---

---

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 March 31, 2007

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 check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Indicate by checkmark whether the
registrant is a shell company(as defined in Rule 12b-2 of the Act).

The number of shares of common stock
outstanding as of May 4, 2007: 32,948,388

---

---

TABLE OF CONTENTS

Page

|           |                                                                                       |   
|---------- | ------------------------------------------------------------------------------------- | --
|PART I.    | FINANCIAL INFORMATION                                                                 | 3 
|           |                                                                                       |   
|ITEM 1.    | FINANCIAL STATEMENTS                                                                  | 3 
|ITEM 2.    | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 14
|ITEM 3.    | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            | 32
|ITEM 4.    | CONTROLS AND PROCEDURES                                                               | 32
|           |                                                                                       |   
|PART II.   | OTHER INFORMATION                                                                     | 33
|           |                                                                                       |   
|ITEM 1.    | LEGAL PROCEEDINGS                                                                     | 33
|ITEM 1A.   | RISK FACTORS                                                                          | 33
|ITEM 2.    | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           | 33
|ITEM 3.    | DEFAULTS UPON SENIOR SECURITIES                                                       | 33
|ITEM 4.    | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   | 33
|ITEM 5.    | OTHER INFORMATION                                                                     | 33
|ITEM 6.    | EXHIBITS                                                                              | 33
|SIGNATURES |                                                                                       | 35

2

---

# Part I. Financial
Information

# Item 1. Financial Statements

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

|                                                                                                     | March 31,2007 | December 31,2006
|---------------------------------------------------------------------------------------------------- | ------------- | ----------------
|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 $199,305 and $205,620)                       |               |                 
|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                                                                          |               |                 
|Bank-owned life insurance                                                                            |               |                 
|Goodwill                                                                                             |               |                 
|Intangibles, net                                                                                     |               |                 
|Other assets                                                                                         |               |                 
|                                                                                                     |               |                 
|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; 34,499,494 and 34,499,494 shares issued; |               |                 
|32,929,638 and 32,066,721 shares outstanding                                                         |               |                 
|Additional paid-in capital                                                                           |               |                 
|Retained earnings, substantially restricted                                                          |               |                 
|Accumulated other comprehensive loss, net of tax                                                     |               |                 
|Treasury stock, at cost; 1,569,856 and 1,603,648 shares                                              |               |                 
|                                                                                                     |               |                 
|Total stockholders' equity                                                                           |               |                 
|                                                                                                     |               |                 
|Total liabilities and stockholders' equity                                                           |               |                 
|                                                                                                     |               |                 

See accompanying notes to unaudited consolidated
financial statements

3

---

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

|                                                         | Three Months Ended,March 31, | 
|-------------------------------------------------------- | ---------------------------- | 
|
|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                                           |                              | 
|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                                   |                              | 
|Deposit account service charges                          |                              | 
|Other loan fees                                          |                              | 
|Bank-owned life insurance                                |                              | 
|Brokerage and insurance commissions                      |                              | 
|Loan servicing fees                                      |                              | 
|Income from real estate operations                       |                              | 
|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                               |                              | 
|                                                         |                              | 
|Average common and common equivalent shares outstanding: |                              | 
|Basic                                                    |                              | 
|Diluted                                                  |                              | 
|Dividends declared per common share                      |                              | 
|                                                         |                              | 

See accompanying notes to unaudited consolidated
financial statements

4

---

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

|                                                    | Common
stock | Additional
paid-in
capital | Retained
earnings | Accumu-
lated other
compre-
hensive
income
(loss) | Treasury
stock | Total
|--------------------------------------------------- | ------------ | -------------------------- | ----------------- | ------------------------------------------------- | -------------- | -----
|Balance at December 31, 2005                        |              |                            | $                 | 336                                               |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Comprehensive income:                               |              |                           
|Net income                                          |              |                            |                   |                                                  |                |      
|Other comprehensive income, net of tax:             |              |                           
|Unrealized holding gain during the year             |              |                            |                   |                                                  |                |      
|Reclassification adjustment of losses               |              |                           
|included in net income                              |              |                            |                   |                                                  |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Total comprehensive income                          |              |                            |                   |                                                  |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Adjustment to initially apply SFAS No. 158, net of  |              |                           
|tax                                                 |              |                            |                   |                                                  |                |      
|Exercise of 460,196 stock options and reissuance of |              |                           
|treasury stock from option exercise and 7,842       |              |                           
|shares from restricted stock unit awards            |              |                            |                   | 1                                                 |                |      
|Issuance of 2,343,186 shares for the acquisition of |              |                           
|EFC Bancorp and the conversion of 168,690 EFC       |              |                           
|Bancorp stock options                               |              |                            |                   | 8                                                 |                |      
|Purchase of 1,917,379 shares of treasury stock      |              |                            |                   |                                                  |                |      
|Tax benefits from stock-related compensation        |              |                            |                   |                                                  |                |      
|Cash dividends declared, $1.00 per share            |              |                            |                   |                                                  |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Balance at December 31, 2006                        |              |                            | $                 | 345                                               |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Comprehensive income:                               |              |                           
|Net income                                          |              |                            |                   |                                                  |                |      
|Other comprehensive income, net of tax:             |              |                           
|Unrealized holding gain during the year             |              |                            |                   |                                                  |                |      
|Less: reclassification adjustment of gains          |              |                           
|included in net income                              |              |                            |                   |                                                  |                |      
|Amortization of SFAS 158 transition obligation,     |              |                           
|net of tax                                          |              |                            |                   |                                                  |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Total comprehensive income                          |              |                            |                   |                                                  |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Cumulative effect of adoption of FASB               |              |                           
|Interpretation No. 48 on January 1, 2007            |              |                            |                   |                                                  |                |      
|Exercise of 23,677 stock options and reissuance of  |              |                           
|treasury stock upon option exercises and vesting    |              |                           
|of 10,199 restricted stock units                    |              |                            |                   |                                                  |                |      
|Tax benefits from stock-related compensation.       |              |                            |                   |                                                  |                |      
|Cash dividends declared, $.27 per share             |              |                            |                   |                                                  |                |      
|                                                    |              |                            |                   |                                                   |                |      
|Balance at March 31, 2007                           |              |                            | $                 | 345                                               |                |      
|                                                    |              |                            |                   |                                                   |                |      

See accompanying notes to unaudited consolidated
financial statements

5

---

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

|                                                                                  | Three Months EndedMarch 31, | 
|--------------------------------------------------------------------------------- | --------------------------- | 
|
|Operating activities:                                                             |                             | 
|Net income                                                                        |                             | 
|Adjustments to reconcile net income to net cash provided by operating activities: |                             | 
|Amortization of premiums, discounts and deferred loan fees                        |                             | 
|Provision for loan losses                                                         |                             | 
|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 recovery of mortgage servicing rights, net                       |                             | 
|Depreciation and amortization                                                     |                             | 
|Amortization of core deposit intangibles                                          |                             | 
|Deferred income tax expense                                                       |                             | 
|(Increase) Decrease in accrued interest receivable                                |                             | 
|Increase in cash surrender value of bank-owned life insurance                     |                             | 
|Net decrease in other assets and liabilities, net of effects from acquisitions    |                             | 
|Tax benefit for stock options exercised                                           |                             | 
|Excess tax benefits realized on exercise of stock compensation                    |                             | 
|Loans originated and purchased for sale                                           |                             | 
|Sale of loans originated and purchased for sale                                   |                             | 
|                                                                                  |                             | 
|Net cash provided by 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                                          |                             | 
|Purchases of:                                                                     |                             | 
|Investment securities available for sale                                          |                             | 
|Mortgage-backed securities available for sale                                     |                             | 
|Real estate held for development or sale                                          |                             | 
|Premises and equipment                                                            |                             | 
|Cash paid for acquisitions, net of cash received                                  |                             | 
|                                                                                  |                             | 
|Net cash provided by investing activities                                         |                             | 
|                                                                                  |                             | 
|Financing Activities:                                                             |                             | 
|Proceeds from:                                                                    |                             | 
|FHLB of Chicago advances                                                          |                             | 
|Unsecured bank term loan                                                          |                             | 
|Unsecured line of credit                                                          |                             | 
|Reverse repurchase agreements                                                     |                             | 
|Repayments of:                                                                    |                             | 
|FHLB of Chicago advances                                                          |                             | 
|Reverse repurchase agreements                                                     |                             | 
|Net increase (decrease) in:                                                       |                             | 
|Deposits                                                                          |                             | 
|Other short-term borrowings                                                       |                             | 
|Advances by borrowers for taxes and insurance                                     |                             | 
|Proceeds from exercise of stock options                                           |                             | 
|Excess tax benefits realized on exercise of stock compensation                    |                             | 
|Purchase of treasury stock                                                        |                             | 
|Cash dividends paid                                                               |                             | 
|                                                                                  |                             | 
|Net cash used in financing activities                                             |                             | 
|                                                                                  |                             | 

(Continued)

6

---

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

|                                                                                            | Three Months EndedMarch 31, | 
|------------------------------------------------------------------------------------------- | --------------------------- | 
|
|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 (received) 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                                      |                             | 
|Treasury stock received for withholding tax liability related to stock option exercises and |                             | 
|restricted stock unit vesting (84 and 6,769 shares)                                         |                             | 
|Treasury stock received for stock option exercises (0 and 11,853 shares)                    |                             | 
|                                                                                            |                             | 
|Acquisition:                                                                                |                             | 
|Assets acquired                                                                             |                             | 
|Common stock issued                                                                         |                             | 
|                                                                                            |                             | 
|Cash paid                                                                                   |                             | 
|Cash acquired                                                                               |                             | 
|                                                                                            |                             | 
|Net cash paid for acquisitions                                                              |                             | 
|                                                                                            |                             | 

See accompanying notes to unaudited consolidated
financial statements

7

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (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, or GAAP, for complete financial statements. In our opinion, all
adjustments (consisting of only normal recurring accruals) necessary for a fair
presentation have been included. The results of operations for the three months ended
March 31, 2007 are not necessarily indicative of results that may be expected for the year
ending December 31, 2007.

The
consolidated financial statements include the accounts of MAF Bancorp, Inc., or Company,
Mid America Bank, fsb including subsidiaries, or Bank, and MAF Developments, Inc., or
MAFD, for the three month periods ended March 31, 2007 and 2006, and as of March 31, 2007,
and December 31, 2006. 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
amounts in the consolidated financial statements of prior periods have been reclassified
to conform with the current periods presentation. The statement of
changes in stockholders equity for the year ended December 31, 2006 included herein has been modified
from the presentation in the Companys Annual Report on Form 10-K/A. As modified, the
transition adjustment of $304,000, net of tax, related to the adoption of Statement of
Financial Accounting Standards (SFAS) No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans, (SFAS
158), is presented as a direct component of accumulated other comprehensive income (loss),
separate from comprehensive income. Management has determined that the effect on the statement of
changes in stockholders equity of this change in presentation was not material to
the 2006 consolidated financial statements taken as a whole.

# (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:

|                                             | For the Three Months Ended March 31, | 
|-------------------------------------------- | ------------------------------------ | 
|
|
|
|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                     |                                      | 
|                                             |                                      | 

# (5) Income Taxes

Adoption
of Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48), was effective January 1, 2007. Giving effect to our evaluation of
uncertain tax

8

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (Unaudited)

positions in accordance with FIN 48, the total amount of
unrecognized tax benefits (the aggregate tax effect of differences between tax return
positions and the benefits we recorded in our financial statements) at January 1, 2007 is
$10.0 million, ($10.3 million at March 31, 2007). The net effect on our income, if we were to recognize all of these
unrecognized tax benefits, is $6.4 million at January 1, 2007. The Company does not expect significant changes in unrecognized tax benefits within
the next 12 months.

The
Company recognizes interest and penalties that may be associated with unrecognized tax benefits in the
provision for income taxes. The amount of interest accrued as of the date we adopted FIN 48
(January 1, 2007) was $2.0 million ($2.1 million at March 31, 2007). No penalties have been accrued.

The
Company files income tax returns in the U.S. Federal, Illinois and Wisconsin
jurisdictions. Tax years that remain open and subject to examination by the U.S. Federal
authorities include years ending in 2003  2006. Tax years that remain open and
subject to audit in Illinois and Wisconsin include years ending in 1998  2006, and
2002-2006, respectively. The Company is currently being examined by the Illinois
Department of Revenue(IDR) for the tax years 1998-2003. As part of its audit of state income
tax returns for 1999-2001, the IDR issued
a proposed adjustment in January 2007 that reflected the disallowance of the real estate
investment trust dividends paid deduction for the years under
examination. The Company disagrees with the proposed IDR adjustment and is defending its
tax filing positions.

# (6) Goodwill and
Intangible Assets

Goodwill
has a net carrying amount of $386.5 million at March 31, 2007 and $388.0 million at
December 31, 2006. The decrease in goodwill of $1.5 million was due to a FIN 48 adjustment
recorded as of January 1, 2007. We evaluate goodwill for impairment at least annually. We
completed an evaluation as of May 31, 2006, and no impairment was deemed necessary as a
result of our analysis.

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

|                             | Core DepositIntangibles | MortgageServicingRights(1) | Total
|---------------------------- | ----------------------- | -------------------------- | -----
|
|Balance at December 31, 2006 |                         |                            | $    
|Additions                    |                         |                            |      
|Amortization expense         |                         |                            |      
|                             |                         |                            |      
|Balance at March 31, 2007    |                         |                            | $    
|                             |                         |                            |      

---

|(1) | The estimated fair values of mortgage servicing rights at March 31, 2007 and
          December 31, 2006 were $28.2 million and $25.3 million, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|                              | As of March 31, 2007 | As of December 31, 2006 |  
|----------------------------- | -------------------- | ----------------------- | -
|
|
|Core deposit intangibles      |                      |                         | $
|Mortgage servicing rights (1) |                      |                         |  
|                              |                      |                         |  
|Total                         |                      |                         | $
|                              |                      |                         |  

Amortization
expense for core deposit intangibles and mortgage servicing rights for the three months
ended March 31, 2007, and estimates for the nine months ending December 31, 2007, and five
years thereafter are as follows. Core deposit estimates are on an accelerated basis over
the estimated life of the core deposit asset and estimates for mortgage servicing rights
assume current prepayment speeds as of March 31, 2007.

9

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (Unaudited)

|                                             | CoreDepositIntangibles | MortgageServicingRights
|-------------------------------------------- | ---------------------- | -----------------------
|
|Aggregate amortization expense:              |                        |                        
|For the three months ended March 31, 2007    |                        |                        
|                                             |                        |                        
|Estimated amortization expense:              |                        |                        
|for the nine months 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        |                        |                        
|for the year ending December 31, 2011        |                        |                        
|for the year ending December 31, 2012        |                        |                        

# (7) Share-Based
Incentive Compensation

On
January 1, 2006, we adopted Statement of Financial Accounting Standards, or SFAS No.
123R, Share-Based Payments. SFAS No. 123R requires us to recognize
compensation expense in an amount equal to the fair value of all share-based payments. We
elected to apply SFAS 123R on a modified prospective method, which requires us to record
compensation expense for newly granted options and over the remaining vesting period for
previous awards that were fully or partially unvested as of the date of adoption of SFAS
No. 123R. Under the modified prospective method, the financial statements for prior
periods do not reflect any adjusted amounts. We utilize the Black-Scholes option-pricing
model to determine the grant date value of stock options.

The
MAF Bancorp Incentive Compensation Plan, or the Incentive Plan, was adopted in July 2003.
Under the Incentive Plan, a variety of different types of awards may be granted to
directors and employees, including stock options, stock appreciation rights, restricted
shares, performance shares, restricted and performance share units, cash awards, awards
under deferred compensation or similar plans, and other incentive awards. Stock options
have also been granted to employees and directors under prior stock option plans. Our
shareholders have approved all stock incentive plans. We generally issue treasury shares
to satisfy stock option exercises and upon vesting of RSUs, as available.

All
current outstanding stock options have been granted at an exercise price equal to or
greater than the fair market value of the underlying common stock at the date of grant,
and may be exercisable for up to 10 years.

In
connection with stock options exercised during the three months ended March 31, 2007, we
received $643,000 of cash from the exercise of the options. In addition, we realized
$156,000 in tax benefits from these exercises. Participants in the stock option plans
realized an intrinsic value of $421,000 from the exercise of these options during the
three months ended March 31, 2007.

We
have also granted restricted stock units, or RSUs, to employees and directors. An RSU
award entitles the recipient to receive a like number of shares of our stock on certain
designated vesting dates, assuming their employment/service is still active as of such
dates. RSUs granted to employees in 2006 vest over a 3-year period or 5-year period while
RSUs granted to non-employee directors in 2006 will vest on the day prior to the 2007
annual meeting of shareholders. RSUs granted to employees in years prior to 2006 vest
ratably over a three- to five-year period. We expense the fair value of RSUs, determined
as of the date of grant, ratably over the vesting period, or, in the case of RSUs granted
prior to 2006, over a shorter period to the recipients retirement eligibility age.
All RSUs become fully vested upon a change in control. RSU-related compensation expense
totaled $349,000 and $112,000 for the three-month periods ended March 31, 2007 and March
31, 2006, respectively.

SFAS
No. 123R requires that cash flows resulting from the realization of tax deductions in
excess of the compensation cost recognized (excess tax benefits) be classified in the
Consolidated Statement of Cash Flows as financing cash flows. While total cash flow
remains unchanged, this requirement reduced operating cash flows and increased financing
cash flows by the same amount in periods after adoption of SFAS No. 123R. Prior to the
adoption of 123R, the Company presented all tax benefits realized from the exercise of
stock options as operating cash flows.

10

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (Unaudited)

A
summary of activity under our share-based incentive plans for the three months ended March
31, 2007, is as follows:

|                                         | Number ofoptions | Weightedaverageexerciseprice | Weightedaverageremainingcontractualterm (in years) | Aggregateintrinsic value(1)(in thousands)
|---------------------------------------- | ---------------- | ---------------------------- | -------------------------------------------------- | -----------------------------------------
|Options outstanding at December 31, 2006 |                  |                              |                                                    | 3,077,015                                
|Plus:                                    |                  |                             
|Options granted                          |                  |                              |                                                    |                                         
|Less:                                    |                  |                             
|Options exercised                        |                  |                              |                                                    | (23,677                                  
|Options cancelled or expired             |                  |                              |                                                    | (2,250                                   
|                                         |                  |                              |                                                    |                                          
|Options outstanding at March 31, 2007    |                  |                              |                                                    | 3,051,088                                
|                                         |                  |                              |                                                    |                                          
|Options exercisable at March 31, 2007    |                  |                              |                                                    | 3,051,088                                
|                                         |                  |                              |                                                    |                                          
|                                         |                  |                              |                                                    |                                          
|                                         |                  |                              |                                                    |                                          

|                                      | Number ofRSUs | Weightedaveragegrant datefair value | Weightedaverageterm to vest(in years) | Aggregateintrinsic value(3)(in thousands)
|------------------------------------- | ------------- | ----------------------------------- | ------------------------------------- | -----------------------------------------
|RSUs outstanding at December 31, 2006 |               |                                     |                                       | 128,987                                  
|Plus: RSUs granted                    |               |                                     |                                       |                                         
|Less:                                 |               |                                    
|RSUs vested                           |               |                                     |                                       | (7,130                                   
|RSUs cancelled                        |               |                                     |                                       | (937                                     
|                                      |               |                                     |                                       |                                          
|RSUs outstanding at March 31, 2007(2) |               |                                     |                                       | 120,920                                  
|                                      |               |                                     |                                       |                                          

---

|(1) | Stock option intrinsic value represents the number of shares subject to
          options multiplied by the excess, if any, of the market price of the common
          stock underlying the options on the date shown over the weighted average
          exercise price.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The end of period RSU balance consists only of unvested shares.
|--- | ---------------------------------------------------------------

|(3) | RSU
intrinsic value represents the number of RSUs multiplied by the market price of the common
stock underlying the outstanding units at period end.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

There
are 78,824 shares available for grant of share-based awards under the Incentive Plan at
March 31, 2007.

# (8) Post-Retirement Plans

We
sponsor a supplemental executive retirement plan, or SERP, for the purpose of providing
certain retirement benefits to executive officers and other corporate officers approved by
the Board of Directors. We also sponsor a partially subsidized group long-term medical
plan for the purpose of providing certain directors and former employees and directors
with post-retirement medical benefits. The benefits under the SERP and long-term medical
plan are not pre-funded and there are no plan assets. Benefits are funded on a
pay-as-you-go basis. The group long-term medical plan was amended January 1, 2005, to
eliminate the retiree subsidy for future retiree participants effective January 1, 2006.
Employees who retired prior to 2006 are grandfathered and depending on years of service,
up to 40% of the premium and projected claim costs continue to be subsidized for each of
those participants.

The
components of the net periodic benefit cost of our post retirement plans are as follows:

|                                | For the Three Months Ended March 31, | 
|------------------------------- | ------------------------------------ | 
|
|
|
|Service cost                    |                                      | 
|Interest cost                   |                                      | 
|Expected benefit payments       |                                      | 
|Unrecognized prior-service cost |                                      | 
|Unrecognized net loss           |                                      | 
|                                |                                      | 
|Net periodic benefit cost       |                                      | 
|                                |                                      | 

11

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (Unaudited)

# (9) Commitments and
Contingencies

At
March 31, 2007, we had outstanding commitments to originate and fund loans of $497.6
million, including $221.0 million of fixed-rate loans and $220.7 million of primarily
hybrid adjustable-rate loans with primarily initial fixed-rate terms of 3, 5 or 7 years as
well as $55.9 million of home equity lines of credit. Prospective borrowers had locked the
interest rate on $99.0 million of these commitments, of which $51.2 million were
fixed-rate mortgage or home equity loans, with rates averaging 6.53%, and $47.8 million
were adjustable rate loans with rates averaging 7.03%. The interest rates on the remaining
commitments of $398.6 million float at current market rates. Included in the outstanding
commitments were $81.6 million of business banking loans. In addition, at March 31, 2007,
we had outstanding forward commitments to sell $114.2 million of mortgage and home equity
loans of which $85.1 million relate to loans held for sale and $29.1 million are unfunded
as of March 31, 2007.

At
March 31, 2007, we had outstanding standby letters of credit totaling $105.8 million,
including $14.0 million related to our land development projects. We 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
March 31, 2007, we had $16.9 million of credit risk related to loans sold to the Federal
Home Loan Bank Mortgage Partnership Finance Program, or MPF, $28.3 million of loans sold
with recourse to other investors, and approximately $17.6 million of credit risk related
to loans with private mortgage insurance in force in the Banks captive reinsurance
subsidiary. There are no expected losses and no recorded liabilities at March 31, 2007 for
such exposure.

# (10) Segment Information

We
utilize the management approach for segment reporting. This approach is based
on the way that we organize lines of business for making operating decisions and assessing
performance. Currently, we have 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 Real Estate Operations 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 March 31, | 
|-------------------------- | ---------------------------- | 
|
|
|
|Interest income            |                              | 
|Interest expense           |                              | 
|                           |                              | 
|Net interest income        |                              | 
|Provision for loan losses  |                              | 
|Non-interest income        |                              | 
|Non-interest expense       |                              | 
|Depreciation expense       |                              | 
|                           |                              | 
|Income before income taxes |                              | 
|Income tax expense         |                              | 
|                           |                              | 
|Net income                 |                              | 
|                           |                              | 
|Average assets             |                              | 
|                           |                              | 
|Total revenues             |                              | 
|                           |                              | 

# (11) Subsequent Event

On May 1, 2007, the Company announced that it had entered
into a definitive agreement with National City Corporation pursuant to which Natinal City will acquire MAF Bancorp, Inc.  Under the terms
of the agreement, MAF Bancorp, Inc. stockholders will receive a fixed price of $56 per share, subject to
certain adjustments, payable in National City common stock in a tax-free exchange.  The exchange ratio
will be based on the average closing price of the National City common stock for the 20 trading days
immediately preceding the date of Federal Reserve Board approval of the transaction.  Subject to
regulatory and MAF

12

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (Unaudited)

Bancorp, Inc. stockholder approvals, the transaction is currently expected to close
in the fourth quarter of 2007.

# (12) New Accounting
Pronouncements

The
Fair Value Option for Financial Assets and Financial Liabilities. In February 2007,
the Financial Accounting Standards Board, FASB, issued Statement of Financial Accounting
Standards, SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities, which permits entities to choose to measure financial instruments and
certain other items at fair value at specified election dates. Once adopted, fair value
measurements are applied prospectively and are irrevocable. Unrealized gains or losses
attributed to the fair value option are to be recognized in earnings at each subsequent
reporting date. This statement is effective as of the beginning of the first fiscal year
after November 15, 2007 with early adoption permitted if the entity also elects to adopt
SFAS No. 157, Fair Value Measurements. The Company does not expect the adoption of SFAS
No. 159 to have a material impact on our consolidated financial condition and results of operations.

Accounting
for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment
Split-Dollar Life Insurance Arrangements.In March 2007, the Emerging Issues Task
Force, or EITF, of FASB reached a consensus in EITF 06-10. This requires an employer to
measure the asset associated with collateral-assignment split-dollar life insurance based
on the arrangements terms and to record a liability for a post-retirement benefit if
the employer has agreed to maintain the employees life insurance policy during the
employees retirement or provide the employee with a death benefit. The consensus is
effective for fiscal years beginning after December 15, 2007 with early adoption permitted
as of the beginning of the fiscal year. The Company will evaluate its life insurance
policies for such arrangements and does not expect this will have a material effect on our
consolidated financial condition and results of operations.

Fair
Value Measurements.In September 2006, FASB issued SFAS No. 157,Fair
Value Measurements,establishes a framework for measuring fair value, and
expands disclosures about fair value measurements required under the accounting
pronouncements, but does not change existing guidance as to whether or not an instrument
is carried at fair value. Additionally, it establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. SFAS No. 157 is effective
for financial statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. Earlier application is encouraged, provided
that the reporting entity has not yet issued financial statements for fiscal year,
including financial statements for an interim period within the fiscal year. We are
currently evaluating the impact, if any, that SFAS No. 157 will have on our financial
condition and results of operations.

Accounting
for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar
Life Insurance Arrangements. In September 2006, FASB ratified the consensus reached by
the EITF in Issue No. 06-4 Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. EITF 06-4
requires companies with split-dollar life insurance policies that provide a benefit to an
employee that extends to post retirement periods to recognize a liability for future
benefits based on the substantive agreement with the employee. Recognition should be in
accordance with FASB Statement No. 106, Employers Accounting for Retirement
Benefits Other Than Pensions or APB Opinion No. 12, Omnibus Opinion 
1967, depending on whether a substantive plan is deemed to exist. Companies are
permitted to recognize the effects of applying the consensus through either (1) a change
in accounting principle through a cumulative-effect adjustment to retained earnings or to
other components of equity or net assets as of the beginning of the year of adoption or
(2) a change in accounting principle through retrospective application to all prior
periods. EITF 06-4 will be effective for fiscal years beginning after December 15, 2007,
with early adoption permitted. We are currently evaluating the impact, if any, that EITF 06-4 will
have on our consolidated financial condition and results of operations.

Accounting
for Purchases of Life Insurance-Determining the Amount That Could Be Realized in
Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life
Insurance. In September 2006, FASB ratified the consensus reached by the EITF, in
Issue No. 06-5. Accounting for Purchases of Life Insurance-Determining the Amount
That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for
Purchases of Life Insurance. EITF 06-5 concluded that companies purchasing a life
insurance policy including COLI or BOLI should record the amount that could be

13

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (Unaudited)

realized,
considering any additional amounts beyond cash surrender value included in the contractual
terms of the policy. The amount that could be realized should be based on assumed
surrender at the individual policy or certificate level, unless all policies or
certificates are required to be surrendered as a group. When it is probable that
contractual restrictions would limit the amount that could be realized, such contractual
limitations should be considered and any amounts recoverable at the insurance
companys discretion should be excluded from the amount that could be realized.
Companies are permitted to recognize the effects of applying the consensus through either
(1) a change in accounting principle through a cumulative-effect adjustment to retained
earnings or to other components of equity or net assets as of the beginning of the year of
adoption or (2) a change in accounting principle through retrospective application to all
prior periods. EITF 06-5 will be effective for fiscal years beginning after December 15,
2006. We adopted EITF 06-5 in January 2007 with no material impact on our consolidated
financial condition and results of operations.

Accounting
for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109.On
January 1, 2007, we adopted Financial Accounting Standards Board Interpretation 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 provides guidance on the
measurement, recognition, and disclosure of tax positions taken or expected to be taken in
a tax return. The Interpretation also provides guidance on derecognition, classification,
interest and penalties. FIN 48 prescribes that tax benefits relating to a particular tax
position should only be recognized if it is more likely than not that the position will be
sustained upon examination by the appropriate taxing authority. Tax benefits for a tax
position that meets this threshold are recognized in an amount equal to the largest amount
of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The cumulative effect of applying the provisions of FIN 48 resulted in an increase to retained earnings of
$53,000, and a decrease to goodwill of $1.5 million as of January 1, 2007.

Accounting
for Servicing of Financial Assets.In March 2006, FASB issued SFAS No. 156,
Accounting for Servicing of Financial Assets  an amendment to FASB Statement
No. 140. The new standard requires recognition of servicing assets in connection
with any obligation to service a financial asset arising from (1) a servicing contract
entered into as part of a transfer of assets meeting the requirements for sale accounting,
(2) the transfer of assets to a special purpose entity in a guaranteed mortgage
securitization where the transferor retains a controlling interest in the securitized
asset, or (3) an acquisition or assumption of obligations to service financial assets not
related to the servicer or its consolidated affiliates. The servicing assets and
liabilities must be measured at fair value initially, if practicable, and the assets or
liabilities must either be amortized or recorded at fair value at each reporting date. The
statement allows a one-time reclassification for entities with servicing rights and
subsequently requires separate presentation of servicing assets and liabilities at fair
value in the statement of financial position. This statement is effective for the first
fiscal year beginning after September 15, 2006, with earlier adoption permitted. We
adopted this pronouncement January 1, 2007 and utilize the amortization method. The
implementation did not have a material effect on our consolidated financial results.

Accounting
for Certain Hybrid Financial Instruments  an amendment of FASB Statements No. 133
and 140.In February 2006, FASB issued SFAS No. 155, Accounting for Certain
Hybrid Financial Instruments  an amendment of FASB No. 133 and 140, which is
effective for fiscal years beginning after September 15, 2006. The statement was issued to
clarify the application of SFAS No. 133 to beneficial interests in securitized financial
assets and to improve the consistency of accounting for similar financial instruments,
regardless of the form of the instruments.This statement is effective for the
first fiscal year beginning after September 2006. We adopted this pronouncement January 1,
2007. The implementation did not have a material effect on our consolidated financial
results.

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

14

---

MAF BANCORP, INC. AND
SUBSIDIARIES Notes to Consolidated
Financial StatementsThree Months Ended March 31, 2007 and 2006 (Unaudited)

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, unanticipated changes in interest rates or further inversion of
the yield curve, unanticipated changes in secondary mortgage market conditions, deposit
flows, competition, adverse federal or state legislative or regulatory developments,
higher than expected compliance costs, changes in economic conditions which result in
increased delinquencies in the Companys loan portfolio, the quality or composition
of the Companys loan or investment portfolios, demand for loan products, financial
services and residential real estate in the Companys market areas, delays in the
closing of existing lot sale contracts, deterioration in local housing markets, the
possible short-term dilutive effect of other potential acquisitions, if any, and changes
in accounting principles, policies and guidelines. Risks and uncertainties related to the Companys pending merger with National City
Corporation include possible difficulty in obtaining necessary governmental approval of the merger on the
proposed terms and schedule or at all; whether our stockholders approve the merger; and
potential disruption from the transaction which might make it more difficult to maintain relationships with our customers,
employees or suppliers. 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, our bank is one of the largest
community-oriented financial institutions headquartered in Chicago. We provide financial
services to retail and business banking customers in the Chicago and Milwaukee
metropolitan area. We have grown our banking franchise through organic growth, selective
acquisition and branch expansion. We also engage in residential real estate land
development through our subsidiary, MAF Developments, Inc., or MAFD, a business we started
in 1974.

We
currently operate a total of 82 branches in Illinois and southeastern Wisconsin, 58
branches located in residential neighborhoods of the city of Chicago and throughout
suburban communities in the Chicago metropolitan areas, and 24 branches in the Milwaukee
metropolitan and southeastern Wisconsin area.

# Critical Accounting
Policies and Estimates

Our
financial condition and results of operations presented in this report are prepared in
conformity with U.S. generally accepted accounting principles, as more fully described in
Note 1 of the consolidated financial statements found in our Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2006, 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. Our judgment is based
on historical experience, terms of existing contracts, market trends, and other
information available. We believe that of our significant accounting policies, the
following involve a higher degree of judgment and complexity.

Allowance
for loan losses. In evaluating the adequacy of the allowance for loan
losses and determining the related provision for loan losses on a quarterly basis,
management considers: (1) historical loss experience and change in the size and mix
of the overall portfolio composition,

15

---

(2) specific allocations based upon probable
losses identified during the review of the portfolio, (3) delinquency trends in the
portfolio and the composition of non-performing loans, including the percent of
non-performing loans with supplemental mortgage insurance, and (4) subjective factors,
including local and general economic business factors and trends, industry and interest
rate trends, new lending products and changes in underwriting criteria, and portfolio
concentrations. A provision for loan losses is recorded as a charge to current earnings.
The allowance for loan losses is managements estimate of probable losses inherent in
the Banks loan portfolio at the assessment date. If actual losses ultimately exceed
managements estimate, the allowance may not be sufficient to absorb probable losses
in the loan portfolio and may result in an additional provision for loan losses. The
allowance is also subject to examination and adequacy testing by regulatory agencies,
which may consider such factors as the methodology used to determine the adequacy and size
of the allowance relative to that of peer institutions, and other adequacy tests. Such
regulatory agencies could require an adjustment to our allowance based on information
available to them at the time of their examination.

Valuation
of mortgage servicing rights.We capitalize the value of mortgage servicing
rights upon the sale of loans. We determine the initial value by allocating the previous
carrying amount of the sold loans based on the relative fair values of the servicing
rights retained and the loans that are sold to a third party. The estimated values take
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. The estimated value of the mortgage servicing rights is affected by assumptions
relating to loan prepayment speeds, earnings on escrow funds, and interest rate used to
discount 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 quarterly on a disaggregated basis using current estimates of prepayment speed,
cash flow and discount rates. Changes in these estimates impact fair value, and could
require us to record a valuation allowance or recovery. We did not have a valuation
allowance at March 31, 2007 or December 31, 2006.

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 an estimate 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 reduce the carrying
value through a charge to our earnings. Goodwill is evaluated for impairment annually in
May 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 related amortization
expense. For example, if we had assumed faster prepayment speeds of mortgage loans we
acquired in an acquisition, the value of those mortgage loans we acquired may have been
less and the goodwill we recorded may 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 the current period. 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 March 31,
2007, our goodwill was $386.5 million and our identifiable intangible assets (core
deposits) amounted to $18.5 million. We recorded $865,000 and $1.0 million of amortization
of core deposit intangibles during the three months ended March 31, 2007 and March 31,
2006. Based on our evaluations, there was no goodwill impairment recorded during 2006 or
the three months ended March 31, 2007.

Real
estate held for development. Income from real estate operations in our real
estate developments is based on cash received per lot less the cost of sales. Cost of
sales includes capitalized interest and an estimate of future costs to be incurred in
completing the development project. The estimate of total project costs is reviewed on a
quarterly basis by management. Estimates are subject to change for various reasons,
including changes in the estimated duration of the project, changes in rules or
requirements

16

---

of the community where the project resides, soil and weather conditions,
increased project budgets, as well as the general level of inflation. If these estimates
are incorrect and either the expenses are greater than anticipated or the sales are slower
than expected, we may have to expend additional funds or obtain borrowings to cover
current improvement costs, and our financial results could be negatively impacted.

Any
change in future estimated cost will affect cost of sales amounts used to determine income
from real estate operations from past sales. The resulting change in income is recognized
in the period of change as either a charge or an addition to income from real estate
operations. Additionally, we periodically evaluate the net realizable value from each
project by considering 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. The
estimated net realizable value of Springbank, our only project currently under
development, exceeds the currently recorded cost of the project.

Income
Taxes. The determination of income tax expense and the amounts of current
and deferred income tax assets and liabilities is based on complex analyses of many
factors, including interpretation of federal and state income tax laws, current financial
accounting standards, the difference between tax and financial reporting bases of assets
and liabilities (temporary differences), assessments of the likelihood that the reversals
of deferred deductible temporary differences will yield tax benefits and estimates of
reserves required for tax uncertainties.

We
periodically undergo examination by various governmental taxing authorities. We may be required to change
the amount of tax expense we have recorded for certain periods if an agencys interpretations of tax law differ from those of management, based on judgments about
information available to the agency at the time of their examinations. There can be no assurance
that future events, such as court decisions, new interpretations of existing law or
positions by federal or state taxing authorities, will not result in tax liability amounts
that differ from managements current assessment of such amounts, the impact of which
could be significant to future results.

Temporary
differences may give rise to deferred tax assets, which are recorded on our balance sheet.
We assess the likelihood that deferred tax assets will be realized in future periods and
establish a valuation allowance for those assets for which recovery is unlikely. In making
this assessment, we must make judgments and estimates regarding the ability to realize
these assets through carryback to taxable income in prior years, the future reversal of
existing taxable temporary differences, future taxable income, and the possible
application of future tax planning strategies. Although the Company has established
valuation allowances relating to certain deferred tax assets, there is no guarantee that
the tax benefits associated with other deferred tax assets for which no valuation
allowance has been established, will be fully realized.

In
the preparation of income tax returns, tax positions are taken based on interpretation of
federal and state income tax laws for which the outcome of such positions may not be
certain. Management periodically reviews and evaluates the status of uncertain tax
positions and may establish tax reserves for estimates of amounts that may ultimately be
due or owed (including interest). These estimates may change from time to time based on
managements evaluation of developments subsequent to the filing of the income tax
return, such as tax authority audits, court decisions or other tax law interpretations.
There can be no assurance that any tax reserves will be sufficient to cover tax
liabilities that may ultimately be determined to be owed. FIN 48
provides new accounting for uncertain income tax positions and is effective for 2007. See
New Accounting Pronouncements and footnotes to the consolidated financial statements.

17

---

# Results of Operations
for the Three Months Ended March 31, 2007 and 2006

# Performance Overview

The
following table provides selected financial and performance information for the three
months ended March 31, 2007 and March 31, 2006:

|                                         | Three Months EndedMarch 31, | 
|---------------------------------------- | --------------------------- | 
|
|
|Net income                               |                             | 
|Diluted earnings per share               |                             | 
|Return on average assets(1)              |                             | 
|Return on average equity(1)              |                             | 
|Return on average tangible equity(1),(2) |                             | 
|Average interest-earning assets          |                             | 
|Net interest income                      |                             | 
|Net interest margin                      |                             | 
|Non-interest income                      |                             | 
|Non-interest expense                     |                             | 
|Efficiency ratio(3)                      |                             | 
|                                         |                             | 
|                                         |                             | 

|                                                    | March 31,2007 | December 31,2006 | March 31,2006
|--------------------------------------------------- | ------------- | ---------------- | -------------
|Book value per share                                |               |                  | $            
|Tangible book value per share(2)                    |               |                  |              
|Stockholders' equity to total assets                |               |                  |              
|Tangible stockholders' equity to tangible assets(2) |               |                  |              

---

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

|(2) | See Non-GAAP Financial Information starting on page 18.
|--- | ---------------------------------------------------------

|(3) | 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 of mortgage-backed and investment securities and premises and equipment.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The decline in our results for the three months ended March 31, 2007 compared to March
31, 2006 reflects the current adverse business conditions for the mortgage origination and housing
markets and the continued flat to inverted yield curve environment.

The weak housing market
conditions and tightened underwriting standards in the mortgage industry have negatively
impacted loan origination volumes, mortgage banking income as well as lot sale activity in our Springbank
development. Additionally, higher levels of charge-offs and non-performing
loans coupled with declining home values have necessitated higher provisions for loan losses.

Our
steady net interest margin between quarters reflects the positive effect of our balance sheet
restructuring which we successfully completed early in 2007.  Without the restructuring, our net interest
margin would have been well below last years first quarter, due to the impact of the inverted yield curve and higher competition for
deposits in our local markets, and we would have recorded lower net interest income in the first quarter of 2007.

We have
reduced our average interest-earning assets by $872 million since the first quarter of 2006 by selling more of our adjustable rate loan production
and  through our balance sheet restructuring. Our strategy has been to significantly deleverage our balance sheet in the current difficult yield curve environment
rather than commit capital to inadequate returns on narrow interest rate spreads. This has resulted in substantially higher
capital ratios pending redeployment of excess capital when more attractive investment opportunities become available.

The strategic decrease in our earning asset base led to the increase in our efficiency ratio
to 60.76% from 56.42%, despite reporting flat year over year non-interest expense. Cost control initiatives continued throughout the quarter,
including reducing staff in the mortgage loan department and other back office departments.

18

---

# Non-GAAP Financial
Information

This
report contains certain financial metrics determined by methods other than in accordance
with accounting principles generally accepted in the United States of America, or GAAP.
These measures include tangible book value per share, tangible stockholders equity
to tangible assets ratio and annualized return on average tangible equity. We use these
non-GAAP measures in our analysis of our performance and financial condition and believe
this presentation provides useful supplemental information that is helpful in
understanding our financial condition and results, as they provide a method to assess our
success in managing and utilizing tangible capital. These disclosures should not be
considered an alternative to GAAP, nor are they necessarily comparable to non-GAAP
performance measures that might be presented by other companies.

Tangible
Book Value Per Share.Tangible book value per share is calculated by dividing (a)
stockholders equity less the sum of goodwill and core deposit intangibles, by (b)
common shares outstanding. The following table presents a reconciliation of
stockholders equity to tangible stockholders equity (in thousands):

|                                   | At |  |   |          
|---------------------------------- | -- |  | - | ---------
|
|
|Stockholders' equity - as reported |    |  | $ | 1,088,149
|Goodwill                           |    |  |   | (386,526 
|Core deposit intangibles           |    |  |   | (18,468  
|                                   |    |  |   |          
|Tangible stockholders' equity      |    |  | $ | 683,155  
|                                   |    |  |   |          

Tangible
Stockholders Equity to Tangible Assets. Tangible stockholders
equity to tangible assets is calculated by dividing (a) stockholders equity less the
sum of goodwill and core deposit intangibles, by (b) total assets less the sum of goodwill
and core deposit intangibles. The following table presents a reconciliation of total
assets to tangible assets (in thousands):

|                           | At |  |  
|-------------------------- | -- |  | -
|
|Total assets - as reported |    |  | $
|Goodwill                   |    |  |  
|Core deposit intangibles   |    |  |  
|                           |    |  |  
|Tangible total assets      |    |  | $
|                           |    |  |  

Return
on Average Tangible Stockholders Equity. Return on average tangible
stockholders equity is calculated by dividing (a) annualized net income by (b)
average stockholders equity less average goodwill and core deposit intangibles. The
following table presents a reconciliation of average stockholders equity to average
tangible stockholders equity (in thousands):

|                                      | Three Months Ended |  |  
|------------------------------------- | ------------------ |  | -
|
|Average stockholders' equity          |                    |  | $
|Average goodwill                      |                    |  |  
|Average core deposit intangibles      |                    |  |  
|                                      |                    |  |  
|Average tangible stockholders' equity |                    |  | $
|                                      |                    |  |  

# Net Interest Income and
Net Interest Margin

Net interest income decreased by $6.3 million to $61.1
million for the three months ended March 31, 2007, compared to $67.4 million for the three months ended
March 31, 2006.  The decline in net interest income is a combination of the positive impact of our
balance sheet restructuring being offset by the rise in our cost of deposits, as well as a $872 million
reduction in average interest earning assets compared to only a $692 million decrease in
interest-bearing liabilities.  This change is a result of the acquisition of EFC in the prior year first
quarter, which added nearly $100 million of intangible assets to the balance sheet, the Company selling
more of its adjustable rate loan production, the repurchase of $50 million of common stock since the
first quarter of 2006, the increase in average real estate held for development as well as increased
investment in bank owned life insurance (earnings on which are recorded as non-interest income), also
contributed to the year over year decline in net interest income.

19

---

Our net interest margin declined to 2.61% for the quarter compared to 2.64% in the previous year
quarter, but rose dramatically from 2.35% for the fourth quarter of 2006.  The linked quarter increase
in our net interest margin was primarily due to the positive impact of the balance sheet restructuring
we completed during the current quarter.  The three basis point decline in the net interest margin for
the current quarter compared to the prior year quarter is due to an increase in average asset yields of
54 basis points, offset by a 57 basis point increase in the cost of liabilities.  Average interest
earning asset yields improved to due the sale of $750 million of assets yielding less than 4.35%, well
below the average yield on our overall earning assets.  Average cost of interest-bearing liabilities
increased due to a 92 basis point increase in our average cost of deposits, offset by only an 18 basis
point increase in average borrowed funds.  Our restructuring transaction repaid $500 million of higher
cost liabilities, and did not include the divestiture of any deposits, the cost of which rose due to
higher short-term interest rates, and the continued shift of low cost core deposits into higher cost
money market and certificate of deposit accounts.

During the current quarter, we continued to limit asset growth in our lowest yielding asset
categories, one- to four-family first mortgage loans and investment and mortgage-backed securities, as
the continued inverted yield curve has caused the spread to funding costs on these assets to be lower
than what we believe makes sense for the use of capital.  We accomplished this by selling a majority of
our current loan production, as well as $210 million of 5/1 hybrid ARM one-to four-family loans as part
of our balance sheet restructuring, which in aggregate had an average yield of under 4.50%.

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. The yield/cost calculations at March 31, 2007 and 2006 include fees that
are considered adjustments to yield.

|                                          | Three Months Ended March 31, | 
|----------------------------------------- | ---------------------------- | 
|
|
|
|Assets:                                   |                              | 
|Loans receivable                          |                              | 
|Mortgage-backed securities                |                              | 
|Stock in FHLB of Chicago                  |                              | 
|Investment securities                     |                              | 
|Interest-bearing deposits and federal     |                              | 
|funds sold(1)                             |                              | 
|                                          |                              | 
|Total interest-earning assets             |                              | 
|Non-interest earning assets               |                              | 
|                                          |                              | 
|Total assets                              |                              | 
|                                          |                              | 
|Liabilities and stockholders' equity:     |                              | 
|Deposits                                  |                              | 
|Borrowed funds                            |                              | 
|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.
|--- | --------------------------------------------------------------------------------------------

20

---

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 our 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 March 31, 2007 Compared to March 31, 2006 Increase (Decrease) | 
|------------------------------------------------ | -------------------------------------------------------------------------------- | 
|
|
|Interest income:                                 |                                                                                  | 
|Loans receivable                                 |                                                                                  | 
|Mortgage-backed securities                       |                                                                                  | 
|Investment securities                            |                                                                                  | 
|Stock in FHLB of Chicago                         |                                                                                  | 
|Interest-bearing deposits and federal funds sold |                                                                                  | 
|                                                 |                                                                                  | 
|Total                                            |                                                                                  | 
|                                                 |                                                                                  | 
|Interest expense:                                |                                                                                  | 
|Interest-bearing deposits                        |                                                                                  | 
|Borrowed funds                                   |                                                                                  | 
|Junior subordinated debentures                   |                                                                                  | 
|                                                 |                                                                                  | 
|Total                                            |                                                                                  | 
|                                                 |                                                                                  | 
|Net change in net interest income                |                                                                                  | 
|                                                 |                                                                                  | 

# Provision for Loan Losses

We
recorded a $2.2 million provision for loan losses for the three months ended March 31,
2007 compared to $400,000 in the prior year period. Net charge-offs for the three months
ended March 31, 2007 were $1.7 million compared to $168,000 for the three months ended
March 31, 2006. The increase in charge-offs in the three months ended March 31, 2007
compared to the comparable period in 2006 primarily relates to higher loan-to-value home
equity lines of credit. See page 28 for a discussion of activity in our allowance for loan
losses.

The
provision for loan losses is primarily the result of the increased level of charge-offs,
shift in the mix of the portfolio, and higher non-performing loans. At March 31, 2007, our
allowance for loan losses was $40.4 million, or .55% of total loans receivable, compared
to $39.9 million, or .54% at December 31, 2006, and $41.0 million or .51% at March 31,
2006. In managements judgment, the allowance for loan losses is adequate at March
31, 2007.

# Non-Interest Income

Non-interest
income in the current three month period increased $2.1 million or 10%, compared to the
three months ended March 31, 2006, primarily as a result of investment securities gains.

21

---

Loan Originations, Sales
and Servicing

|                                                      | Three Months Ended | 
|----------------------------------------------------- | ------------------ | 
|
|
|One- to Four-Family Originations and Purchases        |                    | 
|Fixed-rate                                            |                    | 
|Adjustable rate                                       |                    | 
|                                                      |                    | 
|Total                                                 |                    | 
|                                                      |                    | 
|Fixed-rate %                                          |                    | 
|Adjustable rate %                                     |                    | 
|Refinance %                                           |                    | 
|                                                      |                    | 
|Loan Sales                                            |                    | 
|One- to four-family fixed-rate                        |                    | 
|One- to four-family adjustable rate                   |                    | 
|                                                      |                    | 
|Total one-to four-family                              |                    | 
|Equity lines of credit and home equity loans          |                    | 
|                                                      |                    | 
|Total loans sold                                      |                    | 
|                                                      |                    | 
|Gain on sale of one- to four-family mortgages         |                    | 
|Gain on sale of equity lines of credit                |                    | 
|                                                      |                    | 
|Total loan sale gains                                 |                    | 
|                                                      |                    | 
|Margin on one- to four-family loan sales              |                    | 
|                                                      |                    | 
|Loan Servicing                                        |                    | 
|Loan servicing fee income                             |                    | 
|Capitalized mortgage servicing rights as a percentage |                    | 
|of loans serviced for others                          |                    | 

During
2007, we have experienced a 30% decline in our one- to four-family loan origination
volume, largely due to an overall slowdown in the mortgage industry. In light of higher delinquencies and foreclosures
primarily related to the sub-prime lending sector, secondary market purchasers have tightened their underwriting guidelines, which has reduced overall mortgage lending volume, and
further slows housing turnover which has diminished the demand for mortage products in our
markets and heightened competition.

Loan sales were up significantly compared to a year ago
due to the sale of 5/1 hybrid ARMs sold as part of our restructuring transaction. We also
sold a larger percentage of our current production to limit balance sheet growth. We also
continued to sell equity line of credit loans during the current quarter as a means of
controlling credit risk in our loan portfolio. Margins on our loan sales have decreased in
light of the weak mortgage and housing market conditions.

Loan
servicing income increased on a year-over-year basis primarily due to the above-mentioned
increase in loan sales, as well as lower mortgage servicing rights
amortization expense, due to slower prepayments in the servicing portfolio and despite the
sale of $963 million of mortgage servicing rights in the fourth quarter of 2006.

Gain on Sale of
Investment Securities

During
the current quarter we recorded $1.8 million of gains from the sale of $16 million of
government sponsored entity, or GSE, preferred stocks. A large portion of these gains
recover previous other than temporary impairment losses we recorded in prior periods.

Deposit Account Service
Charges

|                                      | At or For the Three Months Ended March 31, | 
|------------------------------------- | ------------------------------------------ | 
|
|
|Deposit service fees                  |                                            | 
|Deposit service fees/total revenue(1) |                                            | 
|Number of checking accounts           |                                            | 

---

|(1) | Total revenue equals net interest income plus non-interest income.
|--- | ------------------------------------------------------------------

22

---

We
had a 7.7% increase in deposit account service charges for the current three month
period compared to the previous year period, primarily reflecting higher debit card usage
and higher consumer overdraft activity. The expansion of the deposit base relating to the February 2006 EFC acquisition also
increased our overall service fees.

Real Estate Development
Operations

|                                               | At or For the Three Months Ended March 31, | 
|---------------------------------------------- | ------------------------------------------ | 
|
|
|Real estate development income                 |                                            | 
|Residential lot sale closings                  |                                            | 
|Pending lot sales at quarter end               |                                            | 
|Investment in real estate held for development |                                            | 
|or sale                                        |                                            | 

The housing slump has significantly
slowed lot sale activity in our Springbank development. We closed only three lot sales during the first quarter of 2007 compared to
55 in the first quarter of 2006. The increase in the
balance of investment in real estate as compared to a year ago relates primarily to
development cost expenditures in the Springbank project.
Investment in real estate also includes $8.8 million paid to complete the purchase of 160
acres of land in Plainfield, Illinois near Springbank acquired in the second quarter of
2006 for future development. The contract had been pending for several years.

# Non-Interest Expense

The
following table identifies changes in our non-interest expense for the three- month
periods indicated:

|                                              | For the Three Months Ended March 31, | 
|--------------------------------------------- | ------------------------------------ | 
|
|
|Compensation                                  |                                      | 
|Employee benefits                             |                                      | 
|                                              |                                      | 
|Total compensation and benefits               |                                      | 
|                                              |                                      | 
|Office occupancy                              |                                      | 
|Furniture, fixture and equipment              |                                      | 
|Advertising and promotion                     |                                      | 
|Data processing                               |                                      | 
|Amortization of core deposit intangibles      |                                      | 
|Other expenses:                               |                                      | 
|Professional fees                             |                                      | 
|Stationery, brochures and supplies            |                                      | 
|Postage                                       |                                      | 
|Telephone                                     |                                      | 
|Transaction fraud losses, net                 |                                      | 
|Correspondent banking services                |                                      | 
|Title fees, recording fees and credit reports |                                      | 
|Security                                      |                                      | 
|Insurance                                     |                                      | 
|FDIC premiums and OTS assessment              |                                      | 
|Real estate held for investment (1)           |                                      | 
|Other                                         |                                      | 
|                                              |                                      | 
|Total other expenses                          |                                      | 
|                                              |                                      | 
|                                              |                                      | 
|                                              |                                      | 

---

|(1) | Expenses are from SF Equity Properties, Inc., a subsidiary of the Bank, that has
          interests in affordable and senior housing properties in Wisconsin.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Total non-interest expense in the current quarter increased a nominal $131,000, or .3% compared to
the first quarter of 2006 despite the additional costs of operating the seven branches added in the EFC
acquisition for the full quarter this year, primarily due to cost control initiatives begun in 2006.
The increase in compensation and benefits includes $250,000 of severance costs related to staff
reductions in our lending operations and back office support functions.

# Income Tax Expense

Income
tax expense totaled $10.9 million in the first quarter of 2007, equal to an effective
income tax rate of 34.2%, compared to $13.0 million, or 34.1% reported for the first
quarter of 2006. Increased tax benefits from bank-owned life insurance in the current
quarter compared to last years first quarter were offset by lower tax credits from affordable housing projects.

23

---

# Changes in Financial
Condition

Our
total assets at March 31, 2007 decreased $673.8 million, or (6.1)% from $11.2 billion at
December 31, 2006, primarily due to the impact of the balance sheet restructuring
transaction, which decreased our balance sheet by approximately $500 million.

|                                              | March 31,2007 | December 31,2006 | AmountIncrease/(Decrease) | PercentageIncrease/(Decrease)
|--------------------------------------------- | ------------- | ---------------- | ------------------------- | -----------------------------
|
|Assets:                                       |               |                  |                           |                              
|Cash and cash equivalents                     |               |                  | $                         | 398,113                      
|Investment securities available for sale      |               |                  |                           | 289,594                      
|Stock in FHLB of Chicago                      |               |                  |                           | 146,407                      
|Mortgage-backed securities available for sale |               |                  |                           | 1,119,884                    
|Mortgage-backed securities held to maturity   |               |                  |                           | 204,638                      
|Loans receivable held for sale                |               |                  |                           | 85,096                       
|Loans receivable, net                         |               |                  |                           | 7,254,138                    
|Bank-owned life insurance                     |               |                  |                           | 151,330                      
|Goodwill and intangibles                      |               |                  |                           | 386,526                      
|Other                                         |               |                  |                           | 410,975                      
|                                              |               |                  |                           |                              
|Total assets                                  |               |                  | $                         | 10,446,701                   
|                                              |               |                  |                           |                              
|Liabilities and Equity:                       |               |                 
|Deposits                                      |               |                  | $                         | 7,106,264                    
|Borrowed funds                                |               |                  |                           | 1,998,247                    
|Junior subordinated debentures                |               |                  |                           | 67,011                       
|Other liabilities                             |               |                  |                           | 187,030                      
|                                              |               |                  |                           |                              
|Total liabilities                             |               |                  |                           | 9,358,552                    
|Stockholders' equity                          |               |                  |                           | 1,088,149                    
|                                              |               |                  |                           |                              
|Total liabilities and equity                  |               |                  | $                         | 10,446,701                   
|                                              |               |                  |                           |                              

Loans Receivable.The following table sets forth our loan portfolio composition by loan type at the dates
indicated:

|                                | At March 31, 2007 | At December 31, 2006 | First Quarter Increase/(Decrease) byCategory
|------------------------------- | ----------------- | -------------------- | --------------------------------------------
|
|
|One- to four-family             |                   |                      | $                                           
|Home equity lines of credit     |                   |                      |                                             
|Home equity  and consumer loans |                   |                      |                                             
|Multi-family                    |                   |                      |                                             
|Commercial real estate          |                   |                      |                                             
|Construction                    |                   |                      |                                             
|Land                            |                   |                      |                                             
|Commercial business loans       |                   |                      |                                             
|                                |                   |                      |                                             
|Total loans receivable, net     |                   |                      | $                                           
|                                |                   |                      |                                             

The
8.3% (annualized) decline in our overall loan portfolio balances since December 31, 2006
reflects our strategy to limit growth in lower yielding one- to four-family residential
loans, and more recently, home equity lines of credit. Lower origination volumes, a
declining utilization rate on home equity lines of credit, and higher prepayments and sales have
all contributed to the decrease. Multi-family, commercial real estate, construction, land and
commercial business loans grew 9.8% over the past 12 months and increased to 29.4% of
total loans at March 31, 2007 compared to 28.6% at December 31, 2006 and 24.2% at March 31,
2006.

24

---

Deposits.The following table sets forth our deposit composition by type at
          March 31, 2007 and December 31, 2006:

|                              | At March 31, 2007 | At December 31, 2006 |  
|----------------------------- | ----------------- | -------------------- | -
|
|
|Commercial checking           |                   |                      | $
|Non-interest bearing checking |                   |                      |  
|Interest bearing accounts     |                   |                      |  
|Commercial money markets      |                   |                      |  
|Money market                  |                   |                      |  
|Passbooks                     |                   |                      |  
|                              |                   |                      |  
|Core deposits                 |                   |                      |  
|                              |                   |                      |  
|Certificate accounts:         |                   |                      |  
|                              |                   |                      |  
|Unamortized (discount)        |                   |                      |  
|                              |                   |                      |  
|Total deposits                |                   |                      | $
|                              |                   |                      |  

Our
growth in deposits during the current quarter reflects our current strategy of attracting
money market deposits in lieu of higher costing short-term certificates of deposit. We
have been able to do so at lower marginal costs than current certificate of deposit rates
without materially impacting our interest rate risk.

Borrowed Funds.The following is a summary of our borrowed funds at March 31, 2007 and December
31, 2006:

|                                 | At March 31, 2007 | At December 31, 2006 |  
|-------------------------------- | ----------------- | -------------------- | -
|
|
|Federal Home Loan Bank advances: |                   |                      |  
|Fixed rate                       |                   |                      | $
|Adjustable rate                  |                   |                      |  
|Open Line                        |                   |                      |  
|                                 |                   |                      |  
|Total FHLBC advances             |                   |                      |  
|                                 |                   |                      |  
|Reverse repurchase agreements    |                   |                      |  
|Unsecured term loan              |                   |                      |  
|Other borrowings                 |                   |                      |  
|Unamortized premium (discount)   |                   |                      |  
|                                 |                   |                      |  
|Total borrowed funds             |                   |                      | $
|                                 |                   |                      |  

In
December 2006, $400 million of short-term open line advances were used to fund the
majority of the $502 million of fixed-rate advances repaid as part of the balance sheet
restructuring. The open line advance was repaid in January 2007 using proceeds from the
sales of investment and mortgage-backed securities. The reduction in fixed-rate advances
during the current quarter were due to maturities, and were paid from operating cash flow,
loan sales and prepayments, as well as deposit inflows.

Junior Subordinated
Debentures.During 2005, we formed MAF Bancorp Capital Trust I and MAF Bancorp
Capital Trust II as special purpose finance subsidiaries. The trusts issued $65.0 million
in trust preferred securities and the proceeds from the sale of the preferred securities,
along with $2.0 million received from our purchase of the common equity securities of the
trusts, were invested in junior subordinated debentures of the Company. The total balance
of the junior subordinated debentures issued to the trusts is recorded as a liability. The
trust preferred securities mature 30 years from their issuance date and are callable at
par five years from their issuance date at our option. We pay interest on the indebtedness
at three-month LIBOR plus 1.75% for Capital Trust I and 1.40% for Capital Trust II,
resetting quarterly. At March 31, 2007, the interest rate for Capital Trust I was 7.10%
and for Capital Trust II was 6.75%.

Stockholders
Equity.Stockholders equity increased by $16.0 million for the three
months ended March 31, 2007 primarily due to net income of $21.0 million and a $2.6
million increase in the fair value of our available for sale securities portfolio, offset
by cash dividends declared of $8.9 million, or $.27 per share.

25

---

# Asset Quality and
Allowance for Loan Losses

Delinquent
Loans. When a borrower fails to make a required payment by the end of the
month in which the payment is due, we commence collection efforts through borrower
notifications and other collection procedures. When a loan payment is delinquent for three
or more monthly installments, we will generally initiate foreclosure proceedings and cease
accruing interest. At the dates shown delinquencies in our portfolio were as follows:

|                  | 61-90 Days | > 90 Days(2) | 
|----------------- | ---------- | ------------ | 
|
|
|March 31, 2007    |            |              | 
|December 31, 2006 |            |              | 
|March 31, 2006    |            |              | 

---

|(1) | Reflects principal balance of delinquent loans as a percentage of total loans
          outstanding.
|--- | ----------------------------------------------------------------------------------------------------

|(2) | The more than 90 days category includes all loans on non-accrual regardless of
          days past due.
|--- | -------------------------------------------------------------------------------------------------------

Non-Performing
Assets. The following table sets forth information regarding our
non-performing assets at the dates shown:

|                                             | At | 
|-------------------------------------------- | -- | 
|
|
|Non-accrual loans:                           |    | 
|One- to four-family                          |    | 
|Equity lines of credit and home equity loans |    | 
|Multi-family                                 |    | 
|Commercial real estate                       |    | 
|Construction                                 |    | 
|Land                                         |    | 
|Commercial business loans                    |    | 
|Consumer loans                               |    | 
|                                             |    | 
|Total                                        |    | 
|                                             |    | 
|Non-performing loans to total loans          |    | 
|                                             |    | 
|Foreclosed real estate:                      |    | 
|Commercial real estate                       |    | 
|One- to four-family                          |    | 
|                                             |    | 
|                                             |    | 
|Total foreclosed real estate                 |    | 
|                                             |    | 
|Total non-performing assets                  |    | 
|                                             |    | 
|Total non-performing assets to total assets  |    | 
|                                             |    | 

We
experienced a $4.5 million increase in non-performing loans in the current quarter,
 primarily related to our residential mortgage loan portfolio. Non-performing residential
real estate loans increased $7.3 million, while we reduced non-performing loans in all
other categories by $2.8 million. The decline in commercial real estate non-performing
loans is due to the repayment of a $5.6 million loan on a commercial office building in
January 2007. At March 31, 2007, non-performing loans secured by one- to four-family
residential real estate comprised 88.7% of non-performing loans compared to 90.6% at March
31, 2006 and 83.5% at December 31, 2006.

Non-accrual
loans. Generally, when a loan is more than 90 days past due, in the process
of foreclosure, in bankruptcy, or when collectibility is otherwise in doubt, the full
amount of previously accrued but unpaid interest on such non-accrual loan 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. There were no loans over 90 days delinquent and still accruing at any quarter
end shown in the table above.

For
the quarter ended March 31, 2007, the amount of interest income that would have been
recorded on non-accrual loans if these loans were performing in accordance with their
terms amounted to $1.2 million compared to $1.0 million for the quarter ended December 31,
2006 and $599,000 for the quarter ended March 31, 2006. For the quarters ended March 31,
2007, December 31, 2006, and March 31, 2006, interest income on non-accrual loans
that was actually collected and recorded amounted to $21,000, $106,000 and $17,000.

26

---

The
majority of our non-performing loans are secured by one- to four-family residential real
estate in our market area with current loan-to-value ratios less than 90% or with private
mortgage insurance. We generally regard these loans as presenting lower risk of credit
loss due to the nature of the collateral. Approximately 16% of our non-accrual loans at
March 31, 2007 are covered by private mortgage insurance. Ratios for loans secured by one-
to four-family residential properties were as follows:

|                                                                                                     | At |  | 
|---------------------------------------------------------------------------------------------------- | -- |  | 
|
|One- to four-family, equity lines of credit and home equity loans as a percentage of total loans     |    |  | 
|Non-performing one- to four-family, equity lines of credit and home equity loans as a percentage of  |    | 
|total non-performing loans                                                                           |    |  | 
|Percentage of non-performing one- to four-family, equity lines of credit and home equity loans  with |    | 
|private mortgage insurance or other guarantees                                                       |    |  | 
|Percentage of one- to four-family, equity lines of credit and home equity loans  without private     |    | 
|mortgage insurance and with combined loan- to-value greater than 90%                                 |    |  | 

At March 31, 2007, approximately $384.5 million, or 7.5%,
of our $5.14 billion single-family residential mortgage loan portfolio, including equity lines of credit
and home equity loans, had combined loan-to-value ratios in excess of 90% (based on total line
available) and no private mortgage insurance.  This is down from $428.1 million, or 8.1% at December 31,
2006.  There was an additional approximately $25.9 million of undrawn amounts remaining available under
high CLTV equity lines in our portfolio at March 31, 2007.  During 2006 and 2007, we experienced a
higher loss rate on high CLTV loans than our residential portfolio as a whole, and we are likely to
continue to experience a higher risk of loss on these loans that we elect to keep in portfolio, since
our ability to recover against the collateral is more sensitive to declining property values than for
loans with lower combined loan-to-value ratios.  We are seeking to obtain private mortgage insurance on
a $40 million pool of high LTV equity lines of credit to mitigate future losses.

Classified Assets.The
federal regulators have adopted a classification system for problem assets of insured
institutions, which covers all problem assets and requires certain reserves. Under this
classification system, problem assets of insured institutions are classified as
substandard, doubtful, or loss. An asset is considered
substandard if it is inadequately protected by the current net worth and
paying capacity of the obligor or the value of the collateral pledged, if any.
Substandard assets include those characterized by the distinct
possibility that the insured institution will sustain some loss if the
deficiencies are not corrected. Assets classified as doubtful have all of the
weaknesses inherent in those classified substandard, with the added
characteristic that the weaknesses present make collection or liquidation in
full, on the basis of currently existing facts, conditions, and values, highly
questionable and improbable. Assets classified as loss are those
considered uncollectible and of such little value that their continuance as
assets without the establishment of a specific loss reserve is not warranted. In addition,
a special mention category consists of assets, which currently do not expose
the Company to a sufficient degree of risk to warrant adverse classification, but do
possess credit deficiencies deserving managements close attention.

In
connection with our filing of periodic reports with the OTS, we regularly review the
problem assets in our portfolio to determine whether any loans or investments require
classification or reclassification in accordance with applicable regulations. At March 31,
2007 all of our non-performing loans were classified as substandard, except $622,000
classified as doubtful. In addition, at March 31, 2007, we had classified $11.4
million of multi-family loans, $4.6 million of commercial real estate loans, $1.5 million
of land loans, $4.8 million of construction loans and $5.0 million of commercial business
loans that were still accruing interest as substandard for regulatory purposes. At March
31, 2006 all of our non-performing loans were classified as substandard except $617,000
classified as doubtful. At March 31, 2006, we had classified $3.5 million of multi-family
loans, $4.8 million of commercial real estate loans and $3.3 million of commercial
business loans that were accruing interest as substandard for regulatory purposes. Special
mention loans at March 31, 2007 and 2006 totaled $36.6 million and $40.0 million,
respectively.

27

---

Allowance for Loan Losses

Activity
in the allowance for loan losses is summarized in the following table for the three and
three months ended March 31, 2007 and 2006.

|                                 | At or For the Three Months Ended March 31, | 
|-------------------------------- | ------------------------------------------ | 
|
|
|Balance at beginning of period   |                                            | 
|Provision for loan losses        |                                            | 
|Balance acquired in acquisitions |                                            | 
|Charge-offs                      |                                            | 
|Recoveries                       |                                            | 
|                                 |                                            | 
|Balance at end of period         |                                            | 
|                                 |                                            | 

The
allowance for loan losses to total loans was .55% at March 31, 2007, .54% at December 31,
2006 and .51% at March 31, 2006. All charge-off activity in the current quarter was related to the residential loan
portfolio, primarily in home equity lines of credit. Most of these loans were higher risk
loans at the time of origination with higher loan-to-value levels. The provision for loan
losses in the current quarter reflects the level of charge-offs, the shift in the mix of
the portfolio and the increase in non-performing loans. We believe the allowance for loan
losses is adequate at March 31, 2007.

# 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 real estate
development operation, and planned repurchases of common stock. Major sources of funds to
the holding company are dividends from the Bank, which are subject to regulatory
limitations, access to the capital markets, and to a lesser extent, cash flow from our
real estate development operation. We currently maintain a $60 million unsecured line of
credit with a Chicago-based commercial bank under which we had $60 million available at
March 31, 2007.

During
the current three month period, we declared common stock dividends of $.27 per share, for
a total of $8.9 million.

The
principal sources of funds for the Bank are deposits, advances from the FHLBC 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 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
utilize particular sources of funds based on comparative costs and availability. We
generally manage the pricing of deposits to maintain a steady to increasing deposit
portfolio in the aggregate, but from time to time we may decide 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 FHLBC 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.

Outstanding
loan commitments totaled $497.6 million at March 31, 2007, compared to $487.9 million at
December 31, 2006. At March 31, 2007 we believe we have sufficient cash to fund our
outstanding commitments or we will be able to obtain the necessary funds from outside
sources to meet our cash requirements under these commitments.

28

---

The
following table lists our commitments and contingencies as of March 31, 2007:

|                                                     | Total | Less than 1Year | 1 to 3 Years | 3 to 5 Years | After 5Years
|---------------------------------------------------- | ----- | --------------- | ------------ | ------------ | ------------
|
|One- to four-family mortgage commitments             |       |                 | $            | 348,798      |             
|Equity line and equity loan commitments              |       |                 |              | 55,912       |             
|Unused portion of equity lines of credit             |       |                 |              | 1,144,532    |             
|Commitments to sell one- to four-family mortgage and |       |                 |              | 114,218      |             
|equity loans                                         |       |                
|SBIC commitments                                     |       |                 |              | 3,172        |             
|Other mortgage loans                                 |       |                 |              | 79,507       |             
|Commercial business lines                            |       |                 |              | 463,445      |             
|Letters of credit(1)                                 |       |                 |              | 105,807      |             
|Commercial business loan commitments                 |       |                 |              | 13,398       |             
|Loans-in-process                                     |       |                 |              | 27,790       |             
|Contingent liability under recourse provisions(2)    |       |                 |              | 62,861       |             
|                                                     |       |                 |              |              |             
|Total                                                |       |                 | $            | 2,419,440    |             
|                                                     |       |                 |              |              |             

---

|(1) | Letters of credit include $14.0 million related to Company real estate
          development projects.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Amounts are shown based on time to maturity
          for amounts if used. Balances reflect the maximum
amount of potential liability for credit losses at March 31, 2007, that we have retained
relating to an aggregate $1.2 billion 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 our captive reinsurance subsidiary and have a
contingent liability under these provisions of $62.9 million. No liability has been
recorded for such contingent liability at March 31, 2007. Our loss experience to date
under such recourse provisions has been immaterial.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table lists our contractual obligations as of March 31, 2007 by contractual maturity:

|                                     | Total | Less than 1Year | 1 to 3 Years | 3 to 5 Years | After 5Years
|------------------------------------ | ----- | --------------- | ------------ | ------------ | ------------
|
|Certificates of deposit              |       |                 | $            | 3,519,053    |             
|FHLB of Chicago advances             |       |                 |              | 1,307,500    |             
|Other borrowings                     |       |                 |              | 543,215      |             
|Unsecured term bank loan             |       |                 |              | 147,500      |             
|Junior subordinated debentures       |       |                 |              | 67,011       |             
|Purchase obligations                 |       |                 |              | 4,680        |             
|Real estate development contracts(1) |       |                 |              | 7,783        |             
|Post retirement benefit plans        |       |                 |              | 5,871        |             
|Operating leases                     |       |                 |              | 53,028       |             
|                                     |       |                 |              |              |             
|Total                                |       |                 | $            | 5,655,641    |             
|                                     |       |                 |              |              |             

---

|(1) | Does not include FIN 48 tax liabilities of $10.3 million and related accrued interest expense
              of $2.1 million for which the timing of payment of such liabilities cannot be reasonably estimated.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects contractual obligations to purchase land and pending contractual commitments for
              improvements.  This amount does not include estimated development costs not under contract,
              currently estimated at approximately $65 - 70 million for existing real estate development
              projects, the majority of which relates to Springbank which is currently estimated to continue for
              another four to six years.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Regulatory Capital.The Bank is subject to regulatory capital requirements under the rules of the Office of
Thrift Supervision, or 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 us to maintain minimum
amounts and ratios (as set forth in the table below) of three capital requirements: tangible capital (as defined
in the regulations) as a percentage of adjusted total assets, core capital (as defined) as a percentage of
adjusted total assets, and risk-based capital (as defined) as a percentage of total risk-weighted assets.  At
March 31, 2007, the Bank exceeded all minimum regulatory capital ratios to be considered well-capitalized.

29

---

Our actual capital amounts and ratios, as well as minimum amounts and ratios required for capital adequacy
and prompt corrective action provisions are presented in the following table:

|                                         | Actual | For Capital AdequacyPurposes | To Be Well Capitalized Under Prompt Corrective ActionProvisions |         |  | 
|---------------------------------------- | ------ | ---------------------------- | --------------------------------------------------------------- | ------- |  | 
|
|
|At March 31, 2007:                       |        |                              |                                                                 |         |  | 
|Tangible capital (to total assets)       |        |                              | $                                                               | 815,516 |  | 
|Core capital (to total assets)           |        |                              |                                                                 | 815,516 |  | 
|Total capital (to risk-weighted assets)  |        |                              |                                                                 | 829,302 |  | 
|Core capital (to risk-weighted assets)   |        |                              |                                                                 | 815,516 |  | 
|                                         |        |                              |                                                                 |         |  | 
|At December 31, 2006:                    |        |                             
|Tangible capital (to total assets)       |        |                              | $                                                               | 789,888 |  | 
|Core capital (to total assets)           |        |                              |                                                                 | 789,888 |  | 
|Total capital (to risk-weighted assets)  |        |                              |                                                                 | 804,554 |  | 
|Core capital (to risk-weighted assets).. |        |                              |                                                                 | 789,888 |  | 

The following
table reflects the adjustments required to reconcile the Banks stockholders
equity to the Banks regulatory capital at March 31, 2007:

|                                             | Tangible | Core | Risk-Based
|-------------------------------------------- | -------- | ---- | ----------
|
|Stockholder's equity of the Bank             |          |      | $         
|Goodwill and core deposit intangibles        |          |      |           
|Non-permissible subsidiary deduction         |          |      |           
|Non-includible purchased mortgage            |          |     
|servicing rights                             |          |      |           
|Adjustment for available for sale securities |          |      |           
|SFAS 158 adjustment                          |          |      |           
|Recourse on loan sales                       |          |      |           
|General allowance for loan losses            |          |      |           
|                                             |          |      |           
|Regulatory capital of the Bank               |          |      | $         
|                                             |          |      |           

# Asset/Liability
Management

We
consider our primary market risk to be interest rate risk. Interest rate risk on our
balance sheet arises from the maturity mismatch of interest-earning assets versus
interest-bearing liabilities, as well as the potential for maturities to shorten or
lengthen on our interest-earning and interest-bearing liabilities due to the exercise of
options. The most common of these is prepayment options on mortgage loan assets, and put
options on wholesale borrowings or jump-rate features in our certificates of deposits.
Managements goal, through policies established by the Asset/Liability Management
Committee of the Board of Directors, or ALCO, is to maximize net interest income over the
long term while managing our balance sheet within the established interest rate risk
policy limits prescribed by the ALCO and on a basis consistent with our capital management
strategies.

One
of the techniques used in measuring the sensitivity of net interest income to changes in
interest rates is interest rate sensitivity (static) gap analysis. The static gap is 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. We utilize our static gap analysis as means of
managing our interest rate risk at the cumulative one-year time horizon. In this analysis,
maturities of assets and liabilities are adjusted for the estimated impact of embedded
options that are contained in certain financial instruments on our balance sheet. These
include prepayment assumptions on real estate loans and mortgage-backed securities, call
options embedded in investment securities, and put options embedded in certain borrowings.
Because of the level of financial instruments with embedded options on our balance sheet,
certain shortcomings are inherent in using gap analysis to quantify exposure to interest
rate risk. For instance, while we model expected loan prepayments in our static gap
analysis, actual customer behavior may prove to be much different. Changes in interest
rates may impact cash flow on a lag basis, and the duration of our non-maturity deposit
accounts may prove to be not as long-term as we assume them to be in our gap analysis.
However, we still believe static gap analysis remains a useful tool for us to help manage
our interest rate risk.

30

---

Generally,
a negative one-year gap, where more interest-bearing liabilities are repricing or maturing
during the one-year period than interest-earning assets, would tend to reduce net interest
income in a period of rising interest rates. Conversely, during a period of falling
interest rates, a negative one-year gap would likely result in an improvement in net
interest income. Our goal is to maintain our cumulative one-year gap within the range of
(15)% to 15%, although we may begin to adjust our ALCO strategies in our
interest-sensitive portfolios if the gap exceeds (10)% to 10%, recognizing that changes in
ALCO strategies made by management take some time to impact our overall static gap
position. Our loan portfolio tends to have the most impact on the movement in our static
gap over a range of changing interest rates, due to the predominance of one- to
four-family mortgage loans that allow the customer to prepay without penalty. We have
worked to mitigate the impact one- to four-family loans can have on our gap by: 1)
reducing their concentration as a percentage of our overall loan portfolio, 2) limiting
our exposure to long-term fixed-rate mortgage loans, and 3) expanding our equity line of
credit and business loan portfolios, that generally have more frequent interest rate
adjustments, and/or shorter maturities.

Currently
we do not use derivative financial instruments such as interest rate swaps, caps, floors,
options or similar financial instruments, to manage our interest rate risk, or periodic
net interest income. We do use forward commitments with the GSEs and other investors when
selling our loan production originated for sale.

The
table on page 32 sets forth the scheduled repricing or maturity of the Banks assets
and liabilities at March 31, 2007. Prepayment assumptions on loans receivable are based on
internal models developed from our actual prepayment experience, while prepayment
assumptions on mortgage-backed securities and the impact of embedded put options on
borrowings and call options on investments are based on current market expectations. Decay
rates for non-maturity deposits are based on internally generated historical information,
while FHLBC advances are shown at maturity adjusted for any put options deemed in the
money. 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, at March 31, 2007, $17.4 million of
investment securities with final maturities averaging 144 months, but callable in six
months or less are categorized in the six months or less category, $2.4 million of
investment securities with final maturities averaging 102 months, but callable in six to
twelve months are categorized in the six to twelve month category, $7.8 million of
investment securities with final maturities averaging 278 months, but callable in one to
three years are categorized in the one- to three-year category, and $9.7 million of
investment securities with final maturities averaging 166 months, but callable in 3 to 5
years are categorized in the 3 to 5 years category, in anticipation of their calls. At
March 31, 2007, $50 million of putable reverse repos with final maturities of one to three
years are categorized as $50 million in the less than six months category, $150 million
with final maturities of 3 to 5 years are categorized as $150 million in the less than six
months category, $50 million with final maturities of 3 to 5 years are categorized as $50
million in the six to twelve months category, $50 million with final maturities of 3 to 5
years are categorized as $50 million in the one to three years category, and $50 million
with final maturities 5 years or more are categorized as $50 million in the three to five
years category because the put option is 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
we believe that our asset/liability management strategies help to mitigate the potential
negative effects of changes in interest rates on our operations, a decrease in long term
interest rates in the near term may adversely affect our 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 our operation
primarily due to a slowing of prepayments on higher yielding loans receivable and
mortgage-backed securities and rates adjusting upward while new loans would be originated
at higher rates, although the higher rates may also dampen the level of new originations.
Further increases in short-

31

---

term interest rates would negatively impact our operations as
we have more interest-bearing liabilities than interest-earning assets repricing in the
short-term.

|                                               | Scheduled Expected Maturity at March 31, 2007 | 
|---------------------------------------------- | --------------------------------------------- | 
|
|
|Interest-earning assets:                       |                                               | 
|Loans receivable held for sale                 |                                               | 
|Loans receivable                               |                                               | 
|Mortgage-backed securities                     |                                               | 
|Investment securities                          |                                               | 
|Stock in FHLB of Chicago                       |                                               | 
|Interest-bearing deposits                      |                                               | 
|Federal funds sold                             |                                               | 
|                                               |                                               | 
|Total interest-earning assets                  |                                               | 
|                                               |                                               | 
|Interest-bearing liabilities:                  |                                               | 
|Interest-bearing checking accounts.            |                                               | 
|Money market accounts                          |                                               | 
|Passbook accounts                              |                                               | 
|Certificate accounts                           |                                               | 
|FHLBC advances                                 |                                               | 
|Other borrowings                               |                                               | 
|Junior subordinated debentures                 |                                               | 
|                                               |                                               | 
|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, 2006                           |                                               | 
|Cumulative gap                                 |                                               | 
|Cumulative net interest-earning assets as a    |                                               | 
|assets                                         |                                               | 
|                                               |                                               | 
|Cumulative net interest-earning assets as a    |                                               | 
|percentage of interest-bearing liabilities     |                                               | 

Our cumulative one-year gap has extended to (10.83)% at
March 31, 2007 from (7.38)% at December 31, 2006.  The increase in our negative gap is primarily due to
the completion of our balance sheet restructuring during the first quarter of 2007.  At December
31,2006, we had classified all instruments contemplated to be sold or repaid as part of the balance sheet
restructuring into the 6 months or less category, which had a positive impact on the one-year gap at
December 31, 2006 of approximately $325 million, or 3.5%.  The completion of the balance sheet
restructuring and redeployment of some of the excess proceeds into investments beyond one-year
substantially unwound the positive impact at December 31, 2006.  We also continue to manage consumer
demand for shorter-term certificates of deposit and our high rate money market product which is having
some additional negative impact on the one-year gap.

# Item 3. Quantitative and
Qualitative Disclosures About Market Risk

A
quantitative and qualitative analysis about market risk is included in our Annual Report on Form 10-K/A for the year ended December 31, 2006. There have been no material changes in the assumptions used or in the
results of market risk analysis as of March 31, 2007, compared to December 31, 2006. See
Asset/Liability Management in Item 2. for a further discussion of our interest
rate sensitivity gap analysis.

# Item 4. Controls and
Procedures

As
of March 31, 2007, 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 that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that as of March 31, 2007, 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.

32

There
has been no change in our internal control over financial reporting during the first
quarter of 2007 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 1A. Risk Factors.

In addition to the other information set forth in this
report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our
Annual Report on Form 10-K/A for the year ended December 31, 2006, which could materially affect
our business, financial condition or future results.  The risks described in our Annual Report
on Form 10-K/A are not the only risks facing our Company.  Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may materially adversely affect
our business, financial condition and/or operating results.  In addition, we face additional risks and
uncertainties as a result of the Companys agreement to merge with and into National City
Corporation, as disclosed in our Current Report on Form 8-K filed with the SEC on May 1, 2007.  These
risks include, among other things, uncertainty about our ability to obtain the governmental approvals necessary to close
the merger on the proposed terms and schedule or at all; whether our stockholders approve the
merger; and disruption from the merger that might make it more difficult to maintain relationships with our
customers, employees or suppliers.

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

The following table sets forth information in connection with purchases of our common stock
made by, or on behalf of us, during the first quarter of 2007.

|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
|------------------------------------------ | ----------------------------------- | ---------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
|January 1, 2007 through January 31, 2007   |                                     |                              |                                                                                  | -                                                                             
|February 1, 2007 through February 28, 2007 |                                     |                              |                                                                                  | -                                                                             
|March 1, 2007 through March 31, 2007       |                                     |                              |                                                                                  | -                                                                             
|                                           |                                     |                              |                                                                                  |                                                                               
|Total                                      |                                     |                              |                                                                                  | -                                                                             
|                                           |                                     |                              |                                                                                  |                                                                               

---

| | (1) | The table does not include 84 shares that were surrendered in payment of
                    withholding tax in connection with the distribution of restricted stock units
                    during the quarter.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 3. Defaults Upon
Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.None.

# Item 6. Exhibits.

| | Exhibit
No. 2.1 Agreement and Plan of Merger dated as of April 30, 2007 by and between National
City Corporation and MAF Bancorp, Inc. (Incorporated herein by reference to Exhibit 2.1 to
Registrants Form 8-K (File No. 0- 18121) dated May 1, 2007.)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

33

---

| | Exhibit No. 3.1         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.)
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 3.2         Amended and Restated By-laws of Registrant, as amended.+
| | --------------------------------------------------------------------------------

| | Exhibit No. 10.1        Employment Agreement, amended and restated effective as of January
1, 2007, between MAF Bancorp, Inc. and Allen H. Koranda.*+
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.2        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between Mid America Bank. and Allen H. Koranda.*+
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.3        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between MAF Bancorp, Inc. and Kenneth R. Koranda.*+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.4        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between Mid America Bank and Kenneth R. Koranda. *+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.5        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between MAF Bancorp, Inc. and Jerry A. Weberling.*+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.6        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between Mid America Bank and Jerry A. Weberling. *+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.7        Form of Special Termination Agreement, as amended and restated
                                      effective as of January 1, 2007, between MAF Bancorp, Inc. and
various executive
officers.*+
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.8        Form of Special Termination Agreement, as amended and restated
                                      effective as of January 1, 2007, between Mid America Bank and various executive officers.*+
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.+
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | *
Indicates management contracts or compensatory plans or arrangements required to be filed
as an exhibit.  + Filed herewith.
| | -----------------------------------------------------------------------------------------------------------------------------

34

---

# 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                 |  | 
|Allen H. Koranda                     |  | 
|Chairman of the Board and            |  | 
|Chief Executive Officer              |  | 
|(Prinicipal Executive Officer)       |  | 
|                                     |  | 
|/s/ Jerry A. Weberling               |  | 
|Jerry A. Weberling                   |  | 
|Executive Vice President and         |  | 
|Chief Financial Officer and Director |  | 
|(Principal Financial Officer)        |  | 

35

---

# EXHIBIT INDEX

| | Exhibit
No. 2.1 Agreement and Plan of Merger dated as of April 30, 2007 by and between National
City Corporation and MAF Bancorp, Inc. (Incorporated herein by reference to Exhibit 2.1 to
Registrants Form 8-K (File No. 0- 18121) dated May 1, 2007.)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 3.1         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.)
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 3.2         Amended and Restated By-laws of Registrant, as amended.+
| | --------------------------------------------------------------------------------

| | Exhibit No. 10.1        Employment Agreement, amended and restated effective as of January
1, 2007, between MAF Bancorp, Inc. and Allen H. Koranda.*+
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.2        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between Mid America Bank. and Allen H. Koranda.*+
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.3        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between MAF Bancorp, Inc. and Kenneth R. Koranda.*+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.4        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between Mid America Bank and Kenneth R. Koranda. *+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.5        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between MAF Bancorp, Inc. and Jerry A. Weberling.*+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.6        Employment Agreement, amended and restated effective as of January
                                      1, 2007, between Mid America Bank and Jerry A. Weberling. *+
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.7        Form of Special Termination Agreement, as amended and restated
                                      effective as of January 1, 2007, between MAF Bancorp, Inc. and
various executive
officers.*+
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit No. 10.8        Form of Special Termination Agreement, as amended and restated
                                      effective as of January 1, 2007, between Mid America Bank and various executive officers.*+
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.+
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---