<PAGE>

================================================================================

                       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 quarter ended March 31, 2002

                                       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                                   36-3664868
        (State of Incorporation)                        (I.R.S. Employer
                                                       Identification No.)

       55th Street & Holmes Avenue
        Clarendon Hills, Illinois                            60514
(Address of Principal Executive Offices)                   (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. Yes [X] No [ ]

The number of shares outstanding of the issuer's common stock, par value $.01
per share, was 23,128,111 at May 10, 2002.

================================================================================

<PAGE>

                       MAF BANCORP, INC. AND SUBSIDIARIES

                                    FORM 10-Q

Index
-----

<TABLE>
<CAPTION>
Part I.    Financial Information                                                       Page
-------    ---------------------                                                       ----
<S>        <C>                                                                          <C>
Item 1.    Financial Statements

           Consolidated Statements of Financial Condition
           as of March 31, 2002 and December 31, 2001 (unaudited)...................     3

           Consolidated Statements of Operations for the Three
           Months Ended March 31, 2002 and 2001 (unaudited).........................     4

           Consolidated Statement of Changes in Stockholders' Equity
           for the Three Months Ended March 31, 2002 (unaudited)....................     5

           Consolidated Statements of Cash Flows for the
           Three Months Ended March 31, 2002 and 2001 (unaudited)...................     6

           Notes to Unaudited Consolidated Financial Statements (unaudited).........     8

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations......................................    13

Item 3.    Quantitative and Qualitative Disclosures About Market Risk...............    28

Part II.   Other Information
--------   -----------------

Item 1.    Legal Proceedings........................................................    29

Item 2.    Changes in Securities....................................................    29

Item 3.    Defaults Upon Senior Securities..........................................    29

Item 4.    Submission of Matters to a Vote of Security Holders......................    29

Item 5.    Other Information........................................................    29

Item 6.    Exhibits and Reports on Form 8-K.........................................    30

           Signature Page...........................................................    31
</TABLE>

                                       2

<PAGE>

                          Part I. Financial Information

                          Item 1. Financial Statements

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

<TABLE>
<CAPTION>
                                                                           March 31,    December 31,
                                                                             2002           2001
                                                                          ----------    ------------
<S>                                                                       <C>            <C>
Assets
------
Cash and due from banks                                                   $   99,208        82,540
Interest-bearing deposits                                                    112,348        29,367
Federal funds sold                                                           167,360       112,765
                                                                          ----------     ---------
     Total cash and cash equivalents                                         378,916       224,672
                                                                          ----------     ---------

Investment securities available for sale, at fair value                      348,599       355,461
Stock in Federal Home Loan Bank of Chicago, at cost                          133,994       132,081
Mortgage-backed securities available for sale, at fair value                 219,191       142,158
Loans receivable held for sale                                                45,296       161,105
Loans receivable, net of allowance for losses of $19,554 and $19,607       4,206,391     4,286,470
Accrued interest receivable                                                   27,511        28,761
Foreclosed real estate                                                         2,170         1,405
Real estate held for development or sale                                      12,265        12,993
Premises and equipment, net                                                   65,276        63,815
Other assets                                                                  74,622        80,448
Goodwill, net of accumulated amortization of $12,643 and $12,480              95,224        96,851
Core deposit intangibles, net of accumulated amortization of
  $7,552 and $7,128                                                            8,395         8,819
                                                                          ----------     ---------
                                                                          $5,617,850     5,595,039
                                                                          ==========     =========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
   Deposits                                                               $3,647,659     3,557,997
   Borrowed funds                                                          1,390,500     1,470,500
   Advances by borrowers for taxes and insurance                              41,366        38,484
   Accrued expenses and other liabilities                                     88,113        92,185
                                                                          ----------     ---------
     Total liabilities                                                     5,167,638     5,159,166
                                                                          ----------     ---------

Stockholders' equity:
   Preferred stock, $.01 par value; authorized 5,000,000
      shares; none outstanding                                                    --            --
   Common stock, $.01 par value;
      authorized 80,000,000 shares; 25,420,650 shares issued;
      23,093,274 and 22,982,634 shares outstanding                               254           254
   Additional paid-in capital                                                202,936       201,468
   Retained earnings, substantially restricted                               298,405       286,742
   Stock in gain deferral plan; 223,453 shares                                   511           511
   Accumulated other comprehensive income                                      2,534         3,672
   Treasury stock, at cost; 2,550,829 and 2,661,469 shares                   (54,428)      (56,774)
                                                                          ----------     ---------
     Total stockholders' equity                                              450,212       435,873
                                                                          ----------     ---------
                                                                          $5,617,850     5,595,039
                                                                          ==========     =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       3

<PAGE>

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

                                                              Three Months Ended
                                                                    March 31,
                                                              ------------------
                                                               2002       2001
                                                              -------    ------
Interest income:
   Loans receivable                                           $72,005    80,083
   Mortgage-backed securities available for sale                2,372     1,660
   Investment securities available for sale                     5,816     4,930
   Interest-bearing deposits and federal funds sold             1,363     2,474
                                                              -------    ------
        Total interest income                                  81,556    89,147
                                                              -------    ------
Interest expense:
   Deposits                                                    25,546    31,510
   Borrowed funds                                              20,046    25,139
                                                              -------    ------
        Total interest expense                                 45,592    56,649
                                                              -------    ------
        Net interest income                                    35,964    32,498
Provision for loan losses                                          --        --
                                                              -------    ------
        Net interest income after provision for loan losses    35,964    32,498
Non-interest income:
   Gain on sale of:
     Loans receivable                                           2,340       691
     Investment securities                                        465       170
     Foreclosed real estate                                        27       175
   Deposit account service charges                              4,824     3,426
   Income from real estate operations                           2,897     3,349
   Brokerage commissions                                          603       545
   Loan servicing fee expense                                     (40)
                                                                           (263)
   Other                                                        2,558     1,766
                                                              -------    ------
        Total non-interest income                              13,674     9,859
                                                              -------    ------
Non-interest expense:
   Compensation and benefits                                   14,226    11,341
   Office occupancy and equipment                               2,867     2,224
   Advertising and promotion                                    1,187     1,248
   Data processing                                                999       764
   Federal deposit insurance premiums                             174       155
   Amortization of goodwill                                       163       811
   Amortization of core deposit intangibles                       424       340
   Other                                                        3,704     3,065
                                                              -------    ------
        Total non-interest expense                             23,744    19,948
                                                              -------    ------
        Income before income taxes                             25,894    22,409
Income tax expense                                              9,351     8,331
                                                              -------    ------
        Net income                                            $16,543    14,078
                                                              =======    ======

Basic earnings per share                                      $   .72       .61
                                                              =======    ======
Diluted earnings per share                                    $   .70       .60
                                                              =======    ======

See accompanying notes to unaudited consolidated financial statements.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                       Three Months Ended March 31, 2002
                                                  ------------------------------------------------------------------------------
                                                                                    Accumulated    Stock in
                                                           Additional                 other          gain
                                                  Common    paid-in     Retained   comprehensive   deferral   Treasury
                                                   stock    capital     earnings      income         plan      stock      Total
                                                  ------   ----------   --------   -------------   --------   --------   -------
<S>                                                <C>      <C>         <C>           <C>            <C>      <C>        <C>
Balance at December 31, 2001                       $254     201,468     286,742        3,672         511      (56,774)   435,873
                                                   ----     -------     -------       ------         ---      -------    -------
Comprehensive income:
  Net income                                         --          --      16,543           --          --           --     16,543
  Other comprehensive income, net of tax:
    Unrealized holding loss during the period        --          --          --         (841)         --           --       (841)
    Less:  reclassification adjustment of gains
      included in net income                         --          --          --         (297)         --           --       (297)
                                                   ----     -------     -------       ------         ---      -------    -------
  Total comprehensive income                         --          --      16,543       (1,138)         --           --     15,405
                                                   ----     -------     -------       ------         ---      -------    -------
Exercise of 112,294 stock options and
  reissuance of treasury stock                       --          --      (1,447)          --          --        2,397        950
Impact of exercise of acquisition carry-over
  options                                            --       1,413          --           --          --           --      1,413
Tax benefits from stock-related compensation         --          55          --           --          --           --         55
Purchase of treasury stock                           --          --          --           --          --          (51)       (51)
Cash dividends declared, ($.15 per share)            --          --      (3,468)          --          --           --     (3,468)
Dividends paid to gain deferral plan                 --          --          35           --          --           --         35
                                                   ----     -------     -------       ------         ---      -------    -------
Balance at March 31, 2002                          $254     202,936     298,405        2,534         511      (54,428)   450,212
                                                   ====     =======     =======       ======         ===      =======    =======
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                    March 31,
                                                                               --------------------
                                                                                  2002       2001
                                                                               ---------   --------
<S>                                                                            <C>         <C>
Operating activities:
Net income                                                                     $  16,543     14,078
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
         Depreciation and amortization                                             1,344      1,201
         FHLB of Chicago stock dividend                                           (1,913)    (1,700)
         Deferred income tax benefit                                              (8,139)      (300)
         Amortization of intangible assets                                           587      1,151
         Amortization of premiums, discounts, and deferred loan fees               2,063      1,354
         Net gain on sale of loans receivable                                     (2,340)      (691)
         Net gain on sale of investment securities                                  (465)      (170)
         Net gain on real estate held for development or sale                     (2,897)    (3,349)
         Increase in accrued interest receivable                                   1,250        249
         Net decrease in other assets and liabilities                             10,196      4,578
   Loans originated for sale                                                    (248,363)  (247,378)
   Sale of loans originated for sale                                             363,710    125,987
                                                                               ---------   --------
               Net cash provided by (used in) operating activities               131,576   (104,990)
                                                                               ---------   --------
Investing activities:
   Loans receivable originated for investment                                   (430,303)  (267,196)
   Principal repayments on loans receivable                                      511,278    350,032
   Principal repayments on mortgage-backed securities                             11,575      5,826
   Proceeds from maturities of investment securities available for sale           32,199     13,318
   Proceeds from sale of:
      Investment securities available for sale                                       465      1,630
      Real estate held for development or sale                                     8,028     12,183
   Purchases of:
      Investment securities available for sale                                   (29,989)   (56,143)
      Mortgage-backed securities available for sale                              (86,037)   (11,279)
      Real estate held for development or sale                                    (2,586)    (1,104)
      Premises and equipment                                                      (2,805)    (1,192)
                                                                               ---------   --------
Net cash provided by investing activities                                      $  11,825     46,075
                                                                               ---------   --------
</TABLE>

                                                                     (continued)

                                       6

<PAGE>

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

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                                               --------------------
                                                                                 2002        2001
                                                                               --------    --------
<S>                                                                            <C>         <C>
Financing activities:
   Proceeds from FHLB of Chicago advances                                      $     --      80,000
   Proceeds from unsecured line of credit                                            --       6,000
   Repayment of FHLB of Chicago advances                                        (80,000)   (130,000)
   Proceeds from exercise of stock options                                          950         287
   Purchase of treasury stock                                                       (51)     (9,812)
   Cash dividends                                                                (2,726)     (2,288)
   Net increase in deposits                                                      89,788      93,018
   Increase in advances by borrowers for taxes and insurance                      2,882       6,870
                                                                               --------    --------
      Net cash provided by financing activities                                  10,843      44,075
                                                                               --------    --------
Increase (decrease) in cash and cash equivalents                                154,244     (14,840)
Cash and cash equivalents at beginning of period                                224,672     270,520
                                                                               --------    --------
Cash and cash equivalents at end of period                                     $378,916     255,680
                                                                               ========    ========
Supplemental disclosure of cash flow information:
   Cash paid during the period for:
      Interest on deposits and borrowed funds                                  $ 45,786      55,658
      Income taxes                                                                  451          --
Summary of non-cash transactions:
   Transfer of loans receivable to foreclosed real estate                         1,029         877
   Loans receivable swapped into mortgage-backed securities                      13,624      19,668
   Investments securities held-to-maturity transferred to available-for-sale         --      12,633
   Mortgage-backed securities held-to-maturity transferred to
      available-for-sale                                                             --      80,301
                                                                               ========    ========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       7

<PAGE>

                       MAF BANCORP, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                   Three Months Ended March 31, 2002 and 2001
                                   (Unaudited)

(1)  Basis of Presentation

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America 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 accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
of only normal recurring accruals) necessary for a fair presentation have been
included. The results of operations for the three months ended March 31, 2002
are not necessarily indicative of results that may be expected for the year
ending December 31, 2002.

     The consolidated financial statements include the accounts of MAF Bancorp,
Inc. ("Company"), and its wholly-owned subsidiaries, Mid America Bank, fsb and
subsidiaries ("Bank") and MAF Developments, Inc. ("MAFD"), as of and for the
three month periods ended March 31, 2002 and 2001 and as of December 31, 2001.
All material intercompany balances and transactions have been eliminated in
consolidation.

(2)  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 are regarded as
potential common stock and are considered in the diluted earnings per share
calculations to the extent that they have a dilutive effect. Stock options are
the only adjustment made to average shares outstanding in computing diluted
earnings per share. Weighted average shares used in calculating earnings per
share are summarized below for the periods indicated:

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                 ---------------------------------------------------------------------------------
                                                   2002                                   2001
                                 ---------------------------------------   ---------------------------------------
                                   Income         Shares       Per-Share      Income        Shares       Per-Share
                                 (Numerator)   (Denominator)    Amount     (Numerator)   (Denominator)    Amount
                                 -----------   -------------   ---------   -----------   -------------   ---------
                                                  (Dollars in thousands, except per share data)
<S>                               <C>           <C>              <C>         <C>          <C>              <C>
Basic earnings per share:
  Income available to
    common shareholders           $16,543       23,014,821       $.72        $14,078      23,018,672       $.61
                                  =======                        ====        =======                       ====
Effect of dilutive securities:
  Stock options                                    561,199                                   474,394
                                                ----------                                ----------
Diluted earnings per share:
  Income available to common
    shareholders plus assumed
      conversions                 $16,543       23,576,020       $.70        $14,078      23,493,066       $.60
                                  =======      ===========       ====        =======      ==========       ====
</TABLE>

                                       8

<PAGE>

(3)  Commitments and Contingencies

     At March 31, 2002, the Bank had outstanding commitments to originate and
purchase loans of $535.1 million, of which $290.8 million were fixed-rate loans
and $244.3 million were adjustable-rate loans. Prospective borrowers had locked
the interest rate on $203.0 million of these commitments, of which $95.0 million
were fixed rate loans, with rates ranging from 5.5% to 8.5% and $108.9 million
were adjustable rate loans with rates ranging from 4.75% to 8.25%. At March 31,
2002, commitments to sell loans were $94.7 million.

     At March 31, 2002, the Bank had outstanding standby letters of credit
totaling $14.5 million, two of which totaled $13.3 million to enhance a
developer's industrial revenue bond financings of commercial real estate in the
Bank's market. These two letters of credit are collateralized by mortgage-backed
securities and U.S. Government and agency securities owned by the Bank.
Additionally, the Company had outstanding standby letters of credit totaling
$7.1 million related to real estate development improvements.

(4)  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.

(5)  Reclassifications

     Certain reclassifications of 2001 amounts have been made to conform with
the current period presentation.

(6)  Segment Information

     The Company utilizes the "management approach" for segment reporting. This
approach is based on the way that a chief decision maker for the Company
organizes segments for making operating decisions and assessing performance.

     The Company operates two separate lines of business. Our Bank segment
includes all of our banking activities. The Bank operates as a retail bank,
participating in primarily residential mortgage portfolio lending, deposit
gathering and offering other financial services mainly to individuals. Land
development consists primarily of developing raw land for residential use and
sale to builders. All goodwill has been allocated to the Banking segment.
Selected segment information is included in the tables below:

<TABLE>
<CAPTION>
                                  At or For the Three Months Ended March 31, 2002
                             -------------------------------------------------------
                                             Land                       Consolidated
                              Banking     Development   Eliminations       Total
                             ----------   -----------   ------------   -------------
                                                   (In thousands)
<S>                          <C>             <C>             <C>         <C>
Interest income              $   81,556          --          --             81,556
Interest expense                 45,562          30          --             45,592
                             ----------      ------          --          ---------
  Net interest income            35,994         (30)         --             35,964
Non-interest income              10,777       2,897          --             13,674
Non-interest expense             23,367         377          --             23,744
                             ----------      ------          --          ---------
Income before income taxes       23,404       2,490          --             25,894
Income tax expense                8,366         985          --              9,351
                             ----------      ------          --          ---------
Net income                   $   15,038       1,505          --             16,543
                             ==========      ======          ==          =========
Average assets               $5,571,154      15,475          --          5,586,629
                             ==========      ======          ==          =========
</TABLE>

                                       9

<PAGE>

(6)  Segment Information (continued)

<TABLE>
<CAPTION>
                                  At or For the Three Months Ended March 31, 2001
                             --------------------------------------------------------
                                             Land                       Consolidated
                              Banking     Development   Eliminations        Total
                             ---------    -----------   ------------   --------------
                                                (In thousands)
<S>                          <C>             <C>            <C>          <C>
Interest income              $   89,159          --         (12)            89,147
Interest expense                 56,604          57         (12)            56,649
                             ----------      ------          --          ---------
  Net interest income            32,555         (57)         --             32,498
Non-interest income               6,510       3,349          --              9,859
Non-interest expense             19,602         346          --             19,948
                             ----------      ------          --          ---------
Income before income taxes       19,463       2,946          --             22,409
Income tax expense                7,162       1,169          --              8,331
                             ----------      ------          --          ---------
Net income                   $   12,301       1,777          --             14,078
                             ==========      ======         ===          =========
Average assets               $5,114,236      14,421          --          5,128,657
                             ==========      ======         ===          =========

</TABLE>

(7)  New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Accounting Standards ("SFAS") No. 141, "Business Combinations,"
that eliminates the pooling of interests method of accounting for business
combinations with limited exceptions for combinations initiated prior to July 1,
2001. In addition, it clarifies the criteria for recognition of intangible
assets separately from goodwill. This statement is effective for business
combinations completed after June 30, 2001. The Company followed this
pronouncement in accounting for its acquisition of Mid Town Bancorp ("Mid Town")
in November 2001.

     In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which discontinues the amortization of goodwill and indefinite lived
intangible assets and initiates an annual review for impairment, unless more
periodic reviews are warranted. Intangible assets with determinable useful lives
will continue to be amortized. The Company is continuing to evaluate the
impairment of goodwill, which will be finalized in the second quarter of 2002.
The Company does not expect to record an impairment charge upon completion of
the review. However, there can be no assurance that, at the time the review is
completed, a material impairment charge may not be recorded. In October 2001,
the FASB decided to undertake a limited-scope project to reconsider part of the
guidance in SFAS No. 72, "Accounting for Certain Acquisitions of Banking or
Thrift Institutions." In particular, the FASB decided to reconsider whether the
acquisition of a branch is a business combination and if goodwill recorded in
connection with a branch acquisition ("Statement 72 Goodwill") should continue
to be amortized. Currently, Statement 72 Goodwill is excluded from the scope of
SFAS No. 142. Pending further clarification from the FASB, the Company has
continued its amortization of goodwill related to branch acquisitions. The
Company's amortization of goodwill related to branch acquisitions amounted to
$163,000 before tax for the three months ended March 31, 2002 and 2001, and is
included in the consolidated statements of income under the caption
"amortization of goodwill." The unamortized balance as of March 31, 2002 was
$11.7 million and the total expected annual amortization is $653,000 for each of
the next five years.

                                       10

<PAGE>

     The following is a summary of net income and earnings per share for the
three months ended March 31, 2002 and 2001 as adjusted to remove amortization of
goodwill:

                                                            Three Months Ended
                                                                March 31,
                                                          ----------------------
                                                            2002           2001
                                                          -------         ------
                                                          (Dollars in thousands,
                                                          except per share data)

Net income as reported                                    $16,543         14,078
Add back: goodwill amortization                                --            648
                                                          -------         ------
Net income-adjusted                                        16,543         14,726
                                                          =======         ======

Basis earnings per share of common stock:
Net income-as reported                                    $   .72            .61
Goodwill amortization                                          --            .03
                                                          -------         ------
Net income-adjusted                                           .72            .64
                                                          =======         ======

Diluted earnings per share of common stock:
Net income-as reported                                    $   .70            .60
Goodwill amortization                                          --            .03
                                                          -------         ------
Net income-adjusted                                           .70            .63
                                                          =======         ======

     Amortization expense and net income of the Company for the three months
ended March 31, 2002 and 2001 are as follows:

                                                            Three Months Ended
                                                                 March 31,
                                                          ----------------------
                                                            2002           2001
                                                          -------         ------
                                                          (Dollars in thousands)
Goodwill amortization on branch acquisitions              $   163            163
Goodwill amortization                                          --            811
Core deposit intangible amortization                          424            340
Net income                                                 16,543         14,078
                                                          =======         ======

     The changes in the carrying amount of goodwill, by segment, for the three
months ended March 31, 2002 are as follows:

                                                            Land
                                                Banking  Development    Total
                                                -------  -----------    -----
                                                         (Dollars in
                                                          thousands)

Balance as of December 31, 2001                $ 96,851         --     96,851
Amortization expense                               (163)        --       (163)
Adjustment related to Mid Town acquisition       (1,464)        --     (1,464)
                                               --------   --------   --------
Balance at March 31, 2002                        95,224         --     95,224
                                               ========   ========   ========

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

<TABLE>
<CAPTION>

                                   As of December 31, 2001            As of March 31, 2002
                                -----------------------------   -----------------------------
                                Gross Carrying   Accumulated    Gross Carrying   Accumulated
                                   Amount        Amortization      Amount        Amortization
                                --------------   ------------   --------------   ------------
                                   (Dollars in thousands)          (Dollars in thousands)
<S>                            <C>              <C>            <C>              <C>
   Core deposit intangibles        $14,651         (5,832)         $15,947         (7,552)
   Mortgage servicing rights(1)     13,309         (2,778)          16,802         (3,845)
                                   -------         ------          -------         ------
   Total                            27,960         (8,610)          32,749        (11,397)
                                   =======         ======          =======         ======
-------------------
/(1)/ Mortgage servicing rights are included in other assets in the consolidated
statements of financial condition.

     Amortization expense for the core deposits intangibles and mortgage
servicing rights for the three months ended March 31, 2002 and estimates for the
nine months ended December 31, 2002 and five years thereafter are as follows.
These estimates relate to the carrying value of the Bank's core deposit
intangibles and mortgage servicing rights as of March 31, 2002.

                                              Core Deposit         Mortgage
                                              Intangibles      Servicing Rights
                                              -----------      ----------------
                                                  (Dollars in thousands)

Aggregate Amortization Expense:
For the three months ended
  March 31, 2002                              $       424                 1,117
Estimated Amortization Expense:
For the Nine Months Ended
  December 31, 2002                                 1,200                 1,200
For the Year Ended December 31, 2003                1,500                 1,700
For the Year Ended December 31, 2004                1,400                 1,800
For the Year Ended December 31, 2005                1,300                 1,800
For the Year Ended December 31, 2006                  900                 1,900
For the Year Ended December 31, 2007                  600                 2,000

</TABLE>


                                       11

<PAGE>

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses the financial accounting and
reporting for obligations related to the retirement of tangible long-lived
assets and the related asset retirement costs. The statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002.
Adoption of this statement is not expected to have a material effect on the
Company's consolidated financial statements.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment and Disposal of Long-Term Assets." This Statement supercedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," as well as the accounting and reporting of the
Accounting Principles Board (APB) Opinion No. 30, "Reporting the Results of
Operations- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." This
statement eliminates the allocation of goodwill to long-lived assets to be
tested for impairment and details both a probability-weighted and
"primary-asset" approach to estimate cash flows in testing for impairment of
long-lived assets. The Company adopted SFAS No. 144 on January 1, 2002 and upon
adoption, this pronouncement did not have a material impact on the Company's
consolidated financial statements.

                                       12

<PAGE>

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, certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
invoking these safe harbor provisions. 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. Factors which could have a material adverse
effect on the operations and future prospects of the Company and the
subsidiaries include, but are not limited to unanticipated changes in interest
rates, deteriorating economic conditions which could result in increased
delinquencies in the Company's loan portfolio, legislative/regulatory changes,
monetary and fiscal policies of the U.S. Government, including policies of the
U.S. Treasury and the Federal Reserve Board, the quality or composition of the
Company's loan or investment portfolios, demand for loan products and secondary
mortgage market conditions, deposit flows, competition, demand for financial
services and residential real estate in the Company's market area, unanticipated
slow downs in real estate lot sales or problems in closing pending real estate
contracts, delays in real estate development projects, the possible short-term
dilutive effect of potential acquisitions, and changes in accounting principles,
policies and guidelines. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. The Company undertakes no obligation to update forward-looking
statements for the effect of future events.

General

     MAF Bancorp, Inc. ("Company"), is a registered savings and loan holding
company incorporated under the laws of the state of Delaware and is primarily
engaged in the retail banking business through its wholly-owned subsidiary, Mid
America Bank, fsb ("Bank"), and secondarily, in the land development business
primarily through MAF Developments, Inc.

     The Bank is a consumer-oriented financial institution offering various
financial services to its customers through 33 retail banking offices. The Bank
continues to expand its coverage of the greater Chicago Metropolitan area, now
with 11 locations on the north and northwest side of Chicago, a strong presence
in western Cook county and affluent DuPage County, and increasing penetration of
the rapidly-growing collar counties of Will and Kane Counties as well as the
southwest suburbs of Chicago. On November 30, 2001, the Company completed its
acquisition of Mid Town Bancorp, which added four branches, $307 million of
assets and $270 million in deposits to the Bank's branch network. In February
2002, a new branch office was opened in Burr Ridge, Illinois and management has
current plans to open another five branches within the next two years.

     The Bank is principally engaged in the business of attracting deposits from
the general public and using such deposits, along with other borrowings, to make
loans secured by real estate, primarily one- to four-family residential mortgage
loans. To a lesser extent, the Bank also makes multi-family mortgage,
commercial, residential construction, land acquisition and development and a
variety of consumer loans. In 2001, the Bank formed a commercial business
lending unit to target lending and deposit relationships with small to medium
sized business in its primary market areas. Through two wholly-owned
subsidiaries, MAF Developments, and NW Financial, Inc., the Company and the Bank
are also engaged in primarily residential real estate development activities.
Additionally, the Bank operates an insurance agency, Mid America Insurance
Agency, Inc., which provides general insurance services, a title agency, Centre
Point Title Services, Inc., which provides general title services for the Bank's
loan customers, Mid America Investment Services, Inc., which offers investment
services and securities brokerage primarily to Bank customers through its
affiliation with INVEST, a registered broker-dealer, and MAF Realty Co., LLC
III, the holding company of MAF Realty Co., LLC IV, a real estate investment
trust that holds participation interests in certain mortgage loans owned by the
Bank. The Bank also operates Mid America Re, Inc., a wholly-owned captive
reinsurance company
                                       13

<PAGE>

which shares in a portion of mortgage insurance premiums received by certain
mortgage insurance companies. The Company acquired two wholly-owned subsidiaries
of Mid Town at the time of the acquisition in 2001, Mid Town Development
Corporation ("MTDC") and Equitable Finance Corporation ("EFC"). MTDC's primary
activity was making mezzanine loans on commercial real estate properties that
the Bank was making the first mortgage on. EFC's primary activity was making
various types of "sub-prime" loans, generally short-term unsecured personal
loans. The Company does not intend to continue the activities of these two
subsidiaries and will wind down their operations as the loans mature.

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

Regulation and Supervision

     As a federally chartered savings bank, the Bank's deposits are insured up
to the applicable limits by the Federal Deposit Insurance Corporation ("FDIC").
The Bank is a member of the Federal Home Loan Bank ("FHLB") of Chicago, which is
one of the twelve regional banks for federally insured savings institutions
comprising the FHLB system. The Bank is regulated by the Office of Thrift
Supervision ("OTS") and the FDIC. The Bank is further regulated by the Board of
Governors of the Federal Reserve System as to reserves required to be maintained
against deposits and certain other matters. Such regulation and supervision
establishes a comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the insurance fund and
depositors. The regulatory structure also gives the regulatory authorities
extensive discretion in connection with their supervisory and enforcement
activities. Any change in such regulation, whether by the OTS, the FDIC or
Congress could have a material impact on the Company and its operations.

Capital Standards. Savings associations must meet three capital requirements:
core and tangible capital to total assets ratios as well as a regulatory capital
to total risk-weighted assets ratio. The minimum level required for each of
these capital standards is established by regulation. The Company has managed
its balance sheet so as to reasonably exceed these minimums.

          Core Capital Requirement

     The core capital requirement, or the required "leverage limit," currently
requires a savings institution to maintain core capital of not less than 3% of
adjusted total assets. For the Bank, core capital generally includes common
stockholders' equity (including retained earnings), and minority interests in
the equity accounts of fully consolidated subsidiaries, less intangibles other
than certain servicing rights. Investments in and advances to subsidiaries
engaged in activities not permissible for national banks are also required to be
deducted in computing core capital.

          Tangible Capital Requirement

     Under OTS regulation, savings institutions are required to meet a minimum
tangible capital requirement of 1.5% of adjusted total assets. Tangible capital
is defined as core capital less any intangible assets, plus purchased mortgage
servicing rights in an amount includable in core capital.

                                       14

<PAGE>

          Risk-Based Capital Requirement

     The risk-based capital requirement provides that savings institutions
maintain total capital equal to not less than 8% of total risk-weighted assets.
For purposes of the risk-based capital computation, total capital is defined as
core capital, as defined above, plus supplementary capital, primarily general
loan loss reserves (limited to a maximum of 1.25% of total risk-weighted
assets.) In computing total capital, the supplementary capital included cannot
exceed 100% of core capital.

     At March 31, 2002, the Bank was in compliance with all of its capital
requirements as follows:

<TABLE>
<CAPTION>
                                           March 31, 2002          December 31, 2001
                                      -----------------------   -----------------------
                                                   Percent of                Percent of
                                        Amount       Assets       Amount       Assets
                                      ----------   ----------   ----------   ----------
                                                   (Dollars in thousands)
<S>                                   <C>            <C>        <C>            <C>
Stockholder's equity of the Bank      $  476,686      8.53%     $  462,707      8.32%
                                      ==========     =====      ==========     =====

Tangible capital                      $  368,774      6.73%     $  350,825      6.44%
Tangible capital requirement              82,170      1.50          81,686      1.50
                                      ----------     -----      ----------     -----
Excess                                $  286,604      5.23%     $  269,139      4.94%
                                      ==========     =====      ==========     =====

Core capital                          $  368,774      6.73%     $  350,825      6.44%
Core capital requirement                 164,340      3.00         163,372      3.00
                                      ----------     -----      ----------     -----
Excess                                $  204,434      3.73%     $  187,453      3.44%
                                      ==========     =====      ==========     =====

Core and supplementary capital        $  382,237     11.98%     $  364,365     11.31%
Risk-based capital requirement           255,304      8.00         257,691      8.00
                                      ----------     -----      ----------     -----
Excess                                $  126,933      3.98%     $  106,674      3.31%
                                      ==========     =====      ==========     =====

Total Bank assets                     $5,589,111                $5,559,787
Adjusted total Bank assets             5,477,996                 5,445,742
Total risk-weighted assets             3,302,417                 3,335,188
Adjusted total risk-weighted assets    3,191,302                 3,221,143
                                      ==========                ==========
</TABLE>

     A reconciliation of consolidated stockholder's equity of the Bank for
financial reporting purposes to capital available to the Bank to meet regulatory
capital requirements is as follows:

<TABLE>
<CAPTION>
                                                                  March 31,   December 31,
                                                                    2002          2001
                                                                  ---------   ------------
                                                                       (In thousands)
<S>                                                               <C>           <C>
Stockholder's equity of the Bank                                  $476,686      462,707
Goodwill                                                           (95,224)     (96,851)
Core deposit intangibles                                            (8,395)      (8,819)
Non-permissible subsidiary deduction                                (1,260)      (2,055)
Non-includable purchased mortgage servicing rights                  (1,296)      (1,052)
Regulatory capital adjustment for available for sale securities     (1,737)      (3,105)
                                                                  --------      -------
   Tangible and core capital                                       368,774      350,825
Recourse on loan sales                                              (5,937)      (5,901)
General loan loss reserves                                          19,400       19,441
                                                                  --------      -------
   Core and supplementary capital                                 $382,237      364,365
                                                                  ========      =======
</TABLE>

                                       15

<PAGE>

Changes in Financial Condition

     Total assets of the Company were $5.62 billion at March 31, 2002, an
increase of $22.8 million, or .4% from $5.60 billion at December 31, 2001. The
current quarter modest growth rate in total assets is a direct result of a
higher level of mortgage prepayments, and borrowers preferring fixed-rate
mortgage loans, which the Bank sells into the secondary market. Currently,
management expects a continued moderate growth rate for the remainder of 2002 as
interest rates are not expected to change significantly.

     Cash and short-term investments totaled a combined $378.9 million at March
31, 2002, an increase of $154.2 million from the combined balance of $224.7
million at December 31, 2001. The increase is due to the high level of loan
sales as well as deposit inflows during the quarter.

     Investment securities available for sale decreased $6.9 million to $348.6
million at March 31, 2002. The decrease is primarily due to maturities and calls
of $32.2 million of asset-backed and U.S. Agency securities offset by $30.0
million in purchases of corporate debt and Bank trust preferred securities. The
Company recognized a gain of $465,000 on the sale of investment securities
available for sale during the three months ended March 31, 2002.

     Mortgage-backed securities available for sale increased $77.0 million to
$219.2 million at March 31, 2002. The increase is due to $86.0 million in
purchases of Collaterized Mortgage Obligations ("CMO"), offset by normal
amortization and prepayments. The increase in CMO purchases is primarily a
result of the reinvestment of loan sale proceeds during the current quarter.
Included in mortgage-backed securities classified as available for sale are
$166.3 million of CMO securities at March 31, 2002, the majority of which are
collateralized by FNMA, FHLMC and GNMA mortgage-backed securities, and to a
lesser extent by whole loans.

     Loans receivable, including loans held for sale, decreased $195.9 million,
or 4.4%, to $4.25 billion at March 31, 2002. The Bank originated $677.8 million
of loans during the three-month period ended March 31, 2002, compared to $515.5
million during the prior year period. The higher loan origination volume was
primarily due to an increase in mortgage refinance activity, including loan
modifications, as interest rates have decreased compared to the prior year
period. Offsetting this increase in loan balances were amortization and
prepayments totaling $511.3 million, as well as loan sales of $364.5 million.
Loans receivable held for sale decreased $115.8 million during the current
quarter. The large decrease in loans held for sale is due to the decrease in
fixed-rate loan originations during the quarter compared to the quarter ended
December 31, 2001. The Bank typically sells its long-term fixed-rate loan
originations into the secondary market.

     The allowance for loan losses totaled $19.6 million at March 31, 2002, a
decrease of $53,000 from the balance at December 31, 2001, due to net
charge-offs for the period. The Bank's allowance for loan losses to total loans
outstanding was .46% at March 31, 2002, compared to .45% at December 31, 2001.
Non-performing loans increased $5.8 million to $25.2 million, or .59% of total
loans receivable at March 31, 2002, compared to $19.5 million, or .45% of total
loans receivable at December 31, 2001. See "Asset Quality" in this section for a
description of the increase in non-performing assets. The ratio of the allowance
for loan losses to non-performing loans was 77.5% at March 31, 2002 compared to
100.8% at December 31, 2001, and 102.3% at March 31, 2001.

                                       16

<PAGE>

     In determining the allowance for loan losses and the related provision for
loan losses, management considers: (1) subjective factors, including local and
general economic business factors and trends, portfolio concentrations and
changes in the size and/or general terms of the loan portfolio, (2) historical
loss experience which has ranged from 1 to 14 basis points as a percentage of
outstanding loans over the last five years, and (3) specific allocations based
upon probable losses identified during the review of the portfolio.

     Foreclosed real estate increased $765,000 to $2.2 million at March 31,
2002. The Bank's foreclosed real estate at March 31, 2002 consists of 13
single-family homes.

     Real estate held for development or sale decreased $728,000 to $12.3
million at March 31, 2002 primarily due to lot sales in its Tallgrass
subdivision. A summary of the carrying value of real estate held for development
or sale follows:

                          March 31,   December 31,
                            2002          2001
                          ---------   ------------
                                (In thousands)
Tallgrass of Naperville    $ 7,606       8,498
Shenandoah                   4,659       4,495
                           -------      ------
                           $12,265      12,993
                           =======      ======

     The Company had 46 lot sales in Tallgrass of Naperville during the three
months ended March 31, 2002. At March 31, 2002, 123 lots remain in Tallgrass,
with 37 under contract. The Shenandoah project is expected to be a 365-lot
development located in Plainfield, Illinois. The increase in balance is due to
engineering fees related to the project. Lot sales are expected to commence in
late 2002 or early 2003.

     At March 31, 2002, MAFD has entered into multiple real estate purchase
contracts related to the acquisition of approximately 780 acres of vacant land
in a far western suburb of Chicago. The aggregate purchase price of these
contracts is $28.4 million. The contracts contain various contingencies
regarding soil tests, environmental testing, zoning etc., and provide for the
takedown of the land in staggered closings over a four-year period. The proposed
development is in its early planning stages and may entail the acquisition of
additional land in the future. The Company is actively pursuing and expects to
receive the required zoning and desired plat with the local planning commission
to develop this project with a joint venture partner. Assuming the Company
proceeds with this project, based on the existing purchase contracts, current
estimated total developments costs (including land acquisition) are
approximately $68 million. The project will include single-family residential
lots, multi family and commercial parcels along with various other amenities and
be developed in units over an eight-year period.

     Deposits increased $89.7 million, to $3.65 billion at March 31, 2002. After
consideration of interest of $23.6 million credited to accounts during the three
months ended March 31, 2002, actual cash inflows were $66.2 million. The
increase is primarily due to a $97.9 million increase in core deposit accounts
offset by a $8.2 decrease in certificates of deposit.

     Borrowed funds, which consist primarily of FHLB of Chicago advances,
decreased $80.0 million to $1.39 billion at March 31, 2002, attributable to the
repayment of FHLB of Chicago advances from available liquidity. Borrowings at
March 31, 2002 include $55.0 million of the Company's unsecured bank term loan
and $10.0 million drawn on the Company's $40.0 million revolving line of credit.

     Stockholders' equity increased $14.3 million, or 3.29% at March 31, 2002,
primarily due to net income of $16.5 million and $2.4 million proceeds from the
exercise of stock options, offset by a decrease in accumulated other
comprehensive income of $1.1 million and cash dividends declared of $3.5
million.

                                       17

<PAGE>

Asset Quality

     Non-Performing Assets. A loan (whether considered impaired or not) is
classified as non-accrual when collectibility is in doubt. Generally, when a
loan is 90 days or more past due, in the process of foreclosure, or in
bankruptcy, the full amount of previously accrued but unpaid interest 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 loan portfolio.

     For the quarter ended March 31, 2002, interest on non-accrual loans that
would have been recorded as income, had they been performing according to their
original terms, amounted to $378,000, compared to $297,000 for the three months
ended March 31, 2001.

     Non-performing assets increased $6.5 million to $27.4 million at March 31,
2002, from $20.9 million at December 31, 2001, primarily due to one commercial
real estate loan and a secured line of credit to the same borrower aggregating
$4.4 million. These two loans were placed on non-accrual status due to the
borrower being in violation of certain loan covenants. The Bank expects to be
repaid in full in the next 12 months from the net proceeds from the sale of the
property.

     Delinquent Loans. Delinquencies in the Bank's portfolio at the dates
indicated were as follows:

<TABLE>
<CAPTION>
                               61-90 Days                   91 Days or More
                     -----------------------------   -----------------------------
                               Principal                      Principal
                     Number   Balance of   Percent   Number   Balance of   Percent
                       Of     Delinquent     Of        Of     Delinquent     Of
                      Loans      Loans      Total     Loans      Loans      Total
                     ------   ----------   -------   ------   ----------   -------
                                        (Dollars in thousands)
<S>                    <C>      <C>          <C>      <C>      <C>           <C>
March 31, 2002         57       $6,367       .15%     174      $25,104       .58%
                       ==       ======       ===      ===      =======       ===
December 31, 2001      62       $8,058       .18%     158      $19,388       .42%
                       ==       ======       ===      ===      =======       ===
September 30, 2001     49       $6,002       .14%     155      $17,682       .41%
                       ==       ======       ===      ===      =======       ===
June 30, 2001          37       $3,465       .08%     125      $16,397       .37%
                       ==       ======       ===      ===      =======       ===
March 31, 2001         37       $4,745       .10%     123      $15,749       .35%
                       ==       ======       ===      ===      =======       ===
</TABLE>

                                       18

<PAGE>

Loan Portfolio Composition. The following table sets forth the composition of
the Bank's loans receivable portfolio in dollar amounts at the dates indicated:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                   3/31/02       12/31/01       9/30/01       6/30/01       3/31/01      12/31/00
                                  ----------    ----------    ----------    ----------    ----------    ----------
                                                               (Dollars in thousands)
<S>                               <C>           <C>           <C>           <C>           <C>           <C>
Real estate loans:
  One- to four-family:
    Held for investment           $3,475,339    $3,559,466    $3,579,027    $3,635,457    $3,714,537    $3,807,980
    Held for sale                     45,297       161,105       108,931        87,036       162,355        41,074
  Multi-family                       197,422       197,685       171,516       166,777       171,883       173,072
  Commercial                         128,233       139,608        51,060        49,137        46,483        41,223
  Construction                        41,846        43,756        31,969        28,443        31,985        29,566
  Land                                41,152        44,494        31,968        37,962        40,752        40,497
                                  ----------    ----------    ----------    ----------    ----------    ----------
    Total real estate loans        3,929,289     4,146,114     3,974,471     4,004,812     4,167,995     4,133,412
                                  ----------    ----------    ----------    ----------    ----------    ----------

Consumer loans:
  Equity lines of credit             278,688       258,884       193,780       168,875       154,009       146,020
  Home equity loans                   46,249        52,216        56,778        57,977        60,551        64,465
  Other                                6,835         7,975         4,827         4,712         4,735         4,783
                                  ----------    ----------    ----------    ----------    ----------    ----------
    Total consumer loans             331,772       319,075       255,385       231,564       219,295       215,268
Commercial business loans             24,440        19,116        10,958         4,362         3,162         3,528
                                  ----------    ----------    ----------    ----------    ----------    ----------

Total loans receivable             4,285,501     4,484,305     4,240,814     4,240,738     4,390,452     4,352,208
  Loans in process                    17,276        21,678        16,582        14,430        12,949        12,912
  Unearned discounts, premiums
    and deferred loan fees, net       (3,016)       (4,555)       (4,787)       (5,417)       (6,416)       (7,076)
  Allowance for loan losses           19,554        19,607        18,210        18,221        18,279        18,258
                                  ----------    ----------    ----------    ----------    ----------    ----------
Loans receivable, net             $4,251,687    $4,447,575    $4,210,809    $4,213,504    $4,365,640    $4,328,114
                                  ==========    ==========    ==========    ==========    ==========    ==========
</TABLE>

                                       19

<PAGE>

Non-performing assets. The following table sets forth information regarding the
amount of non-accrual loans, loans which at March 31, 2002 were 91 days or
more delinquent but on which the Bank was accruing interest, foreclosed real
estate and non-accrual investment securities of the Bank.

<TABLE>
<CAPTION>
                                                                                      At
                                                        -----------------------------------------------------------
                                                        3/31/02   12/31/01   9/30/01   6/30/01   3/31/01   12/31/00
                                                        -------   --------   -------   -------   -------   --------
                                                                              (In thousands)
<S>                                                     <C>        <C>        <C>       <C>       <C>       <C>
Non-performing loans:
One-to four-family and multi-family loans:
   Non-accrual loans                                    $18,743    17,985     16,442    15,431    16,627    14,023
   Accruing loans 91 days or more overdue /1/                --        --         --        --        --     1,732
                                                        -------    ------     ------    ------    ------    ------
      Total                                              18,743    17,985     16,442    15,431    16,627    15,755
                                                        -------    ------     ------    ------    ------    ------
Commercial real estate, construction and land loans:
   Non-accrual loans                                      5,330       544        342       343       321       269
   Accruing loans 91 days or more overdue                    --        --         --        --        --        --
                                                        -------    ------     ------    ------    ------    ------
      Total                                               5,330       544        342       343       321       269
                                                        -------    ------     ------    ------    ------    ------
Other loans:
   Non-accrual loans                                      1,144       922        961       806       921       683
   Accruing loans 91 days or more overdue                    --        --         --        --        --         2
                                                        -------    ------     ------    ------    ------    ------
   Total                                                  1,144       922        961       806       921       685
                                                        -------    ------     ------    ------    ------    ------
Total non-performing loans:
   Non-accrual loans                                     25,217    19,451     17,745    16,580    17,869    14,975
   Accruing loans 91 days or more overdue /(1)/              --        --         --        --        --     1,734
                                                        -------    ------     ------    ------    ------    ------
      Total                                             $25,217    19,451     17,745    16,580    17,869    16,709
                                                        =======    ======     ======    ======    ======    ======
Non-accrual loans to total loans                            .59%      .45        .43       .40       .42       .35
Accruing loans 91 days or more overdue to total loans        --        --         --        --        --       .04
                                                        -------    ------     ------    ------    ------    ------
         Non-performing loans to total loans                .59%      .45        .43       .40       .42       .39
                                                        =======    ======     ======    ======    ======    ======
   Foreclosed real estate:
   One-to four-family                                   $ 2,170     1,405      1,365     1,260     1,345     1,762
   Commercial, construction and land                         --        --         --        --        --        46
                                                        -------    ------     ------    ------    ------    ------
      Total                                             $ 2,170     1,405      1,365     1,260     1,345     1,808
                                                        =======    ======     ======    ======    ======    ======
Non-performing loans and foreclosed real estate
   to total loans and foreclosed real estate                .65%      .48        .46       .43       .45       .43
                                                        =======    ======     ======    ======    ======    ======
Total non-performing assets                             $27,387    20,856     19,110    17,840    19,214    18,517
                                                        =======    ======     ======    ======    ======    ======
Total non-performing assets to total assets                 .49%      .37        .37       .34       .37       .36
                                                        =======    ======     ======    ======    ======    ======
</TABLE>

----------
/1/  Consisted of loans in process of foreclosure or for which interest was
     otherwise deemed uncollectible

                                       20

<PAGE>

Liquidity and Capital Resources

     The Company's principal sources of funds are cash dividends paid by the
Bank and MAF Developments, and liquidity generated by borrowings or the issuance
of common stock. The Company's principal uses of funds are interest payments on
the Company's $55.0 million term loan, cash dividends to shareholders, loans to
and investments in MAF Developments, as well as investment purchases, stock
repurchases and debt repayment. The Company also maintains a one-year, $40.0
million unsecured revolving line of credit from a commercial bank, due and
renewable annually on November 30. At March 31, 2002, the Company had $10.0
million outstanding under this line of credit. For the three-month period ended
March 31, 2002, the Company declared common stock dividends of $.15 per share,
or $3.5 million.

     The Bank's principal sources of funds are deposits, advances from the FHLB
of Chicago, 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 and loan and mortgage-backed securities prepayments are greatly influenced
by economic conditions, the general level of interest rates and competition. The
Bank utilizes particular sources of funds based on comparative costs and
availability. The Bank generally manages the pricing of its deposits to maintain
a steady deposit balance, but has from time to time decided not to pay rates on
deposits as high as its competition, and when necessary, to supplement deposits
with longer term and/or less expensive alternative sources of funds.

     During the three months ended March 31, 2002, the Bank originated loans
totaling $677.8 million compared with $515.5 million during the same period a
year ago. Loan sales, and swaps of loans for securities backed by those loans,
for the three months ended March 31, 2002, were $364.5 million, compared to
$126.3 million for the prior year period. The Bank has outstanding commitments
to originate and purchase loans of $535.1 million and commitments to sell or
swap loans of $94.7 million at March 31, 2002. At March 31, 2002, the Company
believes that it has sufficient cash to fund its outstanding commitments or will
be able to obtain the necessary funds from outside sources to meet its cash
requirements. Please refer to "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital Resources"
of the Company's Form 10-K for the period ended December 31, 2001, for a
discussion of the Company's contractual obligations and off-balance sheet
commitments. There have been no material changes in these amounts since December
31, 2001.

Asset/Liability Management

     As part of its normal operations, the Bank is subject to interest-rate risk
on the interest-sensitive assets it invests in and the interest-sensitive
liabilities it borrows. The Bank's exposure to interest rate risk is reviewed at
least quarterly by the Bank's asset/liability management committee ("ALCO") and
the Board of Directors of the Company. The ALCO, which includes members of
senior management, monitors the rate and sensitivity repricing characteristics
of the individual asset and liability portfolios the Bank maintains and
determines risk management strategies.

     The Bank utilizes an interest rate sensitivity gap analysis to monitor the
relationship of maturing or repricing interest-earning assets and
interest-bearing liabilities, while maintaining an acceptable interest rate
spread. Interest rate sensitivity gap is defined as the difference between the
amount of interest-earning assets maturing or repricing within a specific period
of time and the amount of interest-bearing liabilities maturing or repricing
within that same period of time, and is usually analyzed at a period of one
year. Generally, a negative gap, where more interest-bearing liabilities are
repricing or maturing than interest-earning assets, would tend to result in a
reduction in net interest income in a period of rising interest rates.
Conversely, during a period of falling interest rates, a negative gap would
likely result in an improvement in net interest income. Management's goal is to
maintain its cumulative one-year gap within the range of (15)% to 15%. The gap
ratio fluctuates as a result of market conditions and management's expectation
of future interest rate trends. The Bank's asset/liability management strategy
emphasizes, for its own portfolio, the origination of one- to four-family
adjustable-rate

                                       21

<PAGE>

loans and other loans which have shorter terms to maturity or reprice more
frequently than fixed-rate mortgage loans, yet provide a positive margin over
the Bank's cost of funds.

     The Bank, except as noted below, has not used derivative financial
instruments such as interest rate swaps, caps, floors, options or similar
financial instruments to manage its interest rate risk. However, in conjunction
with its origination and sale strategy, management does hedge the Bank's
exposure to interest rate risk primarily by committing to sell fixed-rate
mortgage loans for future delivery. Under these commitments, the Bank agrees to
sell fixed-rate loans at a specified price and at a specified future date. The
sale of fixed-rate mortgage loans for future delivery has enabled the Bank to
continue to originate new mortgage loans, and to generate gains on sale of these
loans as well as loan servicing fee income, while maintaining its gap ratio
within the parameters discussed above. Most of these forward sale commitments
are conducted with FNMA and FHLMC with respect to loans that conform to the
requirements of these government agencies. The forward commitment of mortgage
loans presents a risk to the Bank if the Bank is not able to deliver the
mortgage loans by the commitment expiration date. If this should occur, the Bank
would be required to pay a fee to the buyer. The Bank attempts to mitigate this
risk by charging potential retail borrowers a 1% fee to fix the interest rate,
or by requiring the interest rate to float at market rates until shortly before
closing. In addition, the Bank uses U.S. Treasury bond futures contracts to
hedge some of the mortgage pipeline exposure. These futures contracts are used
to hedge mortgage loan production in those circumstances where loans are not
sold forward as described above.

     The table on the next page sets forth the scheduled repricing or maturity
of the Bank's assets and liabilities at March 31, 2002. The table uses
management's assumptions regarding prepayment percentages on loans and
mortgage-backed securities, based on its current experience in these portfolios.
The Bank uses the withdrawal assumptions used by the FHLB of Chicago with
respect to NOW, checking and passbook accounts, which are 17.0%, 17.0%, 17.0%,
16.0%, and 33.0%, respectively. Investment securities and FHLB advances that
contain call provisions at the option of the issuer or lender are generally
shown in the category relating to their respective final maturities. However,
due to recent volatility in market interest rates, $40.8 million of investment
securities with final maturities ranging from 7 to 38 months, but callable in 6
months or less are categorized in the 6 months or less category and $15.2
million of investments with a final maturity of 48 months, but callable in 6
months to one year is categorized in the 6 months to one year category in
anticipation of their call. Additionally, $25.0 million of FHLB advances with a
final remaining maturity of 75 months, but callable in 6 months or less in
anticipation of their call by the lender is categorized in the 6 months or less
category and $25 million of FHLB advances with a final maturity of 46 months,
but callable in 6 months to one year is categorized in the 6 months to one year
category in anticipation of their call.

     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, loan prepayment rates will differ from those rates assumed by management
for presentation purposes in the table.

                                       22

<PAGE>

     Management believes that its asset/liability management strategies mitigate
the potential effects of changes in interest rates on the Bank's operations, and
does not believe that the following table is particularly meaningful.

<TABLE>
<CAPTION>
                                                                                At March 31, 2002
                                                  ------------------------------------------------------------------------
                                                               More Than    More Than   More Than
                                                   6 Months    6 Months      1 Year     3 Years to   More Than
                                                   or Less     to 1 Year   to 3 Years    5 Years      5 Years      Total
                                                  ----------   ---------   ----------   ----------   ---------   ---------
                                                                              (In thousands)
<S>                                               <C>           <C>        <C>          <C>          <C>         <C>
Interest-earning assets:
   Loans receivable                               $  869,128     475,518     879,838     765,080     1,281,677   4,271,241
   Mortgage-backed securities                         72,943      20,809      37,444      26,803        61,192     219,191
   Interest-bearing deposits                         112,348          --          --          --            --     112,348
   Federal funds sold                                167,360          --          --          --            --     167,360
   Investment securities (1)                         319,163      29,287      52,198      38,313        43,632     482,593
                                                  ----------    --------   ---------    --------     ---------   ---------
   Total interest-earning assets                   1,540,942     525,614     969,480     830,196     1,386,501   5,252,733
   Impact of hedging activity (2)                     45,296          --          --          --       (45,296)         --
                                                  ----------    --------   ---------    --------     ---------   ---------
   Total net interest-earning assets adjusted
     for impact of hedging activities              1,586,238     525,614     969,480     830,196     1,341,205   5,252,733
                                                  ----------    --------   ---------    --------     ---------   ---------

Interest-bearing liabilities:
   NOW and checking accounts                          29,182      26,702      97,728      60,706       129,001     343,319
   Money market accounts                             450,149          --          --          --            --     450,149
   Passbook accounts                                  76,842      70,310     257,336     159,851       339,684     904,023
   Certificate accounts                              985,695     409,636     270,279      36,413         6,716   1,708,739
   FHLB advances                                     225,000     160,000     475,500     175,000       290,000   1,325,500
   Other borrowings                                   65,000          --          --          --            --      65,000
                                                  ----------    --------   ---------    --------     ---------   ---------
   Total interest-bearing liabilities              1,831,868     666,648   1,100,843     431,970       765,401   4,796,730
                                                  ----------    --------   ---------    --------     ---------   ---------
Interest sensitivity gap                          $ (245,630)   (141,034)   (131,363)    398,226       575,804     456,003
                                                  ==========    ========   =========    ========     =========   =========
Cumulative gap                                    $ (245,630)   (386,664)   (518,027)   (119,801)      456,003
                                                  ==========    ========   =========    ========     =========
Cumulative gap assets as a percentage
   of total assets                                     (4.37)%     (6.88)      (9.22)      (2.13)         8.12
Cumulative net interest-earning assets as
   a percentage of interest-bearing liabilities        86.59%      84.52       85.61       97.03        109.51

At December 31, 2001
--------------------
Cumulative gap                                    $   (2,622)   (199,920)   (112,931)    197,155       459,797
                                                  ==========    ========   =========    ========     =========
Cumulative gap assets as a percentage
   of total assets                                     (0.05)%     (3.57)      (2.02)       3.52          8.22
Cumulative net interest-earning assets as
   a percentage of interest-bearing liabilities        99.84%      91.61       96.71      104.99        109.62
</TABLE>

----------
/(1)/ Includes $134.0 million of stock in FHLB of Chicago in 6 months or less.
/(2)/ Represents forward commitments to sell long-term fixed-rate mortgage
      loans.

     The Bank's one-year cumulative gap grew to (6.88)% at March 31, 2002
compared to (3.57)% at December 31, 2001 primarily due to 1) the growth in core
deposit accounts since December 31, 2001; 2) a slight shortening of maturities
in the Bank's certificate of deposit accounts; and 3) slower prepayments speeds
on loans receivable which slightly lengthened estimated loan maturities.

                                       23

<PAGE>

Average Balances/Rates

     The following table sets forth certain information relating to the Bank's
consolidated statements of financial condition and reflects the average yield on
assets and average cost of liabilities for the periods indicated. Average yields
and costs are derived by dividing income or expense by the average balance of
assets or liabilities, respectively, for the periods shown. Average balances are
derived from average daily balances. The yield/cost at March 31, 2002 includes
fees which are considered adjustments to yield.

<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
                                           -----------------------------------------------------------------       At March 31,
                                                        2002                                2001                       2002
                                           -------------------------------   -------------------------------   -------------------
                                                                   Average                           Average
                                             Average                Yield/     Average                Yield/                Yield/
                                             Balance    Interest    Cost       Balance    Interest    Cost       Balance     Cost
                                           ----------   --------   -------   ----------   --------   -------   ----------   ------
                                                                             (Dollars in Thousands)
<S>                                        <C>           <C>        <C>      <C>           <C>        <C>      <C>           <C>
Assets:
Interest-earning assets:
   Loans receivable                        $4,353,404    72,005     6.62%    $4,368,240    80,083     7.34%    $4,271,241    6.70%
   Mortgage-backed securities                 176,549     2,372     5.37        100,853     1,660     6.58        219,191    5.40
   Interest-bearing deposits (1)               84,047       436     2.10         30,927       510     6.69        112,348    1.65
   Federal funds sold (1)                     181,223       927     2.07        109,306     1,964     7.29        167,360    1.62
   Investment securities (2)                  473,387     5,974     5.12        289,321     4,967     6.96        482,593    4.71
                                           ----------    ------              ----------    ------              ----------
    Total interest-earning assets           5,268,610    81,714     6.22      4,898,647    89,184     7.29      5,252,733    6.19
Non-interest earning assets                   318,019                           230,010                           365,117
                                           ----------                        ----------                        ----------
    Total assets                           $5,586,629                        $5,128,657                        $5,617,850
                                           ==========                        ==========                        ==========

Liabilities and stockholders' equity:
Interest-bearing liabilities:
   Deposits                                 3,352,212    25,546     3.09      2,839,382    31,510     4.50      3,406,230    3.00
   Borrowed funds                           1,440,437    20,046     5.64      1,659,578    25,139     6.14      1,390,500    5.67
                                           ----------    ------              ----------    ------              ----------
    Total interest-bearing liabilities      4,792,649    45,592     3.86      4,498,960    56,649     5.11      4,796,730    3.77
                                                         ------     ----                   ------     ----                   ----
Non-interest  bearing deposits                222,417                           134,146                           241,429
Other liabilities                             129,027                           105,382                           129,479
                                           ----------                        ----------                        ----------
    Total liabilities                       5,144,093                         4,738,488                         5,167,638
Stockholders' equity                          442,536                           390,169                           450,212
                                           ----------                        ----------                        ----------
    Liabilities and stockholders' equity   $5,586,629                        $5,128,657                        $5,617,850
                                           ==========                        ==========                        ==========
Net interest income/interest rate spread                 36,122     2.36%                  32,535     2.18%                  2.42%
                                                         ======     ====                   ======     ====                   ====

Net earning assets/net yield on
    average interest-earning  assets       $  475,961               2.74%    $  399,687               2.66%    $  456,003     N/A
                                           ==========               ====     ==========               ====     ==========    ====

Ratio of interest-earning assets to
    interest-bearing liabilities                         109.93%                           108.88%                 109.51%
                                                         ======                            ======              ==========
</TABLE>

----------
/(1)/ Includes pro-rata share of interest income received on outstanding drafts
      payable.
/(2)/ Income and yields are stated on a taxable equivalent basis.

                                       24

<PAGE>

Rate/Volume Analysis of Net Interest Income

     The following table describes the extent to which changes in interest rates
and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Bank's interest income and interest expense during
the periods indicated, on a taxable equivalent basis. Information is provided in
each category with respect to (i) changes attributable to changes in volume
(changes in volume multiplied by prior rate), (ii) changes attributable to
changes in rates (changes in rates multiplied by prior volume), and (iii) the
net change. 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, 2002
                                                  Compared to
                                       Three Months Ended March 31, 2001
                                              Increase (Decrease)
                                       ---------------------------------
                                       Volume        Rate          Net
                                       -------      -------      -------
                                                (In thousands)

Interest-earning assets:
  Loans receivable                     $  (271)      (7,807)      (8,078)
  Mortgage-backed securities             1,062         (350)         712
  Interest bearing deposits                454         (528)         (74)
  Federal funds sold                       868       (1,905)      (1,037)
  Investment securities                  2,595       (1,588)       1,007
                                       -------      -------      -------
    Total                                4,708      (12,178)      (7,470)
                                       -------      -------      -------

Interest-bearing liabilities:
  Deposits                               5,139      (11,103)      (5,964)
  Borrowed funds                        (3,153)      (1,940)      (5,093)
                                       -------      -------      -------
    Total                                1,986      (13,043)     (11,057)
                                       -------      -------      -------
Net change in net interest income      $ 2,722          865        3,587
                                       =======      =======      =======

Comparison of the Results of Operations for the Three Months Ended March 31,
2002 and 2001

     General - Net income for the three months ended March 31, 2002 was $16.5
million, or $.70 per diluted share, compared to net income of $14.1 million, or
$.60 per diluted share for the three months ended March 31, 2001. On November
30, 2001, the Company completed its acquisition of Mid Town Bancorp in a
transaction that was accounted for under the purchase accounting method for
financial purposes. As a result, the current period's results, other than per
share amounts and ratio analyses, are not generally comparable to the results
for the corresponding prior year's quarter. The increase in earnings per share
is primarily due to higher net interest income and most areas of non-interest
income, offset by higher non-interest expense. Additionally, the elimination of
goodwill amortization resulting from the implementation of SFAS No. 142 (adopted
January 1, 2002) added $648,000 or $.03 to diluted earnings per share for the
current quarter.

     Net interest income - Net interest income was $36.0 million for the current
quarter, compared to $32.5 million for the quarter ended March 31, 2001, an
increase of $3.5 million or 10.7%. The Company's average interest-earning assets
increased to $5.27 billion for the three months ended March 31, 2002, compared
to $4.90 billion for the three months ended March 31, 2001, while the Company's
net interest margin increased to 2.74% for the current three month period,
compared to 2.66% in the prior year period. The improved margin is attributable
to a greater decline in the Bank's average cost of funds compared to the decline
in the yield on interest-earning assets, due to the shorter-term nature of the
Bank's deposit accounts and higher level of core deposit accounts.

                                       25

<PAGE>

     Interest income on loans receivable decreased $8.1 million as a result of a
$14.8 million decrease in average loans receivable, and a 72 basis point
decrease in the average yield. The decrease in the average balance of loans
receivable is due to the predominance of long-term fixed rate originations over
the past 12 months, of which the Bank sold a majority to control its interest
rate risk. The decline in the average rate is a function of current originations
being at lower interest rates, the downward repricing of ARM loans, and
prepayments of higher-rate loans due to declining interest rates. Interest
income on mortgage-backed securities increased $712,000 to $2.4 million for the
current quarter, due primarily to a $75.7 million increase in average balances,
while interest income on investment securities increased $886,000 to $5.8
million, due to a $184.1 million increase in the average balance of this
portfolio. The increase in investment and mortgage-backed securities balances is
primarily due to purchases during the quarter as a result of higher cash flows
from loan sales as well as the acquisition of Mid Town.

     The average balance of interest bearing deposits and federal funds
increased $125.0 million for the three months ended March 31, 2002 compared to
the prior year period offset by a 508 basis point decrease in average yield.
This increase in balances is due to the high level of loan prepayments and fixed
rate loan sale activity which is holding down loan portfolio growth, as well as
the strong deposit flows in the current quarter. The decrease in yield is due to
the 475 basis points of Federal Reserve Board easings in the last 15 months. The
Company currently has a historically high level of liquidity, and currently
expects to redeploy the excess amounts into ARM loans, investments and
mortgage-backed securities as well as to repay maturing advances and meet
seasonal real estate tax payments for mortgage loan customers.

     Interest expense on deposit accounts decreased $6.0 million to $25.5
million for the first quarter of 2002, due to a $512.8 million increase in
average deposits compared to the prior year quarter, and a 141 basis point
decrease in the average cost of deposits compared to the prior year's
three-month period. Approximately $267.5 million of the growth in average
deposits is attributable to the acquisition of Mid Town Bank in November 2001.
The decrease in average cost of deposits is primarily due to the downward
repricing of maturing certificates of deposit, an increase in low-cost core
deposits through acquisition and internal growth and the lower rates paid on
these deposits as short-term rates have declined. The Bank expects the average
cost of deposits trend lower in 2002.

     Interest expense on borrowed funds decreased $5.1 million to $20.0 million,
as a result of a $219.1 million decrease in the average balance of borrowed
funds, and a 50 basis point decrease in the average cost of borrowed funds. The
decrease in the average balance was primarily due to a $250.3 million decrease
in the average balance of FHLB advances as maturities were not refinanced by the
Bank, but rather repaid from deposit inflows and loan prepayments. Most of the
repayments and maturities were high cost FHLB advances, which led to a decline
in the average rate of borrowed funds.

     Provision for loan losses - The Bank provided no provision for loan losses
during the first quarter of 2002 or the 2001 first quarter. Net chargeoffs
during the 2002 quarter were $53,000 compared to net recoveries of $21,000 for
the three months ended March 31, 2001. The lack of a provision this quarter is
due to an assessment of a number of factors, including the stable composition of
the loan portfolio, good historical loss experience as evidenced by net
recoveries for the quarter, and the low level of non-performing assets, which is
expected to continue. There were no changes in estimation method or assumptions
that impacted the provision for loan loss during the quarter.

     Non-interest income - Non-interest income increased $3.8 million, or 38.7%,
to $13.7 million for the three months ended March 31, 2002, compared to $9.9
million for the three months ended March 31, 2001. The increase is due to
increased gains on sales of loans and investment securities, higher fee income
from deposit accounts and continued positive results in real estate development
operations.

     Gain on sale of loans increased to $2.3 million for the three months ended
March 31, 2002, compared to $691,000 for the three months ended March 31, 2001.
Lower interest rates, and a higher level of fixed-rate loan originations led to
increased profits from loan sales for the three months ended March 31, 2002,
compared to 2001. A $130,000 mark-to-market adjustment is included in gain on
sale of loans as a result of valuation of loan

                                       26

<PAGE>

commitments and forward loan sale contracts accounted for as derivative
instruments. Current quarter loan sale volume was $364.5 million, including
$13.6 million of current quarter originations that were swapped into
mortgage-backed securities and sold. For the three months ended March 31, 2001,
loan sale volume was $126.3 million. The Company currently expects loan
originations to be strong throughout 2002, although trending toward more
adjustable-rate loans. Because the Company generally retains adjustable rate
loans in portfolio, this expected change in loan originations will result in
lower mortgage banking profits, as well as contribute to more moderate balance
sheet growth in 2002 as compared in 2001.

     Income from real estate operations decreased $452,000 to $2.9 million for
the three months ended March 31, 2002 compared to the prior year quarter. The
Company sold 46 lots in Tallgrass of Naperville project during the three months
ended March 31, 2002, compared to 85 lots for the prior year quarter. However,
there was a significant increase in profit per lot is primarily due to higher
lot prices on current year sales compared to the prior year, without any
appreciable increase in development costs. There are 123 lots remaining to be
sold in this 952-lot subdivision at March 31, 2002, of which 37 are under
contract. Based on the strong lot demand in Tallgrass, as well as the expected
bulk sales of commercial and multi-family acreage in this project. Management
currently expects that pre-tax income from real estate development for the
twelve months ended December 31, 2002 should be in the range of $10.5-$12.0
million.

     Deposit account service charges increased $1.4 million, or 40.8%, to $4.8
million for the three months ended March 31, 2002 compared to $3.4 million for
the prior year quarter, due to continued growth in the number of checking
accounts through acquisition and internal sales efforts, as well as fee
increases. At March 31, 2002, the Bank had approximately 144,400 checking
accounts, compared to 118,400 at March 31, 2001.

     Brokerage commissions increased $58,000, or 10.6%, to $603,000 for the
three months ended March 31, 2002 compared to the prior year quarter. The
increase in commission income is due to higher sales volumes and more seasoned
brokers.

     Loan servicing fee expense improved $223,000 to a net expense of $(40,000)
for the three months ended March 31, 2002, compared to $(263,000) for the prior
year quarter. The average balance of loans serviced for others increased 91.0%
to $1.32 billion for the current three-month period compared to $797.9 million
for the prior year three-month period. Amortization of mortgage servicing rights
was $1.1 million for the three months ended March 31, 2002, compared to $614,000
for the prior year three-month period due to higher prepayments in the current
quarter. The prior year quarter included a $215,000 impairment writedown on
mortgage servicing rights as a result of expected higher prepayment speeds at
that time.

     Other non-interest income increased $792,000, or 45.0% to $2.6 million for
the three months ended March 31, 2002, compared to $1.8 million for the prior
year quarter. The increase is due primarily to increased income from loan
modification fee income from refinance transactions as well as income from the
Bank's mortgage reinsurance subsidiary, which began operations in 2001.

     Non-interest expense - Non-interest expense increased $3.8 million or 19.0%
compared to prior year period, to $23.7 million for the three months ended March
31, 2002.

     Compensation and benefits increased 25.4% or $2.9 million to $14.2 million
for the three months ended March 31, 2002, compared to the three months ended
March 31, 2001. The increase is primarily due to increased employee costs from
the Mid Town acquisition and two new branches, normal salary increases, higher
medical costs, and increased staffing costs due to increased loan origination
volume and the Bank's new business banking division.

     Occupancy expense increased $643,000, or 28.9% to $2.9 million for the
three months ended March 31, 2002 compared to the prior year period, primarily
due to increased operating expenses from the four branch sites acquired from Mid
Town as well as the two new branches opened since November 2001.

                                       27

<PAGE>

     Data processing expense increased $235,000 or 30.8% to $1.0 million for the
three months ended March 31, 2002 compared to the prior year period. The
increase is primarily due to increased depreciation expense related to
additional computer equipment at new and acquired branches.

     Amortization of intangibles decreased $564,000 to $587,000 for the three
months ended March 31, 2002. The amortization relates to goodwill and core
deposit intangibles from transactions accounted for under the purchase method of
accounting. The decrease in expense over the prior period was attributable to
the elimination of certain goodwill amortization expense resulting from the
implementation of SFAS 142, which was adopted January 1, 2002.

     Other non-interest expense increased $639,000 to $3.7 million for the three
months ended March 31, 2002 compared to the prior year period. Costs increased
due to higher check losses and increased stationery and supplies expense
resulting from the addition of two new branches and four acquired branches since
the prior year period.

     Income taxes - For the three months ended March 31, 2002, income tax
expense totaled $9.4 million, or an effective income tax rate of 36.1%, compared
to $8.3 million, or an effective income tax rate of 37.2%, for the three months
ended March 31, 2001. The lower effective income tax rate in the current period
is primarily the result of the decrease in goodwill amortization expense
resulting from implementation of SFAS No. 142 (effective January 1, 2002). Most
of the Company's goodwill amortization expense in prior periods has not been tax
deductible.

Outlook for 2002

     As previously stated in the Company's December 31, 2001 10-K, management
currently expects earnings per share for 2002 to be in the range of $3.00-$3.05
per diluted share, or an increase of 17%-19% over 2001. For the quarter ending
June 30, 2002, management currently expects to report results in the range of
$.71-$.73 per share, including income from real estate operations of $2.1-$2.4
million.

     The Company's 2002 projections assume moderate balance sheet growth in the
7-9% range and a relatively steep U.S. Treasury yield curve, which is expected
to result in an increase in the interest rate spread and a corresponding modest
improvement in the net interest margin. Management indicates that it is looking
for its real estate development operation to contribute $10.5-$12.0 million in
pre-tax earnings in 2002 and also reports continued strong growth in fee income.
The projections also assume housing and mortgage activity in the Bank's markets
remain strong and credit quality remains good.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     A comprehensive qualitative and quantitative analysis regarding market risk
is disclosed in the Company's December 31, 2001 Form 10-K. There have been no
material changes in the assumptions used or results obtained regarding market
risk since December 31, 2001.

                                       28

<PAGE>

Part II - Other Information
---------------------------

Item 1.   Legal Proceedings. Not applicable.

Item 2.   Changes in Securities. Not applicable.

Item 3.   Defaults Upon Senior Securities. Not applicable.

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

          (a)  The Company held its Annual Meeting of Shareholders on May 1,
               2002.

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

                                               For             Withheld
                                          ------------        ----------
               Allen H. Koranda            20,163,727           409,629
               Robert Bowles, MD           20,078,184           495,172
               David Burba                 20,222,038           351,318

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

               Terry A. Ekl                       Jerry A. Weberling
               Joe F. Hanauer                     Lois Vasto
               Kenneth Koranda                    Andrew Zych
               F. William Trescott

          The name of the director who is retiring after the Annual Meeting is
          as follows:

               Henry Smogolski

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

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

                              For      Against   Abstain   Broker Non-votes
                          ----------   -------   -------   ----------------
                          20,440,629   96,718    36,009          --

          (d)  None.

Item 5. Other Information. None.

                                       29

<PAGE>

Item 6. Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

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

               (i)  Restated Certificate of Incorporation. (Incorporated herein
                    by reference to Exhibit 3.1 to Registrant's Form 8-K dated
                    December 19, 2000).

               (ii) Amended and Restated By-laws of Registrant.

          Exhibit No. 10. Material Contracts

               (i)  Amendment dated March 27, 2001 to the Mid America Bank, fsb
                    Supplemental Executive Retirement Plan, as amended. *

               (ii) Amendment dated March 27, 2001 to the MAF Bancorp, Inc.
                    Stock Option Gain Deferral Plan. *

          ----------

          *    Indicates management contracts or compensatory plans or
               arrangements required to be filed as an exhibit.

          Exhibit No. 11. Statement re: Computation of per share earnings.

                                                                 Quarter Ended
                                                                 March 31, 2002
                                                                 --------------

          Net income                                              $16,543,000
                                                                  ===========
          Weighted average common shares outstanding               23,014,821
                                                                  ===========
          Basic earnings per share                                $       .72
                                                                  ===========

          Weighted average common shares outstanding               23,014,821
          Common stock equivalents due to dilutive
           effect of stock options                                    561,199
                                                                  -----------
          Total weighted average common shares and equivalents
           outstanding for diluted computation                     23,576,020
                                                                  ===========
          Diluted earnings per share                              $       .70
                                                                  ===========

     (b)  Reports on Form 8-K.

          A Form 8-K was filed to report that on January 28, 2002, MAF Bancorp,
          Inc. announced its 2001 fourth quarter earnings results, and a copy of
          the press release was included as an exhibit.

          A Form 8-K was filed to report that on February 22, 2002, MAF Bancorp,
          Inc. announced its participation in the Midwest 2002 Super-Community
          Bank Conference, and a copy of the press release was included as an
          exhibit.

          A Form 8-K was filed to report that in February 25, 2002, MAF Bancorp,
          Inc. announced the opening of a new branch and reiterated its earnings
          estimate for 2002. A copy of the press release was included as an
          exhibit.

                                       30

<PAGE>

     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)


Date:   May 13, 2002                  By: /s/ Allen H. Koranda
--------------------                      --------------------------------------
                                                  Allen H. Koranda
                                              Chairman of the Board and
                                               Chief Executive Officer


Date:  May 13, 2002                   By: /s/ Jerry A. Weberling
-------------------                       --------------------------------------
                                                 Jerry A. Weberling
                                            Executive Vice President and
                                               Chief Financial Officer

                                       31