EXHIBIT 10.19

                       THIRD AMENDMENT TO CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

     Reference is hereby made to that certain Credit Agreement dated as of
November 30, 2001 (the Credit Agreement, as the same has been amended prior to
the date hereof, being referred to herein as the "Credit Agreement"), between
the undersigned, MAF Bancorp, Inc., a Delaware corporation (the "Company") and
you (the "Lender"). All capitalized terms used herein without definition shall
have the same meanings herein as such terms have in the Credit Agreement.

     The Company has requested the Lender amend the Credit Agreement by (a)
extending the Revolving Credit Termination Date, (b) make an additional term
loan advance, (c) amend certain financial performance covenants, and (d) amend
certain other provisions of the Credit Agreement, and the Lender is willing to
do so under the terms and conditions set forth in this agreement (herein, the
"Amendment").

1. AMENDMENTS.

     Upon satisfaction of the conditions precedent set forth in Section 2 below,
the Credit Agreement shall be and hereby is amended as follows:

          1.1. Section 1.4 of the Credit Agreement (Term Credit) is hereby
     amended and restated in its entirety to read as follows:

               Section 1.4. Term Credit. As of November 1, 2004, the Company is
          indebted to the Lender in the principal amount of $45,000,000 pursuant
          to that certain Term Note of the Company dated November 30, 2001,
          issued in the original principal amount of $55,000,000 (the "Prior
          Term Note"). The Company acknowledges and agrees that the outstanding
          amount on the Prior Term Note is owing to the Lender without defense,
          offset or counterclaim. Subject to the terms and conditions hereof,
          the Lender agrees to make an additional term loan advance to the
          Company in the principal amount of $25,000,000 (the "Additional Term
          Loan"), which shall be advanced in a single borrowing on or before
          November 5, 2004, at which time the commitment of the Lender to make
          the Additional Term Loan shall expire. The Additional Term Loan shall
          be applied by the Company to fund a portion of the Chesterfield
          Acquisition, and other valid business purposes. The Additional Term
          Loan, together with the aggregate principal balance of the Prior Term
          Note, shall be combined into a single term loan so that all such
          indebtedness from and after

<PAGE>

          November 1, 2004, shall be evidenced by a single promissory note of
          the Company in the form attached hereto (with appropriate insertions)
          as Exhibit B, payable to the order of the Lender in the principal
          amount of $70,000,000 (herein, "Term Note", and the aggregate
          principal amount of loans evidenced thereby being referred to herein
          as the "Term Loan"). The Term Note is being issued in substitution and
          replacement for, and shall evidence the indebtedness heretofore
          evidenced by, the Prior Term Note, as well as the Additional Term Loan
          made hereunder. The Term Note shall be dated the date of issuance
          thereof and be expressed to bear interest as set forth in Section 2
          hereof. The Company hereby promises to make principal payments on the
          Term Note in installments on the dates set forth in column A below
          each in an amount equal to the amount set forth in column B below
          opposite the relevant due date:

               The Company hereby agrees to repay the balance of the Term Loan
          in the amounts and on the dates set forth below:

                      A                                   B
                                               SCHEDULED PRINCIPAL
                PAYMENT DATE                  PAYMENT ON TERM NOTE

                 12/31/2005                        $7,000,000
                 12/31/2006                        $7,000,000
                 12/31/2007                        $7,000,000
                 12/31/2008                        $7,000,000
                 12/31/2009                        $7,000,000
                 12/31/2010                        $7,000,000
                 12/31/2011              $28,000,000 or such lesser amount
                                         representing the remaining principal
                                         balance of the Term Loan

          1.2. The definition of "Term Credit Commitment" appearing in Section
     4.1 of the Credit Agreement is hereby deleted, and the definitions of
     "Applicable LIBOR Margin" and "Revolving Credit Termination Date" appearing
     in Section 4.1 of the Credit Agreement (Definitions) shall each be amended
     and restated in their entirety to read as follows:

               "Applicable LIBOR Margin" means (i) with respect to the Revolving
          Credit Loans, 0.95% and (ii) with respect to the Term Loans, 1.10%.

               "Revolving Credit Termination Date" means October 31, 2005, or
          such earlier date on which the Revolving Credit Commitment is
          terminated in whole pursuant to Section 3.3, 3.4, 8.2, or 8.3 hereof.

                                      -2-

<PAGE>

          1.3. Section 4.1 of the Credit Agreement (Definitions) shall be
     amended by adding the following definition of "Chesterfield Acquisition" to
     read as follows:

               "Chesterfield Acquisition" means the acquisition by the Company
          of Chesterfield Financial Corporation and its subsidiaries pursuant to
          the Agreement and Plan of Merger by and among the Company, Classic
          Acquisition Corp., a Delaware corporation, and Chesterfield Financial
          Corp., a Delaware corporation, dated as of June 5, 2004.

          1.4. Subsection (ii) of Section 5.4 of the Credit Agreement (Use of
     Proceeds) is hereby amended and restated in its entirety to read as
     follows:

               (ii) the Term Loan, to finance the Mid Town Bancorp Acquisition
          and to refinance existing indebtedness owing by the Company to the
          Lender and, with respect to the Additional Term Loan portion thereof,
          to finance a portion of the Chesterfield Acquisition.

          1.5. Section 7.9 of the Credit Agreement (Adjusted Net Worth) is
     hereby amended and restated in its entirety to read as follows:

               Section 7.9. Adjusted Net Worth. The Company shall, as of the
          last day of each fiscal quarter of the Company, maintain Adjusted Net
          Worth of the Company and its Subsidiaries determined on a consolidated
          basis in an amount not less than $475,000,000.

          1.6. Exhibit B to the Credit Agreement is hereby amended and restated
     in its entirety to read as Exhibit B attached hereto.

               1.7. Upon the effectiveness of the Chesterfield Acquisition,
          Schedule 5.2 of the Credit Agreement is hereby amended and restated to
          read as set forth on Schedule 5.2 attached hereto and made a part
          hereof.

2.       CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

          2.1. The Company and the Lender shall have executed and delivered this
     Amendment, and the Company shall have executed and delivered a replacement
     Term Note to the Bank in the form attached hereto as Exhibit B.

          2.2. The Lender shall have received certified copies of resolutions
     adopted by the Board of Directors of the Company authorizing the execution
     and delivery of this Amendment and the replacement Term Note, together with
     a current incumbency

                                      -3-

<PAGE>

     certificate containing the name, title, and genuine signature of its
     authorized officers, in each case certified to by its Corporate Secretary
     and in form and substance acceptable to the Lender.

          2.3. Legal matters incident to the execution and delivery of this
     Amendment shall be satisfactory to the Lender and its counsel; and the
     Lender shall have received the favorable written opinion of counsel for the
     Borrower in form and substance satisfactory to the Lender and its counsel.

SECTION 3. REPRESENTATIONS.

     In order to induce the Lender to execute and deliver this Amendment, the
Company hereby represents to the Lender that, as of the date hereof and after
giving effect to the advance of the Additional Term Loan and the consummation of
the Chesterfield Acquisition contemplated hereby, (a) the representations and
warranties set forth in Section 5 of the Credit Agreement are and shall be and
remain true and correct (except that the representations contained in Sections
5.5 and 5.6 shall be deemed to refer to the most recent financial statements of
the Company delivered to the Lender) and (b) no Default or Event of Default has
occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.

4. MISCELLANEOUS.

          4.1. Except as specifically amended herein, the Credit Agreement shall
     continue in full force and effect in accordance with its original terms.
     Reference to this Amendment need not be made in the Credit Agreement, the
     Notes, or any other instrument or document executed in connection
     therewith, or in any certificate, letter or communication issued or made
     pursuant to or with respect to the Credit Agreement, any reference in any
     of such items to the Credit Agreement being sufficient to refer to the
     Credit Agreement as amended hereby.

          4.2. The Company agrees to pay on demand all reasonable costs and
     expenses of or incurred by the Lender in connection with the negotiation,
     preparation, execution, and delivery of this Amendment and the replacement
     Term Note, including the reasonable fees and expenses of counsel for the
     Lender.

          4.3. This Amendment may be executed in any number of counterparts, and
     by the different parties on different counterpart signature pages, all of
     which taken together shall constitute one and the same agreement. Any of
     the parties hereto may execute this Amendment by signing any such
     counterpart and each of such counterparts shall for all purposes be deemed
     to be an original. This Amendment shall be governed by the internal laws of
     the State of Illinois.


                           [SIGNATURE PAGE TO FOLLOW]

                                      -4-

<PAGE>



     This Third Amendment to Credit Agreement is entered into and effective as
of November 1, 2004.

                                MAF BANCORP, INC.


                             By:   /s/ Jerry A. Weberling
                                   ------------------------------------------
                             Name  Jerry A. Weberling
                                   ------------------------------------------
                             Title Exec. V.P. and CFO
                                   ------------------------------------------


         Accepted and agreed to in Chicago, Illinois, as of the date and year
last above written.

                             HARRIS TRUST AND SAVINGS BANK


                             By:   /s/ Michael S. Cameli
                                   ------------------------------------------
                             Name  Michael S. Cameli
                                   ------------------------------------------
                             Title VP
                                   ------------------------------------------


<PAGE>



                                    EXHIBIT B

                                MAF BANCORP, INC.
                                    TERM NOTE

                                                               Chicago, Illinois
$70,000,000                                                    November 1, 2004

     FOR VALUE RECEIVED, the undersigned, MAF BANCORP, Inc., a Delaware
corporation (the "Company"), hereby promises to pay to the order of HARRIS TRUST
AND SAVINGS BANK (the "Lender"), at the principal office of the Lender in
Chicago, Illinois, the principal sum of Seventy Million Dollars ($70,000,000)
or, if less, the aggregate principal amount of the Term Loan made to the Company
under Section 1.4 of the Credit Agreement hereinafter referred to, in seven (7)
consecutive annual principal installments in the amounts called for by Section
1.4 of the Credit Agreement hereinafter referred to, commencing on December 31,
2005, and continuing on the last day of each December thereafter to and
including December 31, 2011, the final maturity hereof.

     This Note evidences the Term Loan made to the Company by the Lender under
that certain Credit Agreement dated as of November 30, 2001, as amended to date
by the First, Second, and Third Amendments to Credit Agreement, between the
Company and the Lender (said Credit Agreement, as the same may be further
amended, modified or restated from time to time, being referred to herein as the
"Credit Agreement"), and the Company hereby promises to pay interest at the
office specified above on the Term Loan evidenced hereby at the rates and at the
times and in the manner specified therefor in the Credit Agreement.

     This Note is issued by the Company under the terms and provisions of the
Credit Agreement, and this Note and the holder hereof are entitled to all of the
benefits provided for thereby or referred to therein, to which reference is
hereby made for a statement thereof. This Note may be declared to be, or be and
become, due prior to its expressed maturity and voluntary prepayments may be
made hereon, all in the events, on the terms and with the effects provided in
the Credit Agreement. All capitalized terms used herein without definition shall
have the same meanings herein as such terms are defined in the Credit Agreement.

     The Company hereby promises to pay all costs and expenses (including
attorneys' fees) suffered or incurred by the holder hereof in collecting this
Note or enforcing any rights in any collateral therefor. The Company hereby
waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.

                                     MAF BANCORP, INC.



                                 By /s/ Jerry Weberling
                                    -------------------------------------------
                                    Jerry Weberling       Exec. V.P. and CFO
                                    --------------------, ---------------------
                                    (Print or Type Name)        (Title)


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                                  SCHEDULE 5.2


                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                                        JURISDICTION OF
                        NAME                             INCORPORATION                PERCENTAGE OWNERSHIP
<S>                                                     <C>                  <C>
Mid America Bank, fsb                                    United States       Company - 100%

MAF Developments, Inc.                                      Illinois         Company - 100%

Mid America Investment Services, Inc.                       Illinois         Mid America Bank, fsb - 100%

Mid America Finance Corporation                             Illinois         Mid America Bank, fsb - 100%

Mid America Mortgage Securities, Inc.                       Illinois         Mid America Bank, fsb - 100%

Mid America Insurance Agency, Inc.                          Illinois         Mid America Investment Services, Inc. - 100%

N.W. Financial Corporation                                  Illinois         Mid America Bank, fsb - 100%

Fidelity Corporation                                        Illinois         Mid America Bank, fsb - 100%

Fidelity Loan Services, Inc.                                Illinois         Mid America Bank, fsb - 100%

SF Investment Corporation                                    Nevada          Mid America Bank, fsb - 100%

St. Francis Equity Properties, Inc.                        Wisconsin         Mid America Bank, fsb - 100%

SF Insurance Services Corporation                          Wisconsin         Mid America Bank, fsb - 100%

Randall Road Development Corp.                              Illinois         N.W. Financial Corporation - 100%

Reigate Woods Development Corp.                             Illinois         N.W. Financial Corporation - 100%

Centre Point Title Services, Inc.                           Illinois         Mid America Bank, fsb - 100%

MAF Realty Co., L.L.C. - III                                Delaware         Mid America Bank, fsb - 100%

MAF Realty Co., L.L.C. - IV                                 Delaware         MAF Realty Co., L.L.C. - III - 100%*

Mid America Re, Inc.                                        Vermont          Mid America Investment Services, Inc. - 100%

Mid Town Development Corporation                            Illinois         Company - 100%

Equitable Finance Corp.                                     Illinois         Company - 100%

Chesterfield Insurance Services, LLC                        Illinois         Mid America Bank, fsb - 100%

<FN>
------------------------------
*    11% of the preferred membership interests of MAF Realty Co., L.L.C. - IV is
     owned by employees, former employees and directors of Mid America Bank. The
     remaining preferred membership interests and all of the common membership
     interests are owned by MAF Realty Co., L.L.C. - III.
</FN>
</TABLE>