UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

MAF BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

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[MAF BANCORP, INC. LOGO]

55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514-1500
(630) 325-7300

March 25, 2005

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
MAF Bancorp, Inc., which will be held on Wednesday, April 27, 2005 at Marie's
Ashton Place, 341 W. 75th Street, Willowbrook, Illinois 60514, at 10:00 a.m.

The attached Notice of the Annual Meeting and proxy statement describe the
formal business to be transacted at the meeting. Directors and officers of MAF
Bancorp will be present at the meeting to respond to questions from our
shareholders.

YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY IN THE POSTAGE-PAID ENVELOPE. YOUR COOPERATION IS APPRECIATED SINCE A
MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY,
TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.

On behalf of the Board of Directors and all the employees of the Company
and Mid America Bank, I wish to thank you for your continued support.

Sincerely yours,

/s/ Allen H. Koranda

Allen H. Koranda
Chairman of the Board and
Chief Executive Officer

[MAF BANCORP, INC. LOGO]

55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514-1500
(630) 325-7300

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2005

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MAF
Bancorp, Inc. will be held at Marie's Ashton Place, 341 W. 75th Street,
Willowbrook, Illinois 60514 on Wednesday, April 27, 2005 at 10:00 a.m.

The meeting is for the purpose of considering and voting upon the
following matters:

1. Election of five directors to serve for three-year terms or until
their successors are elected and qualified; and

2. Ratification of the appointment of KPMG LLP, a registered public
accounting firm, as independent auditors of MAF Bancorp, Inc. for the
year ending December 31, 2005; and

3. Such other matters as may properly come before the meeting or any
adjournments thereof, including whether or not to adjourn the meeting.

The Board of Directors has fixed March 17, 2005 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting
and at any adjournments thereof. In the event there are not sufficient shares
represented for a quorum, the meeting may be adjourned in order to permit
further solicitation of proxies by the Company. A list of shareholders entitled
to vote at the meeting will be available at the Company's offices located at Mid
America Bank, 55th Street & Holmes Avenue, Clarendon Hills, Illinois 60514-1500,
for a period of ten days prior to the meeting and will also be available at the
meeting.

Whether or not you plan to attend the meeting, please sign, date and return
the enclosed proxy card without delay in the enclosed postage-paid envelope. Any
proxy given by you may be revoked at any time before it is exercised by filing
with the Corporate Secretary of the Company a written revocation or a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person on each matter brought before the meeting. However, if you are a
shareholder whose shares are not registered in your own name, you will need
additional documentation from your record holder to vote in person at the
meeting.

By Order of the Board of Directors

/s/ Carolyn Pihera

Carolyn Pihera
Corporate Secretary
Clarendon Hills, Illinois
March 25, 2005

[MAF BANCORP, INC. LOGO]

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2005

SOLICITATION AND VOTING OF PROXIES

These proxy materials are being furnished to shareholders of MAF Bancorp,
Inc. in connection with the solicitation by the Board of Directors of proxies to
be used at the Annual Meeting of Shareholders to be held at Marie's Ashton
Place, 341 W. 75th Street, Willowbrook, Illinois 60514 on Wednesday, April 27,
2005 at 10:00 a.m., and at any adjournments thereof. The 2004 Annual Report to
Shareholders and Form 10-K, including the audited consolidated financial
statements as of and for the year ended December 31, 2004, accompanies this
proxy statement. The proxy materials are first being mailed to shareholders on
or about March 25, 2005.

Regardless of the number of shares of common stock owned, it is important
that shareholders be represented by proxy or present in person at the meeting.
Shareholders are requested to vote by completing the enclosed proxy card and
returning it signed and dated in the enclosed postage-paid envelope.
Shareholders are urged to indicate their vote in the spaces provided on the
proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF MAF BANCORP WILL BE
VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED "FOR" THE ELECTION OF THE BOARD OF DIRECTORS'
NOMINEES AND "FOR" THE APPROVAL OR RATIFICATION OF THE OTHER SPECIFIC PROPOSALS
PRESENTED IN THIS PROXY STATEMENT.

The Board of Directors knows of no additional matters that will be
presented for consideration at the meeting. Execution of a proxy, however,
confers on the designated proxy holders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the meeting or any adjournments thereof, including
whether or not to adjourn the meeting.

Shareholders of record may revoke a proxy at any time prior to its exercise
by the filing of a written notice of revocation with the Corporate Secretary of
the Company, by delivering to the Company a duly executed proxy bearing a later
date, or by attending the meeting and voting in person. If you are a shareholder
whose shares are not registered in your own name, you will need additional
documentation from your record holder to vote personally at the meeting.

The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail, the
Company has retained Georgeson Shareholder Communications, Inc. to assist with
the solicitation of proxies for a fee of $6,000, plus reimbursement for
out-of-pocket expenses. Proxies may also be solicited personally or by telephone
or facsimile by directors, officers and regular employees of the Company and Mid
America Bank, fsb (the "Bank"), without additional compensation. The Company
will also request persons, firms and corporations holding shares in their names,
or in the name of their nominees, which are beneficially owned by others, to
send proxy material to, and obtain proxies from, such beneficial owners, and
will reimburse such holders for their reasonable expenses in doing so.

The Board of Directors has fixed the close of business on March 17, 2005,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournments of the meeting. The total number
of shares of common stock outstanding on the record date was 32,614,725. Each
share of common stock of the Company entitles its owner to one vote on all
matters to be voted on at the meeting, except as described below. There is no
cumulative voting for the election of directors.

As provided in Article Fourth of the Company's Certificate of
Incorporation, record holders of common stock who beneficially own in excess of
10% of the outstanding shares of common stock are not entitled to any vote in
respect of the shares held in excess of this limit. A person or entity is deemed
to beneficially own shares owned by an affiliate of, as well as by persons
acting in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the limit
supply information to the Company to enable the Board of Directors to implement
and apply the limit.

The presence, in person or by proxy, of at least a majority of the total
number of shares of common stock entitled to vote (after subtracting from shares
outstanding any shares held in excess of the 10% limit described in the
preceding paragraph) is necessary to constitute a quorum at the meeting. Shares
covered by broker non-votes, if any, will be considered votes cast for purposes
of determining the presence of a quorum. In the event there are not sufficient
shares represented for a quorum, the meeting may be adjourned in order to permit
the further solicitation of proxies.

As to the election of directors, the proxy card being provided by the Board
of Directors enables a shareholder of record to vote "FOR" election of the
nominees proposed by the Board, or to "WITHHOLD" authority to vote "FOR" one or
more of the nominees being proposed for election. Directors are elected by a
plurality of votes cast, without regard to either (i) broker non-votes, or
(ii) proxies as to which authority to vote for one or more of the nominees
being proposed is withheld.

As to other matters, if any, that may properly come before the meeting,
such matters would require the affirmative vote of a majority of the votes cast.

Proxies solicited by this proxy statement will be returned to the proxy
solicitor or the Company's transfer agent. The Board has appointed the Company's
transfer agent to tabulate the proxies and serve as inspector of elections.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting power or investment power over such security. Such beneficial owner under
this definition does not need to enjoy the economic benefits of such securities.
The following is the only shareholder known to the Company to be a beneficial
owner of 5% or more of the common stock of the Company as of December 31, 2004.

PERCENT OF
SHARES OF CLASS
NAME AND ADDRESS OF OWNER COMMON STOCK OWNERSHIP
- --------------------------------------------------------------------------- -------------- ---------

ABN AMRO Trust Services Company as successor Trustee for the Mid America
Bank, fsb Employees' Profit Sharing Plan and the Mid America Bank, fsb,
Employee Stock Ownership Plan
c/o Principal Services Trust Company
161 North Clark Street
Chicago, IL 60601 1,913,311(1) 5.75%
<FN>
- --------------------
(1) Reflects shares held in the Plans for the benefit of employees and former
employees of the Company as of December 31, 2004, based on Schedule 13-G/A
filed by the Trustee on February 15, 2005. As of December 31, 2004, the
Profit Sharing Plan held 522,271 shares of the Company's common stock and
the ESOP Plan held 1,391,040 shares. Under the terms of the Plans, the
Trustee has no investment authority and shared voting authority over the
shares held in the Profit Sharing Plan and sole investment authority and
shared voting authority over the shares in the ESOP. The Trustee, however,
is subject to fiduciary duties under ERISA. The Trustee disclaims
beneficial ownership of the shares of common stock held in the Plans.
</FN>

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as noted in "Transactions with Certain Related Persons and Other
Matters," no person being nominated as a director under Proposal 1, "Election of
Directors," is being proposed for election pursuant to any agreement or
understanding between any person and MAF Bancorp.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's directors and executive officers, and certain persons who
own more than 10% of a registered class of the Company's equity securities, to
file with the SEC initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, all required Section 16(a) reports during the year ended
December 31, 2004, were timely filed, except for a Form 4 filing by Kenneth R.
Koranda and a Form 4 filing by Andrew J. Zych, each of which was filed one day
late. In addition, Form 4 filings relating to two transactions for each of James
E. Allen, David C. Burba, Terry A. Ekl, Joe F. Hanauer, Barbara L. Lamb and F.
William Trescott and one transaction for Thomas C. Miers were filed late. These
filings related to shares allocated to their accounts under Company deferred
compensation plans.

PROPOSAL 1. ELECTION OF DIRECTORS

Pursuant to the Company's bylaws, the number of directors is set at twelve
(12), unless otherwise designated by the Board. The current number of directors
designated by the Board is fifteen (15). Directors are divided into three
classes serving staggered three-year terms, with the term of office of only one
of the three classes of directors expiring each year. Directors serve until
their successors are elected and qualified.

Upon recommendation of the Nominating and Corporate Governance Committee of
the Board of Directors, the Board of Directors has named five nominees for
election at the meeting to serve a three-year term of office. The nominees are
Allen H. Koranda, Robert J. Bowles, MD, David C. Burba, Barbara L. Lamb and
Edward W. Mentzer. The four nominees other than Mr. Mentzer currently serve as
directors of the Company and the Bank and are being proposed for re-election
when their current terms expire at the Annual Meeting. Mr. Mentzer currently
serves as a director of the Bank and was recommended to the Nominating and
Corporate Governance Committee as a director nominee candidate by the Company's
chairman and chief executive officer. David J. Drury, a current director of the
Company whose term expires at the Annual Meeting, chose not to be considered for
re-election due to competing time demands of other personal and business
commitments.

In the event that any nominee is unable to serve or declines to serve for
any reason, it is intended that proxies will be voted for the election of the
other nominees named and for such other persons as may be designated by the
present Board of Directors upon the recommendation of the Nominating and
Corporate Governance Committee. The Board of Directors has no reason to believe
that any of the persons named will be unable or unwilling to serve. UNLESS
AUTHORITY TO VOTE FOR ANY DIRECTOR IS WITHHELD, THE SHARES REPRESENTED BY THE
ENCLOSED PROXY CARD, IF EXECUTED, WILL BE VOTED "FOR" ELECTION OF EACH OF THE
NOMINEES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES
NAMED IN THIS PROXY STATEMENT.

INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND OTHERS

The table that begins on the following page sets forth the names of
nominees, continuing directors, one retiring director and "Named Executive
Officers," as listed in "Executive Compensation-Summary Compensation Table,"
their ages, a brief description of their recent business experience, including
present occupations and employment, certain directorships held by each, the year
in which each became a director of the Company, the year in which their terms
(or in the case of nominees, their proposed terms) as directors of the Company
expire, and the amount of common stock and the percent thereof beneficially
owned by each and by all directors and executive officers as a group, as of the
record date. Each of the members of the Board of Directors of MAF Bancorp also
presently serves as a director of the Bank.

DIRECTOR SHARES OF
OF THE EXPIRATION COMMON STOCK
NAME AND PRINCIPAL OCCUPATION AT COMPANY OF TERM AS BENEFICIALLY OWNERSHIP
PRESENT AND FOR THE PAST FIVE YEARS AGE SINCE DIRECTOR OWNED (1) PERCENTAGE (2)
- ------------------------------------------ ----- ---------- ----------- ------------- -------------

NOMINEES
- --------

Allen H. Koranda........................ 59 1989 2008 1,057,756 (3) 3.20%
Chairman of the Board and Chief
Executive Officer of the Company and
the Bank. Mr. Koranda is the
brother of Kenneth R. Koranda.

Robert J. Bowles, MD.................... 58 1989 2008 22,655 (4)(22) *
Chairman of the Board of Physician
Associates of Florida, Orlando,
Florida, and practicing physician.

David C. Burba.......................... 57 1999 2008 271,839 (5)(22) *
Executive Vice President of the
Company and the Bank from
1999-2003. Former Chairman of the
Board and President, Westco Bancorp,
Inc.

Barbara L. Lamb......................... 50 2003 2008 3,955 (6)(22) *
Chief Development Officer of Market
Liquidity Network, LLC from 1999 to
2001. Senior Vice President and
Chief Credit Officer - ABN AMRO,
Incorporated from 1995 to 1998.

Edward W. Mentzer....................... 69 - 2008 44,577 (7)(22) *
President, Advance Fitting Corp., a
privately held manufacturing
business. Director of the Bank
since 2003. Former director of
St. Francis Capital Corporation.

CONTINUING DIRECTORS
- --------------------

Harris W. Fawell........................ 76 2002 2006 4,500 (8)(22) *
Member of the United States Congress
from 1985 until his retirement in
1999. Currently of counsel with the
law firm of James, Gustafson and
Thompson.

Joe F. Hanauer.......................... 67 1990 2006 384,384 (9)(22) 1.18%
Principal of Combined Investments,
L.P. (private investment firm),
Chairman and Director of Homestore,
Inc. (an internet real estate
company), trustee of Calamos
Advisors Trust, Calamos Investment
Trust and Calamos Convertible
Opportunities and Income Fund
(registered investment companies),
former Chairman of the Board
and director of Grubb and Ellis Co.
(a real estate firm).

Raymond S. Stolarczyk................... 66 2003 2006 235,849 (10)(22) *
Former Chairman of the Board and
Chief Executive Officer, Fidelity
Bancorp, Inc.

F. William Trescott..................... 75 1989 2006 36,486 (11)(22) *
Assistant Superintendent of Hinsdale
Township High School District 86,
Hinsdale, Illinois, until his
retirement in 1994.

See footnotes beginning on page 7.

CONTINUING DIRECTORS (CONTINUED)
- --------------------

Andrew J. Zych.......................... 63 1996 2006 263,884 (12)(22) *
Former Director and Executive Vice
President, N.S. Bancorp, Inc.

Terry A. Ekl............................ 57 1995 2007 24,261 (13)(22) *
Partner in the law firm of
Connolly, Ekl & Williams, P.C.

Kenneth R. Koranda...................... 55 1989 2007 1,180,798 (14) 3.58%
President and Vice Chairman of the
Company and President of the Bank.
Mr. Koranda is the brother of
Allen H. Koranda.

Thomas R. Perz.......................... 60 2003 2007 277,097 (15) *
Managing Director of the Bank since
December 2003. Former Chairman of
the Board and Chief Executive
Officer of St. Francis Capital
Corporation.

Lois B. Vasto........................... 71 1989 2007 40,079 (16)(22) *
Former Senior Vice President/Loan
Operations of the Company and the
Bank until her retirement in 1997.

Jerry A. Weberling...................... 53 1998 2007 282,514 (17) *
Executive Vice President and Chief
Financial Officer of the Company and
the Bank.

RETIRING DIRECTOR
- -----------------

David J. Drury.......................... 56 2004 2005 38,508 (18)(22) *
Since July 1999, President of
Poblocki & Sons, LLC, a
privately-held exterior and interior
sign systems company. Former
director of St. Francis Capital
Corporation. Director of Journal
Communications, Inc. (a diversified
media and communications company)
and Plexus Corp. (an electronics
manufacturing services company).

NAMED EXECUTIVE OFFICERS
(WHO ARE NOT DIRECTORS)
- ------------------------

Kenneth B. Rusdal....................... 63 N/A N/A 166,362 (19) *
Senior Vice President-Operations and
Information Systems of the Company
and the Bank.

William G. Haider....................... 54 N/A N/A 193,753 (20) *
President-MAF Developments, Inc., a
wholly-owned subsidiary of the
Company, Senior Vice President of
the Company and the Bank.

Sharon M. Wheeler....................... 52 N/A N/A 175,810 (21) *
Senior Vice President-Residential
Lending of the Company and the Bank.

See footnotes beginning on page 7.

Stock Ownership of all Directors and
Executive Officers as a Group
(26 persons)......................... 5,526,053(23) 15.79%
<FN>
- ---------------------------------------
* Less than 1%
(1) "Shares of Common Stock Beneficially Owned" include shares held directly
or indirectly, including (a) shares held in joint tenancy or tenancy in
common, and (b) shares allocated to the account of the individual through
deferred compensation or employee benefit plans of the Company or Bank.
Shares subject to stock options granted under incentive or equity
compensation plans of the Company and currently exercisable or exercisable
within 60 days of March 17, 2005, are also included in the share totals
and are specified in the footnotes below. Each person whose shares are
included herein is deemed to have sole or shared voting and investment
power as to the shares reported, except as otherwise indicated.
(2) Based on shares outstanding at March 17, 2005. For purposes of calculating
ownership percentages for an individual or the group, those shares of
common stock issuable to such individual, or to all directors and
executive officers as a group, upon exercise of currently exercisable
stock options or stock options exercisable within 60 days of March 17,
2005, are deemed to be outstanding.
(3) For Mr. Allen H. Koranda, includes 107,695 shares held in trust for Mr.
Koranda's children for which Mr. Koranda is the trustee. The total also
includes 430,573 shares that may be acquired pursuant to exercisable stock
options.
(4) For Dr. Bowles, includes 6,750 shares that may be acquired pursuant
to exercisable stock options.
(5) For Mr. Burba, includes 5,863 shares held in trust for which Mr. Burba's
wife is trustee, 7,410 shares held by his wife as custodian for the
benefit of their son and 22,091 shares that may be acquired pursuant to
exercisable stock options.
(6) For Ms. Lamb, includes 2,250 shares that may be acquired pursuant to
exercisable stock options. (7) For Mr. Mentzer, includes 2,250 shares that
may be acquired pursuant to exercisable stock options. (8) For Mr. Fawell,
includes 4,500 shares that may be acquired pursuant to exercisable stock
options. (9) For Mr. Hanauer, includes 15,750 shares that may be acquired
pursuant to exercisable stock options. (10) For Mr. Stolarczyk, includes
116,086 shares held in trust, 599 shares held by his son, 7,234 shares
held by his wife, 20,409
shares held in trust for which Mr. Stolarczyk's wife is trustee, 504
shares held by his wife as custodian for their daughter and 2,250 shares
that may be acquired pursuant to exercisable stock options.
(11) For Mr. Trescott, includes 13,500 shares that may be acquired pursuant to
exercisable stock options.
(12) For Mr. Zych, includes 29,584 shares held by his wife, 2,800 shares held
as trustee for his children and 4,930 shares held as trustee for his
grandchildren. The total also includes 23,625 shares that may be acquired
pursuant to exercisable stock options.
(13) For Mr. Ekl, includes 15,750 shares that may be acquired pursuant to
exercisable stock options.
(14) For Mr. Kenneth R. Koranda, includes 1,695 shares held by his wife,
141,183 shares held as trustee for Mr. Koranda's children, 5,000 shares
held in a charitable foundation and 410,703 shares that may be acquired
pursuant to exercisable stock options.
(15) For Mr. Perz, includes 6,921 shares held in trust and 21,464 shares that
may be acquired pursuant to exercisable stock options. (16) For Ms. Vasto,
includes 18,000 shares that may be acquired pursuant to exercisable stock
options. (17) For Mr. Weberling, includes 211,929 shares that may be
acquired pursuant to exercisable stock options. (18) For Mr. Drury,
includes 37,679 shares that may be acquired pursuant to exercisable stock
options. (19) For Mr. Rusdal, includes 5,557 shares held by his wife and
137,691 shares that may be acquired pursuant to exercisable stock
options.
(20) For Mr. Haider, includes 141,361 shares that may be acquired pursuant to
exercisable stock options. (21) For Ms. Wheeler, includes 141,361 shares
that may be acquired pursuant to exercisable stock options.
(22) Excludes 329 unallocated shares held by the Mid America Bank Management
Recognition and Retention Plans and Trusts (the "MRPs") which shares are
reflected in the total stock ownership of directors and executive
officers as a group. The voting of such shares is directed by
the non-employee directors of the Bank. As a result of this shared voting
authority, each non-employee director of the Bank may be deemed to be the
beneficial owner of all such shares.
(23) Total shares for all directors and executive officers as a group includes
2,375,913 shares that may be acquired pursuant to exercisable stock
options.
</FN>

MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the year ended December 31, 2004, the Board of Directors of the
Company held eight regular meetings and two special meetings. The independent
directors of the Board generally meet in executive session, without management
present, in connection with each regularly scheduled board meeting. Lois B.
Vasto, chairman of the Nominating and Corporate Governance Committee has been
designated to preside at these sessions. During the year, all directors of the
Company attended at least 75% of the aggregate of total Board meetings held and
total meetings of committees of the Board on which such director served. The
Board of Directors of the Company has five standing committees, which are
described below.

AUDIT COMMITTEE. The Audit Committee consists of Barbara L. Lamb
(Chairman), F. William Trescott (Vice Chairman), David J. Drury and Joe F.
Hanauer. Barbara L. Lamb was appointed Chairman in April 2004 and has been
designated by the Board as the "audit committee financial expert," as defined by
applicable rules of the SEC, based on her educational background in finance and
accounting and her professional experience in investment banking where she was
actively involved in the evaluation and analysis of financial statements of
financial institutions and various other entities. The Audit Committee is
responsible for selection of the Company's independent registered public
accounting firm, the oversight of the Company's accounting, reporting and
internal controls practices, and monitoring of legal and regulatory compliance.
The Committee reports to the Board of Directors concerning audit activities and
the results of regulatory examinations and any other related matters affecting
the Company and the Bank. The Audit Committee met 14 times during 2004. All
members of the Audit Committee meet the independence standards and have the
accounting or financial management expertise required for Audit Committee
members under the applicable Nasdaq Stock Market listing standards. The formal
report of the Audit Committee with respect to the year 2004 is shown later in
this proxy statement. The Audit Committee charter is available on the Company's
website at www.mafbancorp.com.

ADMINISTRATIVE/COMPENSATION COMMITTEE. The Administrative/Compensation
Committee consists of Robert J. Bowles (Chairman), Harris W. Fawell, F. William
Trescott and Andrew J. Zych. Each member of the committee is independent under
the rules of the Nasdaq Stock Market. This committee is responsible for
administering various benefit and compensation plans and for reviewing and
making recommendations to the Board concerning compensation programs applicable
to the Company's executive officers and directors. The committee also has
responsibility for conducting the annual performance review and determining the
compensation of the Company's chief executive officer and approves the
compensation for all other executive officers. As part of the Company's ongoing
management succession planning process, the committee annually reviews the
roles, structure and depth of the senior management team. The
Administrative/Compensation Committee met five times during 2004.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. The Nominating and Corporate
Governance Committee currently consists of Lois B. Vasto (Chairman), Robert J.
Bowles and F. William Trescott. Each member of the committee is independent
under the rules of the Nasdaq Stock Market. This committee makes recommendations
to the Board regarding the size and composition of the Board and recommends to
the Board of Directors the nominees to stand for election at the Company's
annual meeting of shareholders. The committee is also responsible for taking a
leadership role in the oversight of the Company's corporate governance policies
and management succession planning. During 2004, the committee developed written
corporate governance guidelines to formalize the Company's corporate governance
practices and proposed a management succession planning policy, which were both
adopted by the Board upon the committee's recommendation. The Nominating and
Corporate Governance

Committee charter is available on the Company's website at www.mafbancorp.com.
The Nominating and Corporate Governance Committee met six times during 2004.

EXECUTIVE COMMITTEE. The Executive Committee consists of Allen H. Koranda
(Chairman), Kenneth R. Koranda, Lois B. Vasto, Robert J. Bowles and Terry A.
Ekl. This committee meets only as needed. The Executive Committee has the power
to exercise most of the powers of the Board of Directors in the intervals
between meetings of the Board. The Executive Committee met one time in 2004.

ASSET/LIABILITY MANAGEMENT COMMITTEE. The Asset/Liability Management
Committee consists of Jerry A. Weberling (Chairman), Robert J. Bowles, Joe F.
Hanauer, Allen H. Koranda, Kenneth R. Koranda and Thomas R. Perz. The
Committee's function is to assist the Board of Directors in monitoring and
overseeing the Company's interest rate risk and credit risk exposure. This
committee is also responsible for implementation of the Company's overall
asset/liability management and credit policies and for overseeing and making
recommendations to the Board concerning other financial areas of the business,
including financing transactions, capital utilization and dividend policy. The
Asset/Liability Management Committee met eight times in 2004.

CORPORATE GOVERNANCE MATTERS

DIRECTOR INDEPENDENCE. The Board of Directors has determined the following
nine directors to be "independent" under the rules of the Nasdaq Stock Market
based on its conclusion that they have no material relationship with the Company
that would interfere with their exercise of independent judgment: Robert J.
Bowles, Barbara L. Lamb, David J. Drury, Harris W. Fawell, Joe F. Hanauer,
Raymond S. Stolarczyk, F. William Trescott, Andrew J. Zych and Lois B. Vasto.
The Board also considers director nominee, Edward W. Mentzer, to be
"independent." In the case of the other six directors, the Board is precluded
under the Nasdaq rules from determining the individuals to be "independent"
directors based on their current or former employment with the Company or
business relationships with the Company. In determining Mr. Stolarczyk to be an
"independent" director, the Board considered Mr. Stolarczyk's employment by
Fidelity Bancorp, Inc. ("Fidelity") until its merger into the Company in July
2003, and does not believe this to preclude a finding of independence as Mr.
Stolarczyk was never employed by the Company or any subsidiary.

QUALIFICATIONS FOR BOARD NOMINATION. As part of its annual nomination
process, the Nominating and Corporate Governance Committee reviews the existing
composition of the Board to evaluate the appropriate mix of disciplines,
experience and other characteristics required of board candidates in the context
of perceived needs of the Company. The Board believes a range of experience,
knowledge and judgment and a diversity of perspectives on the Board will enhance
the effectiveness of the Board if each director has the personal
characteristics, commitment and experience to participate actively in the board
process. The Board also believes continuity in leadership and board tenure are
important characteristics of an effective Board.

The Board has adopted a policy statement regarding director qualifications
to identify the personal traits, skills and performance criteria it believes are
critical to effective service as a director of the Company. Included among these
traits are an ability and willingness to devote the necessary attention to Board
matters and to exercise independent judgment. Board members are expected to have
relevant business or managerial skills and offer insight and advice to
management while acting in the best interests of shareholders and complying with
the Company's Code of Ethics (available on the Company's website). In addition,
directors should possess the following personal characteristics: mature wisdom;
demonstrated leadership skills; comprehension of the Company's business plans
and strategies; ability to

understand financial statements; ability to make informed judgments on a wide
range of issues and willingness to express differing views even if unpopular;
and collegial personality and non-confrontational manner.

As stated in the corporate governance guidelines the Board adopted in
October 2004, the Board's policy is that no person will be nominated for
election as a director if he or she reaches the age of 75 on the last day of the
year immediately prior to the election. Under the corporate governance
guidelines, each Board member is expected to limit his or her participation on
other boards to no more than five other public companies or mutual fund
complexes and to establish a financial stake in the Company through meaningful
ownership of common stock of the Company appropriate for the director's personal
financial circumstances, with a minimum investment of at least 1,000 shares over
a reasonable period of time. The corporate governance guidelines are available
on the Company's website at www.mafbancorp.com.

BOARD NOMINATION PROCESS. As part of its nomination process, the Nominating
and Corporate Governance Committee considers the diversity and mix of experience
and expertise among Board members, as well as the perceived business needs of
the Company and any legal or regulatory requirements. Under the committee's
procedures for identifying and evaluating director nominees, the committee will
seek candidates to ensure that: (a) a majority of directors are "independent" in
accordance with the rules of the Nasdaq Stock Market; (b) at least three members
of the Board satisfy the SEC's heightened standards for audit committee members;
and (c) at least one member of the Board satisfy the criteria for being an
"audit committee financial expert." New director candidates are evaluated by the
Nominating and Corporate Governance Committee relative to the director
qualification criteria set forth in the Board-approved policy statement and the
corporate governance guidelines. The committee generally considers re-nomination
of incumbent directors provided they continue to meet the qualification criteria
adopted by the Board of Directors and the performance of such individual is
considered to be satisfactory.

The Nominating and Corporate Governance Committee may retain third party
search firms to assist it in identifying potential Board nominees and may also
seek input from other Board members and management. For new candidates, the
committee will review background information provided by the candidate and may
conduct background checks and interviews to the extent it considers it to be
appropriate.

STOCKHOLDER RECOMMENDATIONS. The Committee will generally consider bona
fide director nominee recommendations from shareholders if they are timely
received in accordance with the procedures set forth below. Candidates
recommended by shareholders will be evaluated using the same criteria applicable
to other potential candidates, but the Committee is not obligated to include any
shareholder recommended director candidates in the slate of nominees.

To be timely, a shareholder's recommendation must be in writing and must be
delivered or mailed to the Corporate Secretary and received at the principal
executive office of the Company not later than 120 days prior to the anniversary
date of mailing of proxy solicitation materials relating to the prior year's
annual meeting, or in the event that the date of the meeting has changed more
than 30 days from the anniversary date of the prior year's annual meeting, such
recommendation must be delivered or mailed to and received by the Company not
later than 90 days in advance of such meeting. Any shareholder recommendation is
required to set forth (1) as to each person whom such shareholder recommends as
a nominee for election or re-election as a director, (A) all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as

amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected) and (B)
representations and/or references indicating that the recommended director
candidate meets the minimum director qualifications described in the Company's
most recent annual meeting proxy statement; and (2) as to the shareholder making
the recommendation, (A) the name and address, as they appear on the Company's
books, of such shareholder, (B) the number of shares of the Company's common
stock that are beneficially owned by such shareholder and (C) any material
relationship, arrangement or understanding of such shareholder with the proposed
nominee or any other interest in such nomination.

DIRECTORS' COMPENSATION

DIRECTORS' FEES. All directors receive annual director fees of $24,000
($25,000 beginning in January 2005), and directors who are not also employees
receive an additional fee of $750 for each Board meeting and annual meeting
attended. These fees are for service on the board of directors of the Company
and the Bank. Directors also receive $200 for each committee meeting they attend
that is not held on the same day as a Board of Directors meeting. Beginning in
2005, the Chairman of the Audit Committee, Administrative/Compensation Committee
and Nominating and Corporate Governance Committee will receive an additional
annual fee for serving in such capacity of $4,000, $2,000 and $2,000,
respectively.

DIRECTOR STOCK OPTIONS. During 2004, each non-employee director of the
Company received a grant of 2,250 options at an exercise price of $42.48 per
share, which was equal to 100% of the fair market value of the common stock on
the date of grant.

DIRECTORS' DEFERRED COMPENSATION PLAN. The Bank maintains the Mid America
Bank, fsb Directors' Deferred Compensation Plan. Under the plan, directors may
annually elect to defer up to 100% of their annual directors' fees. Directors
may choose to earn a return on their deferred amounts based either on interest
at 130% of the Moody's Corporate Bond Rate (reduced to 110% of the Moody's rate
beginning in 2005), or on an investment in MAF Bancorp common stock at the time
of deferral. Generally, upon attaining the age of 65 (or, pursuant to an
election made by a director, at the later of termination of service or attaining
the age of 65), directors are entitled to receive the deferred fees plus accrued
interest, or in the case of amounts invested in common stock, the associated
number of MAF Bancorp shares assuming reinvestment of dividends. Such amounts
are payable in a lump sum or in installments over a period of time not to exceed
fifteen years. Death benefits are provided to the beneficiaries of the plan
participants. The amount of deferred directors' fees in 2004 is included in
"Executive Compensation-Summary Compensation Table" for the individuals named
therein. The shares purchased on behalf of directors through the plan and
allocated to directors' accounts are included in beneficial ownership shown in
"Information with respect to Nominees, Continuing Directors and Others," for
each director and for all directors and executive officers as a group.

HEALTH INSURANCE PLAN. The Bank maintains a health insurance plan for its
non-employee directors and retired directors, under which individuals electing
to be covered under the plan must contribute a majority of the premium costs to
receive coverage under the plan.

EXPENSE REIMBURSEMENT. Directors are entitled to reimbursement for
reasonable travel expenses and for the cost of attending approved director
education programs.

EXECUTIVE COMPENSATION

The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.

COMPENSATION COMMITTEE REPORT

Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information in regard to the
compensation and benefits provided to the Company's Chief Executive Officer and
other executive officers of the Company. The disclosure requirements for the
Chief Executive Officer and other executive officers include the use of tables
and a report explaining the rationale and considerations that led to fundamental
executive compensation decisions affecting those individuals. In fulfillment of
this requirement, the Company's Administrative/Compensation Committee (the
"Compensation Committee") provides the following report for inclusion in the
2005 proxy statement.

COMMITTEE COMPOSITION, ROLE AND PROCESS. The Compensation Committee is
composed of four "independent" directors as defined under the rules of the
Nasdaq Stock Market. The Board has delegated to the committee the responsibility
for establishing the compensation of the Chief Executive Officer and other
executive officers. Under the Compensation Committee charter, the committee is
responsible for assuring that executive compensation is consistent with the
compensation strategy, competitive practices, the performance of the Company,
and the requirements of appropriate regulatory agencies.

Directors who do not sit on the Compensation Committee also participate in
executive compensation matters through the review, discussion and ratification
of Compensation Committee actions. On occasion, the committee has used
compensation consultants to assist in assessing certain executive compensation
plans and executive compensation levels relative to peer groups and survey
results. In 2002 and 2003, the committee engaged Aon Consulting to assist it in
reviewing executive compensation.

Among other things, Aon reviewed historical compensation information for
executive officers as well as the terms of various incentive compensation plans
of the Company. With respect to the Chief Executive Officer and other officers
disclosed in the Summary Compensation Table, Aon compared salary and incentive
compensation amounts to similar officers disclosed in proxy statements of a
selected peer group of companies. In addition, Aon used data derived from
various compensation surveys to compare compensation amounts for MAF Bancorp
executives to compensation levels for positions with similar titles and/or
responsibilities. Further analysis was performed on the Chief Executive
Officer's compensation, comparing it to selected peer group compensation and
incorporating the financial performances for these companies as well as for MAF
Bancorp.

In addition to survey and peer group analyses provided by Aon, the
Committee historically has used compensation data taken from SNL Securities
compilations to compare compensation levels of the Company's top five highest
paid executives (including the chief executive officer) with those of a peer
group. In conducting this analysis for its December 15, 2004 meeting, the
committee used information from the 2004 SNL Executive Compensation Review,
covering banks and thrifts. The peer group used for this comparison included 20
companies with median total assets and return on equity results for 2003

of $11.0 billion and 14.6%, respectively. The group included the same companies
used in Aon's peer group in 2003 except for two companies who were acquired
during 2004.

At their December 15, 2004 meeting, the committee also utilized "tally
sheets" prepared by management, which summarized all 2004 compensation and
perquisites for the Company's 12 executive officers. The committee was also
provided summaries of historical amounts of base salaries, annual bonuses and
stock-based compensation awards for purposes of the meeting. The committee
reviewed this information, the peer group survey and the Company's executive
compensation programs in detail at the meeting. Outside legal counsel
experienced in executive compensation matters was present at the meeting to
consult with the committee. The committee reviewed the performance and
determined the compensation of the chief executive officer without any members
of management present in the meeting.

EXECUTIVE COMPENSATION PHILOSOPHY. The Compensation Committee has the
following goals for the compensation programs relating to the executives of the
Company and the Bank:

o to maintain the amount of "fixed" compensation costs at reasonable
levels by targeting base salaries at average to moderately above
average competitive levels;

o to link a significant portion of total compensation to achievement of
performance-based goals, such as the Company's earnings per share
results;

o to provide motivation for the executive officers to enhance long-term
shareholder value by linking a portion of their compensation to the
future appreciation in the value of the Company's common stock
relative to a market index; and

o to retain quality executive officers and allow the Company to attract
talented executives in the future. In pursuing this goal, the
committee recognizes the need to address evolving executive
compensation practices and to be competitive in responding to changing
trends while promoting shareholders' best interest.

Executive officers' compensation consists principally of salary, annual
incentive bonuses, grants of stock-based performance units and stock options and
participation in the Company's deferred compensation plan and supplemental
executive retirement plan. In addition, executive officers are party to either
an employment agreement or a change-in-control agreement providing certain
severance benefits and receive various executive perquisites. Executives also
participate in the Company's various employee benefit plans under the same terms
as are applicable to all employees.

The Committee pursues the goal of linking executive compensation to the
Company's financial performance through annual bonus awards, and linking
executive compensation to the Company's stock price performance through
performance unit awards and stock option grants. All bonuses and awards are
intended to motivate executives to take actions that will favorably impact the
Company's annual, as well as long-term, profitability.

BASE SALARIES. In establishing base salaries for 2004, the Committee met in
December 2003 and reviewed information from the Aon analysis as well as
recommendations from the Chief Executive Officer. The median percentage increase
in base salaries awarded at that time for the executive officers was 4.8%.
Taking into account the blended salary amounts for 2003 (mid-year salary
increases had been awarded in 2003), the median percentage increase for these
executive officers was 10.9%.

At its December 15, 2004 meeting, the Committee determined to increase base
salaries for the Company's executive officers. The median base salary increase
was 4.5% for 2005.

ANNUAL INCENTIVE BONUSES. Annual incentive bonuses are awarded to eligible
officers pursuant to the MAF Incentive Compensation Plan ("Incentive Plan"),
which was approved by shareholders in November 2003. For 2004, officers were
classified in one of three different bonus pools, based on their position within
the Company, which determined their bonus opportunity level. In early 2004, the
Committee established a performance goal based on 2004 diluted earnings per
share results and approved a bonus matrix comprised of bonus opportunity amounts
(defined as percentages of 2004 base salary) that were dependent on achieving
minimum and incrementally increasing earnings per share amounts. The bonus
matrix is set forth below:

2004 ANNUAL BONUS OPPORTUNITIES
(% of base salary)

2004 EPS
PERFORMANCE LEVEL RESULTS TIER 1 TIER 2 TIER 3
- ------------------------------- --------- ------ ------ ------
Threshold (90%)................ $3.24 30.0% 25.0% 22.5%
Target (100%).................. 3.60 60.0% 50.0% 45.0%
Superior (110%)................ 3.96 90.0% 75.0% 67.5%

Messrs. A. Koranda and K. Koranda participate in Tier 1 of the bonus pool.
Messrs. Weberling and Rusdal participate in Tier 2 of the bonus pool. Mr. Haider
and Ms. Wheeler, along with a number of other officers, participate in Tier 3 of
the bonus pool.

The Committee also set forth four safety and soundness standards that the
Company needed to satisfy in order for annual bonuses to be paid for 2004. These
included: (a) a minimum 5% Bank tangible capital ratio; (b) a minimum 10% Bank
risk-based capital ratio; (c) a maximum 2% non-performing assets to total assets
ratio; and (d) a one-year cumulative interest sensitivity gap within the range
of plus or minus 15%.

In 2004, diluted EPS equaled $3.01 per share. Although all of the safety
soundness standards were met, the earnings per share performance was below the
minimum level (or threshold performance) at which bonuses were to be paid. While
the Committee has discretion under the Incentive Plan to consider unusual items
that impacted earnings per share results for the Company, and to consider
individual performance in determining bonus amounts, the Committee determined
not to award annual bonuses to executives for 2004 in light of the EPS
shortfall. In reaching its conclusion, the Committee noted that management had
performed well during 2004 in completing the integration of the St. Francis
acquisition, addressing the new regulatory requirements of the Sarbanes-Oxley
Act and responding to the significant slowdown in mortgage refinancing activity,
all of which events impacted the Company's financial performance for the year.

STOCK-BASED PERFORMANCE UNIT GRANTS. Performance unit awards have been
granted annually to executive officers with a three-year performance period. The
Committee has broad discretion under the Incentive Plan in determining how the
long-term incentive program operates and may redesign the structure of future
awards as it deems appropriate. Under the current program, the number of units
granted to each participant is dependent on the executive's classification in
one of three different tiers, and the payouts, if any, with respect to the
performance units are tied to total shareholder return over the three-year
performance period. The value of performance units, which is paid in cash, is
determined at

the end of a three-year period based on the stock price performance of MAF
Bancorp (including reinvested dividends) relative to companies included in the
S&P 500 Index.

In order for the performance units to be worth their targeted value, the
stock price performance of MAF Bancorp must be in the 60th percentile of the S&P
500 Index (target performance) at the end of the three-year measurement period.
If the stock price performance ranks in the 50th percentile of the S&P 500
Index, the performance units will be worth 50% of their targeted value, while
performance in the 90th percentile of the S&P 500 Index will result in the
performance units being worth 200% of their targeted value. If the Company's
stock price performance does not rank at least in the 50th percentile of the S&P
500 Index for the three-year measurement period, or if MAF Bancorp's stock price
appreciation, including reinvested dividends, does not exceed a specified total
shareholder return hurdle for the three-year period, the performance units will
have no value.

The matrix below sets forth the potential value of performance units
awarded for the three-year period that ended on December 31, 2004, based on:
(a) a participant's base salary in the year prior to the year in which the
performance period begins; (b) a participant's classification into one of three
tiers; and (c) the percentile stock performance ranking of MAF Bancorp at the
end of the three-year measurement period relative to the 500 companies included
in the S&P 500 Index.

VALUE OF PERFORMANCE UNITS

TIER 1 TIER 2 TIER 3
------------------------------ ----------------------------- -----------------------------
THRESHOLD TARGET SUPERIOR THRESHOLD TARGET SUPERIOR THRESHOLD TARGET SUPERIOR
(50TH ) (60TH) (90TH) (50TH ) (60TH) (90TH) (50TH ) (60TH) (90TH)
--------- -------- -------- --------- -------- -------- --------- -------- --------

BASE SALARY
- -----------
$150,000..... $22,500 $ 45,000 $ 90,000 $18,750 $ 37,500 $ 75,000 $16,875 $ 33,750 $ 67,500
$250,000..... 37,500 75,000 150,000 31,250 62,500 125,000 28,125 56,250 112,500
$350,000..... 52,500 105,000 210,000 43,750 87,500 175,000 39,375 78,750 157,500
$450,000..... 67,500 135,000 270,000 56,250 112,500 225,000 50,625 101,250 202,500

Messrs. A. Koranda and K. Koranda are classified in Tier 1, Messrs.
Weberling and Rusdal are classified in Tier 2 and Mr. Haider and Ms. Wheeler are
in the Tier 3 category along with certain other executive officers. Performance
units for the performance period beginning January 1, 2002 were valued at the
end of their three-year performance period on December 31, 2004. The total
return on MAF Bancorp Common Stock was 60.6% during this performance period and
ranked in the 73rd percentile when compared to companies in the S&P 500 Index.
As a result, for the performance period ended on December 31, 2004, the Chief
Executive Officer and the top five other highest paid executive officers
received a payout for the long-term incentive plan units, as reflected in the
Summary Compensation Table below.

At its Compensation Committee meeting in December 2003, the Compensation
Committee granted performance units to executive officers for the performance
period that begins on January 1, 2004 and ends on December 31, 2006. At its
Compensation Committee meeting in December 2004, the Compensation Committee
granted performance units to executive officers for the performance period that
begins on January 1, 2005 and ends on December 31, 2007. The structure of these
awards is similar to that shown in the table above.

STOCK OPTIONS. The Board believes it is in the best interests of
shareholders to have a significant portion of executives' compensation comprised
of stock-based compensation to closely align executives' interests with those of
shareholders. Historically, the committee has generally awarded stock-based
compensation to executives in the form of stock options. The Incentive Plan
provides the Compensation Committee with the authority to grant discretionary
stock option awards (at an exercise price of not less

than 100% of the fair market value of the Common Stock on the date of grant) to
executives, directors and employees.

The stock options awarded by the committee at its December 15, 2004 meeting
were determined after reviewing the value of such individual awards under a
Black Scholes pricing model and after assessing the aggregate number of stock
option and restricted stock awards for 2004 relative to total outstanding
shares. The aggregate number of shares covered by stock options and restricted
stock awards in 2004 was 500,540, or 1.50% of outstanding shares.

In determining individual option grant amounts, the committee also reviewed
the number of outstanding stock options for each executive, the aggregate value
of such options and the percentage of such value represented by vested options.
The committee took into account each executive officer's individual performance,
level of responsibility and position within the Company. The committee also
considered the impact of the pending change in accounting rules that will
require the mandatory expensing of stock options that vest after June 30, 2005.
All stock options granted at the December 15, 2004 meeting were granted at an
exercise price of $44.87 per share and vested 100% on the date of grant, a
change from past practice of establishing vesting schedules of two to three
years.

DEFERRED COMPENSATION PLAN. Executive officers, along with certain other
corporate officers, may elect to participate in a deferred compensation plan
under which they can defer up to 25% of their salary and bonuses. Participants
are unsecured creditors of the Company with respect to deferred amounts, which
earn interest credits (unless a participant elects to earn a total return based
on an investment in the Company's common stock) at a rate equal to 130% of the
Moody's Corporate Bond index. For 2004, this rate was equal to 8.27%. The
committee and the Board have established the interest rate paid on deferred
amounts at a level that is modestly higher than prevailing rates for comparable
investments and to that extent, it represents a component of executives'
compensation packages.

At its December 15, 2004 meeting, the committee reviewed the balances of
executive officers' deferred compensation accounts, interest paid on such
accounts over the past three years and a calculation of the excess of the actual
interest paid during each of those three years over the interest calculated
using a rate equal to 120% of an applicable federal rate. Effective January 1,
2005, the Committee decreased the rate of interest paid on deferred amounts from
130% of the Moody's rate to 110% of the Moody's rate. The committee believes the
lower interest rate still provides a reasonable compensation benefit for
executives while achieving expense savings that will benefit the Company.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Executive officers also participate
in a supplemental executive retirement plan ("SERP"). At its December 15, 2004
meeting, the committee reviewed the benefits earned under this plan for each of
its executive officers based on service through December 31, 2004 and based on a
scenario involving a change-in-control of the Company (in which case
participants receive ten additional years of service credit under the SERP). The
committee believes providing a SERP for executives is appropriate given the
limitations on providing retirement benefits to a company's more highly-paid
employees under qualified plans.

CHIEF EXECUTIVE OFFICER'S COMPENSATION. In establishing Allen H. Koranda's
compensation for 2004, the committee considered individual performance, peer
group comparisons, and the committee's philosophy regarding CEO compensation.

At its December 15, 2004 meeting, the committee discussed Mr. Koranda's
performance without him present. While the earnings results for 2004 were below
the expectations the Company had set at the beginning of the year, the committee
believes Mr. Koranda has been instrumental in guiding the Company on a growth
and market expansion strategy that included completing and assimilating three
acquisitions over an 18-month period. Additionally, Mr. Koranda has accomplished
these initiatives while leading the Company to strong earnings results and stock
price performances when measured over a number of years.

As discussed above, Aon Consulting was retained in 2003 for a compensation
review which included assessing the compensation of Mr. Koranda. Aon found that
relative to compensation for chief executive officers of a selected peer group
of companies, as well as in comparison to published survey compensation data for
organizations in a similar industry and of a similar size, Mr. Koranda's
compensation was below the market median.

Mr. Koranda's compensation package reflects the philosophy that
compensation for the chief executive officer at MAF should not be many multiple
times greater than that of other senior MAF executive officers, who also have
been important in shaping and leading MAF's strategy and performance. The
committee has historically maintained a relatively tight spread between the
chief executive officer's compensation and that of other senior executive
officers, compared to what may exist at other companies.

Mr. Koranda's base salary for 2004 was $405,000, which represented a 7.6%
increase over total base salary paid to him in 2003. Mr. Koranda also received
an annual retainer as a director of the Company and the Bank totaling $24,000, a
4.3% increase from 2003. In December 2004, the Chief Executive Officer's base
salary was increased by 4.0% to $421,000 for 2005.

As discussed above, Mr. Koranda did not receive an annual incentive bonus
for 2004 because the Company did not achieve the earnings per share goals
established at the beginning of the year. He received a cash payout of $142,992
in early 2005 relating to previously-granted performance units with a 3-year
performance period which ended on December 31, 2004. At the meeting on December
15, 2004, the Committee awarded Mr. Koranda performance units that could result
in a cash payment to him in the range of $60,750-$243,000 depending on how MAF's
stock price performance ranks relative to the stock price performance of S&P 500
Index companies for the three-year period that ends on December 31, 2007. The
chief executive officer was also awarded a discretionary stock option grant
covering 50,000 shares for 2004 on the basis of the factors described above.
Based upon the recommendation of the Committee, the Board acted to extend Mr.
Koranda's three-year employment agreement for an additional one year in
accordance with the annual extension provision in the contract.

SECTION 162(M). The Compensation Committee does not believe that the
provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended,
relating to the deductibility of compensation paid to the chief executive
officer and the five other most highly compensated executive officers, will
limit the deductibility of the executive compensation currently expected to be
paid by the Company. The Compensation Committee will continue to evaluate the
impact, if any, of such provisions and take such actions as it deems
appropriate.

REVIEW OF ALL COMPONENTS OF EXECUTIVE COMPENSATION. The Committee has
reviewed all components of the chief executive officer and the five other most
highly compensated executive officers' compensation, including base salary,
annual bonus, performance unit awards, stock option grants, accumulated vested
and unvested stock option gains, actual projected payout obligations under the
SERP based on service through 2004 and based on a change in control scenario,
accumulated payout

obligations under the deferred compensation plan including interest earned for
2004, change in control benefits under employment and special termination
agreements (including currently estimated tax gross-up payments) and
miscellaneous perquisites. At its December 15, 2004 meeting, in consultation
with outside counsel, the Committee reviewed the tally sheets prepared by
management setting forth all of the above components.

THE COMMITTEE'S CONCLUSION. Based on this review, the committee believes
the chief executive officer's and five other most highly compensated executive
officers' total compensation is reasonable and consistent with the Company's
compensation policies.

Submitted by the Administrative/Compensation Committee of the Company's
Board of Directors.

Robert J. Bowles, MD (Chairman)
Harris W. Fawell
F. William Trescott
Andrew J. Zych

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Three individuals, Messrs. A. Koranda, K. Koranda, and J. Weberling, who
are executive officers of the Company serve on the board of directors of the
Bank. These same individuals are also executive officers of the Bank and serve
as directors of the Company. None of them serves as a member of the Compensation
Committee of the Company.

STOCK PERFORMANCE GRAPH

The following graph shows a comparison of cumulative total shareholder
return (including reinvested dividends) on the Company's common stock, with the
cumulative total returns of both a broad-market index and a peer group index for
the period December 31, 1999 through December 31, 2004. The broad-market index
chosen was the Nasdaq Market Index, and the peer group index chosen was the
CoreData Savings and Loan Industry Group, comprised of savings and loan
institutions, which is the same peer group index we have used in past years. The
data was provided by CoreData, Inc. (formerly known as Media General Financial
Services). The shareholder returns are measured based on an assumed investment
of $100 on December 31, 1999.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG MAF BANCORP,
PEER GROUP INDEX AND NASDAQ MARKET INDEX

[CHART APPEARS HERE WITH THE FOLLOWING DATA POINTS]

12/31/99 12/29/00 12/31/01 12/31/02 12/31/03 12/31/04
-------- -------- -------- -------- -------- --------

MAF Bancorp...................... 100.00 138.46 146.03 171.22 215.08 235.52
Peer Group Index................. 100.00 162.10 172.33 203.08 282.47 312.84
Nasdaq Market Index.............. 100.00 62.85 50.10 34.95 52.55 56.97

A. The lines represent yearly index levels derived from compounded
returns that include all dividends.
B. If the fiscal year end is not a trading day, the preceding day is
used.
C. The Index level for all series was set to $100.00 on 12/31/99.

SUMMARY COMPENSATION TABLE

The following table shows, for the years ended December 31, 2004, 2003 and
2002, the cash compensation paid, as well as certain other compensation paid or
accrued for those periods, to the Chief Executive Officer and the other five
highest paid executive officers ("Named Executive Officers") of the Company.

ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------- --------------------------------
AWARDS PAYOUTS
----------------------- ------- ALL
OTHER SECURITIES OTHER
ANNUAL RESTRICTED UNDERLYING LTIP COMPEN-
SALARY BONUS COMPEN- STOCK OPTIONS/ PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) SATION($)(3) AWARDS($) SARS#(4) ($) ($)(5)
- --------------------------------- ---- -------- -------- ------------ ---------- ---------- -------- -------

Allen H. Koranda; 2004 $443,923 - - - 50,000 $142,992 $58,379
Chairman of the Board 2003 398,772 $205,704 - - 39,000 159,705 77,845
& Chief Executive Officer 2002 368,881 248,804 - - 45,000 179,100 66,085

Kenneth R. Koranda; 2004 443,923 - - - 50,000 142,992 95,138
President and Vice Chairman 2003 398,772 205,704 - - 39,000 159,705 123,297
2002 368,881 248,804 - - 45,000 179,100 98,644

Jerry A. Weberling; 2004 314,269 - - - 30,000 79,920 21,767
Executive Vice President and 2003 278,000 116,434 - - 25,000 88,725 26,630
Chief Financial Officer 2002 254,100 139,344 - - 30,000 99,500 24,184

Kenneth B. Rusdal; 2004 256,077 - - - 25,000 69,120 22,870
Senior Vice President - 2003 224,038 102,334 - - 22,000 76,050 27,360
Operations and Information Systems 2002 204,501 121,594 - - 25,000 84,575 24,147

William G. Haider; 2004 228,077 - - - 20,000 54,144 18,874
President - MAF Developments, Inc. 2003 198,077 81,494 - - 17,000 58,981 21,315
2002 179,500 96,154 - - 20,000 64,874 19,204

Sharon M. Wheeler; 2004 228,077 - - - 20,000 54,144 29,488
Senior Vice President - 2003 198,077 81,494 - - 17,000 58,981 35,833
Residential Lending 2002 179,500 96,154 - - 20,000 64,874 30,972
<FN>
- ---------------------------------------
(1) Includes amounts deferred at the election of the officer, under the Bank's
deferred compensation plans and profit sharing/401(k) plan and includes
directors' fees earned by Messrs. A. Koranda, K. Koranda and Weberling.
(2) Includes bonuses earned pursuant to the Bank's annual incentive program,
which bases bonuses upon percentages of officers' salaries if the Bank
meets certain financial performance goals.
(3) For 2004, 2003 and 2002, excludes the value of perquisites where the
aggregate does not exceed the lesser of $50,000, or 10% of the
individual's total salary and bonus for the years. Perquisites include use
of company-owned automobile, payment for unused vacation, club dues and
other miscellaneous benefits.
(4) Option grants listed in the table were made pursuant to the MAF Bancorp,
Inc. 1990 Incentive Stock Option Plan, the MAF Bancorp, Inc. 2000 Stock
Option Plan and the MAF Bancorp Incentive Compensation Plan. Options
granted to the Named Executive Officers under these plans become
exercisable at various dates as determined at the time of grant by the
Administrative/Compensation Committee of the Board of Directors. Options
are granted at an exercise price equal to 100% of the fair market value of
the common stock on the date of grant. Options granted to Named Executive
Officers for 2004, 2003 and 2002 have exercise prices of $44.87 per share,
$42.22 per share and $34.11 per share, respectively. Options granted in
2002 include limited rights, which are exercisable upon a change in
control.
(5) Includes for 2004: (1) contributions to the Company's Employee Stock
Ownership Plan valued at $2,785 as of December 31, 2004 for each of
Messrs. A. Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms. Wheeler;
(2) contributions to the Bank's profit sharing plan, representing
discretionary employer contributions, 401(k) employer-matching
contributions and forfeiture allocations, of $8,667 each for Messrs. A.
Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms. Wheeler; and (3)
amounts accrued in the deferred compensation plan relating to the excess
of the plan's interest rates over 120% of the applicable federal long-term
interest rates, of $46,927, $83,686, $10,315, $11,418, $7,422 and $18,036
for Messrs. A. Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms.
Wheeler, respectively.
</FN>

EMPLOYMENT AND SPECIAL TERMINATION AGREEMENTS

The Company and the Bank have entered into employment agreements with
Allen H. Koranda, Kenneth R. Koranda and Jerry A. Weberling. The Company and the
Bank have also entered into special termination agreements with certain
executive officers of the Company and the Bank, including Kenneth B. Rusdal,
William G. Haider and Sharon M. Wheeler. Such employment and special termination
agreements are designed to ensure that the Company and the Bank will be able to
maintain a stable and experienced management base.

EMPLOYMENT AGREEMENTS. The employment agreements with Messrs. A. Koranda,
K. Koranda and Weberling provide for three-year terms. Prior to each anniversary
date, the Board of Directors of the Company or the Bank may extend the term of
the agreements by an additional year so that the remaining terms are
approximately three years. The current term of each of the agreements expires on
December 31, 2007. The agreements provide for an annual base salary, which is
reviewed annually, to be paid by the Bank, or the Company in lieu of the Bank.
In addition to base salary, each agreement provides, among other things, for
participation in benefit plans and other fringe benefits applicable to executive
officers.

The agreements with Messrs. A. Koranda, K. Koranda and Weberling permit
termination by the Company and the Bank for "cause," as defined in the
agreements, at any time. In the event the Company and the Bank choose to
terminate an executive's employment for reasons other than as a result of a
change in control (as defined in the agreements) and other than for cause, or in
the event of an executive's resignation from the Company or the Bank upon (i)
failure to re-elect executive to the executive's current offices and, in the
case of Messrs. A. Koranda or K. Koranda, to re-nominate him as a director of
the Company and the Bank; (ii) a material lessening of the executive's
functions, duties or responsibilities; (iii) a liquidation, dissolution,
consolidation or merger in which the Company or the Bank is not the resulting
entity; or (iv) a breach of the agreement by the Company or the Bank, the
executive or, in the event of death, the executive's beneficiary, as the case
may be, would be entitled to a payment equal to the greater of the amount
payable to the executive for the remaining term of the agreement or three times
the executive's average annual salary and annual bonus paid over the prior three
years. The Company and the Bank would also continue the executive's life, health
and disability coverage for thirty-six months or, if earlier, until the
executive is employed by another employer. The continued life, health and
disability benefits provided under the agreements would apply to the executive
and to any other dependents covered under the Bank's life, health and disability
plans prior to the termination. If termination results from a change in control
of the Company or the Bank, as defined in the agreements, followed by the
executive's subsequent termination of employment, the executive would be
entitled to a termination payment equal to three times the executive's average
annual salary and annual bonus paid over the prior three years (which, if
payable currently, would result in payments of approximately $1,597,000,
$1,597,000 and $1,035,000 for Messrs. A. Koranda, K. Koranda and Weberling,
respectively, exclusive of any additional payment which may be due to each
individual relating to the reimbursement of excise taxes, as discussed below).

SPECIAL TERMINATION AGREEMENTS. Special termination agreements among the
Company, the Bank and certain executive officers, including Kenneth B. Rusdal,
William G. Haider and Sharon M. Wheeler, provide for three-year terms. The
current term of each of the agreements expires on December 31, 2007. Prior to
each anniversary date, the Board of Directors of the Company or the Bank may
extend the agreements so that the remaining term shall be approximately three
years. Each agreement provides that at any time following a change in control of
the Company or the Bank, as defined in the agreements, if the Company or the
Bank were to terminate the executive's employment for any reason other than
"cause," as defined in the agreements, or if the executive were to elect to
terminate

his or her own employment following his or her demotion, loss of title, office
or significant authority, a reduction in his or her compensation, or relocation
of his or her principal place of employment, the executive would be entitled to
receive a termination payment in an amount equal to three times his or her
average annual salary and annual bonus paid over the three previous years of his
or her employment (which, if payable currently, would result in payments of
approximately $908,000, $784,000 and $784,000 for Messrs. Rusdal, Haider and Ms.
Wheeler, respectively, exclusive of any additional payment which may be due to
each individual relating to the reimbursement of excise taxes, as discussed
below). The Company and the Bank would also continue the executive's life,
health and disability coverage for thirty-six months or, if earlier, until the
executive is employed by another employer. The continued life, health and
disability benefits provided under the agreements would apply to the executive
and to any other dependents covered under the Bank's life, health and disability
plans prior to the change in control.

Payments upon a change in control under the employment agreements and
special termination agreements could constitute excess parachute payments under
Section 280G of the Internal Revenue Code (the "Code"), which may result in the
imposition of an excise tax on the recipient and denial of the deduction for
such excess amounts to the Company and the Bank. The agreements provide that
benefits payable following a change in control will, in most cases, be increased
by the amount necessary to reimburse the executive officer for the amount, if
any, of the excise tax and any related tax due on such reimbursement payment.

In addition, upon a change in control, all unvested stock options become
immediately exercisable and participants in the supplemental executive
retirement plan receive an additional ten years of credited service, subject to
the limitations in the plan described below.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The Bank has a supplemental executive retirement plan ("SERP") for the
purpose of providing certain retirement benefits to executive officers and other
corporate officers approved by the Board of Directors. The annual retirement
plan benefit under the SERP is calculated by multiplying 2% of final average
salary (defined as the average annual salary over the past 60 months) times the
years of service after 1994, or such later date that a participant enters the
plan ("Years of Service"). In most cases, ten additional Years of Service will
be credited to participants in the event of a change in control transaction,
although credited years of service may not exceed 20 years or, if lesser, the
number of years of service assuming employment until age 68. The maximum annual
retirement benefit is equal to 40% of final average salary. Benefits are payable
in various forms in the event of retirement, death, disability and separation
from service, subject to certain conditions defined in the plan. The SERP also
provides for certain death benefits to the extent such amounts exceed a
participant's accrued benefit under the SERP at the time of death.

The following table shows the annual benefits payable upon retirement under
the SERP, based on the specified final average salary amounts and service
periods.

YEARS OF CREDITED SERVICE (1)(2)
FINAL AVERAGE -------------------------------------------------
SALARY 5 10 15 20
------------- ------- ------- -------- --------
$80,000 $ 8,000 $16,000 $ 24,000 $ 32,000
120,000 12,000 24,000 36,000 48,000
160,000 16,000 32,000 48,000 64,000
200,000 20,000 40,000 60,000 80,000
240,000 24,000 48,000 72,000 96,000
280,000 28,000 56,000 84,000 112,000
320,000 32,000 64,000 96,000 128,000
360,000 36,000 72,000 108,000 144,000
400,000 40,000 80,000 120,000 160,000
440,000 44,000 88,000 132,000 176,000

- --------------------
(1) Benefits shown are computed on the basis of a single life annuity. Other
forms of benefit payments are available under the SERP and would be
determined based on the actuarial equivalent amount of the single life
annuity payment.
(2) Messrs. A. Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms. Wheeler
have ten credited years of service as of December 31, 2004. Through
December 31, 2004, Messrs. A. Koranda, K. Koranda, Weberling, Rusdal,
Haider and Ms. Wheeler have qualified for annual retirement benefits
payable under the SERP equal to approximately $71,100, $71,100, $48,100,
$41,900, $36,800 and $36,800, respectively. Such annual payments are
payable for life beginning at the later of their retirement date or age
60, although participants may elect to receive reduced SERP benefits
beginning at age 55.

EXECUTIVE DEFERRED COMPENSATION PLAN

The Bank maintains a deferred compensation plan for executive officers and
certain other corporate officers designated by the Administrative/Compensation
Committee. The deferred compensation plans allow participants to defer up to 25%
of their salary and certain bonuses. Any deferred amounts that were otherwise
payable to the individual in the years shown are included in the Summary
Compensation Table for the Named Executive Officers. Plan participants have the
option to have their deferred amounts earn interest credits at 130% (110%
effective January 1, 2005) of the Moody's corporate bond rate or to earn a total
return based on an investment in MAF Bancorp common stock. Amounts deferred
remain the property of the Bank and the plan provides for certain death benefits
to the extent they exceed the value of a participant's account balance. At
December 31, 2004, the deferred compensation account balances, including account
balances relating to deferred directors fees (see "Directors Compensation -
Directors' Deferred Compensation Plan") where applicable, for Messrs. A.
Koranda, K. Koranda, Weberling, Rusdal, Haider and Ms. Wheeler were valued at
approximately $2.1 million, $4.0 million, $739,000, $515,000, $377,000 and
$816,000, respectively.

OPTION PLANS

The table below lists all grants of options under the MAF Bancorp Incentive
Compensation Plan to the Named Executive Officers for the year ended
December 31, 2004, and contains certain information about grant-date valuation
of the options.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR(1)
-----------------------------------------

INDIVIDUAL GRANTS
-----------------

NUMBER OF PERCENT OF
SECURITIES TOTAL GRANT
UNDERLYING OPTIONS/SARS EXERCISE DATE
OPTIONS/SARS GRANTED TO OR BASE PRESENT
GRANTED EMPLOYEES IN PRICE EXPIRATION VALUE
NAME (#)(2) FISCAL YEAR ($/SHARE)(3) DATE(4) ($)(5)
- --------------------------- ------------ ------------ ------------ ---------- ---------

Allen H. Koranda........... 50,000 11.2% $ 44.87 12/15/14 $663,500
Kenneth R. Koranda......... 50,000 11.2 44.87 12/15/14 663,500
Jerry A. Weberling......... 30,000 6.7 44.87 12/15/14 398,100
Kenneth B. Rusdal.......... 25,000 5.6 44.87 12/15/14 331,750
William G. Haider.......... 20,000 4.5 44.87 12/15/14 265,400
Sharon M. Wheeler.......... 20,000 4.5 44.87 12/15/14 265,400
<FN>
- --------------------
(1) The options shown in this table were granted on December 15, 2004 under the
MAF Bancorp Incentive Compensation Plan.
(2) Options shown in the table were immediately exercisable on December 15,
2004.
(3) Payment of the purchase price may be made in cash or in whole or in part
through the surrender of previously-held shares of common stock at the fair
market value of such shares on the date of exercise. The exercise price of
stock options granted to the Named Executive Officers was equal to 100% of
the fair market value of the common stock on the date the options were
granted.
(4) The option term is ten years.
(5) The method used is a variation of the Black-Scholes option pricing model
and reflects the following assumptions as of the December 15, 2004 grant
date for the options shown in the table: (a) fair market value of the
common stock on the date of grant equal to $44.87 per share; (b) expected
dividend yield on the common stock of 1.87%; (c) calculated volatility of
the price of the common stock equal to 25.87%, determined based on the
closing end-of-week stock prices for the most recent 390 weeks ending prior
to the date of grant; and (d) a risk-free interest rate equal to 4.17%. The
actual value, if any, an executive officer may realize will depend on the
excess of the stock price over the exercise price on the date the option is
exercised. There is no assurance that the value realized will be at or near
the value estimated by the Black-Scholes valuation model.
</FN>

The following table shows options exercised by the Named Executive Officers
during 2004, including the aggregate value of such options realized on the date
of exercise. In addition, the table provides certain information with respect to
the number of shares of common stock represented by outstanding stock options
held by the Named Executive Officers as of December 31, 2004. Also reported are
the values for "in-the-money" options, which represent the positive spread
between the exercise price of any such existing stock options and the year-end
price of the common stock.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
---------------------------------

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARS AT FISCAL IN-THE- MONEY OPTIONS/SARS
ACQUIRED YEAR-END(#) AT FISCAL YEAR-END ($)(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------- ---------- ----------- ------------------------- -------------------------

Allen H. Koranda 14,496 $ 456,476 426,697 / 31,875 $7,327,696 / $268,178
Kenneth R. Koranda 32,477 1,052,619 406,827 / 31,875 6,687,957 / 268,178
Jerry A. Weberling 6,750 227,254 208,378 / 21,884 3,123,556 / 187,925
Kenneth B. Rusdal 31,567 711,301 134,140 / 19,217 1,760,897 / 167,472
William G. Haider 2,208 67,520 137,810 / 15,883 2,160,946 / 145,284
Sharon M. Wheeler 2,208 67,200 137,810 / 15,883 2,160,946 / 145,284
<FN>
- ----------------------------
(1) Reflects market value of underlying securities at December 31, 2004
($44.82 per share), minus the exercise or base price per share.
</FN>

LONG-TERM INCENTIVE AWARDS

The table below provides certain information relating to performance share
units granted to the Named Executive Officers as long-term incentive awards
under the MAF Incentive Plan for the performance period that begins on
January 1, 2004 and ends on December 31, 2006. Each unit entitles the
participant to a cash payout equal to a specified percentage of his or her base
salary if specified stock price performance goals are met. The value of the
performance units, if any, is to be paid in cash to the recipient at the end of
a three-year performance period. The value of the units is determined based on
the three-year stock price performance (including reinvested dividends) of MAF
Bancorp Common Stock relative to the S&P 500 Index.

LONG-TERM INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
------------------------------------------------------

NUMBER OF PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
SHARES, OTHER PERIOD NON-STOCK PRICE BASED PLANS (1)
UNITS OR UNTIL -------------------------------------
OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#) PAYOUT ($ OR #) ($ OR #) ($ OR #)
- -------------------------- ----------- -------------- --------- ---------- ----------

Allen H. Koranda.......... 1,129 3 years $56,450 $112,900 $225,800
Kenneth R. Koranda........ 1,129 3 years 56,450 112,900 225,800
Jerry A. Weberling........ 638 3 years 31,900 63,800 127,600
Kenneth B. Rusdal......... 561 3 years 28,050 56,100 112,200
William G. Haider......... 446 3 years 22,300 44,600 89,200
Sharon M. Wheeler......... 446 3 years 22,300 44,600 89,200
<FN>
- ------------------------
(1) The threshold, target and maximum payments are based on MAF Bancorp stock
price appreciation (including reinvested dividends) ranking in the 50th,
60th and 90th percentile of the S&P 500 Index at the end of the three-year
performance period. No payout is to be made if MAF Bancorp's stock price
performance ranks below the 50th percentile at the end of the performance
period or if MAF Bancorp's stock price performance for the three-year
period is less than 15%, regardless of stock price performance relative to
the S&P 500 Index.
</FN>

TRANSACTIONS WITH CERTAIN RELATED PERSONS AND OTHER MATTERS

Directors, officers and employees of the Company and its subsidiaries are
eligible to apply for mortgage, home equity, home improvement, savings account,
automobile and education loans. All loans to directors and executive officers
are made in the ordinary course of business, do not involve more than the normal
risk of collectibility and do not present any unfavorable features. These loans
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with unaffiliated persons. The Bank's policy is to have all loans to directors
and executive officers approved by the Board of Directors of the Bank.

Pursuant to an employment agreement dated April 19, 1990, as amended,
between Allen H. Koranda and MAF Bancorp, failure to nominate Allen H. Koranda
to the Board of Directors, if followed by his voluntary or involuntary
termination, would obligate the Company to make certain payments to him under
the terms of the agreement. The employment agreement dated April 19, 1990, as
amended, between Kenneth R. Koranda and MAF Bancorp contains these same
provisions.

In connection with the merger of St. Francis Capital Corporation ("St.
Francis") into MAF Bancorp on December 1, 2003, the Company entered into an
employment agreement with Thomas R. Perz, who previously served as Chairman and
Chief Executive Officer of St. Francis. Pursuant to the employment agreement,
Mr. Perz was appointed to the Board of Directors of the Company and the Bank
following the closing of the merger, and the agreement provides that he was to
be nominated at the 2004 Annual Meeting of Shareholders to serve as a director
of the Company for a three-year term of office. Under the employment agreement,
Mr. Perz is to serve as a managing director of the Bank through November 30,
2005. The employment agreement provides for an annual base salary of $306,000.
Mr. Perz will not be eligible for any bonus amount, but is entitled to
participate in other employee benefit plans generally applicable to Bank
employees. The agreement provides that in the event Mr. Perz (1) is terminated
other than for cause or death, or (2) resigns due to a breach of the agreement
by the Company or the Bank, the Bank will continue to pay Mr. Perz's salary
through November 30, 2005 and certain medical and dental insurance benefits will
continue through November 30, 2006. If, prior to the end of his two-year
employment agreement, Mr. Perz's employment is terminated due to his disability,
he will be entitled to receive disability benefits equal to 75% of his base
salary until the earlier of (a) age 65, (b) the date of his full-time employment
with another employer, or (c) the date of his death. During his employment by
the Bank and service as a director, and for a period of two years following the
end of such service, Mr. Perz is subject to a non-competition agreement that
restricts his ability to compete in the market areas served by the Company and
prohibits him from soliciting customers or employees of the Company or the Bank.
In consideration for entering into the non-competition agreement, Mr. Perz is
entitled to receive payments totaling $360,000, which are payable over a
24-month period beginning when his service as an employee and director ceases.
Subject to certain limitations and conditions, the Company has also agreed to
indemnify Mr. Perz for certain excise taxes and income taxes that may be
attributable to certain merger-related payments.

On September 8, 2000, Mr. Perz entered into a Consent and Stipulation
("Consent") with the SEC to resolve allegations of insider trading involving
shares of an unrelated company. The Consent, in which Mr. Perz neither admitted
nor denied the allegation, formed the basis for a court order that permanently
restrains and enjoins Mr. Perz from engaging in purchases or sales of securities
in a manner that violates any federal or state securities law. In connection
with the resolution of this matter, Mr. Perz paid a civil penalty of $386,875
and surrendered a similar amount in trading profits plus $60,687 in interest.

Pursuant to its obligations under the merger agreement relating to the
Company's acquisition of Fidelity on July 21, 2003, the Company appointed
Raymond S. Stolarczyk to the Board of Directors of the Company and the Bank
following the closing of the merger, for a term of office that expires at the
annual meeting of shareholders in 2006. The Bank has also assumed the obligation
to Mr. Stolarczyk under Fidelity's supplemental executive retirement plan. Mr.
Stolarczyk is entitled to receive five annual installment payments of $290,654,
plus interest, under the plan, of which three installments remain to be paid.

Terry A. Ekl, a director of the Company, is a partner in the law firm of
Connolly, Ekl & Williams, P.C. During 2004, the Bank paid that firm $381,600 for
legal services rendered during 2004. The same law firm leases office space in
one of the Bank's office buildings and paid rents to the Bank in the amount of
$115,992 during 2004.

Hugo Koranda, former Chairman of the Board of Directors of the Bank,
received an annual retainer and related fees totaling $23,000 for his service
during 2004 as Chairman Emeritus. He also had the use of a company-owned
automobile during the year, and the Company provided office space for his use.
Hugo Koranda is the father of Allen H. Koranda and Kenneth R. Koranda. The
sister of Allen H. Koranda and Kenneth R. Koranda serves as president of Mid
America Insurance Agency, Inc., a subsidiary of the Bank, and during 2004 her
compensation was approximately $81,000 and she received a grant of 200
restricted stock units that vest over a five-year period. Allen H. Koranda's son
serves as a vice president of MAF Developments, Inc., the Company's real estate
development subsidiary. During 2004, his compensation was approximately
$104,500, he received a grant of 200 restricted stock units that vest over a
five-year period and he had the use of a company automobile.

Thomas R. Perz's daughter was employed during 2004 as a loan officer for
Mid America Bank and received compensation totaling approximately $122,000.

In connection with the 1998 acquisition of Westco Bancorp, Inc. and David
C. Burba's related employment agreement, the Company and Mr. Burba, a director
of the Company, entered into a non-competition agreement that entitles him to
certain payments following termination of his employment with the Company. Mr.
Burba retired effective December 31, 2003, and received lump-sum payments of
$360,000 during 2004 in satisfaction of these obligations. Pursuant to the
agreement, Mr. Burba has agreed that until December 31, 2005, he will not,
without the Company's prior consent, engage or participate in depository,
lending or other financial services businesses in any community in which the
Company or the Bank or any of their affiliates has a financial institution or
branch or has sought regulatory approval to acquire or establish a financial
institution or branch at the time of termination of employment, or in any
community within a prescribed radius of any such institution or branch. The
agreement also imposes confidentiality restrictions on Mr. Burba and restricts
him from soliciting or encouraging employees of the Company or the Bank to
terminate employment. In addition to the payments described above, the company
car that Mr. Burba used while an employee of the Bank was also transferred to
him. No additional payments are due to Mr. Burba under the non-competition
agreement.

Certain directors of the Company who are also employees or retired
employees of the Company or the Bank are entitled following retirement, to
receive payments under the Company's SERP or deferred compensation plans or
payments under similar plans of acquired entities that were assumed by the
Company in connection with such acquisitions.

PROPOSAL 2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS

The Company's independent auditors for the year ended December 31, 2004
were KPMG LLP, a registered public accounting firm. The Audit Committee has
reappointed KPMG LLP to continue as independent auditors for the Company for the
year ending December 31, 2005. Although the selection of the independent
registered public accounting firm is, by law, the responsibility of the Audit
Committee, the Board of Directors has determined to provide shareholders the
opportunity to express their view concerning such appointment by voting on this
non-binding ratification proposal.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD, IF EXECUTED, WILL BE VOTED "FOR" THE RATIFICATION OF THE APPOINTMENT OF
KPMG LLP, A REGISTERED PUBLIC ACCOUNTING FIRM, AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 2005.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2005.

Representatives of KPMG LLP are expected to attend the meeting. They will
be given an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from shareholders present at the
meeting.

AUDIT FEES. The aggregate fees payable to KPMG LLP (the "Auditors") for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2004, including the reviews of
its financial statements included in the Company's quarterly reports on Form
10-Q, assistance with Securities Act filings and related matters and
consultations on financial accounting and reporting standards arising during the
course of the audit or reviews for that fiscal year were $451,175. Included in
this total was $184,000 incurred in connection with KPMG's audit and opinion on
management's assessment that the Company maintained effective internal control
over financial reporting as of December 31, 2004.

The aggregate fees billed by the Auditors for professional services
rendered for the audit of the company's annual financial statements for the
fiscal year ended December 31, 2003 and for the reviews of the financial
statements included in the company's quarterly reports on Form 10-Q for that
fiscal year were $294,400. Certain amounts previously classified as audit fees
for 2003 have been reclassified as audit-related fees.

AUDIT-RELATED FEES. The aggregate fees billed by the Auditors for assurance
and related services that are reasonably related to the performance of the audit
or review of the Company's financial statements, and are not reported above,
were $82,000 for the fiscal year ended December 31, 2004 and $45,800 for the
fiscal year ended December 31, 2003. Such services consisted of benefit plan
audits, issuance of reports in connection with agreed upon procedures and other
reports.

TAX FEES. The aggregate fees billed by the Auditors for professional tax
services rendered were $88,150 for the fiscal year ended December 31, 2004 and
$57,264 for the fiscal year ended December 31, 2003. During 2004, all of the
fees for tax services related to tax compliance advice and tax preparation
services. Such services consisted of assistance in the preparation and review of
Federal and state income tax filings, tax assistance relating to acquisitions,
assistance in connection with audits, communications with taxing authorities and
other tax matters.

ALL OTHER FEES. For 2004, there were no other fees billed by the Auditors,
other than the services described above. In 2003, other fees billed by the
Auditors for permissible services rendered to the Company totaled $4,600.

In accordance with its charter, the Audit Committee pre-approves all audit
and permissible non-audit services provided by the Auditors, subject to de
minimus exceptions contained in the Exchange Act. These services may include
audit services, audit-related services, tax preparation and compliance services
and other services. The Audit Committee may not delegate to management its
responsibilities to pre-approve services performed by the independent auditors,
but has delegated to the Committee Chairman, the authority to approve on behalf
of the committee certain proposed services to be provided by the Auditors. All
of the 2004 non-audit services described above were pre-approved by the Audit
Committee.

REPORT OF THE AUDIT COMMITTEE

The report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information, by reference, and shall not
otherwise be deemed filed under such Acts.

In accordance with its written charter, the Audit Committee of the Board is
responsible for appointment of the Company's independent registered public
accounting firm, oversight of the quality and integrity of the accounting,
auditing and financial reporting practices of the Company, and approval in
advance of any non-audit services to be provided to the Company by the
independent auditors. The committee is composed of four directors, each of whom
meets the independence requirements of the listing standards of the Nasdaq Stock
Market, on which the Company's securities are listed. Barbara L. Lamb has been
designated by the Board as its "audit committee financial expert" based on her
educational background in finance and accounting and her professional experience
in investment banking.

During 2004, the committee met 14 times. Among other things, they met to
discuss the results of internal audit examinations, and met with the chief
financial officer, controller, independent auditors, general counsel, outside
corporate counsel and Senior Vice President- Internal Audit to review and
discuss critical accounting policies, status of review and compliance with
Section 404 of the Sarbanes Oxley Act of 2002, the Company's press releases
announcing quarterly earnings results and the unaudited interim financial
information contained in each Form 10-Q filing prior to release of such
information or filing of the reports with the SEC. In discharging its oversight
responsibility as to the audit process, the Committee obtained from the
independent auditors a formal written statement describing all relationships
between the auditors and the Company that might bear on the auditors'
independence consistent with Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees." The committee has considered
and discussed with the auditors whether the provision of non-audit services or
any other relationships impacted their objectivity and independence and
satisfied itself as to the auditors' independence. The committee also discussed
with management, the internal auditors and the independent auditors, the quality
and adequacy of the Company's internal controls and the internal audit
function's organization, responsibilities, budget and staffing. The committee
reviewed with the independent and internal auditors, their audit plans, audit
scope and identification of audit risks. The Audit Committee has established
procedures for the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls, or auditing matters,

including procedures for the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.

Management of the Company is responsible for the preparation, presentation
and integrity of the Company's consolidated financial statements and for
maintaining appropriate accounting principles, financial reporting policies,
internal control over financial reporting and procedures to assure compliance
with accounting standards and applicable laws and regulations. The independent
registered public accounting firm is responsible for auditing the Company's
consolidated financial statements and expressing an opinion on the consolidated
financial statements as to their conformity with U.S. generally accepted
accounting principles. In addition, the independent registered public accounting
firm is responsible for auditing and expressing an opinion on management's
assessment that the Company maintained effective internal control over financial
reporting.

The committee reviewed and discussed the audited consolidated financial
statements of the Company as of and for the year ended December 31, 2004, with
management and the independent registered public accounting firm. The committee
also discussed and reviewed with the independent registered public accounting
firm communications required by professional standards, including those
described in Statement on Auditing Standards No. 61, as amended, "Communication
with Audit Committees," and in executive session without management present,
discussed and reviewed the results of the independent registered public
accounting firm's audits of the consolidated financial statements and internal
control over financial reporting.

Based upon the above-mentioned reports, discussions and reviews, and their
assessment of the performance and services provided by KPMG LLP in connection
with the 2004 audits, the committee has recommended that the audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2004 filed with the Securities and
Exchange Commission. The committee has also selected KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2005.

Submitted by the Audit Committee of the Company's Board of Directors

Barbara L. Lamb, Chairman
F. William Trescott, Vice Chairman
David J. Drury
Joe F. Hanauer

OTHER MATTERS

SHAREHOLDER COMMUNICATION

Shareholders may communicate directly with members of the Board of
Directors by writing to the Board of Directors, or any of them, at the executive
offices of the Company. Except as provided below, if any written communication
is received by the Company and addressed to the Board of Directors of MAF
Bancorp, Inc., any committee of the Board or one or more named directors (or
addressed to the Secretary of the Company with a request to be forwarded to one
or more members of the Board of Directors), the Corporate Secretary shall be
responsible for promptly forwarding the correspondence to the appropriate Board
member(s). However, any obvious marketing materials or other general
solicitations will not be forwarded. Directors will generally respond in
writing, or cause the Company to respond, to bona fide shareholder
communications that are non-frivolous in nature.

Directors are expected to attend the Company's annual meeting of
shareholders each year in person, whether or not standing for reelection, and
make themselves available before and after the meeting to speak with interested
shareholders. All of the Company's directors then serving attended the 2004
Annual Meeting of Shareholders.

SHAREHOLDER PROPOSALS

To be considered for inclusion in the proxy statement and proxy relating to
the annual meeting of shareholders to be held in 2006, a shareholder proposal
must be received by the Corporate Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Shareholders, no later than November
25, 2005. If such annual meeting is held on a date more than 30 calendar days
from April 27, 2006, a shareholder proposal must be received by a reasonable
time before the proxy solicitation for such annual meeting is made. Any such
proposal will be subject to 17 C.F.R. ss.240.14a-8 of the Rules and Regulations
of the SEC.

NOTICE OF BUSINESS TO BE CONDUCTED AT THE 2006 ANNUAL MEETING

The bylaws of the Company provide an advance notice procedure for certain
business to be brought before an annual meeting. Under the bylaw provisions
currently in effect, in order for a shareholder to properly bring business
before the 2006 annual meeting, the shareholder must give written notice to the
Corporate Secretary of the Company at the address on the Notice of Annual
Meeting of Shareholders. To be timely, a shareholder's notice must be delivered
or mailed to and received at the principal executive offices of the Company on
or before January 24, 2006, or in the event that the date of the meeting is
changed more than 30 days from April 27, 2006, such notice must be delivered or
mailed to and received by the Company not later than 90 days in advance of such
meeting. The notice of proposed shareholder action must include the
shareholder's name and address, as it appears on the Company's record of
shareholders, a brief description of the proposed business, the reason for
conducting such business at the annual meeting, the class and number of shares
of the Company's capital stock that are beneficially owned by such shareholder
and any material interest of such shareholder in the proposed business. In the
case of nominations to the Board, certain information regarding the nominee must
be provided. The shareholder's notice of nomination must contain all information
relating to the nominee that is required to be disclosed by the Company's bylaws
and by the Exchange Act. These procedures apply to any matter that a shareholder
wishes to raise at the 2006 annual meeting, including those matters raised other
than pursuant to 17 C.F.R. ss.240.14a-8 of the Rules and Regulations of the SEC.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement

and proxy relating to the 2006 annual meeting any shareholder proposal that does
not meet all of the requirements for inclusion established by the SEC in effect
at the time such proposal is received.

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

The Board of Directors knows of no business that will be presented for
consideration at the meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the meeting, it is the intention of the persons named in the accompanying proxy
to vote the shares represented thereby on such matters in accordance with their
best judgment.

Whether or not you intend to be present at the meeting, you are urged to
return your proxy card promptly. If you are a record holder and are present at
the meeting and wish to vote your shares in person, your proxy may be revoked by
voting at the meeting. However, if you are a shareholder whose shares are not
registered in your own name, you will need additional documentation from your
record holder to vote personally at the meeting.

By Order of the Board of Directors

/s/ Carolyn Pihera

Carolyn Pihera
Corporate Secretary

Clarendon Hills, Illinois
March 25, 2005

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

[MAF BANCORP, INC. LOGO]

ANNUAL MEETING PROXY CARD

PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE VOTING INSTRUCTIONS.

A. ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR each of the listed nominees.

1. Election of Directors for terms of three years each:

FOR WITHHOLD FOR WITHHOLD

01 - Robert J. Bowles [ ] [ ] 04 - Barbara L. Lamb [ ] [ ]

02 - David C. Burba [ ] [ ] 05 - Edward W. Mentzer [ ] [ ]

03 - Allen H. Koranda [ ] [ ]

B. RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors recommends a vote FOR the following proposal.

FOR AGAINST ABSTAIN
2. Ratification of the appointment of KPMG, LLP, a
registered public accounting firm, as independent [ ] [ ] [ ]
auditors of MAF Bancorp, Inc. for the year
ending December 31, 2005.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.

C. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Note: Please sign exactly as your name appears on this card (do not print).
Please indicate any change in address. When shares are held by joint
tenants, both should sign, but only one signature is required.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.

Signature 1 - Please keep signature within the box

- ----------------------------------------

Signature 2 - Please keep signature within the box

- ----------------------------------------

Date (mm/dd/yyyy)

__ __ / __ __ / __ __ __ __

REVOCABLE PROXY--MAF BANCORP, INC.

55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514
(630) 325-7300

ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2005, 10:00 A.M.

The undersigned hereby appoints the Board of Directors of MAF Bancorp, Inc.
("MAF Bancorp"), each with full power of substitution, to act as proxies for the
undersigned, and to vote all shares of common stock of MAF Bancorp which the
undersigned is entitled to vote only at the Annual Meeting of Shareholders (the
"Annual Meeting"), to be held on Wednesday, April 27, 2005, at 10:00 a.m., local
time, at Marie's Ashton Place, 341 W. 75th Street, Willowbrook, Illinois 60514,
and at any and all adjournments thereof, as marked on the reverse side.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL LISTED. If any other
business is presented at the Annual Meeting, including whether or not to adjourn
the meeting, this proxy will be voted by those named in this proxy in their best
judgment. As of March 25, 2005, the Board of Directors knows of no other
business to be presented at the Annual Meeting.

The undersigned hereby acknowledges receipt from MAF Bancorp prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders and proxy
statement dated March 25, 2005, and the 2004 Annual Report to Shareholders.

PLEASE MARK THIS PROXY AND SIGN AND DATE IT ON THE REVERSE SIDE
HEREOF AND RETURN IT IN THE ENCLOSED ENVELOPE.

SEE REVERSE SIDE SEE REVERSE SIDE

(Continued and to be signed on reverse side.)

TELEPHONE VOTING INSTRUCTIONS

YOU CAN VOTE BY TELEPHONE! AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!

[LOGO] To vote using the Telephone (within U.S. and Canada)

o Call toll free 1-866-536-4458 in the United States or Canada
any time on a touch tone telephone. There is NO CHARGE to you
for the call.

o Follow the simple instructions provided by the recorded message.

IF YOU VOTE BY TELEPHONE, PLEASE DO NOT MAIL BACK THIS PROXY CARD.

PROXIES SUBMITTED BY TELEPHONE MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON APRIL 27, 2005.

THANK YOU FOR VOTING