<DOCUMENT>

<TYPE>EX-3.1

<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION

<TEXT>

 

 

                                   EXHIBIT 3.1

 

 

                      RESTATED CERTIFICATE OF INCORPORATION

                              OF MAF BANCORP, INC.

 

<PAGE>

 

                                                                     EXHIBIT 3.1

                                                                     -----------

 

                      RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                                MAF BANCORP, INC.

 

     MAF BANCORP, INC., a corporation organized and existing under and by virtue

of the General Corporation Law of the State of Delaware (the "Corporation"),

DOES HEREBY CERTIFY as follows:

 

     1.   The name of the Corporation is MAF Bancorp, Inc. The original

Certificate of Incorporation of the Corporation was filed with the Secretary of

State of the State of Delaware on August 2, 1989.

 

     2.   This Restated Certificate of Incorporation does not amend the

provisions of the Certificate of Incorporation of this Corporation. This

Restated Certificate of Incorporation, which was duly adopted in accordance with

the provisions of Section 245 of the General Corporation Law of the State of

Delaware, restates and integrates the provisions of the Certificate of

Incorporation of the Corporation.

 

     3.   The text of the Restated Certificate of Incorporation as heretofore

amended or supplemented is hereby restated to read in its entirety as follows:

 

     FIRST: The name of the Corporation is MAF Bancorp, Inc. (hereinafter

sometimes referred to as the "Corporation").

 

     SECOND: The address of the registered office of the Corporation in the

State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City

of Wilmington, County of New Castle. The name of the registered agent at that

address is The Corporation Trust Company.

 

     THIRD: The purpose of the Corporation is to engage in any lawful act or

activity for which a corporation may be organized under the General

Corporation Law of Delaware.

 

     FOURTH:

 

     A.   The total number of shares of all classes of stock which the

Corporation shall have authority to issue is eighty-five million (85,000,000)

consisting of:

 

                           (a)     five million (5,000,000) shares of Preferred

          Stock, par value one cent ($.01) per share (the "Preferred Stock");

          and

 

                           (b)  eighty million (80,000,000) shares of Common

          Stock, par value one cent ($.01) per share (the "Common Stock").

 

     B.   The Board of Directors is authorized, subject to any limitations

prescribed by law, to provide for the issuance of the shares of Preferred Stock

in series, and by filing a certificate pursuant to the applicable law of the

State of Delaware (such certificate being hereinafter referred to as a

"Preferred Stock Designation"), to establish from time to time the number of

shares to be included in each such series, and to fix the designation, powers,

preferences, and rights of the shares of each such series and any

qualifications, limitations or restrictions thereof. The number of authorized

shares of Preferred Stock may be increased or decreased (but not below the

number of shares thereof then outstanding) by the affirmative vote of the

holders of a majority of the Common Stock, without a vote of the holders of the

Preferred Stock, or of any series thereof, unless a vote of any such holders is

required pursuant to the terms of any Preferred Stock Designation.

 

     C.   1.   Notwithstanding any other provision of this Certificate of

Incorporation, in no event shall any record owner of any outstanding Common

Stock which is beneficially owned, directly or indirectly, by a person who, as

of any record date for the determination of stockholders entitled to vote on any

matter, beneficially owns in

 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/21/2000

001643134 - 2203985

 

<PAGE>

 

excess of 10% of the then-outstanding shares of Common Stock (the "Limit"), be

entitled, or permitted to any vote in respect of the shares held in excess of

the Limit. The number of votes which may be cast by any record owner by virtue

of the provisions hereof in respect of Common Stock beneficially owned by such

person owning shares in excess of the Limit shall be a number equal to the total

number of votes which a single record owner of all Common Stock owned by such

person would be entitled to cast, multiplied by a fraction, the numerator of

which is the number of shares of such class or series beneficially owned by such

person and owned of record by such record owner and the denominator of which is

the total number of shares of Common Stock beneficially owned by such person

owning shares in excess of the Limit.

 

          2.   The following definitions shall apply to this Section C of this

     Article FOURTH:

 

                           (a) An "affiliate" of a specified person shall mean a

          person shall mean a person that directly, or indirectly through one or

          more intermediaries, controls, or is controlled by, or is under common

          control with, the person specified.

 

                           (b) "Beneficial ownership" shall be determined

          pursuant to Rule 13d-3 of the General Rules and Regulations under the

          Securities Exchange Act of 1934 (or any successor rule or statutory

          provision), or, if said Rule 13d-3 shall be rescinded and there shall

          be no successor rule or statutory provision thereto, pursuant to said

          Rule 13d-3 as in effect on August 1, 1989; provided, however, that a

          person shall, in any event, also be deemed the "beneficial owner" of

          any Common Stock:

 

                                    (1)     which such person or any of its

               affiliates beneficially owns, directly or indirectly; or

 

                                    (2) which such person or any of its

               affiliates has (i) the right to acquire (whether such right is

               exercisable immediately or only after the passage of time),

               pursuant to any agreement, arrangement or understanding (but

               shall not be deemed to be the beneficial owner of any voting

               shares solely by reason of an agreement, contract, or other

               arrangement with this Corporation to effect any transaction

               which is described in any one or more of clauses of Section A

               of Article EIGHTH) or upon the exercise of conversion rights,

               exchange rights, warrants, or options or otherwise, or (ii)

               sole or shared voting or investment power with respect thereto

               pursuant to any agreement, arrangement, understanding,

               relationship or otherwise (but shall not be deemed to be the

               beneficial owner of any voting shares solely by reason of a

               revocable proxy granted for a particular meeting of

               stockholders, pursuant to a public solicitation of proxies for

               such meeting, with respect to shares of which neither such

               person nor any such affiliate is otherwise deemed the

               beneficial owner); or

 

                                    (3) which are beneficially owned, directly

               or indirectly, by any other person with which such first

               mentioned person or any of its affiliates acts as a

               partnership, limited partnership, syndicate or other group

               pursuant to any agreement, arrangement or understanding for

               the purpose of acquiring, holding, voting or disposing of any

               shares of capital stock of this Corporation; and provided

               further, however, that (1) no director or officer of this

               Corporation (or any affiliate of any such director or officer)

               shall, solely by reason of any or all of such directors or

               officers acting in their capacities as such, be deemed, for

               any purposes hereof, to beneficially own any Common Stock

               beneficially owned by any other such director or officer (or

               any affiliate thereof), and (2) neither any employee stock

               ownership or similar plan of this Corporation or any

               subsidiary of this Corporation nor any trustee with respect

               thereto (or any affiliate of such trustee) shall, solely by

               reason of such capacity of such trustee, be deemed, for any

               purposes hereof, to beneficially own any Common Stock held

               under any such plan. For purposes of computing the percentage

               beneficial ownership of Common Stock of a person the

               outstanding Common Stock shall include shares deemed owned by

               such person through application of this subsection but shall

               not include any other Common Stock which may be issuable by

               this Corporation pursuant to any agreement, or upon exercise

               of conversion rights, warrants or options, or otherwise. For

               all other purposes, the outstanding Common Stock shall include

               only Common Stock then outstanding and shall not include any

               Common Stock which may be issuable by this Corporation

               pursuant to any agreement, or upon the exercise of conversion

               rights, warrants or options, or otherwise.

 

                                        2

 

<PAGE>

 

                           (c)     A "person" shall mean any individual, firm,

          corporation, or other entity.

 

                           (d)     The board of directors shall have the power

          to construe and apply the provisions of this section and to make all

          determinations necessary or desirable to implement such provisions,

          including but not limited to matters with respect to (1) the number of

          shares of Common Stock beneficially owned by any person, (2) whether a

          person is an affiliate of another, (3) whether a person has an

          agreement, arrangement, or understanding with another as to the

          matters referred to in the definition of beneficial ownership, (4) the

          application of any other definition or operative provision of the

          section to the given facts, or (5) any other matter relating to the

          applicability or effect of this section.

 

          3.   The board of directors shall have the right to demand that

     any person who is reasonably believed to beneficially own Common Stock in

     excess of the Limit (or holds of record Common Stock beneficially owned by

     any person in excess of the Limit) supply the Corporation with complete

     information as to (1) the record owner(s) of all shares beneficially owned

     by such person who is reasonably believed to own shares in excess of the

     Limit, (2) any other factual matter relating to the applicability or effect

     of this section as may reasonably be requested of such person.

 

          4.   Except as otherwise provided by law or expressly provided

     in this Section C, the presence, in person or by proxy, of the holders of

     record of shares of capital stock of the Corporation entitling the holders

     thereof to cast a majority of the votes (after giving effect, if required,

     to the provisions of this section) entitled to be cast by the holders of

     shares of capital stock of the Corporation entitled to vote shall

     constitute a quorum at all meetings of the stockholders, and every

     reference in this Certificate of Incorporation to a majority or other

     proportion of capital stock (or the holders thereof) for purposes of

     determining any quorum requirement or any requirement for stockholder

     consent or approval shall be deemed to refer to such majority or other

     proportion of the votes (or the holders thereof) then entitled to be cast

     in respect of such capital stock.

 

          5.   Any constructions, applications, or determinations made by

     the Board of Directors pursuant to this section in good faith and on the

     basis of such information and assistance as was then reasonably available

     for such purpose shall be conclusive and binding upon the Corporation and

     its stockholders.

 

          6.   In the event any provision (or portion thereof) of this

     Section C shall be found to be invalid, prohibited or unenforceable for any

     reason, the remaining provisions (or portions thereof) of this Section

     shall remain in full force and effect, and shall be construed as if such

     invalid, prohibited or unenforceable provision had been stricken herefrom

     or otherwise rendered inapplicable, it being the intent of this Corporation

     and its stockholders that each such remaining provision (or portion

     thereof) of this Section C remain, to the fullest extent permitted by law,

     applicable and enforceable as to all stockholders, including stockholders

     owning an amount of stock over the Limit, notwithstanding any such finding.

 

         FIFTH: The following provisions are inserted for the management of the

business and the conduct of the affairs of the Corporation, and for further

definition, limitation and regulation of the powers of the Corporation and of

its directors and stockholders:

 

                           (a)     The business and affairs of the Corporation

          shall be managed by or under the direction of the Board of Directors.

          In addition to the powers and authority expressly conferred upon them

          by Statute or by this Certificate of Incorporation or the By-laws of

          the Corporation, the directors are hereby empowered to exercise all

          such powers and do all such acts and things as may be exercised or

          done by the Corporation.

 

                           (b)     The directors of the Corporation need not be

          elected by written ballot unless the By-laws so provide.

 

                           (c)     Any action required or permitted to be taken

          by the stockholders of the Corporation must be effected at a duly

          called annual or special meeting of stockholders of the Corporation

          and may not be effected by any consent in writing by such

          stockholders.

 

                                        3

 

<PAGE>

 

                           (d)     Special meetings of stockholders of the

         Corporation may be called only by the Board of Directors pursuant to a

         resolution adopted by a majority of the total number of authorized

         directors (whether or not there exist any vacancies in previously

         authorized directorships at the time any such resolution is presented

         to the Board for adoption) (the "Whole Board").

 

         SIXTH:

 

     A.   The number of directors shall be fixed from time to time exclusively

by the Board of Directors pursuant to a resolution adopted by a majority of the

Whole Board. The directors shall be divided into three classes, as nearly equal

in number as reasonably possible, with the term of office of the first class to

expire at the first annual meeting of stockholders, the term of office of the

second class to expire at the annual meeting of stockholders one year thereafter

and the term of office of the third class to expire at the annual meeting of

stockholders two years thereafter. At each annual meeting of stockholders

following such initial classification and election, directors elected to succeed

those directors whose terms expire shall be elected for a term of office to

expire at the third succeeding annual meeting of stockholders after their

election.

 

     B.   Subject to the rights of the holders of any series of Preferred Stock

then outstanding, newly created directorships resulting from any increase in the

authorized number of directors or any vacancies in the Board of Directors

resulting from death, resignation, retirement, disqualification, removal from

office or other cause may be filled only by a majority vote of the directors

then in office, though less than a quorum, and directors so chosen shall hold

office for a term expiring at the annual meeting of stockholders at which the

term of office of the class to which they have been elected expires. No decrease

in the number of directors constituting the Board of Directors shall shorten the

term of any incumbent director.

 

     C.   Advance notice of stockholder nominations for the election of

directors and of business to be brought by stockholders before any meeting of

the stockholders of the Corporation shall be given in the manner provided in the

By-Laws of the Corporation.

 

     D.   Subject to the rights of the holders of any series of Preferred Stock

then outstanding, any directors, or the entire Board of Directors, may be

removed from office at any time, but only for cause and only by the affirmative

vote of the holders of at least 80 percent of the voting power of all of the

then-outstanding shares of capital stock of the Corporation entitled to vote

generally in the election of directors (after giving effect to the provisions of

Article FOURTH of this Certificate of Incorporation ("Article FOURTH")), voting

together as a single class.

 

     SEVENTH: The Board of Directors is expressly empowered to adopt, amend or

repeal By-laws of the Corporation. Any adoption, amendment or repeal of the

By-laws of the Corporation by the Board of Directors shall require the approval

of a majority of the Whole Board. The stockholders shall also have power to

adopt, amend or repeal the By-laws of the Corporation. In addition to any vote

of the holders of any class or series of stock of this Corporation required by

law or by this Certificate of Incorporation, the affirmative vote of the holders

of at least 80 percent of the voting power of all of the then-outstanding shares

of the capital stock of the Corporation entitled to vote generally in the

election of directors (after giving effect to the provisions of Article FOURTH),

voting together as a single class, shall be required to adopt, amend or repeal

any provisions of the By-laws of the Corporation.

 

     EIGHTH:

 

     A.   In addition to any affirmative vote required by law or this

Certificate of Incorporation, and except as otherwise expressly provided in this

Section:

 

          1.   any merger or consolidation of the Corporation or any Subsidiary

     (as hereinafter defined) with (i) any Interested Stockholder (as

     hereinafter defined) or (ii) any other corporation (whether or not itself

     an Interested Stockholder) which is, or after such merger or consolidation

     would be, an Affiliate (as hereinafter defined) of an Interested

     Stockholder; or

 

          2.   Any sale, lease, exchange, mortgage, pledge, transfer or other

     disposition (in one transaction or a series of transactions) to or with any

     Interested Stockholder, or any Affiliate of any Interested Stockholder, of

     any

 

                                        4

 

<PAGE>

 

assets of the Corporation or any Subsidiary having an aggregate Fair Market

Value (as hereafter defined) equaling or exceeding 25% or more of the combined

assets of the Corporation and its Subsidiaries; or

 

          3.   the issuance or transfer by the Corporation or any Subsidiary (in

     one transaction or a series of transactions) of any securities of the

     Corporation or any Subsidiary to any Interested Stockholder or any

     Affiliate of any Interested Stockholder in exchange for cash, securities or

     other property (or a combination thereof) having an aggregate Fair Market

     Value (as hereinafter defined) equaling or exceeding 25% of the combined

     assets of the Corporation and its Subsidiaries except pursuant to an

     employee benefit plan of the Corporation or any Subsidiary thereof; or

 

          4.   the adoption of any plan or proposal for the liquidation or

     dissolution of the Corporation proposed by or on behalf of an Interested

     Stockholder or any Affiliate of any Interested Stockholder; or

 

          5.   any reclassification of securities (including any reverse stock

     split), or recapitalization of the Corporation, or any merger or

     consolidation of the Corporation with any of its Subsidiaries or any other

     transaction (whether or not with or into or otherwise involving an

     Interested Stockholder) which has the effect, directly or indirectly, of

     increasing the proportionate share of the outstanding shares of any class

     of equity or convertible securities of the Corporation or any Subsidiary

     which is directly or indirectly owned by any Interested Stockholder or any

     Affiliate of any Interested Stockholder; shall require the affirmative vote

     of the holders of at least 80% of the voting power of the then outstanding

     shares of stock of the Corporation entitled to vote in the election of

     directors (the "Voting Stock"), voting together as a single class. Such

     affirmative vote shall be required notwithstanding the fact that no vote

     may be required, or that a lesser percentage may be specified, by law or by

     any other provisions of this Certificate of Incorporation or any Preferred

     Stock Designation or in any agreement with any national securities exchange

     or otherwise.

 

     The term "Business Combination" as used in this Article EIGHTH shall mean

any transaction which is referred to in any one or more of paragraphs 1 through

5 of Section A of this Article EIGHTH.

 

     B.   The provisions of Section A of this Article EIGHTH shall not be

applicable to any particular Business Combination, and such Business Combination

shall require only the affirmative vote of the majority of the outstanding

shares of capital stock entitled to vote, or such vote as is required by law or

by this Certificate of Incorporation, if, in the case of any Business

Combination that does not involve any cash or other consideration being received

by the stockholders of the Corporation solely in their capacity as stockholders

of the Corporation, the condition specified in the following paragraph 1 is met

or, in the case of any other Business Combination, all of the conditions

specified in either of the following paragraphs 1 and 2 are met:

 

          1.   The Business Combination shall have been approved by a majority

of the Disinterested Directors (as hereinafter defined).

 

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

 

                           (a)     The aggregate amount of the cash and the Fair

          Market Value as of the date of the consummation of the Business

          Combination of consideration other than cash to be received per share

          by the holders of Common Stock in such Business Combination shall at

          least be equal to the higher of the following:

 

                                   I. (if applicable) the Highest Per Share

                    Price (as hereinafter defined), including any brokerage

                    commissions, transfer taxes and soliciting dealers' fees,

                    paid by the Interested Stockholder or any of its Affiliates

                    for any shares of Common Stock acquired by it (X) within the

                    two-year period immediately prior to the first public

                    announcement of the proposal of the Business Combination

                    (the "Announcement Date"), or (Y) in the transaction in

                    which it became an Interested Stockholder, whichever is

                    higher.

 

                                   II.  the Fair Market Value per share of

                    Common Stock on the Announcement Date or on the date on

                    which the Interested Stockholder became an Interested

                    Stockholder (such latter date is referred to in this Article

                    EIGHTH as the "Determination Date"), whichever is higher.

 

                                        5

 

<PAGE>

 

                           (b)     The aggregate amount of the cash and the Fair

          market Value as of the date of the consummation of the Business

          Combination of consideration other than cash to be received per share

          by holders of shares of any class of outstanding Voting Stock other

          than Common Stock shall be at least equal to the highest of the

          following (it being intended that the requirements of this

          subparagraph (b) shall be required to be met with respect to every

          such class of outstanding Voting Stock, whether or not the Interested

          Stockholder has previously acquired any shares of a particular class

          of Voting Stock):

 

                                   I.   (if applicable) the Highest Per Share

                    Price (as hereinafter defined), including any brokerage

                    commissions, transfer taxes and soliciting dealers' fees,

                    paid by the Interested Stockholder for any shares of such

                    class of Voting Stock acquired by it (X) within the two-year

                    period immediately prior to the Announcement Date, or (Y) in

                    the transaction in which it became an Interested

                    Stockholder, whichever is higher;

 

                                   II.  (if applicable) the highest preferential

                    amount per share to which the holders of shares of such

                    class of Voting Stock are entitled in the event of any

                    voluntary or involuntary liquidation, dissolution or winding

                    up of the Corporation; and

 

                                   III. the Fair Market Value per share of such

                    class of Voting Stock on the Announcement Date or on the

                    Determination Date, whichever is higher.

 

                           (c)     The consideration to be received by holders

          of a particular class of outstanding Voting Stock (including Common

          Stock) shall be in cash or in the same form as the Interested

          Stockholder has previously paid for shares of such class of Voting

          Stock. If the Interested Stockholder has paid for shares of any class

          of Voting Stock with varying forms of consideration, the form of

          consideration to be received per share by holders of shares of such

          class of Voting Stock shall be either cash or the form used to acquire

          the largest number of shares of such class of Voting Stock previously

          acquired by the Interested Stockholder. The price determined in

          accordance with subparagraph B.2 of this Article EIGHTH shall be

          subject to appropriate adjustment in the event of any stock dividend,

          stock split, combination of shares or similar event.

 

                           (d)     After such Interested Stockholder has become

          an Interested Stockholder and prior to the consummation of such

          Business Combination: (i) except as approved by a majority of the

          Disinterested Directors, there shall have been no failure to declare

          and pay at the regular date therefor any full quarterly dividends

          (whether or not cumulative) on any outstanding stock having preference

          over the Common Stock as to dividends or liquidation; (ii) there shall

          have been (X) no reduction in the annual rate of dividends paid on the

          Common Stock (except as necessary to reflect any subdivision of the

          Common Stock), except as approved by a majority of the Disinterested

          Directors, and (Y) an increase in such annual rate of dividends as

          necessary to reflect any reclassification (including any reverse stock

          split), recapitalization, reorganization or any similar transaction

          which has the effect of reducing the number of outstanding shares of

          the Common Stock, unless the failure to so increase such annual rate

          is approved by a majority of the Disinterested Directors, and (iii)

          neither such Interested Stockholder or any of its Affiliates shall

          have become the beneficial owner of any additional shares of Voting

          Stock except as part of the transaction which results in such

          Interested Stockholder becoming an Interested Stockholder.

 

                           (e)     After such Interested Stockholder has become

          an Interested Stockholder, such Interested Stockholder shall not have

          received the benefit, directly or indirectly (except proportionately

          as a stockholder), of any loans, advances, guarantees, pledges or

          other financial assistance or any tax credits or other tax advantages

          provided by the Corporation, whether in anticipation of or in

          connection with such Business Combination or otherwise.

 

                           (f)     A proxy or information statement describing

          the proposed Business Combination and complying with the requirements

          of the Securities Exchange Act of 1934 and the rules and regulations

          thereunder (or any subsequent provisions replacing such Act, rules or

          regulations) shall be mailed to stockholders of the Corporation at

          least 30 days prior to the consummation of such Business Combination

          (whether or not such proxy or information statement is required to be

          mailed pursuant to such Act or subsequent provisions).

 

                                        6

 

<PAGE>

 

     C.   For the purposes of this Article EIGHTH:

 

          1.   A "Person" shall include an individual, a group acting in

     concert, a corporation, a partnership, an association, a joint venture, a

     pool, a joint stock company, a trust, an unincorporated organization or

     similar company, a syndicate or any other group formed for the purpose of

     acquiring, holding or disposing of securities.

 

          2. "Interested Stockholder" shall mean any person (other than the

     Corporation or any Holding Company or Subsidiary thereof) who or which:

 

                           (a)     is the beneficial owner, directly or

          indirectly, of more than 10% of the voting power of the outstanding

          Voting Stock; or

 

                           (b)     is an Affiliate of the Corporation and at any

          time within the two-year period immediately prior to the date in

          question was the beneficial owner, directly or indirectly, of 10% or

          more of the voting power of the then outstanding Voting Stock; or

 

                           (c)     is an assignee of or has otherwise succeeded

          to any shares of Voting Stock which were at any time within the

          two-year period immediately prior to the date in question beneficially

          owned by any Interested Stockholder, if such assignment or succession

          shall have occurred in the course of a transaction or series of

          transactions not involving a public offering within the meaning of the

          Securities Act of 1933.

 

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

 

                           (a)     which such person or any of its Affiliates or

          Associates (as hereinafter defined) beneficially owns, directly or

          indirectly within the meaning of Rule 13d-3 under the Securities

          Exchange Act of 1934, as in effect on August 1, 1989; or

 

                           (b)     which such person or any of its Affiliates or

          Associates has (i) the right to acquire (whether such right is

          exercisable immediately or only after the passage of time), pursuant

          to any agreement, arrangement or understanding or upon the exercise of

          conversion rights, exchange rights, warrants or options, or otherwise,

          or (ii) the right to vote pursuant to any agreement, arrangement or

          understanding (but neither such person nor any such Affiliate or

          Associate shall be deemed to be the beneficial owner of any shares

          solely by reason of a revocable proxy granted for a particular meeting

          of stockholders, pursuant to a public solicitation of proxies for such

          meeting, and with respect to which shares neither such person nor any

          such Affiliate or Associate is otherwise deemed the beneficial owner);

          or

 

                           (c)     which are beneficially owned, directly or

          indirectly within the meaning of Rule 13d-3 under the Securities

          Exchange Act of 1934, as in effect on August 1, 1989, by any other

          person with which such person or any of its Affiliates or Associates

          has any agreement, arrangement or understanding for the purposes of

          acquiring, holding, voting (other than solely by reason of a revocable

          proxy as described in subparagraph (b) of this paragraph 3.) or

          disposing of any shares of Voting Stock; provided, however, that in

          the case of any employee stock ownership or similar plan of the

          Corporation or of any Subsidiary in which the beneficiaries thereof

          possess the right to vote any shares of Voting Stock held by such

          plan, no such plan nor any trustee with respect thereto (nor any

          Affiliate of such trustee), solely by reason of such capacity of such

          trustee, shall be deemed, for any purposes hereof, to beneficially own

          any shares of Voting Stock held under any such plan.

 

          4.   For the purpose of determining whether a person is an Interested

     Stockholder pursuant to Paragraph 2 of this Section C, the number of shares

     of Voting Stock deemed to be outstanding shall include shares deemed owned

     through application of Paragraph 3 of this Section C but shall not include

     any other shares of Voting Stock which may be issuable pursuant to any

     agreement, arrangement or understanding, or upon exercise of conversion

     rights, warrants or options, or otherwise.

 

                                        7

 

<PAGE>

 

          5.   "Affiliate" and "Associate" shall have the respective meanings

     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations

     under the Securities Exchange Act of 1934, as in effect on August 1, 1989.

 

          6. "Subsidiary" means any corporation of which a majority of any class

     of equity security is owned, directly or indirectly, by the Corporation;

     provided, however, that for the purposes of the definition of Interested

     Stockholder set forth in Paragraph 2 of this Section C, the term

     "Subsidiary" shall mean only a corporation of which a majority of each

     class of equity security is owned, directly or indirectly, by the

     Corporation.

 

          7.   "Disinterested Director" means any member of the Board of

     Directors who is unaffiliated with the Interested Stockholder and was a

     member of the Board of Directors prior to the time that the Interested

     Stockholder became an Interested Stockholder, and any director who is

     thereafter chosen to fill any vacancy of the Board of Directors or who is

     elected and who, in either event, is unaffiliated with the Interested

     Stockholder and in connection with his or her initial assumption of office

     is recommended for appointment or election by a majority of Disinterested

     Directors then on the Board of Directors.

 

          8.   "Fair Market Value" means: (a) in the case of stock, the highest

     closing sales price of the stock during the 30-day period immediately

     preceding the date in question of a share of such stock on the National

     Association of Securities Dealers Automated Quotation System or any system

     then in use, or, if such stock is admitted to trading on a principal United

     States securities exchange registered under the Securities Exchange Act of

     1934, Fair Market Value shall be the highest sale price reported during the

     30-day period preceding the date in question, or, if no such quotations are

     available, the Fair Market Value on the date in question of a share of such

     stock as determined by the Board of Directors in good faith, in each case

     with respect to any class of stock, appropriately adjusted for any dividend

     or distribution in shares of such stock or any combination or

     reclassification of outstanding shares of such stock into a smaller number

     of shares of such stock, and (b) in the case of property other than cash or

     stock, the Fair Market Value of such property on the date in question as

     determined by the Board of Directors in good faith.

 

          9.   Reference to "Highest Per Share Price" shall in each case with

     respect to any class of stock reflect an appropriate adjustment for any

     dividend or distribution in shares of such stock or any stock split or

     reclassification of outstanding shares of such stock into a greater number

     of shares of such stock or any combination or reclassification of

     outstanding shares of such stock into a smaller number of shares of such

     stock.

 

          10.  In the event of any Business Combination in which the Corporation

     survives, the phrase "other consideration to be received" as used in

     Subparagraphs (a) and (b) of Paragraph 2 of Section B of this Article

     EIGHTH shall include the shares of Common Stock and/or the shares of any

     other class of outstanding Voting Stock retained by the holders of such

     shares.

 

     D.   A majority of the Directors of the Corporation shall have the power

and duty to determine for the purposes of this Article EIGHTH, on the basis of

information known to them after reasonable inquiry, (a) whether a person is an

Interested Stockholder; (b) the number of shares of Voting Stock beneficially

owned by any person; (c) whether a person is an Affiliate or Associate of

another; and (d) whether the assets which are the subject of any Business

Combination have, or the consideration to be received for the issuance or

transfer of securities by the Corporation or any Subsidiary in any Business

Combination has an aggregate Fair Market Value equaling or exceeding 25% of the

combined assets of the Corporation and its Subsidiaries. A majority of the

Directors shall have the further power to interpret all of the terms and

provisions of this Article EIGHTH.

 

     E.   Nothing contained in this Article EIGHTH shall be construed to relieve

any Interested Stockholder from any fiduciary obligation imposed by law.

 

     F.   Notwithstanding any other provisions of this Certificate of

Incorporation or any provision of law which might otherwise permit a lesser vote

or no vote, but in addition to any affirmative vote of the holders of any

particular class or series of the Voting Stock required by law, this Certificate

of Incorporation or any Preferred Stock Designation, the affirmative vote of the

holders of at least 80 percent of the voting power of all of the

then-outstanding shares of the Voting Stock, voting together as a single class,

shall be required to alter, amend or repeal this Article EIGHTH.

 

                                        8

 

<PAGE>

 

     NINTH: The Board of Directors of the Corporation, when evaluating any offer

of another Person (as defined in Article EIGHTH hereof) to (A) make a tender or

exchange offer for any equity security of the Corporation, (B) merge or

consolidate the Corporation with another corporation or entity or (C) purchase

or otherwise acquire all or substantially all of the properties and assets of

the Corporation, may, in connection with the exercise of its judgment in

determining what is in the best interest of the Corporation and its

stockholders, give due consideration to all relevant factors, including, without

limitation, the social and economic effect of acceptance of such offer on the

Corporation's present and future customers and employees and those of its

Subsidiaries (as defined in Article EIGHTH hereof); on the communities in which

the Corporation and its Subsidiaries operate or are located; on the ability of

the Corporation to fulfill its corporate objectives as a savings and loan

holding company and on the ability of its subsidiary savings association to

fulfill the objectives of a federally-chartered stock form savings association

under applicable statutes and regulations.

 

     TENTH:

 

     A.   Each person who was or is made a party or is threatened to be made a

party to or is otherwise involved in any action, suit or proceeding, whether

civil, criminal, administrative or investigative (hereinafter a "proceeding"),

by reason of the fact that he or she is or was a director or an officer of the

Corporation or is or was serving at the request of the Corporation as a

director, officer, employee or agent of another corporation or of a partnership,

joint venture, trust or other enterprise, including service with respect to an

employee benefit plan (hereinafter an "indemnitee"), whether the basis of such

proceeding is alleged action in an official capacity as a director, officer,

employee or agent or in any other capacity while serving as a director, officer,

employee or agent, shall be indemnified and held harmless by the Corporation to

the fullest extent authorized by the Delaware General Corporation Law, as the

same exists or may hereafter be amended (but, in the case of any such amendment,

only to the extent that such amendment permits the Corporation to provide

broader indemnification rights than such law permitted the Corporation to

provide prior to such amendment), against all expense, liability and loss

(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties

and amounts paid in settlement) reasonably incurred or suffered by such

indemnitee in connection therewith; provided, however, that, except as provided

in Section C hereof with respect to proceedings to enforce rights to

indemnification, the Corporation shall indemnify any such indemnitee in

connection with a proceeding (or part thereof) initiated by such indemnitee only

if such proceeding (or part thereof) was authorized by the Board of Directors of

the Corporation.

 

     B.   The right to indemnification conferred in Section A of this Article

shall include the right to be paid by the Corporation the expenses incurred in

defending any such proceeding in advance of its final disposition (hereinafter

an "advancement of expenses"); provided, however, that, if the Delaware General

Corporation Law requires, an advancement of expenses incurred by an indemnitee

in his or her capacity as a director or officer (and not in any other capacity

in which service was or is rendered by such indemnitee, including, without

limitation, service to an employee benefit plan) shall be made only upon

delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by

or on behalf of such indemnitee, to repay all amounts so advanced if it shall

ultimately be determined by final judicial decision from which there is no

further right to appeal (hereinafter a "final adjudication") that such

indemnitee is not entitled to be indemnified for such expenses under this

Section or otherwise. The rights to indemnification and to the advancement of

expenses conferred in Sections A and B of this Article shall be contract rights

and such rights shall continue as to an indemnitee who has ceased to be a

director, officer, employee or agent and shall inure to the benefit of the

indemnitee's heirs, executors and administrators.

 

     C.   If a claim under Section A or B of this Article is not paid in full by

the Corporation within sixty days after a written claim has been received by the

Corporation, except in the case of a claim for an advancement of expenses, in

which case the applicable period shall be twenty days, the indemnitee may at any

time thereafter bring suit against the Corporation to recover the unpaid amount

of the claim. If successful in whole or in part in any such suit, or in a suit

brought by the Corporation to recover an advancement of expenses pursuant to the

terms of an undertaking, the indemnitee shall be entitled to be paid also the

expense of prosecuting or defending such suit. In (i) any suit brought by the

indemnitee to enforce a right to indemnification hereunder (but not in a suit

brought by the indemnitee to enforce a right to an advancement of expenses) it

shall be a defense that, and (ii) in any suit by the Corporation to recover an

advancement of expenses pursuant to the terms of an undertaking the Corporation

shall be entitled to recover such expenses upon a final adjudication that, the

indemnitee has not met any applicable standard for indemnification set forth in

the Delaware General Corporation Law. Neither the failure of the Corporation

(including its board of directors, independent legal counsel, or its

stockholders) to have made a determination prior to the commencement of such

suit

 

                                        9

 

<PAGE>

 

that indemnification of the indemnitee is proper in the circumstances because

the indemnitee has met the applicable standard of conduct set forth in the

Delaware General Corporation Law, nor an actual determination by the Corporation

(including its board of directors, independent legal counsel, or its

stockholders) that the indemnitee has not met such applicable standard of

conduct, shall create a presumption that the indemnitee has not met the

applicable standard of conduct or, in the case of such a suit brought by the

indemnitee, be a defense to such suit. In any suit brought by the indemnitee to

enforce a right to indemnification or to an advancement of expenses hereunder,

or by the Corporation to recover an advancement of expenses pursuant to the

terms of an undertaking, the burden of proving that the indemnitee is not

entitled to be indemnified, or to such advancement of expenses, under this

Article or otherwise shall be on the Corporation.

 

     D.   The rights to indemnification and to the advancement of expenses

conferred in this Article shall not be exclusive of any other right which any

person may have or hereafter acquire under any statute, the Corporation's

certificate of incorporation, by-law, agreement, vote of stockholders or

disinterested directors or otherwise.

 

     E.   The Corporation may maintain insurance, at its expense, to protect

itself and any director, officer, employee or agent of the Corporation or

another corporation, partnership, joint venture, trust or other enterprise

against any expense, liability or loss, whether or not the Corporation would

have the power to indemnify such person against such expense, liability or loss

under the Delaware General Corporation Law.

 

     F.   The Corporation may, to the extent authorized from time to time by the

Board of Directors, grant rights to indemnification and to the advancement of

expenses to any employee or agent of the Corporation to the fullest extent of

the provisions of this Article with respect to the indemnification and

advancement of expenses of directors and officers of the Corporation.

 

     ELEVENTH: A director of this Corporation shall not be personally liable to

the Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director, except for liability (i) for any breach of the director's

duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174 of the Delaware General Corporation

Law, or (iv) for any transaction from which the director derived an improper

personal benefit. If the Delaware General Corporation Law is amended after

approval by the stockholders of this article to authorize corporate action

further eliminating or limiting the personal liability of directors, then the

liability of a director of the corporation shall be eliminated or limited to the

fullest extent permitted by the Delaware General Corporation Law, as so amended.

 

     Any repeal or modification of the foregoing paragraph by the stockholders

of the corporation shall not adversely affect any right or protection of a

director of the corporation existing at the time of such repeal or modification.

 

     TWELFTH: The Corporation reserves the right to amend or repeal any

provision contained in this Certificate of Incorporation in the manner

prescribed by the laws of the State of Delaware and all rights conferred upon

stockholders are granted subject to this reservation; provided, however, that,

notwithstanding any other provision of this Certificate of Incorporation or any

provision of law which might otherwise permit a lesser vote or no vote, but in

addition to any vote of the holders of any class or series of the stock of this

Corporation required by law or by this Certificate of Incorporation, the

affirmative vote of the holders of at least 80 percent of the voting power of

all of the then-outstanding shares of the capital stock of the Corporation

entitled to vote generally in the election of directors (after giving effect to

the provisions of Article FOURTH), voting together as a single class, shall be

required to amend or repeal this Article TWELFTH, Section C of Article FOURTH,

clauses (c) or (d) of Article FIFTH, Article SIXTH, Article SEVENTH, Article

EIGHTH or Article TENTH of this Certificate of Incorporation.

 

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

follows:

 

                  Name                               Mailing Address

                  ----                               ---------------

 

           John F. Grossbauer                     1201 N. Market Street

                                                  Wilmington, Delaware 19801

 

                                       10

 

<PAGE>

 

     IN WITNESS WHEREOF, MAF BANCORP, INC. has caused this Restated Certificate

of Incorporation to be signed by Allen H. Koranda, its Chairman and Chief

Executive Officer and attested to by Carolyn Pihera, its Secretary, this 20th

day of December, 2000.

 

                                  MAF BANCORP, INC.

 

 

                                  By:   ALLEN H. KORANDA

                                        ----------------------------------------

                                        Allen H. Koranda

                                        Its Chairman and Chief Executive Officer

 

 

Attest: CAROLYN PIHERA

        --------------------------

        Carolyn Pihera

        Its Secretary

 

                                       11

 

</TEXT>

</DOCUMENT>