withheld, shares having a fair market value equal to the taxes
required to be withheld from amounts otherwise distributable from his
Stock Deferral Sub-Account in satisfaction of any such withholding.
4.7 Commencement of Payments. Unless otherwise provided, commencement of
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payments under this Plan shall be within sixty (60) days following
receipt of notice by the Committee of an event which entitles a
Participant or a Beneficiary to payments under this Plan, or at such
earlier date as may be determined by the Committee. All payments
shall be made as of the first day of the month.
4.8 Recipients of Payments; Designation of Beneficiary. All payments to
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be made by the Company under the Plan shall be made to the Participant
during his lifetime, provided that if the Participant dies prior to
the completion of such payments, then all subsequent payments under
the Plan shall be made by the Company to the Beneficiary or
Beneficiaries determined in accordance with this Section 4.8. The
Participant may designate a Beneficiary by filing a written notice of
such designation with the Committee in such form as the Company
requires and may include contingent beneficiaries. The Participant
may from time to time change the designated Beneficiary or
Beneficiaries without the consent of such Beneficiary or Beneficiaries
by filing a new designation in writing with the Committee. If no
designation shall be in effect at the time when any benefits payable
under this Plan shall become due, the Beneficiary shall be the spouse
of the Participant, or if no spouse is then living, the
representatives of the Participant's estate.
V. CLAIMS FOR BENEFITS PROCEDURE
5.1 Claim for Benefits. Any claim for benefits under the Plan shall be
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made in writing to any member of the Committee. If such claim for
benefits is wholly or partially denied by the Committee, the Committee
shall, within a reasonable period of time, but not later than 60 days
after receipt of the claim, notify the claimant of the denial of the
claim. Such notice of denial shall be in writing and shall contain:
(a) The specific reason or reasons for denial of the claim;
(b) A reference to the relevant Plan provisions upon which the denial
is based;
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(c) A description of any additional material or information necessary
for the claimant to perfect the claim, together with an
explanation of why such material or information is necessary; and
(d) An explanation of the Plan's claim review procedure.
If no such notice is provided, the claim shall be deemed granted.
5.2 Request for Review of a Denial of a Claim for Benefits. Upon the
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receipt by the claimant of written notice of denial of the claim, the
claimant may within 90 days file a written request to the Committee,
requesting a review of the denial of the claim, which review shall
include a hearing if deemed necessary by the Committee. In connection
with the claimant's appeal of the denial of his claim, he may review
relevant documents and may submit issues and comments in writing.
5.3 Decision Upon Review of Denial of Claim for Benefits. The Committee
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shall render a decision on the claim review promptly, but no more than
sixty (60) days after the receipt of the claimant's request for
review, unless special circumstances (such as the need to hold a
hearing) require an extension of time, in which case the sixty (60)
day period shall be extended to 120 days. Such decision shall:
(a) Include specific reasons for the decision;
(b) Be written in a manner calculated to be understood by the
claimant; and
(c) Contain specific references to the relevant Plan provisions upon
which the decision is based.
The decision of the Committee shall be final and binding in all
respects on both the Company and the claimant.
VI. PLAN COMMITTEE
6.1 Plan Committee. The Plan shall be administered by the Administrative/
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Compensation Committee (the "Plan Committee") of the Board of
Directors; provided, however, that the Board of Directors shall be
entitled to take any action for or on behalf of the Plan Committee.
Members of the Plan Committee or agents of the Plan Committee may be
Participants under the Plan.
6.2 General Rights, Powers, and Duties of Committee. The Plan Committee
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shall be the Plan Administrator and it shall be responsible for the
management, operation, and administration of the Plan. In addition to
any powers, rights and duties set forth elsewhere in the Plan, it
shall have the following powers and duties:
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(a) To adopt such rules and regulations consistent with the
provisions of the Plan as it deems necessary for the proper and
efficient administration of the Plan;
(b) To administer the Plan in accordance with its terms and any rules
and regulations it establishes;
(c) To maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or by
law;
(d) To construe and interpret the Plan and to resolve all questions
arising under the Plan;
(e) To direct the Company to pay benefits under the Plan, and to give
such other directions and instructions as may be necessary for
the proper administration of the Plan;
(f) To employ or retain agents, attorneys, actuaries, accountants or
other persons, who may also be Participants in the Plan or be
employed by or represent the Company; and
(g) To be responsible for the preparation, filing and disclosure on
behalf of the Plan of such documents and reports as are required
by any applicable Federal or State law.
6.3 Information to be Furnished to Committee. The Company shall furnish
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the Plan Committee such data and information as it may require. The
records of the Company shall be determinative of each Participant's
period of employment, termination of employment and the reason
therefor, leave of absence, re-employment, years of service, personal
data, and compensation reductions. Participants and their
Beneficiaries shall furnish to the Committee such evidence, data, or
information, and execute such documents as the Committee requests.
6.4 Responsibility. No member of the Committee or of the Board of
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Directors of the Company shall be liable to any person for any action
taken or omitted in connection with the administration of this Plan
unless attributable to his own fraud or willful misconduct; nor shall
the Company be liable to any person for any such action unless
attributable to fraud or willful misconduct on the part of a director,
officer or employee of the Company.
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Directors Plan
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VII. AMENDMENT AND TERMINATION
7.1 Amendment. The Plan may be amended in whole or in part by the Holding
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Company at any time. Notice of any such amendment shall be given in
writing to the Plan Committee and to each Participant and each
Beneficiary of a deceased Participant. No amendment shall decrease
the value of a Participant's Deferred Benefit Account.
7.2 Company's Right to Terminate. The Holding Company reserves the sole
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right to terminate the Plan and/or the Agreement pertaining to a
Participant at any time after the Plan Effective Date and prior to the
commencement of payment of his benefits. In the event of any such
termination, the Participant shall be entitled to the amount of his
Stock Deferral Sub-Account determined under Section 3.7, and his
Regular Deferral Sub-Account, determined under Section 3.7, using the
Retirement Interest Yield as of the date of termination of the Plan
and/or his Agreement.
7.3 Action by Company. Any amendment or other action of the Holding
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Company pursuant to this Article VII shall be taken by the Board of
Directors or the Plan Committee, or by any person authorized by the
Board of Directors or the Committee to take such action on behalf of
the Holding Company.
VIII. MISCELLANEOUS
8.1 No Implied Rights; Rights on Termination of Service. Neither the
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establishment of the Plan nor any amendment thereof shall be construed
as giving any Participant, Beneficiary, or any other person any legal
or equitable right unless such right shall be specifically provided
for in the Plan or conferred by specific action of the Company in
accordance with the terms and provisions of the Plan. Except as
expressly provided in this Plan, the Company shall not be required or
be liable to make any payment under this Plan.
8.2 No Right to Company Assets. Neither the Participant nor any other
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person shall acquire by reason of the Plan any right in or title to
any assets, funds or property of the Company whatsoever including,
without limiting the generality of the foregoing, any specific funds,
assets, or other property which the Company, in its sole discretion,
may set aside in anticipation of a liability hereunder. The Company
may, in its discretion, establish or maintain a grantor trust for the
purpose of holding assets to assist the Company in discharging its
obligations hereunder. Any benefits which become payable hereunder
shall be paid from such trust or from the general assets of the
Company. The Participant shall have only a contractual right to the
amounts, if any, payable hereunder unsecured by any asset of the
Company. Nothing contained in the Plan constitutes a guarantee by the
Company that the assets of the Company or any such trust shall be
sufficient to pay any benefit to any person.
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8.3 No Employment Rights. Nothing herein shall constitute a contract of
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employment or of continuing service or in any manner obligate the
Company to continue the services of the Participant, or obligate the
Participant to continue in the service of the Company, or as a
limitation of the right of the Company to discharge any of its
employees, with or without cause. Nothing herein shall be construed
as fixing or regulating the Compensation payable to the Participant.
8.4 Protective Provisions. In the event of the Participant's suicide
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during the first two (2) years of his participation, then no death
benefits will be payable to the Participant under the Plan in excess
of the balance of the Participant's Stock Deferral Sub-Account plus
the balance of the Participant's Regular Deferral Sub-Account, or in
the Committee's sole discretion, such death benefits may be payable in
a reduced amount.
8.5 Non-assignability. Neither the Participant nor any other person shall
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have any voluntary or involuntary right to commute, sell, assign,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are expressly
declared to be unassignable and non-transferable. No part of the
amounts payable shall be, prior to actual payment, subject to seizure
or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by the Participant or any other person, or
be transferable by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.
8.6 Gender and Number. Wherever appropriate herein, the masculine may
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mean the feminine and the singular may mean the plural or vice versa.
8.7 Notice. Any notice required or permitted to be given under the Plan
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shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, and if given to the Company, delivered
to the principal office of the Company, directed to the attention of
the Plan Administrator. Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown
on the postmark or the receipt for registration or certification.
8.8 Governing Laws. To the extent not preempted by Federal law, the Plan
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shall be construed and administered according to the laws of the State
of Illinois.
8.9 Holding Company Payments. In the event that the benefits due under
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this Plan to any Participant or Beneficiary from the Company are not
timely paid by the Company, such benefits shall be promptly paid by
the Holding Company.
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IN WITNESS WHEREOF, the Holding Company and the Company have adopted this
Mid America Federal Savings Bank DIRECTORS' DEFERRED COMPENSATION PLAN as of
January 1, 1997.
MID AMERICA FEDERAL SAVINGS BANK
By: /s/ Allen H. Koranda
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Its: Chief Executive Officer
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MAF BANCORP, INC.
By: /s/ Jerry A. Weberling
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Its: Executive Vice President and Chief Financial
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Officer
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