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Exhibit 10(xii) - MAF Bancorp, Inc. Shareholder Value Long-Term Incentive Plan,
as amended
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                              MAF Bancorp



                              SHAREHOLDER VALUE LONG-
                              TERM INCENTIVE PLAN



                              Effective July, 1993

                                       1
<PAGE>
 
I.   PURPOSE OF THE PROGRAM

The purpose of the MAF Bancorp (the Company) Shareholder Value Incentive Plan
(the Plan) is to provide executives with financial motivation to act in the
long-term interests of the Company and its shareholders.  By providing financial
rewards to executives linked to the achievement of long-term goals, the Company
believes the Plan will promote an increased focus by those people primarily
responsible for its long-term success on the longer-term impact of their
decisions.

II.  EFFECTIVE DATE

The Plan will become effective on the first day of the 1994 fiscal year.  The
Plan will continue  in effect until and unless terminated by the Board of
Directors (the Board).

III. DEFINITIONS

     1.   "Base Salary", for purposes of this Plan only, is the fixed portion of
          executives' compensation.  It specifically excludes any amounts paid
          pursuant to the Annual Incentive Plan and the Shareholder Value
          Incentive Plan.

     2.   "Performance Period" means a period of three consecutive fiscal years
          of the Company.

     3.   "Participant" means any employee designated by the Chairman/CEO to
          participate in the Plan.

     4.   "Retirement", for purposes of this Plan only, shall be defined as the
          first day of the month following the month in which the Participant
          attains his or her 65th birthday.

     5.   "Disability" shall be defined by reference to its definition under
          Section 8.02 of the Mid America Federal Savings Bank Profit Sharing
          Plan.

     6.   "Total Shareholder Return" refers to stock price appreciation plus
          reinvested dividends.

IV.  ELIGIBILITY AND PARTICIPATION

In general, all executives who have the potential to significantly impact
strategic results will participate in the Plan.  Other employees may be
appointed to participate in the Plan at the discretion of the Chairman or
President, if determined necessary or desirable to carry out the purpose of the
Plan.

Initially there will be three levels (i.e. groups) of participation under the
Plan.  These include:

                                       2
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IV.  ELIGIBILITY AND PARTICIPATION (CONTINUED)
 
     [_]  Group I:  The Chairman/CEO and the President
          -------
 
     [_]  Group II: Selected executives with company-wide responsibilities.  
          ---------
          Initially this includes:
          
          -  Chief Financial Officer
          -  SVP Loan Operations
 
     [_]  Group III:  Selected executives with primary accountability for one 
          -----------
          or more key functional areas.  Initially this includes:

          -  1st VP and Controller
          -  1st VP Administration/Savings
          -  1st VP Investor Relations/Taxation        
          -  VP Secondary Mortgage Marketing           
          -  SVP Loan Administration/Compliance        
          -  President Mid America Development         
          -  SVP Operations/Information Systems        
          -  SVP Retail Banking                         

The addition of Participants and/or changes in group assignment after July 1,
1993 will be effective upon notification of selection.  If notification is given
in the midst of a Performance Period, Participants will receive a pro rata share
of any awards distributed at the end of the Performance Period.

V.   OVERALL PLAN ADMINISTRATION

COMPENSATION COMMITTEE:  The Compensation Committee (the Committee) shall be
responsible for overall Plan administration.  The Committee, by majority action,
is authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company, and to
make all other determinations necessary or advisable for the administration of
the Plan, but only to the extent not contrary to the express provisions of the
Plan.  The Committee may request the assistance of the Board in making any
determination under the Plan or in carrying out its duties hereunder.
Determinations, interpretations, or other actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final, binding and conclusive
for all purposes and upon all persons whomsoever.

AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN:  The Board or its
designated committee may at any time terminate, and from time to time may amend
or modify the Plan, except that no amendment shall increase the amount of an
award payable to a Participant or group of Participants and except that no such
termination shall be effective with respect to the Performance Period(s) then in
effect.

                                       3
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V.   OVERALL PLAN ADMINISTRATION (CONTINUED)

EXPENSES OF THE PLAN: The expenses of the Plan shall be allocated
proportionately among the Company and the Bank based on the relative
compensation expense, other than the expense of this Plan, incurred by the
Company and the Bank for each Participant in the Plan.

VI.  SHAREHOLDER VALUE PLAN

1.   PLAN OVERVIEW:  The shareholder value plan is predicated on the belief that
     executives should receive long-term incentive awards commensurate to the
     return shareholders receive in stock price appreciation and dividends.  If
     relative to other companies the Company performs well, this plan will
     provide substantial awards to executives.  Conversely, if the Company
     performs poorly in terms of stock price appreciation and dividends, this
     plan will provide no awards.

2.   PERFORMANCE PERIOD:  Performance will be measured over a three year period.
     A new three-year Performance Period will begin each year.  As a result, at
     any given time three overlapping shareholder value plans will be in effect.

3.   PERFORMANCE MEASURE:  Before the beginning of each Performance Period, the
     Chairman/CEO shall propose the criteria and performance goals upon which
     Company performance will be based.  These must be approved by the Board.
     For the initial Performance Period, the criterion is the Company's Total
     Shareholder Return relative to:  (1) comparable thrift industry companies,
     and (2) the S&P 500 stock index.  Specifically, the plan will be activated
     if the Company's Total Shareholder Return for the Performance Period is in
     the 51st percentile or better when compared to thrift industry companies.
     Once activated, the final award size will depend on the Company's
     percentile rank in Total Shareholder Return relative to the return of S&P
     500 companies over the Performance Period.

4.   AWARD OPPORTUNITIES:  Before the beginning of each Performance Period, the
     Chairman/CEO shall propose award opportunities for each Participant group.
     As a general guideline, award opportunities will correspond to the
     competitive market practices and the relative priority placed by the
     Company on achieving annual versus long-term performance goals.  These must
     be approved by the Board.

     Participants will be assigned a "Target" award opportunity stated as a
     percent of base salary. The Target level is the amount that will be paid
     for exactly achieving Target performance goals.

     Initial Target award levels are stated as follows:

          [_]  25 percent of base salaries for Group I positions

          [_]  20 percent of base salaries for Group II positions

          [_]  11 percent of base salaries for Group III positions

                                       4
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VI.  SHAREHOLDER VALUE PLAN (CONTINUED)

5.   AWARD DISTRIBUTION:  Each Participant will be awarded a number of
     Performance Units based on the Participant's base salary and his/her
     assigned Target award opportunity.  Performance Units will have a Target
     value of $100.  The number of units awarded will be determined by
     multiplying each Participant's base salary by the Target award opportunity,
     and the result divided by $100.

     At the end of each Performance Period, the value of each Performance Unit
     will be determined based on the following schedule:

<TABLE>
<CAPTION>
               PERFORMANCE         PERFORMANCE         COMPANY TSR PERCENTILE
                  LEVEL             UNIT VALUE           RANK AMONG S&P 500
                  -----             ---------            ------------------
               <S>                 <C>                 <C>     
                Threshold              $ 50                      50th
                                       $ 75                      55th
                  Target               $100                      60th
                                       $125                      65th
                                       $150                      70th
                                       $175                      75th
                                       $200                      80th
                                       $225                      85th
                Superior               $250                      90th 
</TABLE>

     The calculation of a Participant's award for a Performance Period shall
     be made by multiplying the number of Performance Units granted by the
     Performance Unit value.  The award will be distributed in cash.

6.   TIMING OF AWARD PAYMENTS:  Except as outlined in Section VII, all awards
     made under the Plan (i.e., cash) shall be paid to Participants within 30
     days after the date on which the independent certified public accountants
     have determined the Company's percentile rank on a Total Shareholder Return
     basis among the S&P 500.

7.   CHANGE IN CONTROL:  Upon the occurrence of a Change in Control of the
     company (as such term is defined in the MAF Bancorp 1990 Incentive Stock
     Option Plan), Participants' awards for each of the three shareholder value
     plans then in effect shall be calculated based on the applicable
     performance criteria without regard to whether the full three year
     performance period has been completed for each of the overlapping plans.
     In such case, the performance period shall be deemed  to have ended as of
     the end of the latest calendar quarter preceding the closing of any Change
     in Control transaction.  The award calculated for each of the three
     overlapping plans shall then be reduced on a pro rata basis based on the
     ratio of the number of months actually completed in the performance period
     to thirty-six months.

                                       5
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VII.   CHANGES IN EMPLOYEE STATUS

When a Participant's employment is terminated, voluntarily or involuntarily,
prior to vesting of Performance Units for reasons other than death, retirement
or disability, the Participant will forfeit all rights to unvested awards.
Terminating participants are entitled to receive vested Performance Units at the
same time that active Participants receive their awards.

Termination during a Performance Period for reasons of death, retirement or
disability will result in a pro rata payment based on the number of full months
of employment during the Performance Period(s) as a percent of the total months
of the Performance Period(s).  Payment of awards, if earned, shall be made at
the same time that active Participants receive their awards.

VIII.  BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingentally or successively) to whom any
benefit under the Plan is to be paid in case of the Participant's death before
he or she receives any or all of such benefit.  Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant in writing
with the Committee during his/her lifetime.  In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the estate of the Participant.

IX.    TAX WITHHOLDING

Upon payment of awards under the Plan, the amount of tax required by any
governmental authority to be withheld shall be deducted from each distribution
of cash.

X.     RIGHTS OF EMPLOYERS

Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any Participant's employment at any time nor confer upon
any Participant any right to continue in the employ of the Company.

                                       6
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                           CERTIFICATE OF RESOLUTION
                                        

I, Carolyn Pihera, do hereby certify that I am the duly elected and acting
Secretary of Mid America Federal Savings Bank, and that the following is a true
and correct copy of a certain resolution adopted by the Board of Directors of
said Bank at their regular meeting held June 27, 1995, at which meeting a quorum
of the members of said Bank were present and acting throughout:

     NOW THEREFORE BE IT RESOLVED, that the Board amends Section IV, Eligibility
     and Participation, and Section VI (4), Award Opportunities, by adding Gail
     Brzostek, Vice President - Check Operations and Diane Stutte, Vice
     President - Teller Operations as new Group IV participants whose target
     award levels will be equal to 6% of base salaries.

I do further certify that the foregoing resolution has not been altered or
amended, but remains in force and effect.

IN WITNESS WHEREOF, I have executed this Certificate and affixed the Bank's seal
this 31st day of August, 1995.



   /s/  Carolyn Pihera
------------------------------
Corporate Secretary

                                       7
<PAGE>
 
                          EXTRACT FROM THE RECORDS OF
                       MID AMERICA FEDERAL SAVINGS BANK
                   REGULAR MEETING OF THE BOARD OF DIRECTORS
                            HELD DECEMBER 16, 1997


At the meeting of the Board of Directors of Mid America Federal Savings Bank
duly called and held on the 16th day of December, 1997, a quorum being present,
it was on motion:

LONG-TERM INCENTIVE PLAN
------------------------

WHEREAS, the Committee and the Board wish to amend Section VI(5) of the Plan to
provide for a revised valuation of performance units granted after June 30,
1996; and

WHEREAS, the Committee and the Board wish to amend Section VI(3) of the Plan to
eliminate the requirement that the Company's Total Shareholder Return be at
least in the 51st percentile of comparable thrift industry companies in order to
activate the plan, with such amendment to be effective for performance units
granted after June 30, 1996; and

WHEREAS, the Committee and the Board wish to amend Section VI(3) of the Plan to
provide for a Total Shareholder Return of an least 15% during a performance
period in order to activate the Plan, with such amendment to be effective for
performance units granted after June 30, 1996;

NOW THEREFORE BE IT RESOLVED, that the above resolutions are approved and
adopted with the following revised performance unit valuation table to be
effective for awards granted after June 30, 1996:
<TABLE>
<CAPTION>
 
     PERFORMANCE          RANK V.  NEW PERFORMANCE    
     Level                S&P 500    UNIT VALUE       
     -----                -------  ----------------
     <S>                  <C>      <C>                
     Threshold             50th          $ 50    
                           55th          $ 75    
     Target                60th          $100    
                           65th          $117    
                           70th          $133    
                           75th          $150    
                           80th          $167    
                           85th          $183    
     Superior              90th          $200     
</TABLE>

I do further certify that the foregoing resolution has not been altered or
amended, but remains in force and effect.

IN WITNESS WHEREOF, I have executed this Certificate and affixed the Bank's seal
this 14th day of March, 1998.

/s/ Carolyn Pihera
-------------------------
Corporate Secretary

                                       8