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Exhibit 3(i) - Certificate of Incorporation, as amended
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                                                                Exhibit No. 3(i)

                         CERTIFICATE OF INCORPORATION

                                      OF

                               MAF BANCORP, INC.
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     FIRST:  The name of the Corporation is MAF Bancorp, Inc. (hereinafter
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sometimes referred to as the "Corporation").

     SECOND:  The address of the registered office of the Corporation in the
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State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle.  The name of the registered agent at that
address is The Corporation Trust Company.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
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activity for which a corporation may be organized under the General Corporation
Law of Delaware.

     FOURTH:
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     A.   The total number of shares of all classes of stock which the
Corporation shall have authority to issue is fifteen million (15,000,000)
consisting of:

          (a)  five million (5,000,000) shares of Preferred Stock, par value
 one cent ($.01) per share (the "Preferred Stock"); and

          (b)  ten million (10,000,000) shares of Common Stock, par value one
 cent ($.01) per share (the "Common Stock").

     B.  The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without


a vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of any such holders is required pursuant to the terms of any Preferred
Stock Designation.

     C.   1.  Notwithstanding any other provision of this Certificate of
Incorporation, in no event shall any record owner of any outstanding Common
Stock which is beneficially owned, directly or indirectly, by a person who, as
of any record date for the determination of stockholders entitled to vote on any
matter, beneficially owns in excess of 10% of the then-outstanding shares of
Common Stock (the "Limit"), be entitled, or permitted to any vote in respect of
the shares held in excess of the Limit.  The number of votes which may be cast
by any record owner by virtue of the provisions hereof in respect of Common
Stock beneficially owned by such person owning shares in excess of the Limit
shall be a number equal to the total number of votes which a single record owner
of all Common Stock owned by such person would be entitled to cast, multiplied
by a fraction, the numerator of which is the number of shares of such class or
series beneficially owned by such person and owned of record by such record
owner and the denominator of which is the total number of shares of Common Stock
beneficially owned by such person owning shares in excess of the Limit.

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     The following definitions shall apply to this Section C of this Article

FOURTH:

          (a)  An "affiliate" of a specified person shall mean a person that
     directly, or indirectly through one or more intermediaries, controls, or is
     controlled by, or is under common control with, the person specified.

          (b)  "Beneficial ownership" shall be determined pursuant to Rule
     13d-3 of the General Rules and Regulations under the Securities Exchange
     Act of 1934 (or any successor rule or statutory provision), or, if said
     Rule 13d-3 shall be rescinded and there shall be no successor rule or
     statutory provision thereto, pursuant to said Rule 13d-3 as in effect on
     August 1, 1989; provided, however, that a person shall, in any event, also
     be deemed the "beneficial owner" of any Common Stock:

               (1)  which such person or any of its affiliates beneficially
          owns, directly or indirectly; or

               (2)  which such person or any of its affiliates has (i) the right
          to acquire (whether such right is exercisable immediately or only
          after the passage of time), pursuant to any agreement, arrangement or
          understanding (but shall not be deemed to be the beneficial owner of
          any voting shares solely by reason of an agreement, contract, or other
          arrangement with this Corporation to effect any transaction which is
          described in any one or more of clauses of Section A of Article

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        EIGHTH) or upon the exercise of conversion rights, exchange rights,
        warrants, or options or otherwise, or (ii) sole or shared voting or
        investment power with respect thereto pursuant to any agreement,
        arrangement, understanding, relationship or otherwise (but shall not be
        deemed to be the beneficial owner of any voting shares solely by reason
        of a revocable proxy granted for a particular meeting of stockholders,
        pursuant to a public solicitation of proxies for such meeting, with
        respect to shares of which neither such person nor any such affiliate is
        otherwise deemed the beneficial owner); or

            (3)  which are beneficially owned, directly or indirectly,
        by any other person with which such first mentioned person or any of its
        affiliates acts as a partnership, limited partnership, syndicate or
        other group pursuant to any agreement, arrangement or understanding for
        the purpose of acquiring, holding, voting or disposing of any shares of
        capital stock of this Corporation;

        and provided further, however, that (1) no director or officer of this
        Corporation (or any affiliate of any such director or officer) shall,
        solely by reason of any or all of such directors or officers acting in
        their capacities as such, be deemed, for any purposes hereof, to
        beneficially own any Common Stock beneficially owned by any other such
        director or officer (or any affiliate thereof), and (2) neither any
        employee stock ownership or similar plan of this Corporation or any
        subsidiary of this Corporation nor any trustee with respect thereto (or
        any affiliate of such trustee) shall, solely by reason of such capacity
        of such trustee, be deemed, for any purposes hereof, to beneficially own
        any Common Stock held under any such plan. For purposes of computing the
        percentage beneficial ownership of Common Stock of a person the
        outstanding Common Stock shall include shares deemed owned by such
        person through application of this subsection but shall not include any
        other Common Stock which may be issuable by this Corporation pursuant to
        any agreement, or upon exercise of conversion rights, warrants or
        options, or otherwise. For all other purposes, the outstanding Common
        Stock shall include only Common Stock then outstanding and shall not
        include any Common Stock which may be issuable by this Corporation
        pursuant to any agreement, or upon the exercise of conversion rights,
        warrants or options, or otherwise.

  (c)   A "person" shall mean any individual, firm, corporation, or other
 entity.

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   (d)  The board of directors shall have the power to construe and apply
 the provisions of this section and to make all determinations necessary or
 desirable to implement such provisions, including but not limited to matters
 with respect to (1) the number of shares of Common Stock beneficially owned
 by any person, (2) whether a person is an affiliate of another, (3) whether
 a person has an agreement, arrangement, or understanding with another as to
 the matters referred to in the definition of beneficial ownership, (4) the
 application of any other definition or operative provision of the section to
 the given facts, or (5) any other matter relating to the applicability or
 effect of this section.

   3.   The board of directors shall have the right to demand that any
 person who is reasonably believed to beneficially own Common Stock in excess
 of the Limit (or holds of record Common Stock beneficially owned by any
 person in excess of the Limit) supply the Corporation with complete
 information as to (1) the record owner(s) of all shares beneficially owned
 by such person who is reasonably believed to own shares in excess of the
 Limit,  (2) any other factual matter relating to the applicability or effect
 of this section as may reasonably be requested of such person.

   4.   Except as otherwise provided by law or expressly provided in this
 Section C, the presence, in person or by proxy, of the holders of record of
 shares of capital stock of the Corporation entitling the holders thereof to
 cast a majority of the votes (after giving effect, if required, to the
 provision of this section) entitled to be cast by the holders of shares of
 capital stock of the Corporation entitled to vote shall constitute a quorum
 at all meetings of the stockholders, and every reference in this Certificate
 of Incorporation to a majority or other proportion of capital stock (or the
 holders thereof) for purposes of determining any quorum requirement or any
 requirement for stockholder consent or approval shall be deemed to refer to
 such majority or other proportion of the votes (or the holders thereof) then
 entitled to be cast in respect of such capital stock.

   5.   Any constructions, applications, or determinations made by the
 Board of Directors, pursuant to this section in good faith and on the basis
 of such information and assistance as was then reasonably available for such
 purpose shall be conclusive and binding upon the Corporation and its
 stockholders.

   6.   In the event any provision (or portion thereof) of this Section C
 shall be found to be invalid, prohibited or unenforceable for any reason,
 the remaining provisions (or portions thereof) of this Section

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     shall remain in full force and effect, and shall be construed as if such
     invalid, prohibited or unenforceable provision had been stricken herefrom
     or otherwise rendered inapplicable, it being the intent of this Corporation
     and its stockholders that each such remaining provision (or portion
     thereof) of this Section C remain, to the fullest extent permitted by law,
     applicable and enforceable as to all stockholders, including stockholders
     owning an amount of stock over the Limit, notwithstanding any such finding.

     FIFTH:  The following provisions are inserted for the management of the
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     business and the conduct of the affairs of the Corporation, and for further
     definition, limitation and regulation of the powers of the Corporation and
     of its directors and stockholders:

          (a)  The business and affairs of the Corporation shall be managed
     by or under the direction of the Board of Directors. In addition to the
     powers and authority expressly conferred upon them by Statute or by this
     Certificate of Incorporation or the By-laws of the Corporation, the
     directors are hereby empowered to exercise all such powers and do all such
     acts and things as may be exercised or done by the Corporation.

          (b)  The directors of the Corporation need not be elected by written
     ballot unless the By-laws so provide.

          (c)  Any action required or permitted to be taken by the stockholders
     of the Corporation must be effected at a duly called annual or special
     meeting of stockholders of the Corporation and may not be effected by any
     consent in writing by such stockholders.

          (d)  Special meetings of stockholders of the Corporation may be called
     only by the Board of Directors pursuant to a resolution adopted by a
     majority of the total number of authorized directors (whether or not there
     exist any vacancies in previously authorized directorships at the time any
     such resolution is presented to the Board for adoption) (the "Whole
     Board").

     SIXTH:
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          A.  The number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board.  The directors shall be divided into three classes,
as nearly equal in number as reasonably possible, with the term of office of the
first class to expire at the first annual meeting of stockholders, the term of
office of the second class to expire at the annual meeting of stockholders one
year thereafter and the term of office of the third class to expire at the
annual meeting of stockholders two years thereafter. At each annual meeting of
stockholders following

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such initial classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders after their election.

   B.   Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been elected expires.  No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

   C.   Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
By-laws of the Corporation.

   D.   Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least 80 percent of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (after giving effect to the provisions of
Article FOURTH of this Certificate of Incorporation ("Article FOURTH"), voting
together as a single class.

 SEVENTH:  The Board of Directors is expressly empowered to adopt, amend or
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repeal By-laws of the Corporation.  Any adoption, amendment or repeal of the By-
laws of the Corporation by the Board of Directors shall require the approval of
a majority of the Whole Board.  The stockholders shall also have power to adopt,
amend or repeal the By-laws of the Corporation.  In addition to any vote of the
holders of any class or series of stock of this Corporation required by law or
by this Certificate of Incorporation, the affirmative vote of the holders of at
least 80 percent of the voting power of all of the then-outstanding shares of
the capital stock of the Corporation entitled to vote generally in the election
of directors (after giving effect to the provisions of Article FOURTH), voting
together as a single class, shall be required to adopt, amend or repeal any
provisions of the By-laws of the Corporation.

 EIGHTH:
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   A.  In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in this
Section:

       1. Any merger or consolidation of the Corporation or any Subsidiary (as
   hereinafter defined) with (i) any Interested Stockholder (as hereinafter
   defined) or (ii) any other corporation (whether or not itself an Interested
   Stockholder) which is, or after such merger or consolidation would be, an
   Affiliate (as hereinafter defined) of an Interest Stockholder); or

       2. Any sale, lease, exchange, mortgage, pledge, transfer or other
   disposition (in one transaction or a series of transactions) to or with any
   Interested Stockholder, or any Affiliate of any Interested Stockholder, of
   any assets of the Corporation or any Subsidiary having an aggregate Fair
   Market Value (as hereafter defined) equaling or exceeding 25% or more of the
   combined assets of the Corporation and its Subsidiaries; or

       3. The issuance or transfer by the Corporation or any Subsidiary (in one
   transaction or a series of transactions) of any securities of the Corporation
   or any Subsidiary to any Interested Stockholder or any Affiliate of any
   Interested Stockholder in exchange for cash, securities or other property (or
   a combination thereof) having an aggregate Fair Market Value (as hereinafter
   defined) equaling or exceeding 25% of the combined assets of the Corporation
   and its Subsidiaries except pursuant to an employee benefit plan of the
   Corporation or any Subsidiary thereof; or

      4. The adoption of any plan or proposal for the liquidation or dissolution
   of the Corporation proposed by or on behalf of an Interested Stockholder or
   any Affiliate of any Interested Stockholder;or

      5. Any reclassification of securities (including any reverse stock split),
   or recapitalization of the Corporation, or any merger or consolidation of the
   Corporation with any of its Subsidiaries or any other transaction (whether or
   not with or into or otherwise involving an Interested Stockholder) which has
   the effect, directly or indirectly, of increasing the proportionate share of
   the outstanding shares of any class of equity or convertible securities of
   the Corporation or any Subsidiary which is directly or indirectly owned by an
   Interested Stockholder or any Affiliate of any Interested Stockholder;

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shall require the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of stock of the Corporation entitled to
vote in the election of directors (the "Voting Stock"), voting together as a
single class.  Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or by any other provisions of this Certificate of Incorporation or any
Preferred Stock Designation or in any agreement with any national securities
exchange or otherwise.

    The term "Business Combination" as used in this Article EIGHTH shall
mean any transaction which is referred to in any one or more of paragraphs 1
through 5 of Section A of this Article EIGHTH.

     B.  The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only the affirmative vote of the majority of the outstanding
shares of capital stock entitled to vote, or such vote as is required by law or
by this Certificate of Incorporation, if, in the case of any Business
Combination that does not involve any cash or other consideration being received
by the stockholders of the Corporation solely in their capacity as stockholders
of the Corporation, the condition specified in the following paragraph 1 is met
or, in the case of any other Business Combination, all of the conditions
specified in either of the following paragraphs 1 and 2 are met:

       1. The Business Combination shall have been approved by a
     majority of the Disinterested Directors (as hereinafter defined).

       2. All of the following conditions shall have been met:

          (a)  The aggregate amount of the cash and the Fair Market Value as of
       the date of the consummation of the Business Combination of consideration
       other than cash to be received per share by the holders of Common Stock
       in such Business Combination shall at least be equal to the higher of the
       following :

               I.  (if applicable) the Highest Per Share Price (as hereinafter
        defined), including any brokerage commissions, transfer taxes and
        soliciting dealers' fees, paid by the Interested Stockholder or any of
        its Affiliates for any shares of Common Stock acquired by it (X) within
        the two-year period immediately prior to the first public announcement
        of the proposal of the Business Combination (the "Announcement Date"),
        or (Y) in the transaction which it became an Interested Stockholder,
        whichever is higher.

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          II. the Fair Market Value per share of Common Stock on the
        Announcement Date or on the date on which the Interested Stockholder
        became an Interested Stockholder (such latter date is referred to in
        this Article EIGHTH as the "Determination Date"), whichever is higher.

         (b)  The aggregate amount of the cash and the Fair Market Value as of
       the date of the consummation of the Business Combination of consideration
       other than cash to be received per share by holders of shares of any
       class of outstanding Voting Stock other than Common Stock shall be at
       least equal to the highest of the following (it being intended that the
       requirements of this subparagraph (b) shall be required to be met with
       respect to every such class of outstanding Voting Stock, whether or not
       the Interested Stockholder has previously acquired any shares of a
       particular class of Voting Stock):

              I.    (if applicable) the Highest Per Share Price (as
         hereinafter defined), including any brokerage commissions, transfer
         taxes and soliciting dealers' fees, paid by the Interested Stockholder
         for any shares of such class of Voting Stock acquired by it (X) within
         the two-year period immediately prior to the Announcement Date, or (Y)
         in the transaction in which it became an Interested Stockholder,
         whichever is higher;

               II.   (if applicable) the highest preferential amount
         per share to which the holders of shares of such class of Voting Stock
         are entitled in the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation; and

               III.  the Fair Market Value per share of such class
         of Voting Stock on the Announcement Date or on the Determination Date,
         whichever is higher.

           (c)  The consideration to be received by holders of a
        particular class of outstanding Voting Stock (including Common Stock)
        shall be in cash or in the same form as the Interested Stockholder has
        previously paid for shares of such class of Voting Stock. If the
        Interested Stockholder has paid for shares of any class of Voting Stock
        with varying forms of consideration, the form of consideration to be
        received per share by holders of shares of such class of Voting Stock
        shall be either cash or the form used to acquire the largest number of

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       shares of such class of Voting Stock previously acquired by
       the Interested Stockholder. The price determined in
       accordance with subparagraph B.2 of this Article EIGHTH shall
       be subject to appropriate adjustment in the event of any
       stock dividend, stock split, combination of shares or similar
       event.

         (d)  After such Interested Stockholder has become an
       Interested Stockholder and prior to the consummation of such
       Business Combination: (i) except as approved by a majority of
       the Disinterested Directors, there shall have been no failure
       to declare and pay at the regular date therefor any full
       quarterly dividends (whether or not cumulative) on any
       outstanding stock having preference over the Common Stock as
       to dividends or liquidation; (ii) there shall have been (X)
       no reduction in the annual rate of dividends paid on the
       Common Stock (except as necessary to reflect any subdivision
       of the Common Stock), except as approved by a majority of the
       Disinterested Directors, and (Y) an increase in such annual
       rate of dividends as necessary to reflect any
       reclassification (including any reverse stock split),
       recapitalization, reorganization or any similar transaction
       which has the effect of reducing the number of outstanding
       shares of the Common Stock, unless the failure to so increase
       such annual rate is approved by a majority of the
       Disinterested Directors, and (iii) neither such Interested
       Stockholder or any of its Affiliates shall have become the
       beneficial owner of any additional shares of Voting Stock
       except as part of the transaction which results in such
       Interested Stockholder becoming an Interested Stockholder.

         (e)  After such Interested Stockholder has become an
       Interested Stockholder, such Interested Stockholder shall not
       have received the benefit, directly or indirectly (except
       proportionately as a stockholder), of any loans, advances,
       guarantees, pledges or other financial assistance or any tax
       credits or other tax advantages provided by the Corporation,
       whether in anticipation of or in connection with such
       Business Combination or otherwise.

         (f)  A proxy or information statement describing the
       proposed Business Combination and complying with the
       requirements of the Securities Exchange Act of 1934 and the
       rules and regulations thereunder (or any subsequent
       provisions replacing such Act, rules or regulations)

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       shall be mailed to stockholders of the Corporation at least 30 days prior
       to the consummation of such Business Combination (whether or not such
       proxy or information statement is required to be mailed pursuant to such
       Act or subsequent provisions).

   C.  For the purposes of this Article EIGHTH:

       1. A "Person" shall include an individual, a group acting in concert, a
   corporation, a partnership, an association, a joint venture, a pool, a joint
   stock company, a trust, an unincorporated organization or similar company, a
   syndicate or any other group formed for the purpose of acquiring, holding or
   disposing of securities.

       2. "Interested Stockholder" shall mean any person (other than the
   Corporation or any Holding Company or Subsidiary thereof) who or which:

          (a)  is the beneficial owner, directly or indirectly, of more than 10%
       of the voting power of the outstanding Voting Stock; or

          (b)  is an Affiliate of the Corporation and at any time within the
       two-year period immediately prior to the date in question was the
       beneficial owner, directly or indirectly, of 10% or more of the voting
       power of the then outstanding Voting Stock; or

         (c)  is an assignee of or has otherwise succeeded to any shares of
       Voting Stock which were at any time within the two-year period
       immediately prior to the date in question beneficially owned by any
       Interested Stockholder, if such assignment or succession shall have
       occurred in the course of a transaction or series of transactions not
       involving a public offering within the meaning of the Securities Act of
       1933.

       3. A person shall be a "beneficial owner" of any Voting Stock:

          (a) which such person or any of its Affiliates or Associates (as
       hereinafter defined) beneficially owns, directly or indirectly within the
       meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in
       effect on August 1, 1989; or

         (b)  which such person or any of its Affiliates or Associates has (i)
       the right to acquire (whether such right is exercisable immediately or
       only after the passage of time), pursuant to any agreement, arrangement
       or understanding or upon the exercise of conversion rights,

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       exchange rights, warrants or options, or otherwise, or (ii) the right to
       vote pursuant to any agreement, arrangement or understanding (but neither
       such person nor any such Affiliate or Associate shall be deemed to be the
       beneficial owner of any shares of solely by reason of revocable proxy
       granted for a particular meeting of stockholders, pursuant to a public
       solicitation of proxies for such meeting, and with respect to which
       shares neither such person nor any such Affiliate or Associate is
       otherwise deemed the beneficial owner); or

         (c)  which are beneficially owned, directly or indirectly within the
       meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in
       effect on August 1, 1989, by any other person with which such person or
       any of its Affiliates or Associates has any agreement, arrangement or
       understanding for the purposes of acquiring, holding, voting (other than
       solely by reason of a revocable proxy as described in subparagraph (b) of
       this paragraph 3.) or disposing of any shares of Voting Stock;

provided, however, that in the case of any employee stock ownership or similar
plan of the Corporation or of any Subsidiary in which the beneficiaries thereof
possess the right to vote any shares of Voting Stock held by such plan, no such
plan nor any trustee with respect thereto (nor any Affiliate or such trustee),
solely by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock held under any
such plan.

       4. For the purpose of determining whether a person is an Interested
Stockholder pursuant to Paragraph 2 of this Section C, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of Paragraph 3 of this Section C but shall not include any other
shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

       5. "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on August 1, 1989.

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       6. "Subsidiary" means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in Paragraph 2 of this Section C, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned,
directly or indirectly, by the Corporation.

       7. "Disinterested Director" means any member of the Board of Directors
who is unaffiliated with the Interested Stockholder and was a member of the
Board of Directors prior to the time that the Interested Stockholder, became an
Interested Stockholder and any director who is thereafter chosen to fill any
vacancy of the Board of Directors or who is elected and who, in either event, is
unaffiliated with the Interested Stockholder and in connection with his or her
initial assumption of office is recommended for appointment or election by a
majority of Disinterested Directors then on the Board of Directors.

       8. "Fair Market Value" means: (a) in the case of stock, the highest
closing sales price of the stock during the 30-day period immediately preceding
the date in question of a shares of such stock on the National Association of
Securities Dealers Automated Quotation System or any system then in use, or, if
such stock is admitted to trading on a principal United States securities
exchange registered under the Securities Exchange Act of 1934, Fair Market Value
shall be the highest sale price reported during the 30-day period preceding the
date in question, or, if no such quotations are available, the Fair Market Value
on the date in question of a share of such stock as determined by the Board of
Directors in good faith, in each case with respect to any class of stock,
appropriately adjusted for any dividend or distribution in shares of such stock
or any combination or reclassification of outstanding shares of such stock into
a smaller number of shares of such stock, and (b) in the case of property other
than cash or stock, the Fair Market Value of such property on the date in
question as determined by the Board of Directors in good faith.

       9. References to "Highest Per Share Price" shall in each case with
respect to any class of stock reflect an appropriate adjustment for any dividend
or distribution in shares of such stock or any stock split or reclassification
of outstanding shares of such stock into a greater number of

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      shares of such stock or any combination or reclassification of outstanding
      shares of such stock into a similar number of shares of such stock.

      10.  In the event of any Business Combination in which the Corporation
      survives, the phrase "other consideration to be received" as used in
      Subparagraphs (a) and (b) of Paragraph 2 of Section B of this Article
      EIGHTH shall include the shares of Common Stock and/or the shares of any
      other class of outstanding Voting Stock retained by the holders of such
      shares.

     D.  A majority of the Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article EIGHTH, on the basis of
information known to them after reasonable inquiry, (a) whether a person is an
Interested Stockholder; (b) the number of shares of Voting Stock beneficially
owned by any person; (c) whether a person is an Affiliate or Associate of
another; and (d) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Business
Combination has an aggregate Fair Market Value equaling or exceeding 25% of the
combined assets of the Corporation and its Subsidiaries. A majority of the
Directors shall have the further power to interpret all of the terms and
provisions of this Article EIGHTH.

     E.  Nothing contained in this Article EIGHTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

     F.  Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least 80 percent of the voting power of all of the then-
outstanding shares of the Voting Stock, voting together as a single class, shall
be required to alter, amend or repeal this Article EIGHTH.

  NINTH:  The Board of Directors of the Corporation, when evaluating any
  -----
offer or another Person (as defined in Article EIGHTH hereof) to (A) make a
tender or exchange offer for any equity security of the Corporation, (B) merge
or consolidate the Corporation with another corporation or entity or (C)
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, may, in connection with the exercise of its judgment
in determining what is in the best interest of the Corporation and its
stockholders, give due

                                      15
<PAGE>

consideration to all relevant factors, including, without limitation, the social
and economic effect of acceptance of such offer on the Corporation's present and
future customers and employees and those of its Subsidiaries (as defined in
Article EIGHTH hereof); on the communities in which the Corporation and its
Subsidiaries operate or are located; on the ability of the Corporation to
fulfill its corporate objectives as a savings and loan holding company and on
the ability of its subsidiary savings association to fulfill the objectives of a
federally-chartered stock form savings association under applicable statutes and
regulations.

 TENTH:
 -----

 A.  Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

 B.  The right to indemnification conferred in Section A of this Article
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses") provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and

                                      16
<PAGE>

not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections A and B of this Article shall
be contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

 C.  If a claim under Section A or B of this Article is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim.  If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit.  In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforced a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law.  Neither the failure of the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of

                                      17
<PAGE>

expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses,under this Article or otherwise shall be on the Corporation.

 D.  The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

 E.  The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

 F.  The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

 ELEVENTH:   A director of this Corporation shall not be personally liable to
 --------
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

 Any repeal or modification of the foregoing paragraph by the stockholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification.

 TWELFTH:    The Corporation reserves the right to amend or repeal any
 -------
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights conferred

                                      18
<PAGE>

upon stockholders are granted subject to this reservation; provided, however,
                                                           --------  -------
that, notwithstanding any other provision of this Certificate of Incorporation
or any provision of law which might otherwise permit a lesser vote or no vote,
but in addition to any vote of the holders of any class or series of the stock
of this Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors (after giving effect to
the provisions of Article FOURTH), voting together as a single class, shall be
required to amend or repeal this Article TWELFTH, clauses (c) or (d) of Article
FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH or Article TENTH.

 THIRTEENTH:  The name and mailing address of the sole incorporator are as
 ----------
follows:

     Name                                 Mailing Address
     ----                                 ---------------

 John F. Grossbauer                       1201 N. Market Street
                                          Wilmington, Delaware 19801

 I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand this 2nd day of August, 1989.




                                          /s/ John F. Grossbauer
                                          ---------------------------
                                             John F. Grossbauer

                                      19
<PAGE>

                           CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               MAF BANCORP, INC.


     MAF Bancorp, Inc. a Delaware corporation (the "Corporation"), does hereby
certify the amendment set forth below to the Corporation's certificate of
incorporation was duly adopted by the Corporation in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     Article Twelfth shall be amended to read in its entirety as follows:

     TWELTH:  The corporation reserves the right to amend or repeal any
     ------
     provision contained in this Certificate of Incorporation in the manner
     prescribed by the laws of the State of Delaware and all rights conferred
     upon stockholders are granted subject to this reservation, provided,
                                                                --------
     however, that notwithstanding any other provision of this Certificate of
     -------
     Incorporation or any provision of law which might otherwise permit a lesser
     vote or no vote, but in addition to any vote of the holders of any class or
     series of the stock of this Corporation required by law or by this
     Certificate of Incorporation, the affirmative vote of the holders of at
     least 80 percent of the voting power of all of the then-outstanding shares
     of the capital stock of the Corporation entitled to vote generally in the
     election of directors (after giving effect to the provisions of Article
     FOURTH), voting together as a single class, shall be required to amend or
     repeal this Article TWELFTH, Section C of Article FOURTH, Sections C or D
     of Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH or Article
     TENTH of this Certificate of Incorporation.

     IN WITNESS WHEREOF, MAF Bancorp, Inc. has caused this Certificate of
Amendment to be executed by its duly authorized officers this 18th day of
January, 1990.

                                               MAF BANCORP, INC.


                                               By:  /s/ Kenneth Koranda
                                                   ----------------------
                                                   Kenneth Koranda
                                                   President

ATTEST:

 /s/ Sandra M. Welton
---------------------
  Sandra M. Welton
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

  MAF Bancorp, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

  FIRST:  That at a meeting of the Board of Directors of MAF Bancorp, Inc.,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof.  The proposed amendment to Paragraph A of the Certificate
of Incorporation of said corporation is as follows:

         "A.  The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is twenty-five million
     (25,000,000) consisting of:

            (a) five million (5,000,000) shares of Preferred Stock, par value
         one cent ($.01) per share (the "Preferred Stock); and

            (b) twenty million (20,000,000) shares of Common Stock, par value
         one cent ($.01) per share (the "Common Stock")."

  SECOND:  That thereafter, pursuant to resolution of its Board of Directors, at
the annual meeting of the stockholders of said corporation, upon notice in
accordance with Section 222 of the General Corporation law of the State of
Delaware, the necessary number of shares as required by statute were voted in
favor of the amendment.

  THIRD:   That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

  IN WITNESS WHEREOF, said MAF Bancorp, Inc. has caused this certificate to be
signed by Jerry A. Weberling, its Executive Vice President and Chief Financial
Officer, and Carolyn Pihera, its Corporate Secretary, this 2/nd/ day of
November, 1993.


                                 BY:  /s/ Jerry Weberling
                                   -------------------------------
                                    Jerry A. Weberling
                                    Executive Vice President and
                                     Chief Financial Officer

                                 ATTEST:  /s/ Carolyn Pihera
                                       ---------------------------
                                        Carolyn Pihera
                                        Corporate Secretary
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               MAF BANCORP, INC.

  MAF Bancorp, Inc., (the "Corporation") a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

  DOES HEREBY CERTIFY:

  FIRST: That the Board of Directors of the Corporation, by the unanimous
written consent of its members, filed with the minutes of the board, duly
adopted resolutions, setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof.  The resolutions setting forth the proposed amendment are as follows:

         RESOLVED,  that paragraph A of Article FOURTH of the Certificate of
         Incorporation is hereby amended and restated in its entirety to read as
         follows:

            "A.  The total number of shares of all classes of stock which the
         Corporation shall have authority to issue is forty-five million
         (45,000,000) consisting of:

                (a) five million (5,000,000) shares of Preferred Stock, par
            value one cent ($.01) per share (the "Preferred Stock"); and

                (b) forty million (40,000,000) shares of Common Stock, par value
            one cent ($.01) per share ( "Common Stock")."

  SECOND: That the aforesaid amendment was duly adopted in accordance with the
applicable provision of Section 242 of the General Corporation Law of the State
of Delaware.

  IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed
and attested by Kenneth Koranda, its President and Carolyn Pihera, its
Secretary, this 29th day of May, 1996.

                                       MAF BANCORP, INC.

                                       By:  /s/ Kenneth Koranda
                                           ----------------------
                                           Kenneth Koranda, President

ATTEST:

By:  /s/ Carolyn Pihera
  ---------------------
  Carolyn Pihera, Secretary
<PAGE>

                                                                       Exhibit 3

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                               MAF BANCORP, INC.

     MAF Bancorp, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of MAF Bancorp, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and directing that said amendment be considered at the next annual
meeting of stockholders of said corporation. The proposed amendment to Paragraph
A of Article FOURTH of the Certificate of Incorporation of said corporation is
as follows:

     "A. The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is eight-five million
     (85,000,000) consisting of:

          (a) five million (5,000,000) shares of Preferred Stock, par value one
     cent ($.01) per share (the "Preferred Stock"); and

          (b) eighty million (80,000,000) shares of Common Stock, par value one
     cent ($.01) per share (the "Common Stock")."

     SECOND: That said amendment has been duly adopted in accordance with
provisions of the General Corporation Law of the State of Delaware by the
affirmative vote of the holders of a majority of all outstanding stock entitled
to vote at the annual meeting of stockholders.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 of the General Corporation Law of the
State of Delaware.


                          [SIGNATURE PAGE TO FOLLOW]
<PAGE>

     IN WITNESS WHEREOF, said MAF Bancorp, Inc. has caused this Certificate to
be signed and attested by Michael Janssen, its Senior Vice President, and
Carolyn Pihera, its Secretary, this 10th day of May, 1999.


                              MAF BANCORP, INC.

                              By: /s/ Michael Janssen
                                  --------------------------
                                      Michael Janssen
                                      Senior Vice President

ATTEST:

By:/s/ Carolyn Pihera
  ---------------------
     Carolyn Pihera
     Secretary