---

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

X            QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period
ended June 30, 2005

or

_          TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition
period from      to

Commission file number
0-18121

MAF BANCORP, INC.

(Exact name of
registrant as specified in its charter)

|                                                                                                         |                                                   
|-------------------------------------------------------------------------------------------------------- | --------------------------------------------------
|Delaware
(State of Incorporation)                                                                        | 36-3664868
  (I.R.S. Employer
 Identification No.)
|                                                                                                         |                                                   
|                                                                                                         |                                                   
|                                                                                                         |                                                   
|                                                                                                         |                                                   
|55th Street & Holmes Avenue
         Clarendon Hills, Illinois
 (Address of Principal Executive Offices) | 60514-1500
(Zip Code)                             

Registrants
telephone number: (630) 325-7300

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Indicate by checkmark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

The number of shares of common stock
outstanding as of August 3, 2005: 32,018,477

---

Page

# PART I - FINANCIAL
INFORMATION

|        |                                                                                       |   
|------- | ------------------------------------------------------------------------------------- | --
|Item 1. | Financial Statements                                                                  | 3 
|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk                            | 30
|Item 4. | Controls and Procedures                                                               | 30

# PART II - OTHER
INFORMATION

|        |                                                             |   
|------- | ----------------------------------------------------------- | --
|Item 1. | Legal Proceedings                                           | 30
|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30
|Item 3. | Defaults Upon Senior Securities                             | 31
|Item 4. | Submission of Matters to a Vote of Security Holders         | 31
|Item 5. | Other Information                                           | 31
|Item 6. | Exhibits                                                    | 32
|        | SIGNATURES                                                  | 33

2

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Part I. Financial
Information

Item 1. Financial Statements

MAF BANCORP, INC. AND
SUBSIDIARIES Consolidated Statements
of Financial Condition (Dollars in thousands) (Unaudited)

|                                                                                         | June 30,
2005 | December 31,
2004
|---------------------------------------------------------------------------------------- | ------------- | -----------------
|Assets                                                                                   |               |                  
|Cash and due from banks                                                                  |               |                  
|Interest-bearing deposits                                                                |               |                  
|Federal funds sold                                                                       |               |                  
|                                                                                         |               |                  
|Total cash and cash equivalents                                                          |               |                  
|Investment securities available for sale, at fair value                                  |               |                  
|Stock in Federal Home Loan Bank of Chicago, at cost                                      |               |                  
|Mortgage-backed securities available for sale, at fair value                             |               |                  
|Mortgage-backed securities held to maturity (fair value $263,302 and $244,615)           |               |                  
|Loans receivable held for sale                                                           |               |                  
|Loans receivable, net                                                                    |               |                  
|Allowance for loan losses                                                                |               |                  
|                                                                                         |               |                  
|Loans receivable, net of allowance for loan losses                                       |               |                  
|                                                                                         |               |                  
|Accrued interest receivable                                                              |               |                  
|Foreclosed real estate                                                                   |               |                  
|Real estate held for development or sale                                                 |               |                  
|Premises and equipment, net                                                              |               |                  
|Other assets                                                                             |               |                  
|Goodwill                                                                                 |               |                  
|Intangibles, net                                                                         |               |                  
|                                                                                         |               |                  
|Total assets                                                                             |               |                  
|                                                                                         |               |                  
|Liabilities and Stockholders' Equity                                                     |               |                  
|Liabilities                                                                              |               |                  
|Deposits                                                                                 |               |                  
|Borrowed funds                                                                           |               |                  
|Junior subordinated debentures                                                           |               |                  
|Advances by borrowers for taxes and insurance                                            |               |                  
|Accrued expenses and other liabilities                                                   |               |                  
|                                                                                         |               |                  
|Total liabilities                                                                        |               |                  
|                                                                                         |               |                  
|Stockholders' equity                                                                     |               |                  
|Preferred stock, $.01 par value; authorized 5,000,000 shares; none issued or outstanding |               |                  
|Common stock, $.01 par value; 80,000,000 shares authorized; 33,634,642 shares            |               |                  
|issued; 31,975,484 and 33,273,235 shares outstanding                                     |               |                  
|Additional paid-in capital                                                               |               |                  
|Retained earnings, substantially restricted                                              |               |                  
|Stock in Gain Deferral Plan; 245,467 shares at December 31, 2004                         |               |                  
|Accumulated other comprehensive loss, net of tax                                         |               |                  
|Treasury stock, at cost; 1,659,158 and 361,407 shares                                    |               |                  
|                                                                                         |               |                  
|Total stockholders' equity                                                               |               |                  
|                                                                                         |               |                  
|                                                                                         |               |                  
|                                                                                         |               |                  

See
accompanying notes to unaudited consolidated financial statements.

3

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MAF BANCORP, INC. AND
SUBSIDIARIES Consolidated Statements
of Operations (Dollars in thousands,
except per share data) (Unaudited)

|                                                  | Three Months Ended
June 30, | Six Months Ended
June 30,
|------------------------------------------------- | --------------------------- | -------------------------
|
|Interest income:                                  |                             |                          
|Loans receivable                                  |                             |                          
|Mortgage-backed securities available for sale     |                             |                          
|Mortgage-backed securities held to maturity       |                             |                          
|Federal Home Loan Bank of Chicago stock           |                             |                          
|Investment securities available for sale          |                             |                          
|Interest-bearing deposits and federal funds sold  |                             |                          
|                                                  |                             |                          
|Total interest income                             |                             |                          
|                                                  |                             |                          
|Interest expense:                                 |                             |                          
|Deposits                                          |                             |                          
|Borrowed funds and junior subordinated debentures |                             |                          
|                                                  |                             |                          
|Total interest expense                            |                             |                          
|                                                  |                             |                          
|Net interest income                               |                             |                          
|Provision for loan losses                         |                             |                          
|                                                  |                             |                          
|Net interest income after provision for           |                             |                          
|loan losses                                       |                             |                          
|                                                  |                             |                          
|Non-interest income:                              |                             |                          
|Net gain (loss) on sale of:                       |                             |                          
|Loans receivable                                  |                             |                          
|Mortgage-backed securities                        |                             |                          
|Investment securities                             |                             |                          
|Foreclosed real estate                            |                             |                          
|Income from real estate operations                |                             |                          
|Deposit account service charges                   |                             |                          
|Loan servicing fee income (expense), net          |                             |                          
|Valuation recovery on mortgage servicing rights   |                             |                          
|Other loan fees                                   |                             |                          
|Brokerage commissions                             |                             |                          
|Other                                             |                             |                          
|                                                  |                             |                          
|Total non-interest income                         |                             |                          
|                                                  |                             |                          
|Non-interest expense:                             |                             |                          
|Compensation and benefits                         |                             |                          
|Office occupancy and equipment                    |                             |                          
|Advertising and promotion                         |                             |                          
|Data processing                                   |                             |                          
|Amortization of core deposit intangibles          |                             |                          
|Other                                             |                             |                          
|                                                  |                             |                          
|Total non-interest expense                        |                             |                          
|                                                  |                             |                          
|Income before income taxes                        |                             |                          
|Income taxes                                      |                             |                          
|                                                  |                             |                          
|Net income                                        |                             |                          
|                                                  |                             |                          
|Basic earnings per share                          |                             |                          
|                                                  |                             |                          
|Diluted earnings per share                        |                             |                          
|                                                  |                             |                          

See
accompanying notes to unaudited consolidated financial statements.

4

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MAF BANCORP, INC. AND
SUBSIDIARIES Consolidated Statement
of Changes in Stockholders Equity(Dollars in thousands) (Unaudited)

|                                                                    | Six Months Ended June 30, 2005
|------------------------------------------------------------------- | ------------------------------
|
|Balance at December 31, 2004                                        |                               
|                                                                    |                               
|Comprehensive income:                                               |                               
|Net income                                                          |                               
|Other comprehensive income      (loss), net of tax:                 |                               
|Unrealized holding loss during               the period             |                               
|Reclassification adjustment of         gains included in net income |                               
|                                                                    |                               
|Total comprehensive income                                          |                               
|                                                                    |                               
|Exercise of 172,144 stock options,                                  |                               
|and reissuance of treasury stock                                    |                               
|Tax benefits from stock-related                                     |                               
|compensation                                                        |                               
|Purchase of 1,342,500 shares of                                     |                               
|treasury stock                                                      |                               
|Cash dividends declared, $0.46 per                                  |                               
|share                                                               |                               
|Distribution of Gain Deferral Plan                                  |                               
|shares                                                              |                               
|Dividends paid to Gain Deferral Plan                                |                               
|                                                                    |                               
|Balance at June 30, 2005                                            |                               
|                                                                    |                               

See
accompanying notes to unaudited consolidated financial statements.

5

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MAF BANCORP, INC. AND
SUBSIDIARIES Consolidated Statements
of Cash Flows (Dollar in thousands) (Unaudited)

|                                                                           | Six Months Ended
June 30,
|-------------------------------------------------------------------------- | -------------------------
|
|Operating activities:                                                      |                          
|Net income                                                                 |                          
|Adjustments to reconcile net income to net cash provided by                |                          
|(used in) operating activities:                                            |                          
|Amortization of premiums, discounts and deferred loan fees                 |                          
|Provision for loan losses                                                  |                          
|FHLB of Chicago stock dividends                                            |                          
|Net gain on sale of loans receivable                                       |                          
|Net gain on sale of investment and mortgage-backed securities              |                          
|Net gain on real estate held for development or sale                       |                          
|Amortization and impairment (recovery) of mortgage servicing rights, net   |                          
|Depreciation and amortization                                              |                          
|Amortization of core deposit intangibles                                   |                          
|Deferred income tax expense (benefit)                                      |                          
|Decrease in accrued interest receivable                                    |                          
|Net (increase) decrease in other assets and liabilities                    |                          
|Loans originated and purchased for sale                                    |                          
|Sale of loans originated and purchased for sale                            |                          
|                                                                           |                          
|Net cash provided by (used in) operating activities                        |                          
|                                                                           |                          
|Investing activities:                                                      |                          
|Loans originated and purchased for investment                              |                          
|Principal repayments on loans receivable                                   |                          
|Principal repayments on mortgage-backed securities                         |                          
|Proceeds from maturities of investment securities available for sale       |                          
|Proceeds from sale of:                                                     |                          
|Investment securities available for sale                                   |                          
|Mortgage-backed securities available for sale                              |                          
|Real estate held for development or sale, including foreclosed real estate |                          
|Stock in Federal Home Loan Bank of Chicago                                 |                          
|Purchases of:                                                              |                          
|Investment securities available for sale                                   |                          
|Mortgage-backed securities available for sale                              |                          
|Real estate held for development or sale, including foreclosed real estate |                          
|Premises and equipment                                                     |                          
|                                                                           |                          
|Net cash used in investing activities                                      |                          
|                                                                           |                          
|Financing Activities:                                                      |                          
|Proceeds from:                                                             |                          
|FHLB of Chicago advances                                                   |                          
|Unsecured line of credit                                                   |                          
|Issuance of junior subordinated debentures                                 |                          
|Repayments of:                                                             |                          
|FHLB of Chicago advances                                                   |                          
|Unsecured line of credit                                                   |                          
|Net increase in other borrowings                                           |                          
|Net increase in deposits                                                   |                          
|Increase in advances by borrowers for taxes and insurance                  |                          
|Proceeds from exercise of stock options                                    |                          
|Purchase of treasury stock                                                 |                          
|Cash dividends paid                                                        |                          
|                                                                           |                          
|Net cash provided by financing activities                                  |                          
|                                                                           |                          
|Increase (decrease) in cash and cash equivalents                           |                          
|Cash and cash equivalents at beginning of period                           |                          
|                                                                           |                          
|Cash and cash equivalents at end of period                                 |                          
|                                                                           |                          
|Supplemental disclosure of cash flow information:                          |                          
|Cash paid during the period for:                                           |                          
|Interest on deposits and borrowed funds                                    |                          
|Income taxes                                                               |                          
|Summary of non-cash transactions:                                          |                          
|Transfer of loans receivable to foreclosed real estate                     |                          
|Loans receivable swapped into mortgage-backed securities                   |                          
|Transfer of equity lines of credit from loans receivable, net to loans     |                          
|receivable available for sale                                              |                          
|                                                                           |                          

See
accompanying notes to unaudited consolidated financial statements.

6

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MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated Financial
Statements Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited)

(1) Basis of Presentation

The
accompanying unaudited consolidated financial statements have been prepared in accordance
with U.S. generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements. In the opinion of management, all
adjustments (consisting of only normal recurring accruals) necessary for a fair
presentation have been included. The results of operations for the three and six
months ended June 30, 2005 are not necessarily indicative of results that may be expected
for the year ending December 31, 2005.

The
consolidated financial statements include the accounts of MAF Bancorp, Inc.
(Company), Mid America Bank, fsb including its subsidiaries (Bank)
and MAF Developments, Inc. (MAFD), for the three and six month periods ended
June 30, 2005 and 2004 and as of June 30, 2005 and December 31, 2004. All material
intercompany balances and transactions have been eliminated in consolidation.

(2) Statement of Cash
Flows

For
purposes of reporting cash flows, cash and cash equivalents include cash and due from
banks, interest-bearing deposits and federal funds sold. Generally, federal funds are sold
for one-day periods and interest-bearing deposits mature within one day to three months.

(3) Reclassifications

Certain
reclassifications of 2004 amounts have been made to conform with the current period
presentation.

(4) Earnings Per Share

Earnings
per share is determined by dividing net income for the period by the weighted average
number of shares outstanding. Stock options and restricted stock units are regarded as
potential common stock and are considered in the diluted earnings per share calculations
to the extent that they would have a dilutive effect if converted to common stock.
Weighted average shares used in calculating earnings per share are summarized below for
the periods indicated:

|                               | Three Months Ended June 30,
|------------------------------ | ---------------------------
|
|
|
|Basic earnings per share:      |                            
|Income available to common     |                            
|shareholders                   |                            
|                               |                            
|Effect of dilutive securities: |                            
|Stock options                  |                            
|                               |                            
|Diluted earnings per share:    |                            
|Income available to common     |                            
|shareholders plus assumed      |                            
|conversions                    |                            
|                               |                            

|                               | Six Months Ended June 30,
|------------------------------ | -------------------------
|
|
|
|Basic earnings per share:      |                          
|Income available to common     |                          
|shareholders                   |                          
|                               |                          
|Effect of dilutive securities: |                          
|Stock options                  |                          
|                               |                          
|Diluted earnings per share:    |                          
|Income available to common     |                          
|shareholders plus assumed      |                          
|conversions                    |                          
|                               |                          

7

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated Financial
Statements Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited)

(5) Stock Option Plans

We
apply APB Opinion 25, Accounting for Stock Issued to Employees, and related
Interpretations in accounting for our stock option plans. Accordingly, we recognize
compensation cost on restricted stock unit awards, but have not historically recorded
compensation expense for stock options granted under our plans. Had we elected to record
compensation expense for stock option grants based on the fair value at the grant dates
for stock option awards under those plans consistent with the method of SFAS No. 123 using
the Black-Sholes option-pricing model as the valuation methodology, the Companys net income and earnings per
share would have been equal to the pro-forma amounts indicated in the table below:

|                                      | Three Months Ended June 30, | Six Months Ended June 30,
|------------------------------------- | --------------------------- | -------------------------
|
|
|Net income, as reported               |                             |                          
|Deduct: total stock option employee   |                             |                          
|compensation expense determined using |                             |                          
|the Black-Scholes method  for all     |                             |                          
|awards, net of related tax effects    |                             |                          
|                                      |                             |                          
|Pro-forma net income                  |                             |                          
|                                      |                             |                          
|Basic Earnings per Share              |                             |                          
|As Reported                           |                             |                          
|Pro-forma                             |                             |                          
|Diluted Earnings Per Share            |                             |                          
|As Reported                           |                             |                          
|Pro-forma                             |                             |                          
|                                      |                             |                          

In
accordance with SEC rules that will require expensing of stock options in the future, the
Company anticipates adopting the fair value method of expense recognition consistent with
SFAS No. 123R Share-Based Payment, as of January 1, 2006. SFAS No. 123R
eliminates the ability to account for stock-based compensation using APB 25 and
requires that such transactions be recognized as compensation cost in the income statement
based on the fair value of stock-based awards on the date of the grant.

(6) Commitments and
Contingencies

At
June 30, 2005, we had outstanding commitments to originate and fund loans of $887.7 million, of
which $250.3 million were fixed-rate loans and $534.0 million were primarily hybrid
adjustable-rate loans with initial fixed-rate terms of 3, 5 or 7 years and $103.4 million were home equity lines of credit.
Prospective
borrowers had locked the interest rate on $168.5 million of these commitments, of which
$77.6 million were fixed-rate mortgage or equity loans, with rates ranging from 4.25% to 8.25%, and $90.9
million were adjustable rate loans with rates ranging from 4.125% to 7.625%. The interest
rates on the remaining commitments of $719.2 million float at current market rates.
Included in the outstanding commitments were $62.6 million of business banking loans. In
addition, at June 30, 2005, we had outstanding forward commitments to sell $109.4 million
of fixed-rate mortgage loans.

At
June 30, 2005, we had outstanding standby letters of credit, excluding land development,
totaling $68.3 million. Of this amount, $52.7 million is comprised of letters of credit to
enhance industrial revenue bond financings of commercial real estate in
the Banks market. Additionally, the Company had outstanding standby letters of
credit totaling $8.5 million related to our real estate development projects.

The
Company could face potential loss equal to the contractual amounts of contingent
credit-related financial instruments such as commitments to extend credit, and letters of
credit, if the loans are actually originated or the contracts are fully drawn upon, and
the customers default and the value of any existing collateral becomes worthless.

At
June 30, 2005, we had $13.3 million of credit risk related to loans sold to the Federal
Home Loan Bank Mortgage Partnership Finance Program (MPF), $36.9 million of
loans sold with full recourse to other investors, and approximately $28.3 million of
credit risk related to reinsurance obligations on loans with private mortgage insurance in
force.

8

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MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated Financial
Statements Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited)

(7) Segment Information

The
Company utilizes the management approach for segment reporting. This approach
is based on the way that management of the Company organizes lines of business for making
operating decisions and assessing performance. Currently, the Company has two segments.
The Banking segment includes our lending and deposit gathering operations as well as other
financial services we offer to individual and business customers. The business of our Land
Development segment primarily involves land acquisitions, obtaining necessary zoning and
regulatory approvals and improving raw land into developed residential lots for sale to
builders. All goodwill has been allocated to the Banking segment. Selected segment
information is included in the table below:

|                                  | Three Months Ended June 30,
|--------------------------------- | ---------------------------
|
|
|
|Interest income                   |                            
|Interest expense                  |                            
|                                  |                            
|Net interest income               |                            
|Provision for loan losses         |                            
|Non-interest income               |                            
|Non-interest expense              |                            
|                                  |                            
|Income (loss) before income taxes |                            
|Income tax expense (benefit)      |                            
|                                  |                            
|Net income (loss)                 |                            
|                                  |                            
|Average assets                    |                            
|                                  |                            

|                                  | Six Months Ended June 30,
|--------------------------------- | -------------------------
|
|
|
|Interest income                   |                          
|Interest expense                  |                          
|                                  |                          
|Net interest income               |                          
|Provision for loan losses         |                          
|Non-interest income               |                          
|Non-interest expense              |                          
|                                  |                          
|Income (loss) before income taxes |                          
|Income tax expense (benefit)      |                          
|                                  |                          
|Net income (loss)                 |                          
|                                  |                          
|Average assets                    |                          
|                                  |                          

(8) Goodwill and
Intangible Assets

Goodwill
had a net carrying amount of $305.2 million at June 30, 2005 and December 31, 2004. All of the Companys
goodwill is in the Banking segment. The Company evaluates goodwill for impairment at least
annually. We completed an evaluation as of May 31, 2005 and no impairment was deemed
necessary as a result of the Companys analysis.

The
changes in the net carrying amounts of intangible assets subject to amortization are as
follows:

|                                  | Core
Deposit
Intangibles | Mortgage
Servicing
Rights(1) | Total
|--------------------------------- | ------------------------ | ---------------------------- | -----
|
|Balance at December 31, 2004      |                          |                              | $    
|Additions                         |                          |                              |      
|Amortization expense              |                          |                              |      
|Valuation allowance recovery, net |                          |                              |      
|                                  |                          |                              |      
|Balance at June 30, 2005          |                          |                              | $    
|                                  |                          |                              |      

9

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated Financial
Statements Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited)

The following is a summary of
intangible assets subject to amortization:

|                             | June 30, 2005 | December 31, 2004
|---------------------------- | ------------- | -----------------
|
|
|Core deposit intangibles     |               |                  
|Mortgage servicing rights(1) |               |                  
|                             |               |                  
|Total                        |               |                  
|                             |               |                  

---

|(1) | The
carrying amounts for June 30, 2005 and December 31, 2004 are net of
                    impairment reserves of $46,000 and $171,000, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

Amortization
expense for core deposit intangibles and mortgage servicing rights for the six months
ended June 30, 2005 and estimates for the six months ending December 31, 2005 and five
years thereafter are as follows. These estimates are based on the net carrying amount of
the Banks core deposit intangibles and mortgage servicing rights as of June 30,
2005.

|                                              | Core
Deposit
Intangibles | Mortgage
Servicing
Rights
|--------------------------------------------- | ------------------------ | -------------------------
|
|Aggregate Amortization Expense:               |                          |                          
|For the six months ended June 30, 2005        |                          |                          
|Estimated Amortization Expense:               |                          |                          
|For the six months ending December 31, 2005 . |                          |                          
|For the year ending December 31, 2006         |                          |                          
|For the year ending December 31, 2007         |                          |                          
|For the year ending December 31, 2008         |                          |                          
|For the year ending December 31, 2009         |                          |                          
|For the year ending December 31, 2010         |                          |                          

(9)
Post-Retirement Plans

The
Bank sponsors a supplemental executive retirement plan (SERP) for the purpose
of providing certain retirement benefits to executive officers and other corporate
officers approved by the Board of Directors. The Bank also sponsers a partially subsidized group long-term medical plan for the purpose of
providing certain former employees post retirement medical benefits. The benefits under the retiree benefit plan are not pre-funded and
there are no plan assets. Benefits are funded on a pay-as-you-go basis. The Bank's long-term medical
plan was amended January 1, 2005, to eliminate the retiree subsidy for all non-retired
participants effevtive January 1, 2006. Current retirees as well as 2005 retirees are grandfathered
under the subsidy provisions.

10

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated Financial
Statements Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited)

The components of the net
periodic benefit cost to the Company of post-retirement plans are as follows:

|                                      | Three Months Ended June 30,
|------------------------------------- | ---------------------------
|
|
|
|Service cost                          |                            
|Interest cost                         |                            
|Amortization of unrecognized          |                            
|net transition obligation             |                            
|Amortization of unrecognized prior    |                            
|service cost                          |                            
|Amortization of unrecognized net loss |                            
|                                      |                            
|Net periodic benefit cost             |                            
|                                      |                            

|                                      | Six Months Ended June 30,
|------------------------------------- | -------------------------
|
|
|
|Service cost                          |                          
|Interest cost                         |                          
|Amortization of unrecognized net      |                          
|transition obligation                 |                          
|Amortization of unrecognized prior    |                          
|service cost                          |                          
|Amortization of unrecognized net loss |                          
|                                      |                          
|Net periodic benefit cost             |                          
|                                      |                          

(10) New Accounting
Pronouncements

Other-Than-Temporary
Impairment.In March 2004, the Financial Accounting Standards Board (FASB) ratified the
consensus reached by the Emerging Issues Task Force on Issue 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments
(EITF 03-1). EITF 03-1 provides guidance for determining when an investment is
considered impaired, whether that impairment is other-than-temporary, and measuring an
impairment loss. An investment is considered impaired if the fair value of the investment
is less than its cost. Generally, an impairment is considered other-than-temporary unless:
(a) the investor has the ability and intent to hold an investment for a reasonable period
of time sufficient for a forecasted recovery of fair value up to (or beyond) the cost of
the investment; and (b) evidence indicating that the cost of the investment is recoverable
within a reasonable period of time outweighs evidence to the contrary. If impairment is
determined to be other-than-temporary, then an impairment loss is recognized equal to the
difference between the investments cost and its fair value. The guidance also
includes accounting considerations subsequent to recognition of an other-than-temporary
impairment and requires certain disclosures about unrealized losses that have not been
recognized as other-than-temporary impairments.

With
the release of FASB Staff Position (FSP) EITF Issue 03-1-1 on September 30,
2004, the FASB staff delayed the effective date of the other-than-temporary impairment
evaluation guidance of EITF 03-1 (which was initially to be applied prospectively to all
current and future investments in interim and annual reporting periods beginning after
June 15, 2004). FSP EITF 03-1-1 delays the effective date of the measurement and recognition
guidance until certain implementation issues are addressed and a final FSP providing
implementation guidance is issued. The disclosure requirements of EITF 03-1 remain in
effect and were presented in Notes 3 and 4 of the 2004 Annual Report on Form 10-K. The
amount of any other-than-temporary impairment that may need to be recognized in the future
will be dependent on market conditions, the occurrence of certain events or changes in
circumstances relative to an investee, the final guidance issued by the FASB, and the
Companys intent and ability to hold the impaired investments at the time of the
valuation.

In
June 2005, the FASB decided not to provide additional guidance on the meaning of
other-than-temporary impairment, but directed the staff to issue proposed FSP EITF 03-1-a,
Implementation Guidance for the Application of Paragraph 16 of EITF Issue No.
03-1 as final. The final FSP (retitled FSP FAS 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments)
clarifies that impairment loss
should be recognized no later than when the impairment is deemed
other than temporary, even if a decision to sell has not been made. The statement will be
effective for other-than-temporary impairment analysis conducted

11

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MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated Financial
Statements Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited)

in periods beginning
after September 15, 2005. The Company does not expect this implementation to have a
material affect on the results of the Company.

Stock
Based Compensation.In December 2004, the FASB issued Statement No. 123 (revised 2004),
Share-Based Payment (SFAS No. 123R). SFAS No. 123R is a revision
of SFAS No. 123, Accounting for Stock Based Compensation, supersedes APB 25
and amends FASB Statement No. 95, Statement of Cash Flows. SFAS No. 123R
requires that stock option transactions, as well as other equity-based compensation, be
recognized as compensation expense in the income statement based on their fair values
determined at the date of the grant. Under SEC guidance, the applicable effective date of
SFAS No. 123R is the beginning of the next fiscal year after June 15, 2005. The Company
anticipates adopting the fair value method of expense recognition as of January 1, 2006,
in accordance with SFAS No. 123R, Share-Based Payment, which is effective as
of the beginning of next fiscal year after June 15, 2005. SFAS No. 123R permits companies
to adopt the recognition requirements using either a modified prospective
method or a modified retrospective method. Under the modified
prospective method, compensation cost is recognized in the financial statements
based on the time of vesting beginning with the effective date, under the requirements of
SFAS No. 123R for all share-based payments granted after that date and under the
requirements of SFAS No. 123 for all awards granted prior to the effective date of SFAS
No. 123R that vest after the effective date. Under the modified retrospective
method, the requirements are the same as under the modified prospective
method, but this method also permits entities to restate financial statement of previous
periods based on pro forma disclosures made in accordance with SFAS No. 123.

The
Company currently uses the intrinsic value method as permitted by APB 25 to account for
its share-based payments to employees, and as such, generally recognizes no compensation
expense for employee stock options. Accordingly, adopting SFAS No. 123R will result in the
Company recording compensation cost for employee stock options.

The
Company currently utilizes the Black-Scholes option-pricing model to measure the fair
value of stock options granted as presented in Note 5. above. While SFAS No. 123R permits entities to continue
to use such a model, the standard also permits the use of a lattice model. The
Company expects to evaluate possible alternative models, including the underlying
valuation assumptions, and has not yet determined which model it will use to measure the
fair value of stock options upon the adoption of SFAS No. 123R nor the impact of stock option expensing on the
design of the Company's equity compensation plans.

Accounting
Changes and Error Corrections.In May 2005, the FASB issued Statement No. 154,
Accounting Changes and Error Corrections, which provides guidance on the
accounting for and reporting of accounting changes and error corrections. It establishes,
unless impracticable, retrospective application as the required method for reporting a
change in accounting principle in the absence of explicit transition requirements specific
to the newly adopted accounting principle. The reporting of a correction of an error by
restating previously issued financial statement is also addressed by this Statement. This
statement is effective, on a prospective basis, for fiscal years beginning after December
15, 2005.

12

---

Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement
Regarding Forward-Looking Information

This
report, in Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations and elsewhere, contains, and other periodic reports and
press releases of the Company may contain, forward-looking statements (within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended), which involve
significant risks and uncertainties. The Company intends such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995, and is including this statement for
purposes of invoking these safe harbor provisions. These forward-looking statements, which
are based on certain assumptions and describe future plans, strategies and expectations of
the Company, are generally identifiable by use of the words believe,
expect, intend, anticipate, estimate,
project, plan, or similar expressions. The Companys ability
to predict results or the actual effect of future plans or strategies is inherently
uncertain and actual results may differ from those predicted. The Company undertakes no
obligation to update these forward-looking statements in the future.

Factors
which could have a material adverse effect on operations and could affect
managements outlook or future prospects of the Company and its subsidiaries include,
but are not limited to, higher than expected overhead, infrastructure and compliance
costs, unanticipated changes in interest rates or further flattening of the yield curve,
less than anticipated balance sheet growth, demand for loan products, unanticipated
changes in secondary mortgage market conditions, deposit flows, competition, adverse
federal or state legislative or regulatory developments, monetary and fiscal policies of
the U.S. Government, including policies of the U.S. Treasury and Federal Reserve Board,
deteriorating economic conditions which could result in increased delinquencies in the
Companys loan portfolio, the quality or composition of the Companys loan or
investment portfolios, demand for financial services and residential real estate in the
Companys market area, higher than anticipated development costs or delays in our Springbank real estate
development projects, difficulties or delays related to the pending acquisition of EFC Bancorp (EFC),
the possible short-term dilutive effect of the EFC acquisition or other potential acquisitions, if any, and
changes in accounting principles, policies and guidelines. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements.

General

MAF
Bancorp, Inc was incorporated under the laws of the state of Delaware in 1989, as the
holding company for Mid America Bank, fsb ("Bank"), our banking subsidiary.  The Bank,
which was organized as a mutual savings and loan association and has been operating in
the Chicago area since 1922, formed the holding company in connection with its conversion
from a mutual to stock savings institution.  Today, the Bank is one of the largest
community-oriented financial institutions headquartered in Chicago.  Our primary business
focus is providing financial services to retail and business banking customers in the
Chicago and Milwaukee metropolitan areas.  Our strategy is to continue to grow our
banking franchise through selective acquisition and branch expansion. We also engage in
residential real estate land development through our subsidiary, MAF Developments, Inc.
("MAFD"), a business we started at the Bank in 1974.

We
currently operate a total of 73 branches in Illinois and southeastern Wisconsin, 49
branches located in residential neighborhoods in the city of Chicago and throughout
suburban communities in the Chicago metropolitan area, and 24 branches in the Milwaukee
area that we operate under the name of St. Francis Bank, a division of Mid America Bank,
fsb.  One of our Wisconsin branches was opened in June 2005 in Pewaukee, Wisconsin.
 Since June 30, 2004, we have added three Illinois branches through our acquisition of
Chesterfield Financial Corp. in November 2004 and also opened two new branches in
suburban Chicago communities in September and November of 2004. We acquired St. Francis
Bank, with 23 branches in Wisconsin, in December 2003 and completed the banking systems
conversion of the acquired operations in late May 2004.  We added one new branch in
Chicago during the first six months of 2004.

On
June 30, 2005, the Company announced that it had reached an agreement to acquire EFC
Bancorp, Inc. in a 60% stock and 40% cash transaction valued at approximately $177.5
million. As previously disclosed, the Company expects the transaction to close in the
first quarter of 2006 pending regulatory approval and approval by EFC stockholders. At
June 30, 2005, EFC had assets of $1.0 billion, deposits of $713 million,
stockholders equity of $89 million and nine banking facilities, with seven of those
facilities located in Kane County and one each in McHenry and Cook Counties in Illinois.
Based on the most recently avaiable deposit data, the transaction is expected to move us to #7
in deposit market share in the Chicago MSA and from #15 to #3 in

13

---

Kane County, where municipal data reflects population growth to exceed 17% over the next five years.
We do not expect the transaction to materially impact 2006 earnings per share results.
The data processing system conversion is currently planned for February 2006.

We
expect to continue to search for and evaluate potential acquisition opportunities that
could enhance franchise value and may periodically be presented with opportunities to
acquire other institutions, branches or deposits in the Chicago or Milwaukee metropolitan
areas or which allow the Company to expand outside its current primary market areas, as we
have done in recent years. Management intends to review acquisition opportunities across a
variety of parameters, including the potential impact on its financial condition as well
as its financial performance in the future. It is anticipated that future acquisitions, if
any, will likely be valued at a premium to book value, and generally at a premium to
current market value. As such, management anticipates that acquisitions made by the
Company could involve some short-term book value per share dilution and may involve
earnings per share dilution depending on the Companys timing and success in
integrating the operations of businesses acquired and the level of cost savings and
revenue enhancements that may be achieved.

Critical Accounting
Policies and Estimates

The
Companys financial condition and results of
operations included here are prepared
in conformity with U.S. generally accepted accounting principles, and are more fully
described in Note 1 of the consolidated financial statements found in the Companys
Form 10-K for the fiscal year ended December 31, 2004 in Item 8. Financial
Statements and Supplementary Data. The preparation of these consolidated financial
statements requires that we make estimates and assumptions that affect the reported
amounts of assets, liabilities, income and expense, as well as related disclosures of
contingencies. Managements judgment is based on historical experience, terms of
existing contracts, market trends, and other information available. We believe that of
significant accounting policies, the following involve a higher degree of judgment and
complexity.

Allowance
for loan losses.We maintain an allowance for loan losses to cover managements
estimate of probable losses inherent in the Banks loan portfolio. In evaluating
the allowance for loan losses and determining, if any, the related provision
for loan losses, management considers: (1) subjective factors, including local and
general economic business factors and trends, portfolio concentrations and changes in the
size and/or general terms of the loan portfolio, (2) historical loss experience and
the change in the mix of the overall portfolio composition over the last five years,
(3) specific allocations based upon probable losses identified during the review of
the portfolio, and (4) delinquency in the portfolio and the composition of
non-performing loans including the percent of non-performing loans with supplemental
mortgage insurance. The allowance for loan losses is established through a provision for
loan losses that is recorded in the consolidated statement of operations.

Valuation
of mortgage servicing rights.The Bank capitalizes the estimated value of mortgage
servicing rights upon the sale of loans. The Banks estimated value takes into
consideration contractually known amounts, such as loan balance, term, contract rate, and
whether the customer escrows funds with the Bank for the payment of taxes and insurance.
Estimated value is also affected by additional assumptions relating to loan prepayment
speeds, earnings on escrow funds, as well as the discount rate used to present value the
estimated future cash flow stream. Subsequent to the establishment of this asset,
management reviews the fair value of mortgage servicing rights on a quarterly basis using
current prepayment speed, cash flow and discount rate estimates. Changes in these
estimates impact fair value, and could require the Bank to record a valuation allowance or
recovery. A recovery of $125,000 was recorded in the first half of 2005 compared to a $1.8
million recovery in the prior year period. Should management's estimated of future prepayment
speeds on the underlying loans supporting the mortgage
servicing rights prove to be incorrect, additional valuation allowances could occur, or
conversely, valuation allowances could be recovered if changing estimates increase the
fair value of mortgage servicing rights.

Valuation
of goodwill and intangible assets.In accounting for acquisitions of other companies, we
generally record as assets on our financial statements both goodwill and identifiable
intangible assets such as core deposit intangibles. The amounts we record are based on our
estimates of the fair value of assets and liabilities acquired. The valuation techniques
we use to determine the carrying value of tangible and intangible assets and liabilities
acquired in acquisitions and the estimated lives of the identifiable intangible assets
involve a number of subjective judgments such as estimates for discount rates, projected
future cash flows and time period of useful lives, all of which are susceptible to change
based on changes in economic conditions and other factors. Core deposit and other
identifiable intangible assets are amortized to expense over their estimated useful lives
and are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of the asset exceeds the remaining value we are reasonably likely to
realize. Similarly, on an annual basis we evaluate whether the carrying value of our
goodwill has become impaired, in which case we

14

---

reduce its carrying value through a charge
to our earnings. Goodwill is evaluated for impairment at the segment reporting level, and
all of our goodwill is recorded in our banking segment.

While
we believe the assumptions and estimates we used are reasonable, using different
assumptions or estimates for these valuations would have resulted in our recording
different amounts of goodwill and core
deposit intangibles and could have impacted our
amortization expense. For example, if we had assumed faster prepayment speeds of mortgage
loans we acquired in acquisitions, the value of those mortgage loans we acquired would
have been less and the goodwill we recorded would have been greater. Similarly, if we had
assumed greater deposit run off rates, we may have recorded lower core deposit
intangibles, but might have shortened our estimate of the average life of this intangible
asset and may have increased our amortization expense in 2004 or 2005. Any changes in the
assumptions and estimates which we use in future periods to determine the carrying value
of our goodwill and identifiable intangible assets which adversely affect their value or
shortens estimated lives would adversely affect our results of operations. At June 30,
2005, our goodwill was $305.2 million and our identifiable intangible assets (core
deposits) amounted to $11.6 million. We recorded $1.5 million of amortization of core
deposit intangibles during both the first half of 2005 and the prior year period. There
was no goodwill impairment recorded in 2005 or 2004.

Real
estate held for development.Profits from lot sales in the Companys real estate
developments are based on cash received less the estimated cost of sales per lot in the
development, including capitalized interest and an estimate of future costs to be
incurred. This is especially true at the outset of a project, where few actual costs have
been incurred in the project as a whole. The estimate of total project costs is reviewed
on a quarterly basis by project management. Estimates are subject to change for various
reasons, including the duration of the project, changes in rules or requirements of the
communities where the projects reside, soil and weather conditions, increased project
budgets, as well as the general level of inflation. The changes in lot sale profits on
past sales that result from changes in estimated future costs are recognized in the period
of that change as either a charge or an addition to income from real estate operations.
Additionally, management periodically evaluates the net realizable value from each project
by considering other factors, such as pace of lot absorption, sources of funding and
timing of disbursements. A charge to current earnings would occur if this evaluation
indicated a projects net realizable value did not exceed its recorded cost.
Currently, the assessment of net realizable value of the land development project the Company is
engaged in exceeds the recorded cost of the project.

15

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Results of Operations for the Three
and Six Months Ended June 30, 2005 and 2004

Overview

The
following table highlights selected financial information for the three and six months
ended June 30, 2005 and 2004.

|                                           | Three Months Ended June 30, | Six Months Ended June 30,
|------------------------------------------ | --------------------------- | -------------------------
|
|
|Net income                                 |                             |                          
|Diluted earnings per share                 |                             |                          
|Average diluted shares outstanding         |                             |                          
|Interest rate spread                       |                             |                          
|Net interest margin                        |                             |                          
|Average loans receivable                   |                             |                          
|Average interest-earning assets            |                             |                          
|Average assets                             |                             |                          
|Average deposits                           |                             |                          
|Average interest-bearing liabilities       |                             |                          
|Return on average assets(1)                |                             |                          
|Return on average equity(1)                |                             |                          
|Efficiency ratio(2)                        |                             |                          
|Non-interest expense to average assets (1) |                             |                          
|Non-interest income to total revenue (3)   |                             |                          
|1-4 family loan originations               |                             |                          
|Loan sales                                 |                             |                          
|Gain on sale of loans                      |                             |                          
|Income from real estate operations         |                             |                          

---

|(1) | Annualized.
|--- | -----------

|(2) | The
efficiency ratio is calculated by dividing non-interest expense by the sum
                    of net interest income and non-interest income, excluding net
gain/(loss) on                     sale and writedown of mortgage-backed and investment
securities.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Total revenue equals
net interest income plus non-interest income.
|--- | ------------------------------------------------------------------

| | o | Gain on the sale of loans increased
$2.7 million for the first half of 2005 compared to the prior year period primarily due to the
sale of $104 million of equity lines of credit this year.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Income from real estate development decreased
$3.4 million in 2005 compared to 2004 due to limited lot sale closings in the first half of this year as the
Springbank project is still in development. Income in the second half of 2005 is expected to include revenue from closings
from the first phase of the Springbank project where approximately 182 lots are currently under contract.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Growth in average earning assets of approximately 6.9%
over the past year contributed to a 4.2% increase in the net interest income compared to the prior year period. Rising short-term
interest rates and further flattening of the yield curve along with increased compensation for
deposits during the year resulted in modest margin
compression compared to the prior year period.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | The efficieny ratio remained stable at 57%
for the six months ended June 30, 2005 compared to 56% for the prior year period, although it was
negatively impacted by lower income from real estate income in the current peroid.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net Interest Income and
Net Interest Margin

Net
interest income increased to $67.1 million for the three months ended June 30, 2005, from
$65.2 million for the three months ended June 30, 2004, or 2.9%. During this time, average interest earning
amounts increased $522 million, or 6.1%, primarily in loan and mortgage-backed securities,
while our net interest margin declined to 2.96% for the quarter compared to 3.05%
in the previous year quarter, as the treasury yield curve contiuned to flatten dramatically, putting pressure on our cost of deposits.
The net interest margin declined during the quarter as deposits and other borrowings repriced faster than
asset yields as short-term interest rates rose. The Company expects that the flatter yield curve and increased
competition for deposits is likely to pressure its net interest margin throughout 2005.

Our
average yield on interest-earning assets increased 31 basis points to 5.16% for the three
months ended June 30, 2005 from 4.85% for the three months ended June 30, 2004. This
increase was due primarily to an increase in the yield on loans receivable and
mortgage-backed securities. Our yield on loans receivable increased 32 basis points to
5.37% for the second quarter of 2005 from 5.05% for the second quarter of 2004, primarily
as a result of an increase in the yield on our equity line of credit portfolio, and other loans tied to the

16

---

prime
rate or 3-month LIBOR. The yield on mortgage-backed securities also benefited from rising interestrates, increasing 44 basis points to 4.22% for the three months ended June 30, 2005 from
3.78% for the three months ended June 30, 2004 as purchase activity has been at yield much higher than our portfolio
yield due to rising interest rates. The impact on investment securities was an increase of 55 basis points to 4.08%
for the second quarter of 2005 compared to 3.53% for the second quarter of 2004. The dividend rate on FHLB
stock for the current quarter was 5.5% compared to 6% in the prior year quarter. The FHLB recently declared a
dividend for the third quarter of 2005 payable at an annualized rate of 5%.

Our
average cost of interest-bearing liabilities increased 43 basis points to 2.42% for the
three months ended June 30, 2005 from 1.99% for the three months ended June 30, 2004 of which the majority is tied to a 49
basis point increase in our cost of deposits to 1.83%. Our deposit cost have increased primarily due to increase in the
cost of money market accounts and certificates of deposit.
We've been able to hold the cost of passbook and NOW accounts
steadily since the second quarter of 2004. Certificates of deposit accounts are repricing at substantially higher rates due to
the rise in short term interest rates since mid-2004. Our
cost of borrowed funds increased 32 basis points to 3.66% for the second quarter of 2005 from
3.34% for the second quarter of 2004 primarily due to new FHLB advances that have higher
fixed interest rates.

Net interest
income increased to $5.4 million or 4.2% to $134.6 million for the six months ended June 30, 2005, from $129.2 million for the six months
ended June 30, 2004. The increase is due to a 6.9% increase in average earning assets, partially offset by a net
decrease in our spread and net interest margin with each compressing during the 2005 six-month period to 2.78%
and 3.00% from 2.88% and 3.08% for the prior year period. The 21 basis point increase in our interest-earning assets
yields for the six-month period ended June 30, 2005 is due to similar reasons noted for the
increase during the three-month period ended June 30, 2005, namely that increased short-term rates mean that we put new ARM loans,
mortgage-backed securities and investments on our books at higher rates, and that prime and LIBOR loans repriced upward.

Average
interest-earning assets grew $579 million or 6.9% during the first six months of 2005
compared to the same period in 2004, with growth occurring in the balance of loans receivable, investments and
mortgage-backed securities, which combined increased $729 million, or 9.2%. This growth
was offset by a $143 million redemption program. Average loans receivable balances
increased by $367.9 million during the six month period including $140 million from the
Chesterfield acquisition. The growth in average interest-earning assets during the six month period
was primarily funded by deposits. Compared to the first six months of 2004, the average
balance of interest-bearing deposits rose by $359 million, or 6.9%, to $5.54 billion.

17

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Average Balances/Rates

The
following tables reflect the average yield on assets and average cost of liabilities for
the periods indicated. Such yields and costs are derived by dividing income or expense by
the average balance of assets or liabilities. Average balances are derived from average
daily balances. Loans receivable balances include non-accrual loans. The yield/cost at
June 30, 2005, includes fees that are considered adjustments to yield.

|                                                  | Three Months Ended June 30, |  | 
|------------------------------------------------- | --------------------------- |  | 
|
|
|
|Assets:                                           |                             |  | 
|Loans receivable                                  |                             |  | 
|Mortgage-backed securities                        |                             |  | 
|Stock in FHLB of Chicago                          |                             |  | 
|Investment securities                             |                             |  | 
|Interest-bearing deposits                         |                             |  | 
|Federal funds sold  (1)                           |                             |  | 
|                                                  |                             |  | 
|Total interest-earning assets                     |                             |  | 
|Non-interest earning assets                       |                             |  | 
|                                                  |                             |  | 
|Total assets                                      |                             |  | 
|                                                  |                             |  | 
|Liabilities and stockholders' equity:             |                             | 
|Deposits                                          |                             |  | 
|Borrowed funds and junior subordinated debentures |                             |  | 
|                                                  |                             |  | 
|Total interest-bearing liabilities                |                             |  | 
|Non-interest bearing deposits                     |                             |  | 
|Other liabilities                                 |                             |  | 
|                                                  |                             |  | 
|Total liabilities                                 |                             |  | 
|Stockholders' equity                              |                             |  | 
|                                                  |                             |  | 
|Liabilities and stockholders'equity               |                             |  | 
|                                                  |                             |  | 
|Net interest income/ interest rate spread         |                             |  | 
|                                                  |                             |  | 
|Net earning assets/net yield on                   |                             | 
|average interest-earning assets.                  |                             |  | 
|                                                  |                             |  | 
|Ratio of interest-earning assets                  |                             | 
|to interest-bearing liabilities                   |                             |  | 
|                                                  |                             |  | 

|                                                  | Six Months Ended June 30, |  | 
|------------------------------------------------- | ------------------------- |  | 
|
|
|
|Assets:                                           |                           |  | 
|Loans receivable                                  |                           |  | 
|Mortgage-backed securities                        |                           |  | 
|Stock in FHLB of Chicago                          |                           |  | 
|Investment securities                             |                           |  | 
|Interest-bearing deposits                         |                           |  | 
|Federal funds sold  (1)                           |                           |  | 
|                                                  |                           |  | 
|Total interest-earning assets                     |                           |  | 
|Non-interest earning assets                       |                           |  | 
|                                                  |                           |  | 
|Total assets                                      |                           |  | 
|                                                  |                           |  | 
|Liabilities and stockholders' equity:             |                           | 
|Deposits                                          |                           |  | 
|Borrowed funds and junior subordinated debentures |                           |  | 
|                                                  |                           |  | 
|Total interest-bearing liabilities                |                           |  | 
|Non-interest bearing deposits                     |                           |  | 
|Other liabilities                                 |                           |  | 
|                                                  |                           |  | 
|Total liabilities                                 |                           |  | 
|Stockholders' equity                              |                           |  | 
|                                                  |                           |  | 
|Liabilities and stockholders'equity               |                           |  | 
|                                                  |                           |  | 
|Net interest income/ interest rate spread         |                           |  | 
|                                                  |                           |  | 
|Net earning assets/net yield on                   |                           | 
|average interest-earning assets.                  |                           |  | 
|                                                  |                           |  | 
|Ratio of interest-earning assets                  |                           | 
|to interest-bearing liabilities                   |                           |  | 
|                                                  |                           |  | 

---

|(1) | Includes
pro-rata share of interest income received on outstanding drafts           payable.
|--- | --------------------------------------------------------------------------------------------

18

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Rate/Volume Analysis of
Net Interest Income

The
table below shows the impact of changes in the volume of interest-earning assets and
interest-bearing liabilities and changes in interest rates on the Banks interest
income and interest expense for the periods indicated. Changes attributable to the
combined impact of volume and rate have been allocated proportionately to the changes due
to volume and the changes due to rate.

|                                                       | Three Months Ended June 30, 2005
Compared to June 30, 2004
Increase (Decrease) | Six Months Ended June 30, 2005
Compared to June 30, 2004
Increase (Decrease)
|------------------------------------------------------ | ------------------------------------------------------------------------------ | ----------------------------------------------------------------------------
|
|
|Interest income:                                       |                                                                                |                                                                             
|Loans receivable                                       |                                                                                |                                                                             
|Mortgage-backed securities                             |                                                                                |                                                                             
|Investment securities                                  |                                                                                |                                                                             
|Stock in FHLB of Chicago                               |                                                                                |                                                                             
|Interest-bearing deposits                              |                                                                                |                                                                             
|Federal funds sold                                     |                                                                                |                                                                             
|                                                       |                                                                                |                                                                             
|Total                                                  |                                                                                |                                                                             
|Interest expense:                                      |                                                                                |                                                                             
|Deposits                                               |                                                                                |                                                                             
|Borrowed funds and junior subordinated      debentures |                                                                                |                                                                             
|                                                       |                                                                                |                                                                             
|Total                                                  |                                                                                |                                                                             
|                                                       |                                                                                |                                                                             
|Net change in net interest income                      |                                                                                |                                                                             
|                                                       |                                                                                |                                                                             

Provision for Loan Losses

The
Bank recorded no provision for loan losses during the second quarter of 2005 compared to
$280,000 in the prior year second quarter. Net charge-offs for the three months ended June
30, 2005 were $115,000 compared to a net recovery of $4,000 for the three months ended
June 30, 2004. At June 30, 2005, the Banks allowance for loan losses was $36.1
million, which equaled .52% of total loans receivable, compared to $36.3 million, or .53%
at December 31, 2004, and $34.7 million or .52% at June 30, 2004. The Bank's allowance for loan losses
to non-performing assets was 116.8% at June 30, 2005, compared to 111.5% at June 30, 2004.
The Bank recorded no provision for loan losses during the six months ended June 30, 2005 compared to $580,000
in provision for loan losses in the prior year six-month period.

Non-Interest Income

Non-interest
income decreased $1.1 million, or 5.9% to $18.0 million in the second quarter of 2005,
compared to $19.1 million for the quarter ended June 30, 2004. The decline was primarily
due to a $2.3 million decrease in income from real estate, offset by a $628,000 increase in gain on the sale of loans.
Non-interest income totaled
$35.8 million for the six months ended June 30, 2005 or 9.4% lower than the $39.5 million
recorded for the previous year period. This decrease is primarily due to a decrease of
$3.4 million in income from real estate and a previous year recovery of mortgage servicing
rights for $1.8 million, offset by a $2.7 million increase in gain on the sale of loans.

19

---

Loan Originations, Sales
and Servicing

|                                                | Three Months Ended June 30, | Six Months Ended June 30,
|----------------------------------------------- | --------------------------- | -------------------------
|
|
|1-4 Family Originations and Purchases           |                             |                          
|Fixed-rate                                      |                             |                          
|Adjustable rate                                 |                             |                          
|                                                |                             |                          
|Total                                           |                             |                          
|                                                |                             |                          
|Loan Sales                                      |                             |                          
|1-4 family mortgages:                           |                             |                          
|Fixed-rate                                      |                             |                          
|Adjustable rate                                 |                             |                          
|                                                |                             |                          
|Total                                           |                             |                          
|Equity lines of credit                          |                             |                          
|                                                |                             |                          
|Total loans sold                                |                             |                          
|                                                |                             |                          
|Gain on sale of 1-4 family mortgages            |                             |                          
|                                                |                             |                          
|Gain on sale of equity lines of credit          |                             |                          
|                                                |                             |                          
|Total loan sale gains                           |                             |                          
|                                                |                             |                          
|Margin on 1-4 family loan sale (basis points)   |                             |                          
|Loan Servicing                                  |                             |                          
|Loan servicing fee income (expense), net        |                             |                          
|Valuation recovery on mortgage servicing rights |                             |                          

Capitalized
mortgage servicing rights as a percentage of loans serviced for others at June 30, 2005
was 69 basis points and at June 30, 2004 was 75 basis points.

The
Company completed a sale of home equity lines, totaling $27.2 million and resulting in a
gain of $885,000 in the second quarter of 2005. The Company is seeking to expand its
wholesale equity line of credit production and expects to continue sales of these
single-service loan types during 2005 if favorable pricing trends continue. The Company is also exploring the
introduction of various non-conforming and sub-prime mortgage products due to the
increased demand for these products in the overall mortgage market. Our current plan is to
sell any sub-prime loans into the secondary market.

Deposit Account Service
Charges

|                                   | Three Months Ended June 30, | Six Months Ended June 30,
|---------------------------------- | --------------------------- | -------------------------
|
|
|Deposit service charges            |                             |                          
|Deposit service fees/total revenue |                             |                          

|                            | At
|--------------------------- | --
|
|Number of checking accounts |   

While
deposit account service fees recorded in the 2005 periods remained relatively stable with fees recorded in last year's
second quarter and the first six months of 2004, the average fees per checking account have declined year
over year, primarily reflecting declines in consumer overdraft activity at the Bank compared to the prior year.

Real Estate Development
Operations

|                                | Three Months Ended June 30, | Six Months Ended June 30,
|------------------------------- | --------------------------- | -------------------------
|
|
|Real estate development income  |                             |                          
|Number of residential lots sold |                             |                          

Real estate
development income for the current quarter was the result of the sale of the final four
lots in the Shenandoah subdivision. A total of 326 lots were sold in this Plainfield, Illinois
subdivision over the past three years, resulting in total gross profits of more than $11
million.

20

---

Development
work in Springbank continued during the quarter. We received approval from the village of
Plainfield for this project, which is planned to include 1,599 residential lots, 281
multi-family lots and 45.8 acres of commercial parcels, in October 2004. Lot sale closings
are expected to begin in the third quarter of 2005. The Company offered initial lots for
sale to builders in the first phase of the development and has experienced healthy demand
to date. At June 30, 2005, 182 lots were under contract pending their closing in
Springbank.

|                                 | At June 30,
|-------------------------------- | -----------
|
|
|Investment in real estate        |            
|Pending lot sales at quarter end |            

The
increase in the balance of investment in real estate as compared to a year ago relates
primarily to continued land purchases and initial costs related to Springbank for the
joint venture development. At June 30, 2005, the only other development with lots yet to be sold is our Tallgrass
development, with three remaining lots.

Securities Sales

|                            | Three Months Ended June 30, | Six Months Ended June 30,
|--------------------------- | --------------------------- | -------------------------
|
|Net gain (loss) on sale of: |                             |                          
|Investment securities       |                             |                          
|Mortgage-backed securities  |                             |                          

The
gain on investment securities during 2005 resulted from the dissolution of stock in a
regional ATM network in the first and second quarters and the sales of two equity
investments in the second quarter. For the six months ended June 30, 2004, the gain on
sale of investment securities included net gains of $2.7 million on the sale of three
investment securities on which other-than-temporary impairment writedowns had been taken
in prior years.

Non-Interest Expense

The
increase in non-interest expense for the year over year primarily reflects growth in banking operations.
Also contributing to the increased expenses are the added cost of management personnel and
infrastructure needed to facilitate growth over the past year and to address the increased
compliance burden under new regulations. The table on the next
page indicates the composition of non-interest expense for the three- and six-month periods
indicated.

21

---

|                                                       | Three Months Ended June 30, | Six Months Ended June 30,
|------------------------------------------------------ | --------------------------- | -------------------------
|
|Compensation                                           |                             |                          
|Employee benefits                                      |                             |                          
|                                                       |                             |                          
|Total compensation and benefits                        |                             |                          
|                                                       |                             |                          
|Occupancy expense                                      |                             |                          
|Furniture, fixture and equipment expense               |                             |                          
|                                                       |                             |                          
|Advertising and promotion                              |                             |                          
|Data processing                                        |                             |                          
|Amortization of core deposit tangibles                 |                             |                          
|                                                       |                             |                          
|Other expenses:                                        |                             |                          
|Professional fees                                      |                             |                          
|Stationery, brochures and supplies .                   |                             |                          
|Postage                                                |                             |                          
|Telephone                                              |                             |                          
|Transaction fraud losses                               |                             |                          
|Correspondent banking services                         |                             |                          
|Title fees,  recording  fees and credit report expense |                             |                          
|Security expense                                       |                             |                          
|Insurance costs                                        |                             |                          
|FDIC premiums and OTS assessment                       |                             |                          
|Real estate held for investment expenses(1)            |                             |                          
|                                                       |                             |                          
|Other                                                  |                             |                          
|                                                       |                             |                          
|Total other expenses                                   |                             |                          
|                                                       |                             |                          
|                                                       |                             |                          
|                                                       |                             |                          

---

|(1) | Expenses
from SF Equities, a subsidiary of the Bank that invests in affordable           housing
properties in Wisconsin.
|--- | -------------------------------------------------------------------------------------------------------------------------

The
three months ended June 30, 2004 included $880,000 of expenses relating to the completion
of the St. Francis bank system conversion including software programming costs and
incremental incentive compensation and overtime costs.

Occupancy
costs have increased over the prior year periods due to the costs related to operating 73
branches, compared to 67 branches at June 30, 2004.

Advertising
and promotion expenses increased for the current year periods compared to the
prior year periods due to due to a more aggressive marketing campaign and special
promotions to attract and retain deposits. We expect annual advertising and promotion
costs in 2005 to exceed 2004 expenditures.

The
large increase in professional fees for the six months ended June 30, 2005 compared to the
prior year period reflects higher costs related to consulting fees for various process improvements, including
an automated work flow system for the mortgage loan division, as well as ongoing Sarbanes-Oxley and Bank Secrecy Act/anti-money laundering compliance.

Our
telephone expense decreased year over year due to the consolidation and renegotiation of our contract.
Decreases were accomplished in stationery and postage expenses for 2005 compared to the prior
year period by various efficiency and cost-reduction initiatives.

Included in other
expense for 2005 is $318,000 of probable losses related to claims involving fraudulent loans sold by a former subsidiary of
an acquired bank to various private investors.

Income Tax Expense

Income
tax expense totaled $13.4 million for the three months ended June 30, 2005, equal to an
effective income tax rate of 34.8%, compared to $12.8 million or an effective income tax
rate of 33.0% for the three months ended June 30, 2004. Income tax expense totaled $26.4
million for the six months ended June 30, 2005, or an effective tax rate of 34.9% compared to $25.3
million or an effective tax rate of 33.2% for the six months ended June 30, 2004. The
effective income tax rate was lower in 2004 due to the resolution of certain prior
years income tax matters.

22

---

Changes in Financial
Condition

Total
assets of the Company were $10.06 billion at June 30, 2005, an increase of $377.8 million,
or 3.9% from $9.68 billion at December 31, 2004. This increase has been driven by an
increase in loans receivable and mortgage-backed securities, partially offset by
additional redemptions of FHLB stock. Loans receivable increased despite the sale of
$104.0 million of equity line of credit balances during the current six
month period and
$37.2 million of 15-year fixed-rate loans that were swapped into mortgage-backed
securities classified as held to maturity. The continued growth in deposits and increased
borrowings funded the increase in assets.

|                                              | June 30,
2005 | December 31,
2004 | Amount
Increase/
(Decrease) | Percentage
Increase/
(Decrease)
|--------------------------------------------- | ------------- | ----------------- | --------------------------- | -------------------------------
|
|Assets:                                       |               |                   |                             |                                
|Cash and cash equivalents                     |               |                   | $                           | 220,335                        
|Investment securities available for sale      |               |                   |                             | 431,420                        
|                                              |               |                   |                             |                                
|Stock in FHLB of Chicago                      |               |                   |                             | 203,916                        
|Mortgage-backed securities available for sale |               |                   |                             | 1,180,546                      
|                                              |               |                   |                             |                                
|Mortgage-backed securities held to maturity   |               |                   |                             | 264,219                        
|Loans receivable, net                         |               |                   |                             | 7,015,022                      
|Goodwill and intangibles                      |               |                   |                             | 341,783                        
|Other                                         |               |                   |                             | 401,962                        
|                                              |               |                   |                             |                                
|Total Assets                                  |               |                   | $                           | 10,059,203                     
|                                              |               |                   |                             |                                
|Liabilities and Equity:                       |               |                  
|Deposits                                      |               |                   | $                           | 6,110,080                      
|Borrowed funds and junior subordinated debt   |               |                   |                             | 2,771,244                      
|Other liabilities                             |               |                   |                             | 227,622                        
|Total Liabilities                             |               |                   |                             | 9,108,946                      
|Stockholders' equity                          |               |                   |                             | 950,257                        
|                                              |               |                   |                             |                                
|Total Liabilities and Equity                  |               |                   | $                           | 10,059,203                     
|                                              |               |                   |                             |                                

Loans Receivable.The
following table sets forth the composition of the Bank's loan portfolio by loan type at
the dates indicated.

|                            | At
|--------------------------- | --
|
|
|One- to four-family         |   
|Equity lines of credit      |   
|Home equity loans           |   
|Multi-family                |   
|Commercial real estate      |   
|Construction                |   
|Land                        |   
|Consumer loans              |   
|Commercial business loans   |   
|                            |   
|Total loans receivable, net |   
|                            |   

23

---

Deposits.The
following table sets forth the composition of the deposits by type at June 30,
2005 and December 31, 2004:

|                              | June 30, 2005 | December 31, 2004
|----------------------------- | ------------- | -----------------
|
|
|Commercial checking           |               |                  
|Non-interest bearing checking |               |                  
|Interest-bearing checking     |               |                  
|Commercial money market       |               |                  
|Money market                  |               |                  
|Passbook                      |               |                  
|                              |               |                  
|                              |               |                  
|                              |               |                  
|Certificates of deposit       |               |                  
|                              |               |                  
|Unamortized premium           |               |                  
|                              |               |                  
|Total deposits                |               |                  
|                              |               |                  

At
June 30, 2005, the Bank had $275.2 million of certificates of deposit at an average rate
of 2.68% with original maturities of 13 to 23 months, which contain a one-time option for
the owner to increase the interest rate to current rates.

Borrowed Funds.The
following is a summary of the Company's borrowed funds at June 30, 2005 and December 31,
2004:

|                                 | June 30, 2005 | December 31, 2004
|-------------------------------- | ------------- | -----------------
|
|
|Federal Home Loan Bank advances: |               |                  
|Fixed rate                       |               |                  
|Floating rate                    |               |                  
|                                 |               |                  
|Total FHLB advances              |               |                  
|Reverse repurchase agreements    |               |                  
|Other borrowings                 |               |                  
|Unsecured term loan              |               |                  
|Unsecured line of credit         |               |                  
|Unamortized premium              |               |                  
|                                 |               |                  
|Total borrowed funds             |               |                  
|                                 |               |                  

Included
in FHLB of Chicago advances at June 30, 2005 are $340.0 million of fixed-rate advances
with original scheduled maturities of 5 to 10 years, which mature beyond 2005 and are
putable at the discretion of the FHLB of Chicago as follows: $265.0 million at 4.81% in
2005, $75.0 million at 2.94% in 2006. The average term to maturity on these advances is 43
months, while the average term to put is five months. At inception, the Bank received a
lower interest rate on such advances than on similar termed non-putable advances, in
return for granting the FHLB of Chicago the option to put the advances prior to their
final maturity. If put, the FHLB of Chicago will provide replacement funding, should the
Bank want or need to refinance the borrowing, at the then prevailing market rate of
interest for the remaining term to maturity of the advances, subject to standard terms and
conditions. Of the FHLB advances we had outstanding at June 30, 2005, we currently expect
$50.0 million (with an average rate of 2.52%) to be put back to us during the remainder of
2005 and $75 million (with an average rate of 2.94%) to be put back to us during 2006.

At
June 30, 2005, reverse repurchase agreements totaled $400.0 million and are floating rate
with remaining terms to maturity ranging from nine months to five years. The interest rate
on $250.0 million of these agreements is tied to the prime rate and ranges from prime
minus 275 basis points to prime minus 280 basis points. The remaining $150.0 million have
interest rates ranging from three-month LIBOR minus 50 basis points to three-month LIBOR
minus 75 basis points. The LIBOR-based repurchase agreements are putable at the discretion
of the lender quarterly at various dates in 2006 and 2007.

Junior Subordinated Debt.We formed a
special purpose finance subsidiary which issued $30 million in trust preferred securities
on April 15, 2005. The trust preferred securities mature in 30 years and are callable at
par in five years at the Companys option. The Company will pay interest on the
indebtedness at 3 month LIBOR plus 1.75%, resetting quarterly. The proceeds were used to
repay amounts drawn on the Companys existing

24

---

$55 million line of credit, which
remains available for general corporate purposes, including the Companys stock
repurchase program.

Subsequent to June 30, 2005, we formed another special purpose subsidiary,
and the subsidiary issued $35 million in trust preferred securities on August 4, 2005.
The trust preferred securities mature in 30 years and are callable at par in five years at the
Company's option. The Company will pay interest on the indebtedness at 3 month LIBOR plus 1.40%
resetting quarterly. The proceeds will be used to repay amounts drawn on the Company's existing $55 million
line of credit and general corporate purposes.

Stockholders Equity.On
February 1, 2005, our Gain Deferral Plan was terminated and the remaining shares were
distributed to the two plan participants upon termination of the Plan with a net effect to
stockholders equity of ($8,000). See Liquidity and Capital Resources for
a further discussion of shares repurchased and cash dividends paid also affecting
stockholders equity. Stockholders equity was also impacted by the $3.9 million
decline in the fair value of the Companys available for sale securities portfolio
resulting from the continued increase in short-term interest rates during the quarter.

Asset Quality

Non-Performing
Assets.The Bank ceases the accrual of interest when, based on current information and
events, it is probable that the Bank will be unable to collect all amounts due according
to the contractual terms of the loan. Generally, when a loan is 91 days or more past due,
in the process of foreclosure, or in bankruptcy, or when collectibility is otherwise in
doubt, the full amount of previously accrued but unpaidinterest on non-accrual loans is
deducted from interest income. Income is subsequently recorded to the extent cash payments
are received, or at the time when the loan is brought current in accordance with its
original terms. This policy is applied consistently for all types of loans in the
Banks loan portfolio. Additionally, the Bank considers the classification of
investment securities, should they show signs of deteriorating quality.

The
following table sets forth information regarding non-accrual loans, non-accrual investment
securities, when applicable, and foreclosed real estate of the Bank at the dates shown.

|                                            | At
|------------------------------------------- | --
|
|
|Non-accrual loans:                          |   
|One- to four-family                         |   
|Equity lines of credit                      |   
|Home equity loans                           |   
|Multi-family                                |   
|Commercial real estate                      |   
|Consumer loans                              |   
|Commercial business loans                   |   
|                                            |   
|Total                                       |   
|                                            |   
|Non-performing loans to total loans         |   
|                                            |   
|Foreclosed real estate, net of reserves:    |   
|One- to four-family                         |   
|                                            |   
|Total non-performing assets                 |   
|                                            |   
|Total non-performing assets to total assets |   
|                                            |   

Non-performing
loans were $30.5 million, or .44% of total loans receivable at June 30, 2005, compared to
$31.5 million, or .46% of loans receivable at December 31, 2004, and $28.9 million, or
..43% of total loans receivable at June 30, 2004. The increase of $1.6 million for total
non-accruing loans at June 2005 compared to June 2004 was comprised primarily of a $2.9
million increase for equity lines of credit offset by a $721,000 decrease for multi-family
loans and a decrease in commercial business loans of $479,000. In our loan portfolio, the
equity lines of credit and equity loans have shown growth of $218.4 million or 19% since
June 2004, accounting for most of the increase in our non-performing totals, as this
portfolio continues to grow in size. Non-performing assets were $30.9 million or .31% of
total assets at June 30, 2005, compared to $33.0 million or .34% of total assets at
December 31, 2004, and $31.2 million or .33% of total assets at June 30, 2004.

For
the quarter ended June 30, 2005, interest on non-accrual loans that would have been
recorded as income, had they been performing according to their original terms, amounted
to $461,000, compared to $482,000 for the three months ended June 30, 2004. For the six
months ended June 30, 2005, interest on non-accrual loans that would have been recorded as
income, had they been performing according to their original terms, amounted to $862,000,
compared to $882,000 for the six months ended June 30, 2004.

Non-Performing
Residential Loans.Ratios for loans secured by one-to four-family residential properties
were as follows at the dates shown:

25

---

|                                                             | June 30,
2005 | December 31, 2004 | June
30, 2004
|------------------------------------------------------------ | ------------- | ----------------- | -------------
|One- to four-family loans as a percentage of total loans     |               |                   |              
|Non-performing one- to four-family loans as a percentage of  |               |                  
|total non-performing loans                                   |               |                   |              
|Percentage of non-performing one- to four-family loans with  |               |                  
|private mortgage insurance or other guarantees               |               |                   |              
|Average loan-to-value of non-performing one- to four-family  |               |                  
|loans without private mortgage insurance or other guarantees |               |                   |              

Classified
Assets.The federal regulators have adopted a classification system for problem assets of
insured institutions. Under this classification system, problem assets of insured
institutions are classified as substandard, doubtful or
loss. In addition, a special mention category consists of assets,
which currently do not expose the Company to a sufficient degree of risk to warrant
classification, but do possess deficiencies or other characteristics deserving
managements close attention.

In
connection with the filing of its periodic reports with the OTS, the Bank regularly
reviews the problem assets in its portfolio to determine whether any loans or investments
require classification in accordance with applicable regulations. At June 30, 2005 and
December 31, 2004 all of the Banks non-performing loans were classified as substandard. In
addition, at June 30, 2005, the Bank had classified $3.7 million of multi-family loans and
$26.0 million of commercial loans as substandard for regulatory purposes that were still
accruing interest. The Bank also had $1.2 million of commercial loans classified as
doubtful of which $7,000 was non-accrual and the remaining were still accruing interest.
Special mention loans at June 30, 2005 and December 31, 2004 totaled $13.0 million and
$10.2 million, respectively.

Allowance for Loan Losses

Activity
in the allowance for loan losses is summarized in the following table for the three and
six months ended June 30, 2005 and 2004.

|                               | Three Months Ended June 30, | Six Months Ended June 30,
|------------------------------ | --------------------------- | -------------------------
|
|
|Balance at beginning of period |                             |                          
|Provision for loan losses      |                             |                          
|Charge-offs                    |                             |                          
|Recoveries                     |                             |                          
|                               |                             |                          
|Balance at end of period       |                             |                          
|                               |                             |                          

The
allowance for loan losses to total loans at June 30, 2005 and December 31, 2004 was .53%.
The allowance for loan losses to non-performing loans increased to 119.59% at June 30,
2005, from 115.18% at December 31, 2004, reflecting the decline in non-performing loans.
Management believes the allowance for loan losses is adequate at June 30, 2005.

Liquidity and Capital
Resources

We
manage liquidity and capital resources to provide funds necessary for
holding company debt service on borrowings, cash dividends to stockholders, funding for
our land development operation, and planned repurchases of common stock. Our major sources
of funds are dividends from the Bank access to the capital markets, which are subject to regulatory limitations, and to
a lesser extent, cash flow from our land development operation. Additionally, we maintain
a $55 million unsecured line of credit with a Chicago-based commercial bank under which we
had $25 million available at June 30, 2005.

During
the three and six months ended June 30, 2005, our holding company's principal uses of funds
were cash dividends paid to our shareholders and stock repurchases. During the current three month
period, we repurchased 698,500 shares of our common stock at an average price of
$41.56 per share, for a total of $29.0 million, and we declared common stock dividends of
$.23 per share, for a total of $7.4 million. For the six month period ending June 30,
2004, we repurchased 1.3 million shares of its common stock at an average price
of $42.33 for a total of $56.8 million, and we declared common stock dividends of $.46 per
share, for a total of $14.9 million.

The
principal sources of funds at the Bank are deposits, advances from the FHLB of Chicago and
other borrowings, principal repayments on loans and mortgage-backed securities, proceeds
from the sale of loans, and funds provided by operations. While scheduled loan and
mortgage-backed securities amortization and

26

---

maturing investment securities are a
relatively predictable source of funds, deposit flows as well as loan and mortgage-backed
securities prepayments are greatly influenced by economic conditions, the general level of
interest rates and competition. Decisions to sell investment securities and other assets
are also generally market driven, although we may at times sell these assets for
asset/liability management purposes or as a source of liquidity.

We
utilizes particular sources of funds at the Bank based on comparative costs and availability. We
generally manage the pricing of its deposits to maintain a steady to increasing
deposit portfolio in the aggregate, but from time to time we may decided
not to pay rates on deposits as high as competition. When necessary, we supplement our deposit funding with
longer term and/or other alternative sources of funds such as FHLB advances and other
borrowings. We currently expect that due to increased competition for deposits in
our markets, we may increasingly rely on higher cost wholesale borrowings.

Since mid 2004,
we have takens steps to reduce our investment of FHLB of Chicago
(FHLBC) to more moderate levels. At June 30,
2005, the balance is $203.9 million of which $91.9 million is in
excess of the minimum investment required as collateral for our FHLB borrowings as of that
date. During the three months ended June 30, 2005, we redeemed $30.0 million in
stock, bringing our total redemptions year to date to $75.0 million. A significant portion of the
excess investment resulted from the Fidelity and St. Francis acquisitions in 2003, as they
maintained investments in excess of their required minimums due to the high rate of
dividends being paid by the FHLBC. We may, at the FHLBCs discretion, redeem at
par any capital stock greater than our required investment or sell it to other FHLBC
members. We monitor the financial results and interest rate risk position of the
FHLBC on a quarterly basis. We plan to continue reducing our investment in 2005.

Outstanding loan
commitments totaled $887.7 million at June 30, 2005, compared to $650.4 million at
December 31, 2004. At June 30, 2005, we believe we have sufficient cash to
fund our outstanding commitments or will be able to obtain the necessary funds from
outside sources to meet our cash requirements under these commitments. At June 30, 2005, we had $13.3
million of credit risk related to loans sold to the MPF program with recourse provisions,
$36.9 million of credit risk related to loans sold with recourse to other investors and
approximately $28.3 million of credit risk related to loans with private mortgage
insurance in force.

The
following table lists the commitments and contingencies of the Company and the Bank as of
June 30, 2005:

|                                         | Total | Less
than
1 Year | 1 to
3
Years | 3 to
5
Years | After
5 Years
|---------------------------------------- | ----- | ---------------- | ------------ | ------------ | -------------
|
|One- to four-family and multi-family     |       |                  |              |              |              
|mortgage commitments                     |       |                  | $            | 721,729      |              
|Equity line and equity loan commitments  |       |                  |              | 103,354      |              
|Unused portion of equity lines of credit |       |                  |              | 1,065,421    |              
|Commercial business lines                |       |                  |              | 312,609      |              
|Letters of credit(1)                     |       |                  |              | 76,844       |              
|Commercial business loan commitments     |       |                  |              | 62,626       |              
|Contingent liability under recourse      |       |                 
|provisions(2)                            |       |                  |              | 65,247       |              
|                                         |       |                  |              |              |              
|Total                                    |       |                  | $            | 2,407,830    |              
|                                         |       |                  |              |              |              

---

|(1) | Letters of credit include $8.5 million related to land development projects.
|--- | ----------------------------------------------------------------------------

|(2) | Amounts
are shown based on time to maturity for amounts if used. Reflects           the maximum
amount of
potential liability for credit losses at June 30, 2005 that we have retained relating to
an aggregate $928.9 million of one- to four-family loans. We have either sold the loans to
investors with recourse or have assumed a layer of credit risk through private mortgage
insurance in force in the Banks captive reinsurance subsidiary and have a contingent
liability under these provisions of $65.2 million. Our loss experience to date under such
recourse provisions has been immaterial.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Asset/Liability Management

As
part of our normal operations, we are subject to interest-rate risk on the
interest-sensitive assets we invest in and the interest-sensitive liabilities we borrow.
Managment reviews our exposure to interest rate risk quarterly with our
asset/liability management committee (ALCO) of the Board of
Directors of the Company. The ALCO monitors the rate and sensitivity repricing
characteristics of the individual asset and liability portfolios the Bank maintains and
oversees risk management strategies.

27

---

We
use interest rate sensitivity gap analysis to monitor the relationship of
maturing or repricing interest-earning assets and interest-bearing liabilities, while
maintaining an acceptable interest rate spread. Interest rate sensitivity gap is defined
as the difference between the amount of interest-earning assets maturing or repricing
within a specific period of time and the amount of interest-bearing liabilities maturing
or repricing within that same period of time, and is usually analyzed at a period of one
year. Generally, a positive gap, where more interest-earning assets are repricing or
maturing than interest-bearing liabilities, would tend to result in a reduction in net
interest income in a period of falling interest rates. Conversely, during a period of
rising interest rates, a positive gap would likely result in an improvement in net
interest income. Our goal is to maintain a cumulative one-year gap within
the range of (15)% to 15%. The gap ratio fluctuates as a result of market conditions and
our decisions based on its expectation of future interest rate trends, as
well as the impact of the interest rate risk position of acquired institutions. Our
asset/liability management strategy emphasizes the origination of one- to
four-family adjustable-rate and hybrid ARM loans as well as other loans which have shorter terms to maturity or
reprice more frequently than fixed-rate mortgage loans in our portfolio.
Historically, we have generally
sold our conforming long-term fixed-rate loan originations in the secondary market in
order to improve and maintain our interest rate sensitivity levels.

The
Bank, except as noted below, has not used derivative financial instruments such as
interest rate swaps, caps, floors, options or similar financial instruments to manage its
interest rate risk. However, in conjunction with its origination and sale strategy
discussed above, management does hedge the Banks exposure to interest rate risk
primarily by committing to sell fixed-rate mortgage loans for future delivery. Under these
commitments, the Bank agrees to sell fixed-rate mortgage loans at a specified price and at
a specified future date. The sale of fixed-rate mortgage loans for future delivery has
enabled the Bank to continue to originate new mortgage loans, and to generate gains on
sale of these loans as well as loan servicing fee income, while maintaining its gap ratio
within the parameters discussed above. Most of these forward sale commitments are
conducted with Fannie Mae, Freddie Mac and the MPF with respect to loans that conform to
the requirements of these government agencies. The forward commitment of mortgage loans
presents a risk to the Bank if the Bank is not able to deliver the mortgage loans by the
commitment expiration date. If this should occur, the Bank would be required to pay a fee
to the buyer. The Bank attempts to mitigate this risk by charging potential retail
borrowers a 1% fee to fix the interest rate. The Bank also estimates a percentage of
fallout when determining the amount of forward commitments to enter into.

The
table on the next page sets forth the scheduled repricing or maturity of the Banks
assets and liabilities at June 30, 2005 and managements assumptions regarding
prepayment percentages on loans and mortgage-backed securities, based on its current
experience in these portfolios. The Bank uses the withdrawal assumptions used by the OTS
with respect to interest-bearing and non-interest bearing checking and passbook accounts,
which are 17.0%, 17.0%, 17.0%, 16.0%, and 33.0%, respectively, although they are
considered conservative by the ALCO. Fixed rate investment securities and borrowings that
contain call or put provisions are generally shown in the category relating to their
respective final maturities or expected put or call option being exercised. However, $20.7
million of investments with final maturities averaging 39 months, but callable in six
months or less are categorized in the six months or less category, and $60.6 million of
investment securities with final maturities averaging 34 months, but callable in six
months to one-year are categorized in the six-months to one-year category in anticipation
of their calls. At June 30, 2005, $50.0 million of putable FHLB advances with maturities of 3 to 5
years are categorized in the less than six months category because the put option is expected to be
exercised, and of $75.0 million of putable advances with maturities greater than 5 years, $25.0
million was classified in six to twelve months and $50.0 million was classified in one to three
years because the put options are expected to be exercised.

The
effect of these assumptions is to quantify the dollar amount of items that are
interest-sensitive and may be repriced within each of the periods specified. Certain
shortcomings are inherent in using gap analysis to quantify exposure to interest rate
risk. For example, although certain assets and liabilities may have similar maturities or
repricings in the table, they may react differently to actual changes in market interest
rates. The interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types may lag
behind changes in market rates. This is especially true in circumstances where management
has a certain amount of control over interest rates, such as the pricing of deposits.
Additionally, certain assets such as hybrid adjustable-rate mortgage loans have features
that restrict changes in interest rates on a short-term basis and over the life of the
asset. Finally, as interest rates change, actual loan prepayment rates may differ
significantly from those rates assumed by management for presentation purposes in the
table.

Though
management believes that its asset/liability management strategies help to mitigate the
potential negative effects of changes in interest rates on the Banks operations, a
decrease in long term interest rates in the near term may adversely affect the Banks
operations because prepayments on higher-yielding mortgage-related assets would likely
accelerate and would be reinvested at lower rates. Conversely, increases in long-term
interest rates could benefit the Banks operation primarily due to a slowing of
prepayments on higher

28

---

yielding loans receivable and mortgage-backed securities and rates
adjusting upward and new loans would be originated at higher rates, although the higher
rates may also dampen the level of new originations.

|                                   | At June 30, 2005
|---------------------------------- | ----------------
|
|
|Interest-earning assets:           |                 
|Loans receivable held for sale     |                 
|Loans receivable                   |                 
|Mortgage-backed securities         |                 
|Investment securities              |                 
|available for sale                 |                 
|Stock in FHLB of Chicago           |                 
|Interest-bearing deposits          |                 
|Federal funds sold                 |                 
|                                   |                 
|Total interest-earning assets      |                 
|Impact of hedging activities(1)    |                 
|                                   |                 
|Total net interest-earning         |                 
|assets, adjusted for               |                 
|impact of hedging activities       |                 
|Interest-bearing liabilities:      |                 
|Interest-bearing checking          |                 
|accounts                           |                 
|Money market accounts              |                 
|Passbook accounts                  |                 
|Certificate accounts               |                 
|FHLB advances                      |                 
|Other borrowings                   |                 
|                                   |                 
|Total interest-bearing liabilities |                 
|                                   |                 
|Interest sensitivity gap           |                 
|                                   |                 
|Cumulative gap                     |                 
|                                   |                 
|Cumulative gap as a percentage     |                 
|of total assets                    |                 
|Cumulative net interest-earning    |                 
|assets as a percentage of          |                 
|interest-bearing liabilities .     |                 
|At December 31, 2004               |                 
|Cumulative gap                     |                 
|Cumulative gap as a percentage     |                 
|of total assets                    |                 
|Cumulative net interest-earning    |                 
|assets as a percentage of          |                 
|interest-bearing liabilities       |                 

---

|(1) | Represents
forward commitments to sell mortgage loans.
|--- | ------------------------------------------------------

Since
December 31, 2004, our cumulative one-year gap has extended to a (7.96)% from (3.98)%. The
sale of $104.0 million of floating rate equity lines of credit, the redemption of $75
million of stock in FHLB of Chicago, as well as a large increase in money market accounts
during the first six months directly impacted the
negative gap position. We expect to address this recent trend as we continue to implement
asset/liability strategies during 2005, including continued expansion of home equity lines
of credit, origination of short-term hybrid arms, and use of additional fixed-rate
certificates of deposit and term wholesale borrowings.

Regulatory Capital.The Bank is
subject to regulatory capital requirements under the rules of the Office of Thrift
Supervision (OTS). Failure to meet minimum capital requirements can initiate
certain mandatory, and possibly additional discretionary, actions by regulators, which
could have a material impact on the Banks financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, the Bank
must maintain capital amounts in excess of specified minimum ratios based on quantitative
measures of the Banks assets, liabilities, and certain off-balance sheet items as
calculated under regulatory accounting practices.

Quantitative
measures established by the OTS to ensure capital adequacy require the Bank to maintain
minimum amounts and ratios (as set forth in the table below) of three capital
requirements: a tangible capital (as defined in the regulations) to adjusted total assets
ratio, a core capital (as defined) to adjusted total assets ratio, and a risk-based
capital (as defined) to total risk-weighted assets ratio. At June 30, 2005, the Bank exceeded all
minimum regulatory capital ratios to be considered well-capitalized.

The
Banks actual capital amounts and ratios, as well as minimum amounts and ratios
required for capital adequacy and prompt corrective action provisions are presented on the next page:

29

---

|                                        | Actual | For Capital
Adequacy
Purposes | To Be Well
Capitalized
Under Prompt
Corrective
Action
Provisions
|--------------------------------------- | ------ | ----------------------------- | ----------------------------------------------------------------
|
|
|At June 30, 2005:                       |        |                               |                                                                 
|Tangible capital (to total assets)      |        |                               | $                                                               
|Core capital (to total assets)          |        |                               |                                                                 
|Total capital (to risk-weighted assets) |        |                               |                                                                 
|Core capital (to risk-weighted assets)  |        |                               |                                                                 
|At December 31, 2004:                   |        |                              
|Tangible capital (to total assets)      |        |                               | $                                                               
|Core capital (to total assets)          |        |                               |                                                                 
|Total capital (to risk-weighted assets) |        |                               |                                                                 
|Core capital (to risk-weighted assets)  |        |                               |                                                                 

A
reconciliation of consolidated stockholders equity of the Bank for financial
reporting purposes to capital considered for purposes of meeting regulatory capital
requirements is as follows:

|                                                                | June 30, 2005 | December 31, 2004
|--------------------------------------------------------------- | ------------- | -----------------
|
|Stockholder's equity of the Bank                                |               |                  
|Goodwill and core deposit intangibles                           |               |                  
|Non-permissible subsidiary deduction                            |               |                  
|Non-includable mortgage servicing rights                        |               |                  
|Regulatory capital adjustment for available for sale securities |               |                  
|                                                                |               |                  
|Tangible and core capital                                       |               |                  
|Recourse on loan sales                                          |               |                  
|Allowance for loan losses                                       |               |                  
|                                                                |               |                  
|Total capital                                                   |               |                  
|                                                                |               |                  

Item 3. Quantitative and
Qualitative Disclosures About Market Risk

A
quantitative and qualitative analysis about market risk is included in the Companys
December 31, 2004 Form 10-K. There have been no material changes in the assumptions used
or in the results of market risk analysis as of June 30, 2005 since December 31, 2004. See
Asset/Liability Management in Item 2, for a further discussion of the
Companys interest rate sensitivity gap analysis.

Item 4. Controls and
Procedures

As
of June 30, 2005, our Chief Executive Officer and Chief Financial Officer carried out an
evaluation under their supervision, with the participation of other members of management
as they deemed appropriate, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as contemplated by Rule 13a-15(e) under
the Securities Exchange Act of 1934. Based upon, and as of the date of that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures are effective, in all material respects, in timely
alerting them to material information relating to the Company (and its consolidated
subsidiaries) and in ensuring that information required to be included in the periodic
reports the Company files or submits to the SEC under the Securities Exchange Act is
recorded, processed, summarized and reported as required.

There
has been no change in our internal control over financial reporting during the second
quarter of 2005 that has materially affected or is reasonably likely to materially affect
our internal control over financial reporting.

Part II  Other
Information

Item 1. Legal
Proceedings. Not applicable.

Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.

The
following table sets forth information in connection with purchases of the Companys
common stock made by, or on behalf of, the Company during the second quarter of 2005.

30

---

|Period                               | Total
Number
of Shares
Purchased(1) | Average
Price
Paid per
Share | Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs | Maximum Number
of Shares that
May Yet be
Purchased under
the Plans or
Programs(2)
|------------------------------------ | ----------------------------------- | ---------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|April 1, 2005 through April 30, 2005 |                                     |                              |                                                                                  | 169,000                                                                          
|May 1, 2005 through May 31, 2005     |                                     |                              |                                                                                  | 556,160                                                                          
|June 1, 2005 through June 30, 2005   |                                     |                              |                                                                                  | 1,777                                                                            
|Total                                |                                     |                              |                                                                                  | 726,937                                                                          
|                                     |                                     |                              |                                                                                  |                                                                                  

---

|(1) | The
table includes 28,437 shares that we surrendered to the Company in
          payment of option exercise price and does not include 8,965 shares that were
          surrendered in payment of withholding tax in connection with the exercise of
          related options during the quarter.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The
Companys Board of Directors approved the repurchase of up to 1.2           million
shares in January 2005. Unless earlier terminated by the Board of           Directors,
this program will expire when we have completed the repurchase of all           shares
authorized under the plan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 3. Defaults Upon
Senior Securities. Not applicable.

Item 4. Submission of Matters to a
Vote of Security Holders.

|(a) | The
Company held its Annual Meeting of Shareholders on April 27, 2005.
|--- | ----------------------------------------------------------------------

|(b) | The
names of each director elected at the Annual Meeting for three-year terms and the
       voting results are as follows:
|--- | ---------------------------------------------------------------------------------------------------------------------------

|                  | For | Withheld
|----------------- | --- | --------
|Robert J. Bowles  |     |         
|David C. Burba    |     |         
|Allen H. Koranda  |     |         
|Barbara L. Lamb   |     |         
|Edward W. Mentzer |     |         

| | The names
of the other directors, whose terms of office continued after the Annual Meeting, are as
follows:
| | -----------------------------------------------------------------------------------------------------------

|                    |  | 
|------------------- |  | 
|Terry A. Ekl        |  | 
|Kenneth R. Koranda  |  | 
|F. William Trescott |  | 
|Andrew J. Zych      |  | 

|(c) | In addition to the election of directorsreflected above, the following matter was voted upon
at the Annual Meeting. The number of affimative votes and negative votes cast is shown below.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | Ratification of the appointment of
KPMG LLP as the Company's independent auditors for the year ending        December 31, 2002:
|--- | -------------------------------------------------------------------------------------------------------------------------------

| | For        | Against | Abstain | Broker Non-Voted
| | ---------- | ------- | ------- | ----------------
| | 30,096,990 | 299,727 | 53,679  |                

31

---

Item 5. Other
Information. None.

Item 6. Exhibits.

|Exhibit | No.
2.     Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.
|------- | ---------------------------------------------------------------------------------------

| | Agreement and
Plan of Reorganization by and between MAF Bancorp, Inc., and EFC Bancorp, Inc. dated as
of June 29, 2005. (Incorporated by reference to Exhibit 2.1 to Registrant's Form 8-K (File
No. 0-18121) dated June 29, 2005).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exhibit | No.
3.     Certificate of Incorporation and By-laws.
|------- | ----------------------------------------------------

| | (i) | Restated Certificate of Incorporation. (Incorporated herein by reference to
               Exhibit 3.1 to Registrants Form 8-K (File No. 0-18121) dated December 19,
               2000.)
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Amended and Restated By-laws of Registrant. (Incorporated herein by reference to
               Exhibit No. 3 to Registrants Form 10-Q for the period ending June 30, 2003 (File No.
               0-18121).)
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exhibit | No.
4.1.          Certain instruments defining the rights of the holders of long-term debt of the Company and of a subsidiary,
involving a total amount of indebtedness not                    in excess of 10% of the total
assets of the Company and its subsidiaries on a consolidated basis, have not been
filed as Exhibits. The Company hereby                    agrees to furnish a copy of any of these agreements to the
Commission upon request.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exhibit | No.
31.1.         Certification of Chief Executive Officer.+
|------- | ------------------------------------------------------------

|Exhibit | No.
31.2.         Certification of Chief Financial Officer.+
|------- | ------------------------------------------------------------

|Exhibit | No.
32.1.         Certification of Chief Executive Officer and Chief Financial Officer
                                      pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-                     Oxley Act of 2002.+
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | +
Filed herewith.
| | -----------------

32

---

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.

| |                  
| | -----------------
| | MAF Bancorp, Inc.
| | (Registrant)     

|                              |               
|----------------------------- | --------------
|/s/ Allen H. Koranda          | August 8, 2005
|Allen H. Koranda              | (Date)        
|Chairman of the Board and     |               
|Chief Executive Officer       |               
|(Principal Executive Officer) |               

|                                     |               
|------------------------------------ | --------------
|/s/ Jerry A. Weberling               | August 8, 2005
|Jerry A. Weberling                   | (Date)        
|Executive Vice President and         |               
|Chief Financial Officer and Director |               
|(Principal Financial Officer)        |               

33

---

EXHIBIT INDEX

|Exhibit No.
2. |  | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.
|-------------- |  | ----------------------------------------------------------------------------

| |  | Agreement and
Plan of Reorganization by and between MAF Bancorp, Inc., and EFC Bancorp, Inc. dated as
of June 29, 2005.  (Incorporated by reference to Exhibit 2.1 to Registrant's Form 8-K
(File No. 0-18121) dated June 29, 2005).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exhibit No.
3. |  | Certificate of Incorporation and By-laws.
|-------------- |  | -----------------------------------------

| | (i) | Restated
Certificate of Incorporation.  (Incorporated herein by reference to Exhibit 3.1 to
Registrant's          Form 8-K (File No. 0-18121) dated December 19, 2000.)
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | Amended
and Restated By-laws of Registrant. (Incorporated herein by reference to Exhibit No. 3 to
         Registrant's Form 10-Q for the period ended June 30, 2003 (File No. 0-18121).)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exhibit No. 4.1. |  | Certain instruments defining the rights of the holders of long-term debt
of the                            Company and of a subsidiary, involving a total amount
of indebtedness not in excess of                            10% of the total assets of
the Company and its subsidiaries on a consolidated basis,                            have
not been filed as Exhibits. The Company hereby agrees to furnish a copy of any of
                           these agreements to the Commission upon request.
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exhibit No. 31.1. |  | Certification of Chief Executive Officer.+
|----------------- |  | ------------------------------------------

|Exhibit No.
31.2. |  | Certification of Chief Financial Officer.+
|----------------- |  | ------------------------------------------

|Exhibit No.
32.1. |  | Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18                            U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of                            2002.+
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | + | Filed herewith.
| | - | ---------------