MAF BANCORP INC
AMENDMENT TO LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>5
<FILENAME>dex1015.txt
<DESCRIPTION>AMENDMENT TO LONG-TERM INCENTIVE PLAN
<TEXT>

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  Exhibit 10(xv) - Amendment dated January 30, 2001 to the MAF Bancorp, Inc.
            Shareholder Value Long-Term Incentive Plan, as amended.
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                                                                  Exhibit 10(xv)

                           CERTIFICATE OF RESOLUTION



I, Carolyn Pihera, do hereby certify that I am the duly elected and acting
Secretary of MAF Bancorp, Inc. and that the following is a true and correct copy
of certain Resolutions adopted by the Board of Directors of said Company at
their regular meeting held January 30, 2001, at which meeting a quorum of the
members of said Board were present and acting throughout:

WHEREAS, the MAF Bancorp Shareholder Value Long-Term Incentive Plan ("Long-Term
Plan") provides that the value of performance units awarded under the Long-Term
Incentive Plan shall be based on the Company's percentile rank in Total
Shareholder Return relative to the return of S&P 500 companies over the
Performance Period; and

WHEREAS, certain difficulties arising in the application of this standard
created the necessity for the Compensation Committee to make interpretations as
to the intent and meaning of this provision with respect to long-term bonuses
earned for the performance period ending on December 31, 1999 (as outlined in
the attached memorandum dated January 9, 2001); and

WHEREAS, the Board wishes, to the extent possible, to avoid uncertainty as to
the intent of the Plan, and

WHEREAS, the plan reference in section VI(6) to having the independent certified
public accountants determine the Company's percentile rank is not practical in
that auditors review and certify the Company's financial results but not stock
price rankings and the Board therefore wishes to eliminate this provision,

NOW THEREFORE BE IT HEREBY RESOLVED, that the following sentence shall be added
to the end of section VI(3) of the Long-Term Plan:

     The Company's percentile rank in Total Shareholder Return shall be
     determined by subtracting from 100%, the percentage determined by dividing
     the sum of (a) one, plus (b) the number of companies included in the S&P
     500 Index at the end of the applicable performance period who have a Total
     Shareholder Return greater than that of the Company, by (c) 501.

FURTHER RESOLVED, that section VI(6) of the Long-Term Plan shall be amended to
read as follows:
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Except as outlined in Section VII, all awards made under the Plan (i.e., cash)
shall be paid to Participants within 30 days after the date on which the
Company's percentile rank on a Total Shareholder Return basis among the S&P 500
companies has been determined in accordance with section VI(3).

I do further certify that the foregoing Resolutions have not been altered or
amended, but remain in force and effect.

IN WITNESS WHEREOF, I have executed this Certificate and affixed the Company's
seal this 2nd day of February, 2001.

MAF BANCORP, INC.

/s/ Carolyn Pihera
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Carolyn Pihera, Corporate Secretary
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