STFR ST. Francis Capital (MM)

Stockholders of MAF Bancorp and St. Francis Capital Corporation Approve Merger CLARENDON HILLS, Ill. and MILWAUKEE, Nov. 26 /PRNewswire-FirstCall/ -- MAF Bancorp, Inc. and St. Francis Capital Corporation. jointly announced today that at special meetings of stockholders held on November 25, 2003 and November 26, 2003, MAF and St. Francis stockholders adopted and approved the Agreement and Plan of Reorganization, dated as of May 20, 2003, by and among MAF and St. Francis and the resulting merger of St. Francis with and into MAF. Pursuant to the merger agreement, each share of St. Francis common stock will be converted into the right to receive 0.79 shares of MAF common stock. Based on the closing price of MAF common stock on November 25, 2003, the transaction has a current value of $351 million in the aggregate and $34.55 per share of St. Francis common stock. The transaction, which is subject to customary closing conditions, is scheduled to close in early December 2003. All required regulatory approvals for the merger have been obtained. In connection with the merger, St. Francis' bank subsidiary, St. Francis Bank, will be merged with and into Mid America Bank, a wholly-owned subsidiary of MAF Bancorp. The merger of the banks will provide Mid America Bank with 23 branch locations in Milwaukee and its suburbs, bringing Mid America's total branch network to 66 banking offices in the greater Chicago and Milwaukee areas. MAF is the parent company of Mid America Bank, a federally chartered stock savings bank headquartered in Clarendon Hills, IL. At September 30, 2003 the Company had assets of $6.7 billion, deposits of $4.3 billion and stockholders' equity of $616 million. The Bank currently operates a network of 43 retail banking offices primarily in Chicago and its western suburbs. MAF's common stock trades on the Nasdaq Stock Market under the symbol MAFB. St. Francis is the holding company for St. Francis Bank, a federally chartered stock savings bank headquartered in Brookfield, WI. At September 30, 2003, St. Francis had assets of $2.2 billion, deposits of $1.4 billion, and stockholders' equity of $194 million. St. Francis' common stock trades on the Nasdaq Stock Market under the symbol STFR. Forward-Looking Information Statements contained in this news release that are not historical facts constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which involve significant risks and uncertainties. MAF and St. Francis intend 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 are including this statement for purposes of invoking these safe harbor provisions. Factors which could have an effect on the timing of the closing of the merger of St. Francis into MAF include, but are not limited to, unanticipated developments that could have a material adverse effect on MAF or St. Francis or unexpected developments affecting MAF's or St. Francis' ability to satisfy any conditions to closing. DATASOURCE: MAF Bancorp, Inc.; St. Francis Capital Corporation CONTACT: Allen H. Koranda, Chairman and Chief Executive Officer, or Jerry A. Weberling, EVP and Chief Financial Officer, both of MAF Bancorp, Inc., +1-630-887-5999; or Thomas R. Perz, Chairman and Chief Executive Officer, or Jon D. Sorenson, EVP and Chief Financial Officer, both of St. Francis Capital Corporation, +1-262-787-8716 Web site: http://www.mafbancorp.com/

Copyright