MAF Bancorp, Inc. to Acquire Chesterfield Financial Corp.

MAF Bancorp, Inc. to Acquire Chesterfield Financial Corp. 


CLARENDON HILLS, Ill., June 5  /PRNewswire-FirstCall/ -- MAF Bancorp, Inc.
(NASDAQ:MAFB) and Chesterfield Financial Corp. (NASDAQ:CFSL) jointly announced
today that MAF has agreed to acquire Chesterfield in a cash and stock
transaction.  Allen H. Koranda, Chairman and CEO of MAF and Michael E. DeHaan,
Chairman, President and CEO of Chesterfield announced that their respective
boards of directors have approved a definitive agreement under which
Chesterfield will be merged with MAF.

Pursuant to the merger agreement, MAF will purchase each share of Chesterfield
common stock for a fixed price of $31.50, payable 65% in cash and 35% in MAF
common stock.  The transaction has a value of $128.5 million in the aggregate,
including stock options.  The stock exchange ratio will be determined based on
MAF's average stock price during a period prior to closing.  It is contemplated
that a substantial portion of the cash consideration will be funded out of
excess capital of Chesterfield.  MAF has the option, subject to the consent of
Chesterfield, to substitute additional cash consideration in lieu of MAF stock.

The transaction is subject to customary closing conditions, regulatory
approvals and the approval of Chesterfield stockholders.  The transaction will
be taxable to the stockholders of Chesterfield.  The companies currently expect
the transaction to close in the fourth quarter of 2004.  In connection with the
merger, Chesterfield's bank subsidiary, Chesterfield Federal Savings and Loan
Association of Chicago, will be merged with Mid America Bank, a wholly-owned
subsidiary of MAF Bancorp.  The merger of the banks will provide Mid America
Bank with three additional branch locations, in the Beverly neighborhood of
Chicago as well as in suburban Palos Hills and Frankfort, Illinois.

Allen Koranda, Chairman of the Board and Chief Executive Officer of MAF
commented, "This acquisition gives us a great opportunity to extend our reach
on the south side of Chicago and into some attractive markets in the south
suburbs.  We're excited about the potential this gives us to market our retail
loan and deposit products and business banking services in these communities."

Michael E. DeHaan, Chairman, President and CEO of Chesterfield said,  "The long
history and success that Chesterfield has enjoyed is now entering a new phase
with this merger with MAF.  We think our loyal customers and employees will
benefit from MAF's commitment to retail banking as well as from significantly
greater resources that MAF offers."

Given the relative size of the transaction, MAF expects it will be neutral to
calendar 2005 and 2006 earnings per share.  The Company expects to achieve
significant cost savings following the integration of the two companies'
respective organizations.  MAF also expects to realize additional synergies
from the reinvestment at higher rates of Chesterfield's excess liquid assets.
The data processing conversion is currently targeted to be completed in the
fourth quarter of 2004.  This past weekend, the Company successfully completed
the systems conversion for all of the former St. Francis Bank offices.

MAF Bancorp is the parent company of Mid America Bank, a federally chartered
stock savings bank headquartered in Clarendon Hills, Illinois.  At March 31,
2004, the Company had assets of $9.1 billion, deposits of $5.6 billion and
stockholders' equity of $915 million.  The Bank currently operates a network of
67 retail banking offices throughout Chicago and Milwaukee and their
surrounding areas.  Offices in the Milwaukee area operate under the name "St.
Francis Bank, a division of Mid America Bank."  The Company's common stock
trades on the Nasdaq Stock Market under the symbol MAFB.

Chesterfield Financial Corp. is the holding company for Chesterfield Federal
Savings and Loan Association of Chicago, a federally chartered stock savings
and loan association headquartered in Chicago, IL.  At March 31, 2004,
Chesterfield had assets of $361 million, deposits of $279 million, and
stockholders' equity of $75 million.  Chesterfield's common stock trades on the
Nasdaq Stock Market under the symbol CFSL.

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.  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.  These
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.  The
Company undertakes no obligation to update these forward- looking statements in
the future.

Factors which could have a material adverse effect on operations and could
affect management's outlook or future prospects of the Company and its
subsidiaries include, but are not limited to, unanticipated difficulties or
delays in obtaining requisite stockholder or regulatory approval, difficulties
in achieving anticipated cost savings related to the operation of the acquired
banking offices or higher than expected costs related to the transaction,
unanticipated changes in interest rates or flattening of the yield curve,
deteriorating economic conditions which could result in increased delinquencies
in MAF's loan portfolio, higher than expected overhead, infrastructure and
compliance costs needed to support growth in the Company's operations,
legislative or regulatory developments, 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 MAF's loan or investment
portfolios, demand for loan products, secondary mortgage market conditions,
deposit flows, competition, demand for financial services and residential real
estate in MAF's market areas, unanticipated slowdowns 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 other
potential acquisitions, if any, 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.

  NOTE:  The following notice is included to meet certain legal
  requirements.



MAF will be filing a registration statement containing a proxy
statement/prospectus and other documents regarding the proposed transaction
with the Securities and Exchange Commission. Chesterfield shareholders are
urged to read the proxy statement/prospectus when it becomes available, because
it will contain important information about MAF and Chesterfield, and the
proposed transaction.  When available, copies of this proxy
statement/prospectus will be mailed to Chesterfield shareholders, and it and
other documents filed by MAF or Chesterfield with the SEC may be obtained free
of charge at the SEC's web site at http://www.sec.gov/, or by directing a
request to MAF at 55th Street & Holmes Avenue, Clarendon Hills, IL 60514 or
Chesterfield at 10801 S. Western Avenue, Chicago, IL 60643.

Chesterfield and its directors, executive officers and certain other members of
management and employees may be soliciting proxies from their stockholders in
favor of the proposed merger.  Information regarding such persons who may,
under the rules of the SEC, be considered to be participants in the
solicitation of Chesterfield's stockholders in connection with the proposed
merger is set forth in Chesterfield's proxy statement filed with the SEC on
October 17, 2003 relating to its annual meeting of stockholders held on
November 18, 2003.  Additional information will be set forth in the proxy
statement/prospectus when it is filed with the SEC. 

DATASOURCE: MAF Bancorp, Inc.; Chesterfield Financial Corp.



CONTACT:  Allen H. Koranda, Chairman and CEO, or Jerry A. Weberling, EVP

and Chief Financial Officer, both of MAF Bancorp, Inc., [phone],; or

Michael E. DeHaan, Chairman, President and CEO of Chesterfield Financial

Corp., [phone] 



Web site:  http://www.mafbancorp.com/ 

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