THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

MAF Bancorp, Inc. (MAFB)

4/4/2006 Proxy Information

Mr. Kenneth Koranda is the brother of Allen H. Koranda.

Directors, officers and employees of the Company and its subsidiaries are eligible to apply for mortgage, home equity, home improvement, savings account, automobile and education loans. Any loans to directors and executive officers are made in the ordinary course of business, do not involve more than the normal risk of collectibility and do not present any unfavorable features. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unaffiliated persons.

Pursuant to an employment agreement dated April 19, 1990, as amended, between Kenneth R. Koranda and MAF Bancorp, failure to nominate Kenneth R. Koranda to the Board of Directors, if followed by his voluntary or involuntary termination, would obligate the Company to make certain payments to him under the terms of the agreement. The employment agreement dated April 19, 1990, as amended, between Allen H. Koranda and MAF Bancorp contains these same provisions.

In connection with the merger of St. Francis Capital Corporation (“St. Francis”) into MAF Bancorp on December 1, 2003, the Company entered into an employment agreement with Thomas R. Perz, who previously served as Chairman and Chief Executive Officer of St. Francis. Pursuant to the employment agreement, Mr. Perz was appointed to the Board of Directors of the Company and the Bank following the closing of the merger and was nominated at the 2004 Annual Meeting of Shareholders to serve as a director of the Company for a three-year term of office. Under the employment agreement, Mr. Perz served as a managing director of the Bank through December 31, 2005, and received an annual base salary of $306,000. Mr. Perz was also entitled to participate in other employee benefit plans generally applicable to Bank employees. Upon his retirement on December 31, 2005, the company car that he used while an employee of the Bank was transferred to him for a price equal to the Bank’s net carrying value. During his service as a director, and for a period of two years following the end of such service, Mr. Perz is subject to a non-competition agreement that restricts his ability to compete in the market areas served by the Company and prohibits him from soliciting customers or employees of the Company or the Bank. In consideration for entering into the non-competition agreement, Mr. Perz is entitled to receive payments totaling $360,000, which are payable over a 24-month period beginning when his service as a director ceases. Subject to certain limitations and conditions, the Company has also agreed to indemnify Mr. Perz in the event he becomes obligated to pay excise taxes and additional income taxes attributable to certain merger-related payments.

Pursuant to the merger agreement relating to the Company’s acquisition of Fidelity on July 21, 2003, the Bank assumed the obligation to Raymond S. Stolarczyk under Fidelity’s supplemental executive retirement plan. Upon his retirement in 2003, Mr. Stolarczyk became entitled to receive five annual installment payments of $290,654, plus interest, under the plan, of which two installments remain to be paid.

Terry A. Ekl, a director of the Company, is a partner in the law firm of Connolly, Ekl & Williams, P.C. The Bank incurred fees and costs in the amount of approximately $390,000 paid or payable to that firm for legal services rendered during 2005. The same law firm leases office space in one of the Bank’s office buildings and paid rents to the Bank in the amount of $115,992 during 2005.

Hugo Koranda, former Chairman of the Board of Directors of the Bank, received an annual retainer and related fees totaling $23,000 for his service during 2005 as Chairman Emeritus and the Company provided office space for his use. Hugo Koranda is the father of Allen H. Koranda and Kenneth R. Koranda. The sister of Allen H. Koranda and Kenneth R. Koranda serves as president of Mid America Insurance Agency, Inc., a subsidiary of the Bank, and during 2005 her compensation was approximately $83,100 and she received a grant of 100 restricted stock units that vest over a three-year period. Allen H. Koranda’s son serves as a vice president of MAF Developments, Inc., the Company’s real estate development subsidiary. During 2005, his compensation was approximately $104,800, he received a grant of 200 restricted stock units that vest over a three-year period, and he had the use of a company automobile.

Thomas R. Perz’s daughter was employed during 2005 as a loan officer for Mid America Bank and received compensation totaling approximately $102,000.

In connection with the 1998 acquisition of Westco Bancorp, Inc., the Company and Mr. Burba, a director of the Company, entered into a non-competition agreement that entitled him to certain payments following termination of his employment with the Company. Mr. Burba retired effective December 31, 2003, and received lump-sum payments of $360,000 during 2004 in satisfaction of these obligations. Pursuant to the agreement, Mr. Burba agreed to certain restrictive covenants limiting his activities until December 31, 2005. The agreement also imposed confidentiality restrictions on Mr. Burba and restricts him from soliciting or encouraging employees of the Company or the Bank to terminate employment. In addition to the payments described above, ownership of the company car that Mr. Burba used while an employee of the Bank was transferred to him.

Certain directors of the Company who are retired employees of the Company or the Bank or of entities acquired by the Company, are entitled to receive retirement payments, deferred compensation or insurance benefits under various benefit plans of the Company or plans of the acquired entities that were assumed by the Company in connection with such acquisitions.

3/25/2005 Proxy Information

Mr. Kenneth Koranda is the brother of Allen H. Koranda.

Ms. Lois B. Vasto previously served as Senior Vice President/Loan Operations of MAF Bancorp, Inc., until her retirement in January 1997, and as a consultant to Mid America Bank Fsb until December 1997.

Directors, officers and employees of the Company and its subsidiaries are eligible to apply for mortgage, home equity, home improvement, savings account, automobile and education loans. All loans to directors and executive officers are made in the ordinary course of business, do not involve more than the normal risk of collectibility and do not present any unfavorable features. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unaffiliated persons. The Bank's policy is to have all loans to directors and executive officers approved by the Board of Directors of the Bank.

Pursuant to an employment agreement dated April 19, 1990, as amended, between Allen H. Koranda and MAF Bancorp, failure to nominate Allen H. Koranda to the Board of Directors, if followed by his voluntary or involuntary termination, would obligate the Company to make certain payments to him under the terms of the agreement. The employment agreement dated April 19, 1990, as amended, between Kenneth R. Koranda and MAF Bancorp contains these same provisions.

In connection with the merger of St. Francis Capital Corporation ("St. Francis") into MAF Bancorp on December 1, 2003, the Company entered into an employment agreement with Thomas R. Perz, who previously served as Chairman and Chief Executive Officer of St. Francis. Pursuant to the employment agreement, Mr. Perz was appointed to the Board of Directors of the Company and the Bank following the closing of the merger, and the agreement provides that he was to be nominated at the 2004 Annual Meeting of Shareholders to serve as a director of the Company for a three-year term of office. Under the employment agreement, Mr. Perz is to serve as a managing director of the Bank through November 30, 2005. The employment agreement provides for an annual base salary of $306,000. Mr. Perz will not be eligible for any bonus amount, but is entitled to participate in other employee benefit plans generally applicable to Bank employees. The agreement provides that in the event Mr. Perz (1) is terminated other than for cause or death, or (2) resigns due to a breach of the agreement by the Company or the Bank, the Bank will continue to pay Mr. Perz's salary through November 30, 2005 and certain medical and dental insurance benefits will continue through November 30, 2006. If, prior to the end of his two-year employment agreement, Mr. Perz's employment is terminated due to his disability, he will be entitled to receive disability benefits equal to 75% of his base salary until the earlier of (a) age 65, (b) the date of his full-time employment with another employer, or (c) the date of his death. During his employment by the Bank and service as a director, and for a period of two years following the end of such service, Mr. Perz is subject to a non-competition agreement that restricts his ability to compete in the market areas served by the Company and prohibits him from soliciting customers or employees of the Company or the Bank. In consideration for entering into the non-competition agreement, Mr. Perz is entitled to receive payments totaling $360,000, which are payable over a 24-month period beginning when his service as an employee and director ceases. Subject to certain limitations and conditions, the Company has also agreed to indemnify Mr. Perz for certain excise taxes and income taxes that may be attributable to certain merger-related payments.

On September 8, 2000, Mr. Perz entered into a Consent and Stipulation ("Consent") with the SEC to resolve allegations of insider trading involving shares of an unrelated company. The Consent, in which Mr. Perz neither admitted nor denied the allegation, formed the basis for a court order that permanently restrains and enjoins Mr. Perz from engaging in purchases or sales of securities in a manner that violates any federal or state securities law. In connection with the resolution of this matter, Mr. Perz paid a civil penalty of $386,875 and surrendered a similar amount in trading profits plus $60,687 in interest.

Pursuant to its obligations under the merger agreement relating to the Company's acquisition of Fidelity on July 21, 2003, the Company appointed Raymond S. Stolarczyk to the Board of Directors of the Company and the Bank following the closing of the merger, for a term of office that expires at the annual meeting of shareholders in 2006. The Bank has also assumed the obligation to Mr. Stolarczyk under Fidelity's supplemental executive retirement plan. Mr. Stolarczyk is entitled to receive five annual installment payments of $290,654, plus interest, under the plan, of which three installments remain to be paid.

Terry A. Ekl, a director of the Company, is a partner in the law firm of Connolly, Ekl & Williams, P.C. During 2004, the Bank paid that firm $381,600 for legal services rendered during 2004. The same law firm leases office space in one of the Bank's office buildings and paid rents to the Bank in the amount of $115,992 during 2004.

Hugo Koranda, former Chairman of the Board of Directors of the Bank, received an annual retainer and related fees totaling $23,000 for his service during 2004 as Chairman Emeritus. He also had the use of a company-owned automobile during the year, and the Company provided office space for his use.

Hugo Koranda is the father of Allen H. Koranda and Kenneth R. Koranda. The sister of Allen H. Koranda and Kenneth R. Koranda serves as president of Mid America Insurance Agency, Inc., a subsidiary of the Bank, and during 2004 her compensation was approximately $81,000 and she received a grant of 200 restricted stock units that vest over a five-year period. Allen H. Koranda's son serves as a vice president of MAF Developments, Inc., the Company's real estate development subsidiary. During 2004, his compensation was approximately $104,500, he received a grant of 200 restricted stock units that vest over a five-year period and he had the use of a company automobile.

Thomas R. Perz's daughter was employed during 2004 as a loan officer for Mid America Bank and received compensation totaling approximately $122,000.

In connection with the 1998 acquisition of Westco Bancorp, Inc. and David C. Burba's related employment agreement, the Company and Mr. Burba, a director of the Company, entered into a non-competition agreement that entitles him to certain payments following termination of his employment with the Company. Mr. Burba retired effective December 31, 2003, and received lump-sum payments of $360,000 during 2004 in satisfaction of these obligations. Pursuant to the agreement, Mr. Burba has agreed that until December 31, 2005, he will not, without the Company's prior consent, engage or participate in depository, lending or other financial services businesses in any community in which the Company or the Bank or any of their affiliates has a financial institution or branch or has sought regulatory approval to acquire or establish a financial institution or branch at the time of termination of employment, or in any community within a prescribed radius of any such institution or branch. The agreement also imposes confidentiality restrictions on Mr. Burba and restricts him from soliciting or encouraging employees of the Company or the Bank to terminate employment. In addition to the payments described above, the company car that Mr. Burba used while an employee of the Bank was also transferred to him. No additional payments are due to Mr. Burba under the non-competition agreement.

Certain directors of the Company who are also employees or retired employees of the Company or the Bank are entitled following retirement, to receive payments under the Company's SERP or deferred compensation plans or payments under similar plans of acquired entities that were assumed by the Company in connection with such acquisitions.

3/25/2004 Proxy Information

Allen Koranda and Kenneth Koranda are brothers.

Directors, officers and employees of the Company and its subsidiaries are eligible to apply for mortgage, home equity, home improvement, savings account, automobile and education loans. All loans to directors and executive officers are made in the ordinary course of business, do not involve more than the normal risk of collectibility and do not present any unfavorable features. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unaffiliated persons. The Bank’s policy is to have all loans to directors and executive officers approved by the Board of Directors of the Bank.

Pursuant to an employment agreement dated April 19, 1990, as amended, between Kenneth R. Koranda and MAF Bancorp, failure to nominate Kenneth R. Koranda to the Board of Directors, if followed by his voluntary or involuntary termination, would obligate the Company to make certain payments to Kenneth R. Koranda under the terms of the agreement. The employment agreement dated April 19, 1990, as amended, between Allen H. Koranda and MAF Bancorp contains these same provisions.

In connection with the merger of St. Francis Capital Corporation (“St. Francis”) into MAF Bancorp on December 1, 2003, the Company entered into an employment agreement with Thomas R. Perz, who previously served as Chairman and Chief Executive Officer of St. Francis. Pursuant to the employment agreement, Mr. Perz was appointed to the Board of Directors of the Company and the Bank following the closing of the merger, and the agreement provides that he is to be nominated at the 2004 Annual Meeting of Shareholders to serve as a director of the Company for a three-year term of office. Under the employment agreement, Mr. Perz is to serve as a managing director of the Bank through November 30, 2005. The employment agreement provides for an annual base salary of $306,000. Mr. Perz will not be eligible for any bonus amount, but is entitled to participate in other employee benefit plans generally applicable to Bank employees. The agreement provides that in the event Mr. Perz (1) is terminated other than for cause or death, or (2) resigns due to a breach of the agreement by the Company or the Bank, the Bank will continue to pay Mr. Perz’s salary through November 30, 2005 and certain medical and dental insurance benefits will continue through November 30, 2006. If, prior to the end of his two-year employment agreement, Mr. Perz’s employment is terminated due to his disability, he will be entitled to receive disability benefits equal to 75% of his base salary until the earlier of (a) age 65, (b) the date of his full-time employment with another employer, or (c) the date of his death. During his employment by the Bank and service as a director, and for a period of two years following the end of such service, Mr. Perz is subject to a non-competition agreement that restricts his ability to compete in the market areas served by the Company and prohibits him from soliciting customers or employees of the Company or the Bank. In consideration for entering into the non-competition agreement, Mr. Perz is entitled to receive payments totaling $360,000, which are payable over a 24-month period beginning when his service as an employee and director ceases. Subject to certain limitations and conditions, the Company has also agreed to indemnify Mr. Perz for certain excise taxes and income taxes that may be attributable to certain merger-related payments. The indemnification coverage for Mr. Perz relates to payments to be made to him pursuant to his deferred compensation, non-competition and employment agreements with the Company.

On September 8, 2000, Mr. Perz entered into a Consent and Stipulation (“Consent”) with the SEC to resolve allegations of insider trading involving shares of an unrelated company. The Consent, in which Mr. Perz neither admitted nor denied the allegation, formed the basis for a court order that permanently restrains and enjoins Mr. Perz from engaging in purchases or sales of securities in a manner that violates any federal or state securities law. In connection with the resolution of this matter, Mr. Perz paid a civil penalty of $386,875 and surrendered a similar amount in trading profits plus $60,687 in interest.

In connection with the merger with St. Francis, the Company appointed David J. Drury to the Board of Directors of Mid America Bank following the closing of the merger, and the agreement provides that he is to be nominated at the 2004 annual meeting of shareholders of the Bank to serve as a director of the Bank for an additional three-year term. At the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors decided to also appoint Mr. Drury to the Board of Directors of the Company in 2004.

Pursuant to its obligations under the merger agreement relating to the Company’s acquisition of Fidelity on July 21, 2003, the Company appointed Raymond S. Stolarczyk to the Board of Directors of the Company and the Bank following the closing of the merger, for a term of office that expires at the annual meeting of shareholders in 2006. The Bank has also assumed the obligation to Mr. Stolarczyk under Fidelity’s supplemental executive retirement plan. Mr. Stolarczyk is entitled to receive five annual installment payments of $290,654, plus interest, under the plan, of which four installments remain to be paid.

Terry A. Ekl, a director of the Company, is a partner in the law firm of Connolly, Ekl & Williams, P.C. During 2003, the Bank paid that firm $381,880 for legal services rendered. The same law firm leases office space in the Bank’s main office building and paid rents to the Bank in the amount of $115,992 during 2003.

During 2003, Allen H. Koranda’s son was employed as an assistant project supervisor for MAF Developments, the Company’s real estate development subsidiary. During 2003, he was paid total compensation of $85,620. Thomas R. Perz’s daughter is currently employed as a loan officer for Mid America Bank. It is expected that she will earn in excess of $60,000 during 2004.

In connection with the 1998 acquisition of Westco Bancorp, Inc. and David C. Burba’s related employment agreement, the Company and Mr. Burba, a director of the Company, entered into a non-competition agreement that entitles him to certain payments following termination of his employment with the Company. Mr. Burba retired effective December 31, 2003. Accordingly, Mr. Burba is to receive payments of $360,000, which the Company expects to pay in a lump-sum in April 2004. Pursuant to the agreement, Mr. Burba has agreed that for a period of 24 months following his termination of employment, he will not, without the Company’s prior consent, engage or participate in depository, lending or other financial services businesses in any community in which the Company or the Bank or any of their affiliates has a financial institution or branch or has sought regulatory approval to acquire or establish a financial institution or branch at the time of termination of employment, or in any community within a prescribed radius of any such institution or branch. The agreement also imposes confidentiality restrictions on Mr. Burba and restricts him from soliciting or encouraging employees of the Company or the Bank to terminate employment. In addition to the payments described above, the company car that Mr. Burba used while an employee of the Bank will also be transferred to him.

Certain directors of the Company who are also employees or retired employees of the Company or the Bank are entitled following retirement, to receive payments under the Company’s SERP or deferred compensation plans or payments under similar plans of acquired entities that were assumed by the Company in connection with such acquisitions.

Mr. Burba was Executive Vice President of MAF Bancorp, Inc. from 1999 to 2003.

3/24/2003 Proxy Information

Allen Koranda and Kenneth Koranda are brothers

Terry Ekl, a director of the Company who served on the Compensation Committee during 2002, is a partner in the law firm of Connolly, Ekl & Williams, P.C. During 2002, the Bank paid that firm $272,312 for legal services rendered. The same law firm leases office space in the Bank’s main office building and paid rents to the Bank in the amount of $115,992 during 2002.

In connection with the 1998 acquisition of Westco Bancorp, Inc. and David Burba’s related employment agreement, the Company and Mr. Burba, a director of the Company, entered into a non-competition agreement. Pursuant to the agreement, Mr. Burba has agreed that for a period of 24 months following his termination of employment, he will not, without the Company’s prior consent, engage or participate in depository, lending or other financial services businesses in any community in which the Company or the Bank or any of their affiliates has a financial institution or branch or has sought regulatory approval to acquire or establish a financial institution or branch at the time of termination of employment, or in any community within a prescribed radius of any such institution or branch. The agreement also imposes confidentiality restrictions on Mr. Burba and restricts him from soliciting or encouraging employees of the Company or the Bank to terminate employment. As separate consideration for these restrictive covenants, the Company or the Bank will be obligated to make monthly payments of $15,000 to Mr. Burba during the 24-month period following his termination of employment. Such payments will be made to his beneficiary in the event of his death.